Sanctions Compliance Policy

Contents

Introduction

Vista Lease is committed to complying with relevant economic and trade Sanctions laws (“Sanctions”) in all jurisdictions in which it operates, as these may apply to its operations, through identifying, mitigating and managing the risks of both primary and secondary Sanctions violations.

In this Sanctions Compliance Policy (“Policy”), “Vista Lease” refers to refers to Vista Lease Holding Ltd, a company incorporated in Dubai International Financial Centre, UAE, and with registration number 3009.

Policy Applicability

This Policy applies to:

  1. all employees, officers, directors, and contracted personnel of Vista Lease, and to such other persons as designated by Vista Lease from time to time (each an “Officer”, collectively “Officers”); and,
  2. all natural and legal persons (and their respective employees, officers and directors) that perform services for or on behalf of Vista Lease, including without limitation, supply chain business partners, suppliers, consultants, contractors, distributors, and agents (including without limitation, sales agents/representatives) (each an “Associated Person”, collectively “Associated Persons”).

As a condition of doing business with Vista Lease, Vista Lease will require each Associated Person to accept that this Policy be incorporated into the contract (directly or through the Vista Lease Supplier Code of Conduct) entered into between the Associated Person and Vista Lease.

Contracts and agreements executed between Vista Lease and Associated Persons may contain more specific provisions addressing some of the issues set out in this Policy. Nothing in this Policy is meant to supersede any more specific provision in a particular contract or agreement executed between Vista Lease and an Associated Person, and to the extent there is any inconsistency between this Policy and any other provision of a particular contract or agreement, the provision in the contract or agreement will prevail.

This Policy is intended to supplement and not replace other Vista Lease codes of conduct, policies, rules and procedures that are applicable to Officers and Associated Persons from time to time. If any Officer or Associated Person has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if any Officer or Associated Person perceives any conflict or inconsistency between this Policy and any other Vista Lease code of conduct or any other Vista Lease policies, rules or procedures, then he/she should raise the issue with, and seek direction from Vista Lease Compliance and Ethics at compliance@vistaglobal.com. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Officer or Associated Person. The enforcement and interpretation of this Policy rests solely with Vista Lease. This Policy only creates rights in favour of Vista Lease. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy. In the event of any conflict between this Policy and applicable mandatory law, the applicable mandatory law shall prevail.

Overview of Sanctions and Prohibited Conduct

Purpose

This Policy sets out Vista Lease’s approach to identifying and managing Sanctions-related risks, including:

  • Guidance about the meaning of Sanctions and how to comply;
  • Principles and measures that Vista Lease follows to comply with Sanctions legislation and to identify, mitigate and manage Sanctions risk in the jurisdictions where it operates; and,
  • Consequences of failing to comply with this Policy.

This Policy applies to all countries and/or jurisdictions in which Vista Lease operates and extends to any additional countries and/or jurisdictions where Vista Lease commences operations and/or has an active registration or license.

Meaning of Sanctions and How to Comply

Sanctions are laws and regulations enacted by governments (such as the government of the United States (“U.S.”), international organisations (such as the United Nations (“U.N.”)) and supranational bodies (such as the European Union (“E.U.”)) to promote foreign policy and other objectives, including:

  • limiting the adverse consequences of a situation of international concern (for example, by denying access to military or paramilitary goods, or to goods, technologies or funding that enable international terrorism or the proliferation of weapons of mass destruction);
  • seeking to influence other persons or governments to modify their behaviour; and
  • penalizing other persons or entities (for example, by blocking or “freezing” their assets, or denying access to international travel or to the international financial system).

Sanctions are intended to deter a range of activities, which may include political or military aggression, providing sanctuary for criminals and terrorists, developing nuclear or other weapons programs, and abusing human rights.

Sanctions are implemented largely by prohibiting companies and individuals from doing business with persons, entities, countries and governments that are the targets of the Sanctions. Such restrictions can include:

  • export bans, import bans and prohibitions on the provision of certain specified services;
  • prohibiting certain commercial activities (such as joint ventures and other investment);
  • barring the transfer of funds to and from a sanctioned country;
  • targeted financial Sanctions, which include freezing the assets of and prohibiting any dealings with, a government, country, or territory, and designated entities and individuals;
  • travel bans; and
  • other financial restrictions.

One key method of imposing Sanctions is to designate a country, territory, government, individual or entity as a target of Sanctions (a “Sanctions Target”). For example, the United States publishes a list of Specially Designated Nationals (or “SDNs”), which includes individuals and entities. In general, persons subject to U.S. jurisdiction must block (or freeze) any assets of an SDN within the U.S. person’s possession or control, and may not have any dealings with, or provide any services to, an SDN. The United States also imposes economic sanctions and embargoes that target geographic regions and governments; some programs are comprehensive in nature and block the government and include broad-based trade restrictions, while others target specific individuals and entities. In non-comprehensive programs, there may be broad prohibitions on dealings with countries, and also against specific named individuals and entities.

Most Sanctions regimes prohibit actions taken to circumvent applicable Sanctions or to facilitate activities by another person or entity that would violate Sanctions if undertaken directly. Officers and Associated Persons shall be careful not to inadvertently violate sanctions by facilitating or brokering a transaction that would be prohibited if conducted by Vista Lease. Officers and Associated Persons cannot facilitate, swap, approve, finance, or broker any transaction or activity if such transaction or activity would be prohibited if performed by Vista Lease. This prohibition also includes referrals to a foreign person of business opportunities involving any nation subject to comprehensive sanctions or any persons designated on an SDN list. Example: if an Officer or Associated Person introduces a person from a Sanctioned Country (with whom no business can be made as per applicable Sanctions) to a foreign person for the purpose of facilitating or fostering a business opportunity, then that Officer or Associated Person would be in violation of the “facilitation” clause of the Sanctions.

Moreover, some Sanctions regimes have extraterritorial application, such that they may be extended to persons abroad who cause a domestic person to violate Sanctions, for example, by removing SDN-identifying information from funds transfers or other business records so that a domestic person cannot properly screen the transaction for Sanctions violations.

Vista Lease’s principles and measures to comply with Sanctions and to identify, mitigate, and manage Sanctions risk

Key Principles

The following key principles govern Vista Lease’s approach to Sanctions and export controls. All other requirements in this document are to be read in the context of these principles. In the event of a conflict between principles and requirements, the principles will prevail.

  • Vista Lease maintains a Sanctions policy to meet obligations under Sanctions regimes of the jurisdictions in which it operates, is registered and/or licensed.
  • Vista Lease complies with the requirements of the U.S., U.N. and E.U. Sanctions regimes (whenever these apply to its operations) wherever it operates, and will not undertake any business that would breach those Sanctions regimes.
  • In addition to complying with the requirements of the U.S., U.N. and E.U. Sanctions regimes (whenever these apply to its operations), Vista Lease complies with other Sanctions regimes whenever they apply to particular Vista Lease operations, and will not undertake any business that would breach those Sanctions regimes.
  • Vista Lease also considers Sanctions regimes imposed by other jurisdictions where the facts of the transaction make it appropriate to do so.
  • Vista Lease may decide not to provide products or services even where it is permitted by law, particularly where the circumstances presents reputational risk.
  • Vista Lease will not undertake any business that would breach any export laws that apply to it.

Measures to Comply with Sanctions

Before engaging in any commercial relationship or transaction, Vista Lease ensures that these relationships and transactions comply with applicable U.S., U.N., and E.U. Sanctions laws, by screening those individuals or entities against the SDN list and other relevant Sanctions lists.

Vista Lease shall also screen its transactions as to potential violations on country specific sanctions.

The level of screening and due diligence undertaken depends on the risk profile of the particular relationship or transaction, with enhanced screening and diligence undertaken where the risks are greater. For example, where a relationship or transaction is with an internationally recognized individual or business in a country or countries that are not subject to Sanctions, a lower standard of diligence may be applied. Conversely, where a relationship or transaction is with an individual or business located in a high-risk jurisdiction, enhanced due diligence must be undertaken.

In carrying out such screening, Vista Lease may rely on information provided to it by its customers, passengers, and business partners unless it is aware or suspects that those customers and business partners, or the information provided, is unreliable or dishonest, or relates to a high-risk jurisdiction.

Neither Vista Lease nor any Officer shall engage in any commercial relationship or transaction that directly or indirectly involve:

  1. countries that are subjects or targets of Sanctions (“Sanctioned Countries”); or,
  2. nationals of Sanctioned Countries;

unless the contemplated commercial relationship or transaction has been screened and cleared for action in accordance with the applicable Vista Lease sanction screening systems, processes and procedures that are implemented by Vista Lease from time to time. For clarity, the fact that a country is a Sanctioned Country or a person is a national of a Sanctioned Country does not automatically mean that Vista Lease or an Officer cannot engage in any commercial relationship or transaction involving any such Sanctioned Country or person; however the transaction or commercial relationship intended by Vista Lease or the Officer would first need to be thoroughly screened by Vista Lease to ensure that it does not breach any Sanctions related legal obligation. If in doubt advice should always be obtained from Compliance and Ethics at compliance@vistaglobal.com or your direct supervisor immediately. From time to time relevant Officers shall be informed by Vista Lease of those countries that are Sanctioned Countries. Because Sanction programs are dynamic and constantly changing, the countries that are Sanctioned Countries can change quickly; Vista Lease regularly reviews the U.S., U.N. and E.U. Sanctions regimes, and may update the list of Sanctioned Countries at any time.

Associated Persons shall also ensure that they do not engage in any commercial relationship or transaction that directly or indirectly involve countries that are subjects or targets of Sanctions and nationals of such countries, unless the commercial relationship or transaction would have been screened and cleared for action in accordance with the applicable screening procedures and processes implemented by each Associated Person. Associated Persons shall at all times have in place systems, processes, policies and procedures to ensure compliance with this limitation. If in doubt as to whether any commercial relationship or transaction conducted by an Associated Person violates this policy, the Associated Person shall notify Vista Lease as soon as practicable.

For clarity and avoidance of any doubt:

  1. all commercial relationships and transactions, directly or indirectly, involving Sanctioned Countries and nationals of Sanctioned Countries shall be immediately cancelled and/or not pursued until screened and cleared for action in accordance with the applicable Vista Lease sanction screening systems, processes and procedures that are implemented by Vista Lease from time to time; and,
  2. commercial relationships and transactions with persons whose name is not on a list of Specially Designated Nationals may still be prohibited if that commercial relationship or transaction directly or indirectly, involves Sanctioned Countries and nationals of Sanctioned Countries. In such cases commercial relationships and transactions shall also be immediately cancelled and/or not pursued until screened and cleared for action in accordance with the applicable Vista Lease sanction screening systems, processes and procedures that are implemented by Vista Lease from time to time.

Officers and Associated Persons must not facilitate activities by any persons, including customers and passengers, that involve Sanctioned Countries or nationals of Sanctioned Countries, including by referring such business to others persons or entities.

If any Officer or Associated Person becomes aware of an actual or potential breach or a Sanctions regime, then he/she must notify Vista Lease Compliance and Ethics at compliance@vistglobal.com immediately. Vista Lease will then assess any notifications so received in the light of, amongst other things, any applicable reporting legal obligations binding Vista Lease.

Obligations of Officers and Associated Persons

Officers and Associated Persons must read and apply this Policy and must ensure compliance with this Policy.

The relevant Vista Lease units/departments dealing with customers, passengers, suppliers and other business partners/counterparties shall screen and perform due diligence on each prospective customer, passenger, suppliers and potential business partner/counterparty. If there is any doubt whether screening and due diligence has been conducted with respect to any such person or entity, contact Vista Lease Compliance and Ethics at compliance@vistglobal.com immediately.

Under no circumstances may an Officer or Associated Person act to avoid Sanctions obligations or detection of a relationship or transaction that would breach this Policy. Vista Lease and Officers and Associated Persons cannot advise customers, passengers or others as to how transactions may be structured or presented to evade applicable Sanctions or this Policy. This includes, but is not limited to, advising customers, passengers and others to amend any information or documents to include false or misleading information, to omit accurate information, or changing, removing or omitting information from a transaction or any business record that would otherwise lead to detection of a Sanctions issue.

Officers and Associated Persons may be subject to the Sanctions laws not only of the country or countries in which they live and work, but also of the country or countries of which they are a citizen, permanent resident, or visa holder. In addition, mere presence in a country, even on a transitory basis, generally will make the Officer or Associated Person subject to the laws of that country while they are within or transiting through it. It is the responsibility of each Officer and Associated Person to understand and meet their Sanctions obligations as a citizen of a particular country or as a result of their presence in a particular country. Questions about particular circumstances should be directed to Vista Lease Compliance and Ethics at compliance@vistglobal.com. Depending on such circumstances, Vista Lease may require the Officer or Associated Person to adhere to certain practices to ensure that Vista Lease and the individual Officer or Associated Person comply with all applicable Sanctions requirements.

Consequences of Failure to Comply

Failure to comply with relevant Sanctions laws would constitute a breach of legal and/or regulatory requirements, and can expose Vista Lease to significant reputational damage, legal and regulatory actions, and financial loss, and can expose individual Officers or Associated Persons involved in any violation to substantial fines and imprisonment.

Vista Lease has a zero-tolerance approach to intentional violations of this Policy or applicable Sanctions regimes. If an Officer fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with Vista Lease’s policies. In addition, Officers who violate the law during the course of their employment may also be subject to criminal and civil action.

Vista Lease may terminate a business relationship with any Associated Person (including terminating all contracts and agreements in force between Vista Lease and any such Associated Person) by means of written notice to the Associated Person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of the said Associated Person, in the event that: i. the Associated Person fails to comply with any provision in this Policy and fails to remedy (if such a failure is remediable) that failure within 10 days of the Associated Person being notified in writing of the failure; or, ii. the Associated Person becomes a Specially Designated National or the subject or target of Sanctions.

Audits

Each Associated Person shall, without expense to Vista Lease, provide access (with appropriate prior notice from Vista Lease) to all relevant documents, records, systems, processes, policies and procedures in order to enable Vista Lease (or its third party professional representatives) to audit and verify compliance by the Associated Person with this Policy. If an audit shows that an Associated Person is in breach of this Policy then the Associated Person shall, without delay, implement the necessary corrective action (if the breach can be corrected) determined by Vista Lease.

Revisions and Enquiries

Vista Lease will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. Vista Lease may also issue addenda, guidelines and memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and memoranda will always be available online at Vista Lease’s website, and on Vista Lease’s internal online systems that are effective from time to time and are accessible by all Officers. It is the responsibility of Officers and Associated Persons to access these online systems and view the latest version of this Policy and of any addenda, guidelines and memoranda, from time to time. Because Sanctions regimes can change quickly and without notice, Vista Lease may update this Policy at any time.

For enquires or any other matter relating to this Policy, Vista Lease Compliance and Ethics should be contacted at compliance@vistaglobal.com.

Reporting of Violations

Vista Lease is fully committed to developing a Speak up culture - Officers and Associated Persons should not be afraid to speak up if they think that something is wrong or needs to be fixed. Officers and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy. If an Officer or Associated Person becomes aware of any suspected or known violations of this Policy or she/he realises that Vista Lease or an Associated Person performed a transaction prohibited by Sanctions, then he/she has a duty to promptly report such concerns in accordance with Vista Lease’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at Vista Lease’s website, and on Vista Lease’s internal online systems that are effective from time to time and are accessible by all Officers).

Confirmation

Officers and Associated Persons shall periodically, whenever requested by Vista Lease, individually confirm in writing to Vista Lease that he/she/it has read this Policy and agrees to comply therewith.

Document Owner

Name Title
Tobias Schramm Director

Version Control

Date Version Description
7 Mar 2019 1 Effective Date