II.1. DUE DILIGENCE

AGN will adopt the following measures in relation to any individual or legal entity with professional or business ties to AGN, established previously or in the future:

Identification:

1. Refraining from relationships with unidentified persons.

AGN will not maintain professional or business relationships or conduct transactions with individuals or legal entities that have not been duly identified. AGN will ensure that all individuals or legal entities with whom it intends to establish professional relationships or conduct any transaction are properly identified through original and reliable documents (such as ID, passport, tax ID, commercial registry certificate, etc.).

2. Determining the true owner.

AGN will ensure that the true owner of the assets or rights involved in the professional or business relationship is properly identified. For these purposes, a true owner will be understood as:

• The individual(s) on whose behalf a transaction will be carried out or with whom a professional or business relationship is intended to be established.
• The individual(s) who ultimately own or control a percentage of the capital or voting rights of a legal entity, directly or indirectly, or who exercise direct or indirect control over a legal entity by other means. In determining control, the criteria set forth in Article 42 of the Commercial Code will be applied, among others.
• In the case of trusts, the following natural persons will be considered true owners:
  • The trustor.
  • The trustee(s).
  • The protector, if any.
  • The beneficiaries, or in the absence of beneficiaries, the category of physical persons for whom the legal structure has been created or who benefit from it.
  • Any other natural person exercising ultimate control over the trust through direct or indirect ownership, or by other means. In the case of legal instruments similar to a trust, the appropriate measures will be taken to identify and verify the identity of the individuals holding equivalent positions or roles listed above.

3. Acting on behalf of oneself or others.

AGN will gather information from clients to determine whether they are acting on their own behalf or on behalf of others. When there are indications or certainty that clients are acting on behalf of others, precise information will be required to know the identity of the individuals on whose behalf they are acting.

4. Ownership and control structure of legal entities.

AGN will determine the ownership and control structure of legal entities, non-legal structures, trusts, or any other similar structures. AGN will not establish or maintain business relationships with legal entities or non-legal structures whose control or ownership structure cannot be determined. In the case of companies whose shares are represented by bearer instruments, the previous prohibition will apply unless the legally obligated entity determines the ownership and control structure by other means.

Type and Object of the Business Relationship

AGN will gather information on the type and purpose of the intended business relationship. In particular, it will collect information from its clients to understand the nature of their professional or business activity, and will adopt measures to reasonably verify the truthfulness of this information using the client’s and third-party evidence.

Ongoing Monitoring of Business Relationships

AGN will apply measures for the continuous monitoring of professional or business relationships, including scrutiny of transactions carried out during the relationship, to ensure they align with the client’s known profile and business and risk profile, including the source of funds, and to ensure that available documents, data, and information are updated.

Enhanced Due Diligence Measures

AGN will apply enhanced due diligence measures in the following cases:

• Geographical Risk:

With countries that present strategic deficiencies in their systems for combating money laundering and the financing of terrorism, as identified by the EU (currently: Ethiopia, Pakistan, Serbia, Syria, Sri Lanka, Trinidad and Tobago, Tunisia, Yemen, Democratic People’s Republic of Korea, and Iran). With countries identified as non-cooperative with EU tax authorities: American Samoa, Guam, Namibia, Samoa, Trinidad and Tobago, U.S. Virgin Islands.

• Professional or business relationships with persons holding public office.

Persons holding public office will include those who perform or have performed significant public functions, such as Heads of State, Heads of Government, Ministers or other Government Members, Secretaries of State or Deputy Secretaries, Members of Parliament, Supreme Court Judges, Constitutional Court Judges, or other High Judicial Authorities whose decisions are typically not subject to appeal except under extraordinary circumstances, including equivalent members of the Ministry of Finance; Members of Audit Chambers or Central Bank Boards; Ambassadors and business leaders; senior military personnel; members of supervisory, governing, or administrative bodies of public ownership companies; Directors, Deputy Directors, and members of the Board of Directors, or similar positions in International Organizations; and senior executives of political parties with parliamentary representation. Additionally, persons with significant public functions in Spain at the autonomous or local level will also be considered public officials.

• Operations listed in the RISK CATALOGUE OF OPERATIONS:

The Money Laundering and Terrorism Financing Commission establishes a catalogue from which certain cases are extracted:

• Risk related to the identification of the client:

  • Clients who refuse or resist providing necessary information to understand their normal activities in a professional relationship, or the origin of money, if applicable, and the identity of the true beneficiary or actual owner.
  • Clients who provide false or erroneous information, or whose information is difficult to verify, or who refuse or resist providing the information, data, and documents typically required for the transaction.
  • Potential clients from tax havens, or countries or territories that do not cooperate in combating money laundering and terrorism financing.
  • Clients who appear to be acting on behalf of a third party, attempting to conceal the identity of the actual client.
  • Clients who attempt to have AGN appear as the account holder or shareholder through which funds or transactions are channeled.
  • The constitution of companies or capital increases with non-monetary contributions where the goods contributed (shares or shares in other companies, office supplies, etc.) are difficult to value and lack logical explanation.
  • The simultaneous establishment of several companies in which the same individual or entity participates without a logical economic explanation, or when unusual circumstances arise (e.g., non-resident shareholders or managers, participation of minors or disabled persons).
  • The establishment of companies solely for the purpose of placing assets under the name of a legal entity, with an intermediary shareholder acting as a nominee without a justified cause.
  • The transfer of shares or participations outside organized markets between non-residents, with the price, payment terms, and other conditions being made abroad.
  • The sale of shares or participations to individuals without a reasonable relationship with previous shareholders shortly after the company’s registration.
  • The acquisition of liquidating companies when the conditions are economically illogical.
  • Transactions conducted between entities without legal personality by nature (trusts, inheritances, communities of goods) or by their temporary nature (irregular companies or companies in formation), where the operation is explicitly incompatible with the size or activity of the entity.
  • Using a chain of companies without logical reason.

• Risk related to the nature of transactions:

  • Transactions where prices are significantly below or above market prices.
  • Transactions that do not align with the nature or volume of activity, or with the client’s operational history.
  • Transactions paid in cash, with banknotes, bearer cheques, or other anonymous instruments.
  • Transactions attempted with international transfers that do not identify the payer or the originating account number.
  • Transactions where payment is made by endorsing a cheque by a third party, or by compensating debts without justification.
  • Transactions where payment is made with funds from tax havens or countries or territories that do not cooperate in fighting money laundering and terrorism financing, or states known to have active criminal organizations (e.g., drug trafficking, organized crime, human trafficking).
  • Large sums received through deposits, particularly in cash, for a purpose that seems unreasonable or unusual.
  • Payments or provisions made to pay rights or taxes by a third party not involved in the transaction without logical explanation.
  • Payments postponed close to the authorization date without justification.
  • Transactions where payment is made through an intermediary or bridge account held by the professional involved, without logical explanation.
  • Transactions conducted through public documents, where participants explicitly request not to verify registration details or to keep the transaction details confidential.
  • Transactions where the client or a third party provides a large amount of cash as collateral instead of directly using the funds, without logical explanation.
  • Transactions where the true owner or parties involved are hidden or obscured.
  • Transactions where the funds come from or are destined for unusual jurisdictions (e.g., those not associated with the client or third parties involved, or for unexplained purposes).
  • Transactions where personal expenses of an individual are financed by a government, company, or business without apparent reason.
  • Transactions where the collateral is in a high-risk jurisdiction.
  • Transactions that do not match the corporate purpose or activity type, or where the amount or frequency cannot be justified by the size or history of the company.
  • Transactions involving favorable mortgages or conditions unusually beneficial for the borrower (low-interest rates, short repayment terms, lack of guarantees, etc.).