Corporate Governance

Compliance

Cainvest Bank and Trust Limited (“Bank Cainvest”) holds a Category “A” Banking, a Trust License and it is regulated by the Cayman Islands Monetary Authority (the “Authority”). Bank Cainvest adheres to the entirety of the Authority’s regulatory framework such as but not limited to the following:

Anti-Money Laundering Regulations (2020 Revision);

Companies Management Act (2021 Revision);

Banks and Trust Companies Act (2021 Revision);

Monetary Authority Act (2020 Revision);

Proceeds of Crime Act (2020 Revision);

Terrorism Act (2018 Revision); and

Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands.

Additionally, Bank Cainvest, the undersigned representative, who is responsible for anti-money laundering compliance, represents and warrants that:

Bank Cainvest has established and maintains an anti-money laundering program and/or procedures in accordance with all applicable laws, rules and regulations of the Cayman Islands including without limitation, as applicable, the Anti-Money Laundering Regulations (2017 Revision) (“AMLR”) including the Bank Secrecy Act (as amended by the USA PATRIOT Act of 2001 (the "Act");

Bank Cainvest has taken appropriate due diligence efforts to know each customer/investor including without limitation, whether the customer/investor is (a) a senior foreign political figure or a politically exposed person ("PEP") or (b) an immediate family member or close associate of a senior foreign political figure or PEP. Bank Cainvest will report unusual or suspicious activity in accordance with the laws or requirements of the Cayman Islands;

Bank Cainvest applies, and will continue to apply, its anti-money laundering program and/or procedures to all customers/investors, and will take appropriate steps in accordance with the laws of the Cayman Islands including, as applicable, the AMLR and the Act, to ensure that all required relevant documentation is retained, including identification relating to those customers/investors; and

Bank Cainvest does not believe, and after appropriate due diligence, has no reason to believe, that any of its customers/investors is (a) a prohibited foreign shell bank or (b) named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the undersigned is doing business.

Bank Cainvest is a member of Cayman Islands Compliance Association (www.cica.ky)

For more information of our compliance program please request our complete AML manual and procedure.

Anti-Money Laundering Statement

Bank Cainvest, its directors, management and staff are committed to combating the use or abuse of the Bank or its facilities for the purpose of financial crime, including fraud, money laundering and terrorist financing.

International regulatory pressures on banks to combat money laundering and terrorist financing have intensified at an unprecedented rate. Cayman in particular has enacted stringent legislation to combat financial crime.

To protect the integrity of the world's financial systems and to ensure all of our clients have free access to the global payments settlement networks, the Bank strictly enforces and complies with all of the Core Principles on Effective Bank Supervision.

Bank Cainvest, like all international banks, is subject to a wide range of legal obligations to ensure that proceeds of unlawful activities do not end up in accounts at our Bank. If such activity is suspected, we will deal with those funds as per our obligations. All reputable international banks operate subject to a common set of principles and legal standards. Under Cayman Islands legislation, we can freeze and/or close accounts at our own discretion if we have knowledge that an account has been used for an unlawful activity. Moreover, we cannot in any manner aid, abet or otherwise assist our clients in violating the law.

Our Terms and Conditions clearly provide a requirement and undertaking from each of our clients to comply with all applicable laws relating to money laundering and proceeds of crime, to acknowledge that Bank Cainvest is subject to KYC / anti-money laundering obligations, and to fully cooperate with the Bank in discharging its obligations under Applicable Laws and banking practices.

Bank Cainvest is firmly committed to maintaining a "squeaky clean" customer base and its vigorous Know-Your-Customer and Due Diligence procedures are designed to ensure that the Bank deals only with Legitimate Customers, performing Legitimate Banking Transactions. The Bank will not be a party to or in any manner handle or process funds, which may be proceeds of unlawful activities.

For further details on Cayman Islands’ Anti-Money Laundering and Proceeds of Crime legislation please visit the website of the Cayman Islands Monetary Authority.

Non-US Clients

Bank Cainvest offers private banking services to Non-US clients only. Accounts in the Bank Cainvest may not be opened by, or transferred to, any U.S. Person (as defined below). We reserve the right to close any accounts if our compliance team qualifies the beneficiaries to be a US Person.

"U.S. Person" refers to:

(a) any natural person who is a resident or citizen of the United States;

(b) any partnership or corporation organized or incorporated under the laws of the United States or a state of the United States;

(c) any estate of which any executor or administrator is a U.S. Person as defined in sub-paragraphs (a) and (b) herein;

(d) any trust of which a trustee is a U.S. Person as defined in sub-paragraphs (a) and (b) herein;

(e) any agency or branch of a foreign entity located in the United States;

(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or if an individual, resident in the United States; or

(h) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended ("Securities Act"), unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts (whenever such term is used in this document it shall have the meaning given in Regulation S).

It is the responsibility of each prospective client to verify that his or her account in Bank Cainvest is in compliance with all relevant laws of the prospective client’s jurisdiction of residence.

Terms, Conditions, and Disclaimers:

Cainvest Bank and Trust Limited is regulated by the Cayman Islands Monetary Authority and is not authorized by the Brazilian Securities and Exchange Commission (CVM) to offer securities distribution services to investors resident, domiciled or incorporated in the Federative Republic of Brazil. This websited was not created or directed to investors resident, domiciled or incorporated in the Federative Republic of Brazil and nothing should be understood as an offer of services directed to such investors.

This material has been compiled by Cainvest from sources believed to be reliable, but no representation or warranty, express or implied, is made by Cainvest Bank & Trust, its staff, or any other person as to its accuracy, completeness or correctness.

Nothing in this material constitutes legal, accounting or tax advice or individually tailored investment advice. This material is prepared for general circulation to clients and prospective clients and has been prepared without regard to the individual financial circumstances and objectives of persons who receive it.

Neither the information provided nor any opinion expressed constitutes an offer to sell or solicitations of an offer to buy any securities or to take any deposits or provide any financing. Past performance is not a guide to future performance, future returns are not guaranteed, and a loss of original capital may occur. Most countries throughout the world have their own laws regulating the types of securities and other investment products, which may be offered to their citizens, subjects, and residents, as well as the process for doing so. As a result, the products and services discussed in this material may not be eligible for sale or otherwise in some jurisdictions.

This material is not, and under no circumstances should be construed as, a solicitation to act as a securities broker or dealer or otherwise in any jurisdiction by any person or company that is not legally permitted to carry on the business of a securities broker or dealer or otherwise in that jurisdiction. No matter contained in this document may be reproduced or copied by any means without the prior consent of Cainvest Bank & Trust.

The products and services and the applicable terms and conditions may change at any time. There may be eligibility requirements for these products and services and they may not be available in all geographic areas. By transmitting information through this website, you accept the risk that the information you transmit to us, and any information that we transmit to you may be intercepted by third parties.

Messages that you send to us by email may not be secure. We recommend that you do not send any confidential information to us by email. If you choose to send any confidential information to us via email, you accept the risk that a third party may intercept this information.