Prospectus 3.1. Final
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Voima Account Prospectus - Version 3.1 Voima Gold Oy Business ID: 2843889-9 Bulevardi 5 voimagold.com 00120, Helsinki 1 Table of Contents Table of Contents 2 Introduction 5 Glossary 6 Product Characteristics 9 Features of a Voima Account 9 Integrating Physical Gold into a Digital Application 9 Simple and Practical Way of Owning and Holding Physical gold 9 Safe Storage on Behalf of Clients 10 Liquidity 11 Environmental, Social and Governance Priciples (ESG) 12 Environmental 12 Social 13 Governance 14 Voima’s Chain of Integrity 15 Other Products 17 Company Information 19 Voima’s Purpose, Mission and Vision 19 History 19 Financial 21 Profitability 21 Financing 21 Management and Responsibilities 22 Operational Management 22 Advisory Board 24 Board of Directors 25 Shareholders 25 2 Accountants and Auditors 25 Fees and Other Costs 26 Trading 26 Storage 26 Bar Segregation 27 Withdrawal 27 Physical Delivery 27 Gold Deposit and Sourcing 27 Other Fees 28 Operational Management 29 Customer Management 29 Customer Support 29 Customer Data Handling 30 Cash Management 30 Gold Sourcing 33 Gold Trading 33 Funding the Voima Account 34 Placing an Order 34 Trade Settlement 34 Immediate Settlement 35 Delayed Settlement 35 Trade Confirmation 36 Transaction Failure or Cancellation 36 Voima’s Online Platform 36 Data Provider and Reference Price 36 Storage and Withdrawals 37 Safety 37 Voima’s Vault 37 Refinery Partners’ Gold Accounts 37 3 Withdrawal Practices 38 Voima Account Auditing 38 Vault and Account Audit 39 Assaying of Voima’s bars 40 Insurance Policy 40 Gold in Voima’s Vault 40 Gold in Transit 41 Gold at Refinery Partners 41 Reporting 41 Taxation 41 Compliance and Risk Management 43 Compliance & Ethics in General 43 Anti-Money Laundering and Counter-Financing of Terrorism Policies 44 Customer Due Diligence (CDD) 45 Know Your Customer (KYC) 45 Regulatory Compliance 47 Data Protection Compliance 47 Preventing Money Laundering and Terrorist Financing 48 Risk Management 49 Physical Security Risks 49 Liquidity Risk 50 Market Risk 50 Counterparty Risk 51 Outsourcing Risk 51 Information Technology and Cybersecurity Risks 52 Operational Risk 52 Legal and Compliance Risk 53 Wind-Down Planning 53 General 53 4 Roles & Responsibility Areas During Wind-Down Process 54 Wind-Down Scenarios 55 The Wind-Down Process 55 Account Opening Manual 57 1st step - Opening an Individual Account 57 2hd step - Opening an Organization Account 57 3rd step - Transfer Funds to the Voima Account 58 4th step - Submit an Order 58 Disclamer 58 5 Introduction This document is a guide for Clients who are considering opening a Voima Account through Voima Gold Oy (hereinafter referred to as “Voima”). Voima Account is an account uniquely integrates physical gold into the digital world, without compromising the security and trust of a physical asset, or user experience enabled by the intelligent software. Voima Account is ideal for savings, and in the future for payments as well - making a “regular bank account” obsolete. A Voima Account consists of a Gold Account to store physical gold, and a Currency Account to hold fiat money. A Voima Account includes an online platform accessible through a web browser at voimagold.com or via a mobile application. When you use your Voima Account for buying gold you then hold real physical gold stored in Voima’s vault located in Finland, a country globally known for its high-levels of integrity and low-levels of corruption. Voima Account has been designed so that it combines the ease and flexibility of digital user experience and the advantage of physical gold ownership. A Voima Account enables simple, practical and versatile ways of holding physical gold . Risks have been stripped to bare minimum and benefits such as liquidity and safety have been endorsed to the fullest. This document is designed to explain Voima Account in detail for making the Client’s due diligence and decision making processes easier. You are strongly encouraged to read this document in its entirety before opening a Voima Account. Should you have any questions about Voima Account, or Voima itself, please do not hesitate to contact us. Form more information Voima Gold Oy Mailing Address Bulevardi 5, 00120 Helsinki Finland Bulevardi 5 A 86 [email protected] 00120 Helsinki +358 (0)9 612 1917 Finland 6 Glossary Definitions for the key terms used in this Document. Bar Segregation Clients can request their gold bars to be stored separately in Voima’s Helsinki Vault. This request is called bar segregation. Bar segregation specifies the bars which the Client owns on the Voima Account. Currency Account In this document, Currency Account refers to the side of the Client’s Voima Account to which the Client can deposit Fiat Currency. The Client can also withdraw Fiat Currency from the Currency Account. The Currency Account’s main purpose is to exchange Fiat Currency into gold stored on the Client’s Gold Account side of the Voima Account. Fiat Currency Means a central bank-issued currency established as the official currency of a nation by the government of that nation. Fiat Currency Holdings Means all Fiat Currency that you hold on your Currency Account. Fineness The gold content in a gold bar or gold material expressed in either percentages or promilles. Gold Account In this document, Gold Account refers to the side of the Client’s Voima Account to which the Client can buy gold, from which the Client can sell gold into Fiat Currency and on which the Client’s Gold Holdings are held and accounted. Additionally, Clients can make physical Gold Deposits to the Gold Account and request Gold Withdrawals from the Gold Account. Gold Deposit Depositing physical gold to Voima Account. Clients can deposit gold bars, coins, jewellery, mining doré bars and other gold material to their Voima Account. 7 Gold Holdings In this document, Gold Holdings refers to all gold held by the Clients on the Gold Accounts. All of the Gold Holdings are fully backed by physical gold. The majority of the Gold Holdings are stored in Voima’s Helsinki vault in immediate reserves which are in the form of serial numbered 100 grams and one-kilogram 999.9 Voima gold bars. A minority of the gold is held at Voima’s gold refinery partners’ gold accounts, due to liquidity reasons. Voima always holds at least 65 percent of the gold in immediate reserves, meaning that at least 65 percent of all Client Gold Holdings are held in the form of 100 grams and one-kilogram four nine Voima gold bars and doré bars stored in Voima’s Helsinki vault. Gold Sourcing Voima conducts responsible gold sourcing, meaning the acquisition of gold material, in order to provide liquidity and gold into Voima’s Ecosystem. Gold Withdrawal Withdrawing physical gold out of Voima Account. Good Delivery The London Bullion Market Association’s set of criteria that enable the global trade in gold and silver bars. The good delivery standards are currently the standard trusted around the world for precious metals trading. Investment Grade Gold Gold which meets the requirements set by the European Union in terms of purity, markings and shape. On the Voima Account, this means either 100g or 1 kg gold bars with a purity equal to 999.9 parts per thousand pure gold bars refined by Voima’s LBMA accredited refinery partners. London Bullion Market Association The London Bullion Market Association (LBMA) is an international trade association for the global over-the-counter (OTC) precious metals market. Members of the LBMA include, e.g., refiners, bullion banks, assayers as well as storage, and transport service providers. The LBMA is currently the world’s largest standard setting organization in the global gold market. London Bullion Market Though the London Bullion Market gold is internationally traded on a 24-hour basis, mainly through London, in OTC spot and forward transactions. Voima’s Refinery partners often trade spot gold through the London Bullion Market, and Voima uses the price set in the London Bullion Market for its transactions with Clients. 8 Physical Delivery See ‘Gold Withdrawal’. Purity See ‘Fineness’. Refinery A service provider whose business is to turn impure gold into pure gold and cast bars. Voima Account A Product combining both the Gold Account and the Currency Account as well as all other functions and services offered by Voima. Voima Account Auditing Auditing process that includes both calculating the amount of gold held in Voima Accounts, conducted by a third party auditor PricewaterhouseCoopers (PwC), and measuring the purity of Voima’s gold bars conducted by Eurofins Labtium which is a government accredited precious metals assayer. Voima’s Chain of Integrity Chain within Voima’s Ecosystem consisting of Voima’s trusted partners: Voima’s vault facilities, Voima’s online platform, Voima’s LBMA accredited partners such as refineries and logistics firms as well as the London bullion gold market. Voima’s Chain of Integrity includes a due diligence process that trusted partners will have to pass and includes inter alia, Voima ensuring and verifying that all gold is responsibly sourced, that gold held by Voima’s external logistics and refinery partners is real and that no criminal activities take place via Voima’s services. Voima’s Ecosystem Voima’s integrated system of customers, suppliers, LBMA accredited refineries, LBMA accredited logistics providers, the LBMA bullion market, auditors, and insurance underwriters. Wind-Down Plan A plan enabling a company to cease its activities and achieve cancellation of its regulatory permissions (if applicable) in an orderly manner, with minimal adverse impact on the company’s customers, counter-parties or the wider markets. 9 Product Characteristics Features of Voima Account Integrating Physical Gold into a Digital Application The functions of Voima Account are accessed via an online platform accessible through a web browser at app.voimagold.com or a mobile application.