1. INTRODUCTION
The Code of Conduct for the Prevention of Money Laundering and Terrorist Financing (hereinafter, the "CODE") of THE METEOR COMPANY SOCIEDAD ANÓNIMA CERRADA, identified with the Single Taxpayer Registry (RUC) No. 20610139869 with Exchange House Registry approved under SBS Resolution No. 04052-2022 and registered in Registry Entry No. 15116890 of the Registry of Legal Entities of Lima - Peru**.** (hereinafter, "WANYA") describes the minimum standards of conduct that must be observed by WANYA workers on a mandatory basis in the Prevention of Money Laundering and Terrorist Financing. The Board of Directors and General Management have the responsibility to ensure that the guidelines of the CODE are complied with in all activities and areas of WANYA.
All new workers who join WANYA must know the CODE within the first thirty (30) days of entering work. To this end, you must receive a copy of this document, leaving a written record of its receipt and reading, using the format described in Annex No. 1. When modifications are made to the CODE , they will be made known to the workers within 30 days of the approval of the modifications.
Likewise, it should be noted that certain violations of this CODE could lead to administrative and/or criminal sanctions for the worker (regulated in current legislation), in addition to the internal sanctions that WANYA may impose, and which are regulated in the CODE.
2. OBJECTIVE
The WANYA CODE aims to establish the principles and standards of responsible behavior that WANYA workers must comply with**,** in order to promote the proper functioning of the Money Laundering and Terrorist Financing Prevention System contemplated in the WANYA Money Laundering and Terrorist Financing Prevention Manual**.**
3. SCOPE
The scope of the CODE includes anyone who, regardless of the employment or contractual regime in which they are located, carries out permanent activities for WANYA. It includes managerial and trusted personnel, as well as shareholders, managers, legal representatives, and special attorneys, with the exception of workers who perform tasks not directly linked to WANYA's main activity (such as cleaning, surveillance, courier personnel, etc.), as well as those who carry out a task of execution and supervision of production processes (such as programmers, among others).
4. LEGISLATION ON THE MONEY LAUNDERING PREVENTION SYSTEM
● Law No. 27693 and its amending regulations – Law that creates the Intelligence Unit of Peru.
● Supreme Decree No. 020-2017-JUS – Regulation of Law No. 27693 Law that creates the Financial Intelligence Unit of Peru UIF-Peru and its amending regulations.
● Law No. 29038 - Law that incorporates the Financial Intelligence Unit of Peru into the Superintendence of Banking, Insurance and Private Pension Fund Administrators, and its amending regulations.
● SBS Resolution No. 789-2018 - Standard for the Prevention of Money Laundering and Financing of Terrorism applicable to Obligated Entities under the supervision of the UIF-Peru.
● Legislative Decree No. 1106, on the effective fight against money laundering and other crimes related to illegal mining and organized crime, and its amending regulations.
● SBS Resolution No. 8930-2012 and its amending regulations, Regulations on infractions and penalties for the prevention of money laundering, and its amending regulations.
● SBS Resolution No. 3862-2016, Norm that regulates the mechanisms and procedures for the FIU-Peru to administratively freeze the funds or other assets of persons or entities linked to terrorism and the financing of terrorism, as well as those linked to the proliferation of weapons of mass destruction and their financing, identified within the framework of the Resolutions of the United Nations Security Council.
● SBS Resolution No. 1999-2016, Regulatory provisions for the attention of requests for information made by the UIF-Peru to public entities, natural and legal persons, indicated in paragraph 1 of Law No. 27693 and the Fourth Final Complementary Provision of Legislative Decree No. 1106, and its amending regulations.
● SBS Resolution No. 4349-2016, Norm on functions and positions held by politically exposed persons (PEP) in the area of Prevention of Money Laundering and Financing of Terrorism.
● Forty recommendations of the Financial Action Task Force (FATF).
● SBS Resolution No. 02648-2024
● Supreme Decree No. 006-2023-JUS
● Nine special recommendations from the FATF.
5. GLOSSARY OF TERMS:
a. FINAL BENEFICIARY: natural person included in the scope of article 3, paragraph 3.1, paragraph a) of Legislative Decree No. 1372, Legislative Decree that regulates the obligation of legal persons and/or legal entities to report the identification of the Final Beneficiaries:
It refers to:
✔ The natural person who effectively and finally owns or controls legal persons or legal entities; or
✔ The natural person who ultimately owns or controls a customer or on whose behalf a transaction is made.
The expressions "ultimately owns or controls" or ultimate effective control, refer to situations in which ownership and/or control is exercised through a chain of ownership or through any other means of control that is not direct control.
b. FINANCING OF TERRORISM: Crime typified in Article 4-A of Decree No. 25475, Decree Law that establishes the penalty for terrorist crimes and the procedures for investigation, investigation and trial, and its amending regulations; as well as Article 297, last paragraph, of the Criminal Code and its amendments.
c. MONEY LAUNDERING: Crime typified in Legislative Decree No. 1106, Legislative Decree for the effective fight against money laundering and other crimes related to illegal mining and organized crime, and its amending regulations.
d. LAFIT: Money laundering and terrorist financing.
e. MANUAL: It is WANYA's Money Laundering Prevention Manual.
f. SUPERINTENDENCE: Superintendence of Banking, Insurance and Private Pension Fund Administrators.
g. WORKER: A natural person who maintains an employment or contractual relationship with WANYA; includes the general manager, managers, administrators or those who hold similar positions and the compliance officer.
h. UIF-PERU: Financial Intelligence Unit of Peru, Deputy Superintendence of the Superintendence of Banking, Insurance and Private Pension Fund Administrators.
i. COMPLIANCE OFFICER: This is the official, appointed by the general manager of WANYA, responsible for overseeing the proper implementation and operation of the System for the Prevention of Money Laundering and Terrorist Financing.
j. VIRTUAL ASSET SERVICE PROVIDER (VASP): An entity that facilitates the exchange, purchase, sale, transfer, or any other management of virtual assets, including, but not limited to, cryptocurrencies, non-fungible tokens (NFTs), and other types of digital assets. In compliance with the applicable regulations in the corresponding jurisdiction, VASPs are obliged to implement policies and procedures for the prevention of money laundering and terrorist financing, in accordance with current laws, such as Law No. 27693 and its amending regulations in the case of Peru, supervised by the Superintendence of Banking, Insurance and AFPs (SBS).
6. ETHICAL PRINCIPLES
All WANYA workers must act in the exercise of their functions under the following principles:
● RESPECT AND ADAPTATION TO THE RULES
All legal provisions shall be duly complied with, especially the regulations on the Prevention of Money Laundering referred to in paragraph 4 of the Code.
● PROBITY
Every worker must perform his or her work responsibly, acting with rectitude, honesty and honesty.
● CONFIDENTIALITY
The Compliance Officer maintains strict confidentiality and reserve in the information submitted to the FIU-Peru related to the Suspicious Transaction Reports (STRs).
● EQUITY
WANYA will act equitably in its relations with its employees and with its customers.
● SUITABILITY
Possess moral, professional and technical aptitude.
● IMPARTIALITY
Objectively evaluate the information of each of the clients to report suspicious and unusual transactions that are detected.
● VERACITY
Always express themselves with the truth, especially in the fulfillment of their functions.
● INTEGRITY
Commit to comply with policies, directives, corrective measures, recommendations and/or procedures aimed at improving the efficiency of WANYA's Money Laundering and Terrorist Financing Prevention System .
7. ESSENTIAL DUTIES FOR THE PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING
7.1. WANYA AND ITS WORKERS MUST COMPLY WITH THE FOLLOWING DUTIES:
7.1.1. DUTY TO INFORM:
Special attention must be paid to detect unusual or suspicious transactions, informing the UIF-Peru through the Suspicious Transaction Report ("STR"), in accordance with the provisions of the MANUAL.
A suspicious transaction is considered when, having previously identified a transaction as unusual (out of the client's usual interest) and carried out an analysis and evaluation (carried out by the Compliance Officer), the Compliance Officer can presume that the funds or assets used come from some illicit activity or that, for any reason, they have no apparent economic or legal basis and that they could be linked to Money Laundering and/or Terrorist Financing.
7.1.2. DUTY OF REGISTRATION:
Record the individual and multiple transactions carried out by its clients in an accurate, complete and chronological manner, in the Operations Registry ("RO"), in accordance with the provisions of the MANUAL, keeping the record of the operation in the RO for a period of five (5) years from the time the operation was carried out, and making the RO available to the UIF-Peru when it requires it.
7.1.3. DUTY OF CONFIDENTIALITY:
Under responsibility, WANYA workers are prohibited from informing any person, entity or body, by any means or modality, of the fact that any information has been requested and/or provided to the UIF-Peru, unless requested by the competent court or authority in accordance with current regulations.
7.2. IN ORDER TO COMPLY WITH THE DUTIES ARISING FROM THE REGULATIONS IN FORCE, IT IS THE RESPONSIBILITY OF WANYA TO ADOPT MEASURES IN RELATION TO THE FOLLOWING POINTS:
7.2.1. REGARDING KNOW-YOUR-CUSTOMER AND BENEFICIAL OWNERSHIP DUE DILIGENCE
a. Fully identify the clients and final beneficiaries who carry out operations with WANYA, whether they are natural or legal persons, requiring at least the presentation of a copy of their identity document, as established in the Manual.
b. Establish the documentation requirements for the proper identification of the client, verifying it if applicable.
c. Be attentive to changes in the usual behaviour of customers, which allow significant departures in normal operations to be detected, in order to carry out the analysis and evaluation in accordance with current legal regulations.
d. If, as a result of the provisions of the previous paragraph, such operation is identified as suspicious, this must be reported to the Compliance Officer so that he can send the corresponding report, in compliance with the LAFIT Prevention Standard.
7.2.2. REGARDING THE WORKER'S KNOWLEDGE
a. Ensure that your workers have a high level of integrity.
b. Collect information on the worker's personal, work, and property history, which will be included in his or her personal file, with updated information to guarantee the transparency of the information provided, which will be available to the UIF-Peru upon request. For this purpose, the completion of the Workers' Affidavit that appears as an Annex in the Manual will be requested.
Likewise, they will sign the Affidavit of having become aware of and complying with the Code of Conduct and the MANUAL, when they are delivered to them.
7.2.3. WITH RESPECT TO PREVENTIVE POLICIES ON MONEY LAUNDERING AND TERRORIST FINANCING
a. To appoint a Compliance Officer who meets the requirements referred to in the LAFIT Prevention Standard, and, where appropriate, to appoint the new Compliance Officer in a timely manner.
b. Identify typologies of money laundering and terrorist financing and disseminate them among WANYA workers, thus keeping them informed and aware of the risks that permissive behaviour can entail.
c. Comply with training in the Prevention of Money Laundering and Countering the Financing of Terrorism, at least once (1) a year, being able to carry out differentiated training.
d. As part of the induction, within thirty (30) days following the date of entry of the worker, WANYA through its compliance officer will inform them about the scope of WANYA's SPLAFT , leaving a record of it. It is specified that this induction does not replace the annual training.
e. To know the current legal framework on the Prevention of Money Laundering and Financing of Terrorism, disseminating the respective updates among its workers.
8. FAILURE TO COMPLY WITH THE PROVISIONS OF THE CODE OF CONDUCT AND DISCIPLINARY MEASURES:
Offences punishable by WANYA are those committed by its workers as indicated below:
a. Not signing the Affidavit of receipt and knowledge of the MANUAL AND/OR CODE once it is delivered to you.
b. Disclose the Compliance Officer's identity to third parties outside of WANYA.
c. Failure to comply with the Internal procedures established in the MANUAL; as well as those of the CODE.
d. Failing to comply with or transgressing the procedures, guidelines and/or internal guidelines established by WANYA for the identification of customers, final beneficiaries and workers.
e. Not to send or send after the deadline to the UIF-Peru the IAOC, RO, ROS, requests for information or other records or reports that are within its functions.
f. Unjustified non-attendance at scheduled training on the prevention of money laundering and terrorist financing.
g. Obstructing or attempting to impede the work of the FIU-Peru in inspection visits.
h. Exclude any client from the RO.
i. Violating the duty of indeterminate confidentiality, informing any person, client, entity or organization, by any means or modality, of the fact that any information has been requested by the UIF-Peru or provided to it.
j. Failing to inform the Compliance Officer about the identification of an unusual transaction.
k. Theft or unauthorized use of RO.
l. Failure to indicate truthful information in the Affidavits that are delivered to WANYA.
m. Cover up a suspicious transaction in complicity with the customer.
n. Use WANYA**'s resources** in favor of third parties who have carried out a suspicious transaction.
The violation of letter "a" will be considered a minor infraction and may be sanctioned with a verbal warning or a written warning.
Violations of paragraphs "b", "c", "d", "e", "f", "j" and "l" will be considered serious infractions and may be sanctioned with a written warning, suspension without pay or dismissal.
Violations of letters "g", "h", "i", "k", "m" and "n" will be considered as very serious violations and may be sanctioned with suspension without pay or dismissal.
The Manager of WANYA , in coordination with the Compliance Officer, will determine the sanction to be imposed on the worker, according to the circumstances of the specific case and the degree of recidivism, if applicable.
Failure to comply with the result of an act of God or force majeure, duly verified, does not constitute an infringement.
9. VIRTUAL ASSET SERVICE PROVIDER
This section of the Code of Conduct applies to all activities related to virtual assets carried out by WANYA as a Virtual Asset Service Provider (VASP), in accordance with the provisions of SBS Resolution No. 02648-2024 and Supreme Decree No. 006-2023-JUS. WANYA and its collaborators are committed to complying with all provisions for the prevention of money laundering and terrorist financing (AML/CFT) related to virtual asset operations, in accordance with local and international regulations, including the Recommendations of the Financial Action Task Force (FATF).
9.1. COVERED ACTIVITIES: The Code covers all WANYA activities as PSAV, as established in Supreme Decree No. 006-2023-JUS, including the following operations:
· Exchange between virtual assets and fiat or legal tender currencies.
· Exchange between different types of virtual assets.
· Transfer of virtual assets between accounts.
· Custody and administration of virtual assets or instruments that allow control over them.
· Provision of financial services related to the offer or sale of virtual assets.
9.1. DUE DILIGENCE AND CUSTOMER IDENTIFICATION: WANYA shall conduct appropriate due diligence in the identification of customers and beneficial owners in all transactions related to virtual assets. This includes:
· Exhaustive verification of the identity of the client and final beneficiary, including obtaining documents that prove their identity and their economic activity.
· Continuous monitoring against international sanctions lists (such as OFAC, UN Security Council) to ensure that there are no links to illicit activities.
· Risk assessment based on the client's profile, the country of origin of the funds, and the nature of the transactions with virtual assets.
9.2. ENHANCED DUE DILIGENCE: In cases that present a higher risk of AML/CFT, WANYA will implement enhanced due diligence. This will apply in situations such as:
· Operations with high-risk clients or jurisdictions as per FATF recommendations.
· Significant amounts or unusual transactions that do not match the customer's profile.
9.3. OPERATIONS MONITORING AND INTERNAL CONTROL: WANYA will implement a monitoring system to continuously review transactions made with virtual assets, identifying patterns that may indicate an AML/CFT risk. This monitoring should consider:
· Fractional or repetitive operations.
· International transactions with high-risk jurisdictions.
· Transfers of virtual assets between accounts that do not have a clear economic justification.
9.4. CUSTODY OF VIRTUAL ASSETS: When WANYA provides custodial services, it will maintain a detailed and secure record of the private keys associated with the virtual assets. The security and confidentiality of this information will be a priority.
9.5. SUSPICIOUS TRANSACTION REPORT (SR): Any suspicious transaction related to virtual assets must be reported to the Compliance Officer, who will proceed to prepare the Suspicious Transaction Report (STR) in accordance with Law No. 27693 and Supreme Decree No. 006-2023-JUS, sending it to the FIU-Peru within the period established by the regulations.
9.6. ONGOING TRAINING: All WANYA employees, managers, and collaborators will receive mandatory annual AML/CFT prevention training, focusing on operations with virtual assets. The trainings will include:
· Updates on local and international regulations (SBS Resolution No. 02648-2024 and FATF Recommendations).
· Identification and reporting of suspicious transactions.
· Risks associated with virtual assets, such as anonymity and cross-border transfers.
9.7. AUDIT AND EVALUATION OF THE PREVENTION SYSTEM: WANYA will conduct periodic internal and external audits to assess the effectiveness of the AML/CFT prevention system in relation to virtual assets. These audits will ensure compliance with current regulations, including the provisions of Supreme Decree No. 006-2023-JUS and SBS Resolution No. 02648-2024.
10. COMPLEMENTARY PROVISIONS
The adequate dissemination of the Code of Conduct will be accredited with the subscription of the Affidavit of receipt attached in Annex No. 1 of this document.
This Code has been prepared and reviewed by the Compliance Officer appointed by the general manager of WANYA.
11. APPROVAL
This Code has been approved by means of a general management agreement of THE METEOR COMPANY SAC dated September 15, 2024.