AUDIOVISUAL GLOBAL NETWORK, S.L. ("AGN")

MONEY LAUNDERING AND FINANCING OF TERRORISM PREVENTION MANUAL





SUMMARY

  1. APPLICABLE REGULATIONS AND RECIPIENTS.
  2. AGN OBLIGATIONS
    1. DUE DILIGENCE
      1. Identification
        1. Abstaining from relationships with unidentified individuals
        2. Determining the real owner
        3. Acting on behalf of one's self or third parties
        4. Legal entity control and ownership structure
      2. Business relationship type and purpose
      3. Continuous business relationship monitoring
      4. Enhanced due diligence measures
        1. Geographic risk
        2. Individuals with public responsibility
        3. Transaction Risk Catalogue
          1. Client identification risk
          2. Risk associated with the nature of transactions
    2. INFORMATION
      1. Special examination
      2. Notice of evidence
      3. Internal complaint procedure
    3. DOCUMENT PRESERVATION
  3. INTERNAL CONTROL AUTHORITIES AND PROCEDURES
  4. RISK MANAGEMENT AND EVALUATION PROCEDURES
    1. CLIENT AND ISSUE ADMISSION PROCEDURE
    2. EXTERNAL EXAMINATION
    3. ANNUAL EMPLOYEE TRAINING PLAN
    4. REGISTRY OF PROVIDERS OF SERVICES TO COMPANIES AND TRUSTS


I.- APPLICABLE REGULATIONS AND RECIPIENTS.

In compliance with that stipulated by Law 10/2010 dated 28 April, as amended by Royal Decree-Law 11/2018 dated 31 August, through this document AGN establishes the internal control standards for the prevention of money laundering and the financing of terrorism that are stipulated below; standards that all employees, directors, and agents that provide services to AGN, or act in its name and representation to provide services to third parties, must understand and meet.

II . AGN OBLIGATIONS

II.1. DUE DILIGENCE

AGN will adopt the following measures relating to any natural or legal person with professional or business ties to AGN established previously, or to be established in the future:

  1. Identification:
    1. Abstaining from relationships with unidentified individuals.

      2. AGN will not maintain professional business relationships, or complete transactions with natural or legal persons that have not been duly identified.

      AGN will ensure that all of the natural or legal persons with which they intend to establish business relationships or complete any transactions are duly identified through credible, original documents. (such as a national ID document, passport, taxpayer identification number, mercantile registry certificate, etc.)

    2. Determining the real owner.

      3. AGN will ensure that the real owner of the assets or rights subject to the professional or business relationship is duly identified. For these purposes, the real owner will be understood to be:

      1. The natural person or persons on whose behalf a transaction is to be completed, or a professional or business relationship is intended to be established.
      2. The natural person or persons who ultimately possess(es) or control(s) a percentage of the capital or voting rights of a legal entity, directly or indirectly, or exercise(s) direct or indirect control over a legal entity through other means. For the purpose of determining control, the criteria established in article 42 of the Code of Commerce will apply, among others.
      3. In the case of trusts, the real owners will be considered to be all of the following individuals:
        1. The trustor,
        2. The trustee or trustees,
        3. The protector, if there is one,
        4. The beneficiaries or, if they are yet to be designated, the category of beneficiary individuals for which the legal structure acts or has been created;
        5. any other natural person that exercises ultimate control over the trust through direct or indirect ownership, or through other means.
      4. In the case of legal instruments similar to a trust, adequate measures to check the identity of individuals that occupy equivalent or similar positions to those listed as numbers 1 through 5 of the previous section will be identified and adopted.
    3. Acting on behalf of one's self or third parties.

      4. AGN will collect information on clients to determine if they are acting on their own account or on behalf of third parties. When there are indications or certainty that clients are not acting on their own behalf, precise information will be required in order to know the identity of the persons on whose behalf they are acting.

    4. Legal entity control and ownership structure.

      5. AGN will determine the control and ownership structure of legal entities, non-legal entity structures, trusts, or any other similar structure. AGN will not establish or maintain business relationships with legal entities or non-legal entity structures, whose control or ownership structure has not been able to be determined. If these are companies whose shares are represented through bearer securities, the previous ban will apply unless the legally bound party determines its control and ownership structure through other methods.

  2. Business relationship type and purpose

    3. AGN will obtain information on the planned business relationship type and purpose. In particular, it will collect information from its clients in order to understand the nature of their professional or business activity, and will adopt measures meant to reasonably check the veracity of said information using evidence from the client and third parties.

  3. Continuous business relationship monitoring

    4. AGN will apply continuous professional or business relationship monitoring measures, including scrutinising transactions completed over the course of said relationship, in order to guarantee that they coincide with the client's knowledge and their business and risk profile, including the origin of the funds, and guaranteeing that documents, data, and information available are up to date.

  4. Enhanced due diligence measures

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

    1. Geographic risk
      1. with countries that present strategic deficiencies in their systems to fight money laundering and the financing of terrorism. Identified by the EU (currently: Ethiopia, Pakistan, Serbia, Syria, Sri Lanka, Trinidad and Tobago, Tunisia, Yemen, the Democratic Republic of Korea, and Iran).
      2. With countries identified as non-collaborators with EU tax authorities American Samoa, Guam, Namibia, Samoa, Trinidad and Tobago, US Virgin Islands.
    2. Professional or business relationships with individuals with public responsibility.

      3. Individuals with public responsibility will be considered to be those that perform or have performed important public functions such as Heads of State, Heads of Government, Ministers, or other Members of Government, Secretaries of State or Deputy Secretaries; Members of Parliament, Magistrates of Supreme Courts, Constitutional Courts, or other High Judicial Authorities whose decisions are not normally subject to appeal except under extraordinary circumstances, including equivalent members of the Tax Ministry; Members of Courts of Accounts or Central Bank Councils; Ambassadors and business leaders; high-ranking leaders of the Armed Forces; Members of Publicly Owned Business Oversight, Management, or Administration Bodies; Directors, Deputy Directors, and Members of the Management Board, or similar functions, of an International Organisation; and senior leadership positions in political parties with parliamentary representation.

      In addition, the following will also be considered individuals with public responsibility:

      1. Individuals other than those listed in the previous section that are considered to be high-ranking according to that stipulated in article 1 of Law 3/2015 dated 30 March, governing senior official positions in the State's General Administration.
      2. Individuals that perform or have performed important public functions on the Spanish regional level, such as Presidents and Ministers, and other members of the Government Councils, as well as individuals performing roles equivalent to those listed in letter a), and Regional Deputies.
      3. On the local level in Spain, Mayors, Councillors, and individuals that perform roles equivalent to those listed in letter a) of provincial capital municipalities, or Spanish Autonomous Communities, and from entities of towns with more than 50,000 residents.
      4. High-ranking positions in Spanish business or union organisations.
    3. Transactions included in the TRANSACTION RISK CATALOGUE

      4. The Money Laundering and Financing of Terrorism Commission establishes a catalogue from which certain assumptions are extracted:

      1. Risk associated with identifying the client

        2. Potential clients that decline to or resist providing the information necessary to understand their normal information or activities in a professional relationship, or the source of money, where applicable, and the identity of the effective beneficiary or real owner.

        Potential clients that provide false or erroneous information, or information that is difficult for the professional to verify, or decline to or resist providing information, data, and documents that are normally required in order to allow the transaction to take place.

        Potential clients that are residents of, or established in tax havens, or countries or territories that do not cooperate in the fight against money laundering and the financing of terrorism.

        Potential clients that show indications of acting on behalf of a third party, attempting to hide the identity of the real client.

        Potential clients that intend for AGN to figure as the bank account owner, or company shareholders through which funds are channelled or transactions are completed.

        The establishment of companies or capital increases with non-monetary contributions in which the assets provided (holdings or shares in other companies, office materials, etc.) are difficult to value and have no logical explanation.

        The simultaneous establishment of various companies involving a single natural or legal person when there is no logical economic explanation, or when there are abnormal circumstances (for example, non-resident shareholders or administrators, the involvement of minors or the handicapped).

        The establishment of companies with the single purpose of assets being placed in the name of a legal entity, placing an intermediary figurehead that is associated with the true owner, without a justified reason.

        The transfer of shareholdings or equity shares outside organised markets between non-residents, agreeing that the price, payment method, and other transaction conditions have been carried out abroad, confessing to having received payment previously, and efficiently submitting the payment letter.

        The sale of holdings or shares to individuals without any reasonable relationship with the previous shareholders in a brief period following the company's registration in the Mercantile Registry.

        The acquisition of companies in liquidation when conditions are not economically logical.

        Transactions completed between entities without their own legal status due to their nature (trust, estate of a deceased person, community of goods), or because it is temporary (irregular companies or companies in formation), in which the operation is explicitly incoherent with the size or activity thereof.

        Using a chain of companies without logical reason.

      2. Risk associated with the nature of transactions

        3. Transactions in which prices are set that are blatantly lower or higher than market prices.

        Transactions that do not correspond to the nature or volume of activity, or the client's operational history.

        Transactions in which payment is made in cash, with bank notes, cash checks, or other anonymous instruments.

        Attempts at transactions in which payment is meant to be made through international transfer that does not contain the identity of the payer or the originating account number.

        Transactions in which payment is made through the endorsement of a check by a third party, or through debt compensation without a justified reason.

        Operations in which payment is made using funds from tax havens, countries or territories that do not cooperate in the fight against money laundering and the financing of terrorism, or States where particularly active criminal organisations are known to exist (for example, drug trafficking, terrorist organisations, organised crime, human trafficking).

        Quantities received through deposit, especially in cash, for application that the depositor has planned with an apparently unbelievable or unusual purpose.

        The payment or provision of funds for the payment of duties or taxes coming from a third party not involved in the transaction, without logical explanation.

        Payment is deferred to a date quite close to the time of authorisation, especially if no guarantee is established to secure it, without logical explanation.

        Transaction in which payment is made using an intermediate account or bridge account, whose owner is the professional involved in the transaction, without logical explanation.

        Transactions signed in a public document, in which there is an express request made by the intervening parties to not verify the registry information or to not provide official register publication of the legal business.

        Transactions in which the client or a third party are contributing a large sum of money in cash as a guarantee provided by the borrower or debtor instead of simply using these funds directly, without logical explanation.

        Transactions in which an attempt is made to hide or obscure the true owner or parties involved in the transaction.

        Transactions whose funds have an unusual origin or destination, for example: funds that come from or are destined for jurisdictions not associated with the client or other intervening parties, funds that come from or are destined for third-party individuals not involved with the transaction, and without justifying cause, etc.

        Transactions where the private expenses of an individual are financed by a government, company, or business without apparent reason.

        Transactions in which the guarantee planned for the transaction is found to be in a high-risk jurisdiction.

        Transactions that do not correspond to the company's purpose or type of activity, or those whose amount or frequency are not justified by the company's size or trajectory.

        Transactions with mortgages that are advantageous or under unusually favourable terms for the borrower (low interest rates, short repayment period, lack of guarantees, etc.).

II.2.- INFORMATION OBLIGATIONS

  1. Special Examination:

    2. In its examination, AGN will pay special attention to any fact or transaction that, due to their nature, could be related to money laundering and the financing of terrorism, and specifically any transaction or behavioural pattern that is complex, unusual, or without an apparent legal or economic purpose, or those that present indications of fraud. In particular, transactions indicated in paragraph II.1.iv.c) above will be the subject of particular attention (Transaction Risk Catalogue).

  2. Notice of evidence:

    3. AGN will take the initiative to notify the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offenses as to any event or transaction, even mere attempts, regarding the existence of at least one reasonable indication that they are related to money laundering or the financing of terrorism.

  3. Internal complaint procedure

    4. AGN will take appropriate measures resulting from any complaint or notice received from any of its employees containing relevant information on possible non-compliance with the obligations contained in this manual. AGN guarantees that complaints will not be subjected to reprisals, discrimination, or any other type of unjust treatment derived from the complaint or communication.

II.3. DOCUMENT PRESERVATION

AGN will keep documentation formalising compliance with the obligations established in this document for a period of ten years before it proceeds to destroy it. After five years have passed from the date in which the business relationship or the execution of the sporadic transaction has ended, the documentation saved will only be accessible by internal control bodies of the legally bound party, including technical prevention units and, where applicable, those responsible for their legal defence.

In particular, AGN will preserve the following for use by the Executive Service of the Commission or any other competent legal authority in all investigations and analysis regarding possible cases of money laundering and the financing of terrorism:

  1. A copy of the documents that may be requested in application of due diligence measures, for a period of ten years counting from the date in which the business relationship ended or the transaction was executed.
  2. Original or copy of the documents or records with evidential weight that properly accredit the transactions, the intervening parties, and the business relationships, for a period of ten years from the date in which the transaction is completed or the business relationship is concluded.

AGN will store copies of the identification documents in optical, magnetic, or electronic formats that guarantee their integrity, the proper reading of data, the impossibility of manipulation, its proper preservation, and the ability to locate it.

In any case, the filing system of the legally bound parties must ensure the proper management and availability of documentation, both for the purpose of internal control, as well as a way of respecting the time periods and formats required by authorities.

III.INTERNAL CONTROL AUTHORITIES AND PROCEDURES

As an internal control authority responsible for the establishment and application of prevention policies and procedures to which this manual refers, AGN designates to its Representative before the Executive Service of the Commission to Prevent Money Laundering and the Financing of Terrorism, an individual residing in Spain that exercises an administrative role at the company, […]

The Internal Commission on the Prevention of Money Laundering and the Financing of Terrorism is created within AGN as a consulting authority, which will be comprised of […..], meeting on a bi-monthly basis to evaluate the level of compliance with AGN's obligations, formulating written recommendations and proposals.

IV. RISK MANAGEMENT AND EVALUATION PROCEDURES.

  1. AGN CLIENT AND ISSUE ADMISSION PROCEDURE

    2. [to be completed by the Representative proposed by the Internal Commission on the Prevention of ML and the FoT...]

  2. EXTERNAL EXAMINATION

    3. AGN's internal control authorities and measures will be subject to annual review by an independent external expert. The results of the review will be confirmed in writing in a written report that will describe the existing internal control measures in detail, assess their operational efficiency, and propose possible rectifications or improvements, where applicable.

    In all cases, the report will be available to the Commission for the Prevention of Money Laundering and Monetary Offenses, or its supporting authorities for the five years following its issue date.

  3. ANNUAL EMPLOYEE TRAINING PLAN

    4. AGN will adopt the appropriate measures so that their employees are aware of the requirements derived from this Law.

    These measures will include duly accredited employee participation in specific permanent training courses aimed at detecting transactions that may be related to money laundering and the financing of terrorism, instructing them on how to proceed in such cases. The training actions will be the subject of an annual plan that is designed in function of the risks of the legally bound party's sector of business, which will be approved by the internal control authority.

  4. REGISTRY OF PROVIDERS OF SERVICES TO COMPANIES AND TRUSTS

    5. As a legally bound party, AGN must present the Mercantile Registry with a statement of being subject to the regulations established by law within a period of one year, also stating the identities of the real owners according to that defined above. These statements will be made by headnote and must be updated if there is change of real owner.

    In addition, together with the annual accounts deposit in the Mercantile Registry, a document must be presented each financial year that states:

    1. The types of services provided.
    2. The geographical area where it operates, indicating the town or towns and provinces.
    3. The provision of these types of services to non-residents in the financial year in question.
    4. The amount invoiced for the services specified in section a) during the financial year and the year prior, if the company service provider activity was not unique and exclusive. If it cannot be quantified, this will be expressly indicated.
    5. The number of transactions completed, distinguished by class or nature. If no transactions were completed, this will be expressly indicated.
    6. Where applicable, the real owner if different than that already stated in the Registry.