INTERNATIONAL TRADE RELATIONS POLICY 1. OVERVIEW This policy covers the manner in which Grindrod conducts business in foreign countries. 2. SANCTIONS It is Grindrod s intention to comply with international sanction regulations. In terms of these regulations no Grindrod group trading activity may be conducted in or with category one countries. Only those permitted trading activities may be conducted in category two countries, and only after due diligence has been exercised. Attached (Annexure A) is an overview on sanctions to raise awareness and provide some guidance when dealing with cross border transactions. This overview defines the category one and two countries as well as provide a summary of sanctions imposed by the UN, EU, US and UK. The risk of non-compliance with sanctions needs to be managed at an operational level before transactions are entered into as part of the normal operating procedures and processes. Sanctions need to be considered when entering into every cross border agreement/transaction with third parties. 3. BRIBERY In line with its core value of integrity, Grindrod does not condone the use of bribery to facilitate business transactions both locally and in foreign countries. A zero tolerance policy applies in this regard. Grindrod aspires to the highest standards of ethical conduct in all aspects of its business. Grindrod employees and businesses operating in foreign countries must at all times adhere to the following: 1) Compliance with the Grindrod Code of Ethics 2) Compliance with all relevant laws, regulations and policies
3) Protection of Grindrod s name and reputation 4) Protection of the interests of all Grindrod stakeholders 5) Being honest 6) Avoiding conflicts of interest 7) Combating criminal and dishonest behavior 4. CONCLUSION Grindrod s reputation and relationships are key to its continued sustainability and it is the responsibility of all Grindrod employees that these assets are protected through adherence to the values at all levels.
ANNEXURE A SANCTIONS OVERVIEW The web of international sanctions is becoming more complex and onerous to navigate. The breaching of sanctions, or even the perceived breaching of sanctions, can have far reaching financial and reputational repercussions for the group as a whole. This guide is intended to raise awareness and give a broad overview of sanctions for any Grindrod companies entering into cross border transactions. This risk needs to be managed at an operational level before transactions are entered into as part of the normal operating procedures and processes. As a result, sanctions need to be considered when entering into every cross border agreement/transaction with third parties. In addition to regimes prevailing in a company s country of domicile, the additional sanction regimes that should be considered at a minimum when evaluating any cross border transaction are: US Sanctions governed by the Office of Foreign Asset Control (OFAC) http://www.treasury.gov/resource-center/sanctions/pages/default.aspx UK Sanctions governed by the Foreign and Commonwealth Office (FCO) http://www.hmtreasury.gov.uk/fin_sanctions_index.htm EU Sanctions governed by the EU Commission https://www.sanctionsmap.eu/#/main UN Sanctions governed by the UN https://www.un.org/sc/suborg/en/sanctions/un-sc-consolidated-list. Government of the Commonwealth of Australia sanctions listings https://dfat.gov.au/international-relations/security/sanctions/pages/sanctions.aspx Although the majority of Grindrod companies are not governed directly by any of the above sanctioning bodies, many of Grindrod s business partners and activities will be required to comply with, and will require Grindrod to comply with, one or more of the above regulations. Such as: Financial institutions providing funding and transactional banking to the group;
Insurance institutions providing cover to the group; and Joint venture and associate shareholders. The penalty for these parties participating in sanction breaching activities (avoidance or the financing of sanctions) is criminal and civil liability. 1. CATEGORY ONE COUNTRIES In compliance with international sanctions, no Grindrod trading activity or businesses are permitted with or in the following countries: Category Category Issued by 1 2 Affected UN EU US UK A 1 Crimea (Ukraine) X X X B 2 Cuba X A 1 Iran X X X X A 1 North Korea X X X X A 1 Syria X X X X Sudan and Myanmar (Burma) were removed from this list as the U.S and EU have both eased sanctions. However, trade in arms in related material is still prohibited. In Iran s case, effective March 2012, sanctions are being extended to the trading anywhere in the world of Iranian-origin products or derivatives of such products as crude, petroleum and petrochemical products. In November 2018 a further set of sanctions will be re-imposed particularly in Port Operations, Shipping, Shipbuilding, Pretroleum-related transactions, Financial Institutions, Insurance and the Energy Sector. This makes Iran one of the most heavily sanctioned country in the world and hence, it is imperative that no Grindrod business is linked to Iran or its nationals. 2. CATEGORY TWO COUNTRIES In addition, as a minimum, a red flag should be raised for a detailed analysis to be done before dealing with any of the following countries:
Issued by Category 1 Category 2 Affected UN EU US UK C 3 Afghanistan X X X X C 3 Belarus X X X C 4 Boznia and Herzegovina X X C 4 Burundi X X X C 3 Central African Republic X X X X B 3 Cyprus X C 3 Democratic Republic of Congo X X X X C 4 Egypt X X C 3 Eritrea X X X X C 3 Guinea X X C 4 Guinea- Bissau X X X B 3 Haiti X C 3 Iraq X X X X C 3 Lebanon X X X X C 3 Libya X X X X C 4 Maldives X X C 4 Mali X X X C 4 Moldova X C 3 Myanmar (Formerly Burma) X X X C 3 People's Republic of China X X C 2 + 3 Russia X X C 4 Serbia X C 3 Somalia X X X X C 3 Sudan X X X X C 2 + 3 South Sudan X X X C 4 Tunisia X X C 2 + 3 Venezuela X X X C 4 Yemen X X X C 3 Zimbabwe X X X
Key Category 1 A B C Countries facing the most extensive Sanction programmes. Countries facing unilateral OFAC Sanction programmes. Countries facing specific Sanction Programme. 1 No Transactions Allowed. Category 2 2 Trade and/or Financial Restrictions 3 No Arms and Related Material Dealings. 4 Sanctions against Specially Designated Nationals Only. Note: These tables are correct as at 26 September 2018. Please check the links provided for any updates. It is important that the following considerations are also addressed when it has been identified that there are dealings in the category two areas: Is the third party to the transaction a sanctioned person / Entity? Is the third party controlled or owned by a sanctioned person / Entity? Is the transaction linked to a sanctioned activity? This information can be found in detailed sanctions lists under the relative Sanction Websites (links under Sources below). It must also be noted that notwithstanding the requirements being met at the outset of a transaction, they will need to be continually monitored against changes in the sanctions regulations as well as the ownership of the third party. The failure to give full disclosure of these transactions or to identify them can result in the withdrawal of banking facilities as well as the bank s freezing of Grindrod funds, resulting in delayed payments to customers and receipts from suppliers, not necessarily linked to the transactions. Insurance policies are also at risk of being voided. This has serious operational and reputational repercussions.
Sources: UK Foreign and Commonwealth Office (https://www.gov.uk/government/collections/financial-sanctions-regime-specificconsolidated-lists-and-releases) US Office of Foreign Assets Control) (http://www.treasury.gov/resourcecenter/sanctions/pages/default.aspx) EU Sanctions Map (https://www.sanctionsmap.eu/#/main) Checklists of Foreign Countries Subject to Sanctions by Thompson Coburn LLP (https://www.thompsoncoburn.com/docs/default-source/publication-documents/countrychart.pdf?sfvrsn=4&sfvrsn=4)