VITA NOVA LandBank

1. Introduction and Purpose

VITA NOVA Land Banking Limited ("VITA NOVA LandBank", "the Company", "we", "us", or "our") is committed to the highest standards of Anti-Money Laundering ("AML") and Counter-Terrorism Financing ("CTF") compliance. This Know Your Customer / Anti-Money Laundering ("KYC/AML") Policy outlines the procedures, controls, and measures we have implemented to prevent the use of our platform and services for money laundering, terrorism financing, proliferation financing, fraud, or any other financial crime.

As a land investment platform operating within the Federal Republic of Nigeria, VITA NOVA LandBank recognises its obligation to act as a responsible corporate citizen and to cooperate fully with regulatory authorities in the detection and prevention of financial crime. This policy applies to all directors, officers, employees, agents, contractors, and third-party service providers of the Company.

The primary objectives of this policy are to:

Establish and maintain robust customer identification and verification procedures;
Implement effective systems for detecting and reporting suspicious transactions;
Comply with all applicable Nigerian laws, regulations, and international best practices relating to AML/CTF;
Protect the integrity of the Nigerian financial system and the Company's operations;
Prevent the Company from being used as a conduit for the laundering of proceeds of crime or the financing of terrorism; and
Ensure ongoing monitoring and review of customer relationships and transactions.

2. Regulatory Framework

This KYC/AML Policy has been developed in accordance with, and is designed to ensure compliance with, the following Nigerian laws, regulations, and guidelines:

2.1 Primary Legislation

Money Laundering (Prevention and Prohibition) Act, 2022 (which repealed and replaced the Money Laundering (Prohibition) Act, 2011 as amended in 2012) — the principal legislation criminalising money laundering in Nigeria and establishing obligations for reporting entities.
Terrorism (Prevention and Prohibition) Act, 2022 (which updated the Terrorism (Prevention) Act, 2011 as amended in 2013) — legislation criminalising the financing of terrorism and imposing obligations on financial institutions and designated non-financial institutions.
Economic and Financial Crimes Commission (Establishment) Act, 2004 — establishing the EFCC as the principal law enforcement agency for the investigation and prosecution of financial crimes in Nigeria.
Proceeds of Crime (Recovery and Management) Act, 2022 — providing for the identification, tracing, freezing, seizure, confiscation, and forfeiture of proceeds of crime.

2.2 Regulatory Bodies and Guidelines

Central Bank of Nigeria (CBN) — CBN AML/CFT Regulations, 2013 (as amended), including the CBN Know Your Customer (KYC) Manual and circulars on customer due diligence requirements for financial institutions.
Securities and Exchange Commission (SEC) Nigeria — SEC Rules and Regulations, including AML/CFT requirements applicable to capital market operators and investment platforms.
Nigerian Financial Intelligence Unit (NFIU) — the central agency responsible for receiving, analysing, and disseminating financial intelligence and Suspicious Transaction Reports (STRs). VITA NOVA LandBank is registered with the NFIU and fulfils all reporting obligations accordingly.
Special Control Unit against Money Laundering (SCUML) — the unit within the EFCC responsible for monitoring, supervising, and regulating Designated Non-Financial Institutions (DNFIs) in Nigeria.

2.3 International Standards

In addition to Nigerian laws and regulations, this policy is informed by the recommendations of the Financial Action Task Force (FATF), the Inter-Governmental Action Group against Money Laundering in West Africa (GIABA), and other international AML/CTF standards and best practices.

3. Customer Identification Requirements

VITA NOVA LandBank is required to verify the identity of every customer before establishing a business relationship or processing any transaction. No account shall be opened, and no investment shall be facilitated, for any individual or entity whose identity has not been satisfactorily verified. Anonymous accounts and accounts in fictitious names are strictly prohibited.

3.1 Individual Customers

The following information and documentation are required from all individual customers:

Bank Verification Number (BVN): All customers must provide a valid BVN issued by the Nigeria Inter-Bank Settlement System (NIBSS). The BVN serves as a primary biometric identification mechanism and is mandatory for all financial transactions in Nigeria. VITA NOVA LandBank will verify the BVN against the NIBSS BVN database in real time.
National Identification Number (NIN): Customers must provide a valid NIN issued by the National Identity Management Commission (NIMC). The NIN will be verified against the NIMC database to confirm the customer's identity and biometric data.
Valid Government-Issued Photo Identification: Customers must provide at least one of the following valid, unexpired identification documents:
- International Passport (issued by the Nigeria Immigration Service);
- National Identity Card (issued by NIMC);
- Permanent Voter's Card (issued by the Independent National Electoral Commission — INEC);
- Driver's Licence (issued by the Federal Road Safety Corps — FRSC).
Proof of Residential Address: Customers must provide a document verifying their current residential address, which may include:
- Recent utility bill (electricity, water, or waste disposal) dated within the last three (3) months;
- Bank statement or bank reference letter dated within the last three (3) months;
- Tenancy agreement or land title document;
- Letter from a recognised employer confirming residential address; or
- Any other document acceptable to the Company's Compliance Department.
Recent Passport Photograph: A clear, recent passport-sized photograph of the customer taken within the last six (6) months. Where onboarding is conducted digitally, a live selfie or video verification may be required for liveness detection.
Contact Information: Valid telephone number(s) and email address, which shall be verified through OTP (One-Time Password) or similar verification mechanisms.
Tax Identification Number (TIN): Where applicable, customers may be required to provide a TIN issued by the Federal Inland Revenue Service (FIRS).

3.2 Corporate Customers and Legal Entities

For corporate customers, partnerships, trusts, and other legal entities, the following additional documentation is required:

Certificate of Incorporation or Registration issued by the Corporate Affairs Commission (CAC);
Certified True Copy of the CAC Form (CAC 1.1 or equivalent);
Memorandum and Articles of Association (MEMART);
Board Resolution authorising the opening of the account and designating signatories;
Particulars of directors, shareholders holding 5% or more of shares, and authorised signatories (including BVN, NIN, and valid ID for each);
Identification and verification of the Ultimate Beneficial Owner(s) (UBOs) — any natural person(s) who ultimately own or control 5% or more of the entity;
Proof of registered office address;
Tax Identification Number (TIN) of the entity; and
Evidence of the entity's source of funds and source of wealth.

3.3 Verification Process

All identification documents and information provided by customers are subject to independent verification by the Company. Verification shall be conducted using reliable, independent sources, including but not limited to government databases (NIBSS, NIMC, CAC), third-party identity verification service providers, and, where necessary, physical verification visits. Accounts shall not be fully activated or transactions permitted until satisfactory verification has been completed.

4. Customer Due Diligence (CDD)

VITA NOVA LandBank applies a risk-based approach to Customer Due Diligence in accordance with FATF recommendations, CBN regulations, and SEC Nigeria guidelines. The level of due diligence applied is commensurate with the assessed risk profile of the customer, the nature of the business relationship, and the type and value of transactions involved.

4.1 Standard Customer Due Diligence

Standard CDD measures are applied to all customers at the point of onboarding and include:

Identifying the customer and verifying their identity using reliable, independent documents, data, or information as set out in Section 3 above;
Identifying the beneficial owner(s) and taking reasonable measures to verify their identity;
Understanding and, as appropriate, obtaining information on the purpose and intended nature of the business relationship;
Assessing the customer's source of funds and, where applicable, source of wealth;
Conducting screening against sanctions lists, PEP databases, and adverse media; and
Assigning a risk rating (Low, Medium, or High) based on the initial assessment.

4.2 Simplified Due Diligence (SDD)

In limited circumstances where the risk of money laundering or terrorism financing has been assessed as low, the Company may apply simplified due diligence measures. SDD may only be applied where:

The customer has been assessed as presenting a demonstrably low risk;
The transaction values are below prescribed thresholds;
There are no suspicions of money laundering or terrorism financing; and
Application of SDD is not prohibited by applicable law or regulation.

4.3 Enhanced Due Diligence (EDD)

Enhanced Due Diligence measures are mandatory for customers and transactions that present a higher risk of money laundering or terrorism financing. EDD must be applied in the following circumstances:

Politically Exposed Persons (PEPs): All customers identified as PEPs, their family members, or close associates (see Section 8);
High-Value Transactions: Transactions exceeding the sum of Ten Million Naira (₦10,000,000) or its equivalent in foreign currency;
Complex or Unusual Transactions: Transactions that are unusually large, complex, follow unusual patterns, or have no apparent economic or lawful purpose;
High-Risk Jurisdictions: Customers from or conducting transactions with countries identified by the FATF as high-risk or subject to a call for action, or countries subject to international sanctions;
Non-Face-to-Face Customers: Where the customer is not physically present for identification and the Company relies solely on digital or remote verification;
Adverse Media or Negative Information: Customers against whom there is adverse media coverage or negative information relating to financial crime; and
Any Other High-Risk Indicators: As determined by the Company's risk assessment framework or at the direction of the Chief Compliance Officer.

Enhanced Due Diligence measures include, but are not limited to:

Obtaining additional identification documents and information;
Conducting more detailed verification of the customer's source of funds and source of wealth;
Obtaining senior management approval before establishing or continuing the business relationship;
Conducting enhanced ongoing monitoring with more frequent and intensive reviews;
Requiring the first payment to be made from an account in the customer's name at a CBN-regulated bank; and
Conducting site visits or engaging independent verification agents where deemed necessary.

4.4 Ongoing Due Diligence and Monitoring

Customer Due Diligence does not end at the point of onboarding. VITA NOVA LandBank conducts ongoing due diligence throughout the duration of the business relationship to ensure that:

Customer information and documentation remain current and accurate;
Transactions are consistent with the Company's knowledge of the customer, their business, and their risk profile;
Changes in the customer's circumstances, behaviour, or risk profile are identified and appropriately addressed;
Periodic reviews of customer records are conducted at intervals determined by the customer's risk rating (annually for high-risk, every two years for medium-risk, and every three years for low-risk customers); and
Trigger events (such as significant changes in transaction patterns, adverse media, or changes in PEP status) prompt an immediate review.

5. Risk Assessment Approach

VITA NOVA LandBank maintains a comprehensive, enterprise-wide Money Laundering and Terrorism Financing Risk Assessment in accordance with the requirements of the Money Laundering (Prevention and Prohibition) Act, 2022, CBN AML/CFT Regulations, and FATF Recommendations. The risk assessment is reviewed and updated at least annually, or more frequently where there are material changes to the Company's business, products, customer base, or the external risk environment.

5.1 Risk Categories

The Company's risk assessment framework considers the following risk categories:

Customer Risk: The inherent risk associated with different customer types, including individual customers, corporate entities, trusts, PEPs, non-resident customers, and customers from high-risk jurisdictions.
Product and Service Risk: The risk associated with the Company's land investment products and services, including the potential for misuse for money laundering, terrorism financing, or other financial crime. Real estate and land transactions are internationally recognised as presenting elevated money laundering risks.
Geographic or Country Risk: The risk associated with the geographic locations in which the Company operates and from which its customers originate, taking into account FATF assessments, Transparency International Corruption Perceptions Index, and other relevant risk indicators.
Delivery Channel Risk: The risk associated with the channels through which products and services are delivered, including online and digital platforms, which may present heightened risks due to the non-face-to-face nature of the relationship.
Transaction Risk: The risk associated with the volume, value, frequency, and nature of transactions conducted by customers.

5.2 Risk Rating

Based on the assessment of the above risk categories, each customer is assigned a composite risk rating of Low, Medium, or High. The risk rating determines the level of due diligence, monitoring intensity, and review frequency applicable to the customer relationship. Risk ratings are dynamic and may be upgraded or downgraded based on ongoing monitoring and periodic reviews.

6. Transaction Monitoring

VITA NOVA LandBank operates a robust transaction monitoring programme designed to detect, investigate, and report suspicious activities and transactions. The Company employs a combination of automated systems and manual review processes to monitor customer transactions on an ongoing basis.

6.1 Automated Transaction Monitoring

The Company utilises automated transaction monitoring systems that apply rule-based and behaviour-based detection methodologies to identify potentially suspicious activity. Monitoring rules and scenarios are calibrated to the Company's risk profile and are regularly reviewed and updated to reflect emerging typologies, regulatory guidance, and changes in the threat environment.

6.2 Suspicious Activity Indicators

The following are examples of red flags and indicators that may give rise to suspicion:

Transactions that are inconsistent with the customer's known income, business profile, or stated purpose of the relationship;
Unusually large cash deposits or payments without a clear legitimate source;
Structuring of transactions (i.e., breaking up large transactions into smaller amounts to avoid reporting thresholds);
Frequent purchases and rapid resales of land or investment units without apparent economic rationale;
Transactions involving third parties with no apparent connection to the customer;
Reluctance or refusal by the customer to provide required identification or documentation;
Use of multiple accounts or identities to conduct transactions;
Transactions involving persons or entities on sanctions lists or associated with high-risk jurisdictions;
Customers who display an unusual level of knowledge about reporting thresholds or AML procedures;
Sudden and unexplained changes in the customer's transaction patterns; and
Any other activity that, in the judgement of the Company's staff, appears unusual or suspicious.

6.3 Investigation and Escalation

All alerts generated by the transaction monitoring system, as well as any suspicions identified by staff through manual review or customer interaction, are promptly escalated to the Compliance Department for investigation. The Chief Compliance Officer (CCO) or designated Compliance Officer shall review each alert or report, conduct further investigation as necessary, and determine whether a Suspicious Transaction Report (STR) should be filed with the Nigerian Financial Intelligence Unit (NFIU).

6.4 Reporting to the NFIU

Where, following investigation, the Company determines that there are reasonable grounds to suspect that a transaction or attempted transaction involves the proceeds of crime, is related to terrorism financing, or is otherwise suspicious, the Company shall file a Suspicious Transaction Report (STR) with the NFIU within the time frames prescribed by law. The Company shall not inform the customer or any other person that an STR has been or is being filed (tipping-off prohibition).

7. Record Keeping

VITA NOVA LandBank maintains comprehensive records of all customer identification documents, transaction records, due diligence documentation, internal reports, and compliance-related correspondence in accordance with applicable legal and regulatory requirements.

7.1 Retention Periods

Customer Identification Records: All customer identification and verification records, including copies of identification documents, BVN and NIN verification records, and proof of address documents, shall be retained for a minimum of five (5) years after the termination of the business relationship, in accordance with CBN requirements and the Money Laundering (Prevention and Prohibition) Act, 2022.
Transaction Records: Records of all transactions, including the nature, date, amount, currency, and parties involved, shall be retained for a minimum of five (5) years from the date of the transaction.
STR and Compliance Records: All Suspicious Transaction Reports, internal investigation files, compliance review records, risk assessments, and training records shall be retained for a minimum of five (5) years from the date of creation or, where relating to an ongoing matter, for five (5) years after the matter is concluded.

7.2 Record Accessibility

All records shall be maintained in a manner that allows them to be made available promptly to competent authorities, including the NFIU, CBN, SEC Nigeria, EFCC, and SCUML, upon lawful request. Records may be maintained in electronic form, provided that they can be retrieved and reproduced in a legible format within a reasonable timeframe.

8. Politically Exposed Persons (PEP) Screening

VITA NOVA LandBank recognises that business relationships with Politically Exposed Persons present elevated risks of corruption, bribery, and money laundering. The Company has established robust procedures for identifying, screening, and managing PEP relationships in accordance with FATF Recommendations, CBN regulations, and the Money Laundering (Prevention and Prohibition) Act, 2022.

8.1 Definition of PEPs

For the purposes of this policy, a Politically Exposed Person includes:

Domestic PEPs: Individuals who are or have been entrusted with prominent public functions in Nigeria, including but not limited to: Heads of State or Government; senior politicians and members of the National Assembly or State Houses of Assembly; senior government, judicial, or military officials; senior executives of state-owned corporations; and important political party officials.
Foreign PEPs: Individuals who are or have been entrusted with prominent public functions in a foreign country.
International Organisation PEPs: Individuals who are or have been entrusted with a prominent function by an international organisation (e.g., senior management, directors, deputy directors, or members of the board).
Family Members of PEPs: Spouses, children, parents, siblings, and in-laws of PEPs.
Close Associates of PEPs: Individuals known to have close business or personal relationships with PEPs, including joint beneficial owners of legal entities or arrangements, or any other close associate.

8.2 PEP Screening Procedures

All customers are screened against reputable, commercially available PEP databases at the point of onboarding and on an ongoing periodic basis;
Where a customer is identified as a PEP, their family member, or close associate, Enhanced Due Diligence measures as described in Section 4.3 must be applied;
Senior management approval is required before establishing or continuing a business relationship with a PEP;
Reasonable measures must be taken to establish the source of wealth and source of funds of PEPs; and
PEP relationships are subject to enhanced ongoing monitoring and more frequent periodic reviews.

9. Sanctions Screening

VITA NOVA LandBank is committed to full compliance with all applicable sanctions regimes. The Company screens all customers, beneficial owners, and counterparties against relevant sanctions lists to ensure that it does not establish or maintain business relationships with, or process transactions for, sanctioned individuals, entities, or countries.

9.1 Sanctions Lists

The Company screens against the following sanctions lists (among others):

United Nations Security Council (UNSC) Consolidated Sanctions List;
EFCC and NFIU domestic sanctions and watchlists;
U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons (SDN) List;
European Union (EU) Consolidated Sanctions List;
United Kingdom HM Treasury Sanctions List; and
Any other sanctions lists as may be required by applicable law or regulation or deemed appropriate by the Compliance Department.

9.2 Screening Procedures

Sanctions screening is conducted at the point of customer onboarding, at the point of each transaction, and on an ongoing periodic basis;
Where a potential match is identified, the transaction or relationship is immediately frozen or suspended pending further investigation by the Compliance Department;
Confirmed matches shall be reported to the NFIU and other relevant authorities without delay; and
No transaction shall be processed, and no business relationship shall be established or continued, with any individual, entity, or country subject to applicable sanctions.

10. Staff Training

VITA NOVA LandBank recognises that the effectiveness of its AML/CTF programme depends on the knowledge, awareness, and vigilance of its staff. The Company maintains a comprehensive and ongoing AML/CTF training programme for all employees, directors, and relevant third parties.

10.1 Training Programme

Induction Training: All new employees receive mandatory AML/CTF training as part of their induction programme before commencing their duties. This training covers the legal and regulatory framework, the Company's KYC/AML policies and procedures, customer identification and verification requirements, red flag indicators, and reporting obligations.
Annual Refresher Training: All employees undergo mandatory annual refresher training to ensure their knowledge remains current and to address new typologies, regulatory developments, and changes to the Company's policies and procedures.
Role-Specific Training: Employees in customer-facing roles, the Compliance Department, and senior management receive additional specialised training tailored to their specific responsibilities and the risks associated with their functions.
Ad Hoc Training: Additional training sessions are conducted as needed in response to significant regulatory changes, emerging threats, identified compliance deficiencies, or specific incidents.

10.2 Training Records

Records of all training sessions, including attendance records, training materials, and assessment results, are maintained by the Compliance Department in accordance with the Company's record-keeping policy.

11. Reporting Obligations

VITA NOVA LandBank complies fully with all statutory and regulatory reporting obligations under Nigerian law. The following reports are filed with the NFIU and other relevant authorities as required:

11.1 Suspicious Transaction Reports (STRs)

The Company is required to file an STR with the NFIU whenever there is a suspicion or reasonable ground to suspect that funds or property are the proceeds of a criminal activity, are related to terrorism financing, or that a transaction is unusual or suspicious, regardless of the amount involved.
STRs must be filed promptly and in any event within the timeframes prescribed by the NFIU. There is no minimum threshold for filing an STR — the obligation to report arises based on suspicion, not value.
All employees have a duty to report any suspicions to the Chief Compliance Officer or designated Money Laundering Reporting Officer (MLRO) immediately. The MLRO shall assess the report and determine whether an STR should be filed with the NFIU.
The identity of the person making an internal report or filing an STR is protected by law. It is a criminal offence to disclose to any person (including the subject of the report) that an STR has been or is being contemplated or filed (tipping-off).

11.2 Currency Transaction Reports (CTRs)

The Company is required to file Currency Transaction Reports with the NFIU for all cash transactions (single or linked) equal to or exceeding the sum of Five Million Naira (₦5,000,000) or its equivalent in foreign currency for individuals, and Ten Million Naira (₦10,000,000) or its equivalent for corporate entities.
CTRs must be filed within the timeframes prescribed by the NFIU, regardless of whether the transaction is considered suspicious.

11.3 Foreign Currency Transaction Reports (FTRs)

Transfers to and from foreign countries exceeding the thresholds prescribed by CBN or NFIU regulations must be reported to the NFIU as Foreign Transaction Reports.

11.4 Terrorist Property Reports

Where the Company knows or suspects that property is owned or controlled by or on behalf of a designated terrorist, terrorist group, or entity listed pursuant to United Nations Security Council Resolutions or the Terrorism (Prevention and Prohibition) Act, 2022, the Company shall immediately freeze the property or funds and report to the NFIU and the Office of the National Security Adviser (ONSA) without delay.

12. Non-Compliance and Consequences

VITA NOVA LandBank takes compliance with this KYC/AML Policy and all applicable AML/CTF laws and regulations with the utmost seriousness. Non-compliance may result in severe consequences for both the Company and the individuals involved.

12.1 Consequences for Customers

Customers who fail to comply with the Company's KYC/AML requirements may be subject to the following actions:

Account Restriction: Temporary restriction of account functionality, including the inability to make new investments or process withdrawals, until outstanding KYC requirements are fulfilled.
Account Suspension: Suspension of the customer's account pending the completion of required due diligence, verification, or investigation.
Account Closure: Permanent closure of the customer's account where the Company is unable to satisfactorily verify the customer's identity, where the customer refuses to provide required information or documentation, or where there are confirmed or strong suspicions of money laundering, terrorism financing, or other financial crime.
Reporting to Authorities: Where warranted, the Company shall report the customer's activities to the NFIU, EFCC, and other relevant law enforcement or regulatory authorities.

12.2 Consequences for Employees

Employees who fail to comply with this policy, whether through negligence, wilful misconduct, or failure to report suspicions, may be subject to:

Disciplinary action up to and including summary dismissal;
Personal criminal liability under the Money Laundering (Prevention and Prohibition) Act, 2022, the Terrorism (Prevention and Prohibition) Act, 2022, or other applicable laws; and
Civil liability for any losses incurred as a result of the non-compliance.

12.3 Consequences for the Company

Non-compliance with AML/CTF obligations may expose the Company to significant regulatory sanctions, including fines, penalties, licence revocation, and reputational damage. The Company is committed to maintaining a culture of compliance to mitigate these risks.

13. Policy Review

This KYC/AML Policy is reviewed and updated at least annually by the Chief Compliance Officer in consultation with senior management and the Board of Directors. The policy may also be reviewed and updated on an ad hoc basis in response to:

Changes in applicable laws, regulations, or regulatory guidance;
Changes in the Company's business model, products, services, or customer base;
Findings from internal or external audits, regulatory examinations, or compliance reviews;
Emerging money laundering or terrorism financing typologies and trends;
Significant compliance incidents or near-misses; and
Changes in the Company's risk assessment.

14. Contact Information

For any questions, concerns, or queries relating to this KYC/AML Policy, the Company's compliance procedures, or your obligations as a customer, please contact our Compliance Department:

Compliance Department
VITA NOVA Land Banking Limited
Email: compliance@vitanovalandbank.com
Telephone: +234 (0) 1 700 0000
Address: Lagos, Nigeria

To report a suspicious transaction or activity, please contact the Chief Compliance Officer directly at cco@vitanovalandbank.com or through the Company's confidential reporting channel.

You may also report suspicious financial activity directly to the Nigerian Financial Intelligence Unit (NFIU) via their official reporting channels at www.nfiu.gov.ng.

This policy document is for informational purposes and forms part of the contractual terms governing your relationship with VITA NOVA Land Banking Limited. By using our platform and services, you acknowledge that you have read, understood, and agree to comply with the requirements set out in this KYC/AML Policy.

KYC/AML Policy