JPRF-V-2025-0151 — Reforms to Chapter I "Registration" and Chapter II "Private Sector Issuers" of Title IV "Common Provisions on Registration in the Public Registry of the Securities Market"

Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | Resolution No. JPRF-V-2025-0151 THE FINANCIAL POLICY AND REGULATION BOARD CONSIDERING: That, Article 82 of the Constitution of the Republic of Ecuador prescribes that the right to legal certainty is based on respect for the Constitution and the existence of prior, clear, public, and applied legal norms by competent authorities; That, number 6 of Article 132 of the aforementioned Constitution grants public regulatory bodies the authority to issue norms of a general nature in matters within their competence, without being able to alter or innovate legal provisions; That, Article 226 of the Fundamental Norm stipulates that State institutions, their bodies, dependencies, public servants, and persons acting by virtue of a State power shall exercise only the competencies and faculties attributed to them in the Constitution and the law; having the duty to coordinate actions to fulfill their purposes and make effective the enjoyment and exercise of rights recognized in the Constitution; That, Article 227 of the Magna Carta establishes that public administration constitutes a service to the community governed by the principles of effectiveness, efficiency, quality, hierarchy, decentralization, coordination, participation, planning, transparency, and evaluation; That, Article 13 of the Organic Monetary and Financial Code, Book I, reformed following the promulgation of the Organic Reform Law to the Organic Monetary and Financial Code for the Defense of Dollarization, created the Financial Policy and Regulation Board, part of the Executive Function, as a public law legal entity, with administrative, financial, and operational autonomy, responsible for the formulation of credit, financial, securities, insurance, and prepaid comprehensive health care services policy and regulation; That, Article 14 ibidem, Book I, in numbers 1 and 2, determines that, within the scope of the Financial Policy and Regulation Board, it corresponds to formulate credit and financial policy, including securities policy; as well as to issue regulations that allow maintaining the integrity, solidity, sustainability, and stability of the securities system; establishing that, for the fulfillment of these functions, the aforementioned Board will issue norms in matters within its competence, without being able to alter legal provisions; being able to issue regulations by segments, economic activities, and other criteria; That, the Organic Monetary and Financial Code, Book I, in its Article 14.1, prescribes that, for the performance of its functions, the Financial Policy and Regulation Board must fulfill certain duties and exercise certain faculties; among which are those indicated in numbers 1, 7, 9, 14 letter b, 25, and 27, which are: regulate the creation, constitution, organization, activities, operation, and liquidation of securities entities; issue the prudential regulatory framework to which securities entities must be subject, a framework that must be coherent and not give rise to regulatory arbitrage; issue the non-prudential regulatory framework for all securities entities; authorize securities entities for new activities that, although not prohibited, are necessary to fulfill the objectives of securities policy, according to the regulations issued for this effect; apply the provisions of this Code and resolve cases not provided for therein, within the scope of its competence; and, exercise the other functions, duties, and faculties assigned to it by the Organic Code and the law; That, the last paragraph of Article 14.1 ibidem mandates that all norms and policies issued by the Financial Policy and Regulation Board in the exercise of its functions, duties, and faculties must be backed by duly founded and argued technical reports; That, Article 25.1, number 1, of the aforementioned organic code determines, among the functions of the Technical Secretariat of this Board, the elaboration of technical and legal reports that support the regulation proposals that the Financial Policy and Regulation Board will issue;

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Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | That, General Provision Twenty-Ninth of the Organic Monetary and Financial Code, Book I, prescribes: "In the current legislation where mention is made of the 'Monetary and Financial Policy and Regulation Board', replace it with 'Financial Policy and Regulation Board'."; That, Transitory Provision Fifty-Fourth of the aforementioned Code determines the transitional regime of resolutions of the Codification of the Monetary and Financial Policy and Regulation Board, establishing that: "(...) Resolutions contained in the Codification of Monetary, Financial, Securities, and Insurance Resolutions of the Monetary and Financial Policy and Regulation Board and norms issued by control bodies will maintain their validity until the Monetary Policy and Regulation Board and the Financial Policy and Regulation Board resolve what corresponds, within the scope of their competencies."; That, the Securities Market Law, contained in Book II of the Organic Monetary and Financial Code, when referring to the object and scope of said Law, determines in its Article 1 that its object is to promote an organized, integrated, efficient, and transparent securities market, in which securities intermediation is competitive, orderly, equitable, and continuous, as a result of true, complete, and timely information; whose scope covers the securities market in its stock and over-the-counter segments, stock exchanges, trade associations, securities houses, fund and trust administrators, rating agencies, issuers, external auditors, and other participants who act in any way in the securities market; That, the Securities Market Law, in its article numbered immediately following Article 1, prescribes that the guiding principles of the securities market that guide the actions of the Financial Policy and Regulation Board, the Superintendence of Companies, Securities, and Insurance, and participants are: i) public faith; ii) investor protection; iii) transparency and publicity; iv) symmetric, clear, true, complete, and timely information; v) free competition; vi) equal treatment of securities market participants; vii) application of good corporate practices; viii) respect and strengthening of the regulatory power of the Financial Policy and Regulation Board, subject to the Constitution of the Republic of Ecuador, public policies of the Securities Market, and the Law; and, ix) promote financing and investment in the national development regime and a democratic, productive, efficient, and solidary market; determining that these principles must always be interpreted in the sense that most favors the investor; That, Article 9 of the Organic Monetary and Financial Code, Book II (Securities Market Law), enumerates the attributions that currently correspond to the Financial Policy and Regulation Board in the context of this Law, among which are those indicated in numbers 1, 4, 13, and 21, which are: (i) establish the general policy of the securities market and regulate its functioning; (ii) issue the resolutions necessary for the application of this Law; (iii) regulate registrations in the Public Registry of the Securities Market and their maintenance; and, (iv) regulate concerning activities and operations of the securities market, accounting and operation recording systems, and other aspects of the performance of participants in the market; That, Article 18 of the Securities Market Law provides that within the Public Registry of the Securities Market, public information regarding issuers, securities, and other institutions regulated by this Law will be registered, constituting this registration a prior requirement to participate in stock and over-the-counter markets; That, Article 20 ibidem provides that, the National Securities Council (currently the Financial Policy and Regulation Board) will regulate registration and its maintenance in the Public Registry of the Securities Market, in order to achieve that the information derived from registration and its maintenance allows the public to precisely identify the registered value or participant and its characteristics;

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Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | That, the Organic Monetary and Financial Code, Book II, in its Article 23 determines that the cancellation of the registration of a participant or a value in the Public Registry of the Securities Market may be voluntary when requested by the issuer in accordance with the norms issued by the National Securities Council (currently in charge of the Financial Policy and Regulation Board), or ex officio when the Superintendence of Companies, Securities, and Insurance determines so through a founded resolution; That, Article 15 of the Organic Administrative Code, with reference to the principle of responsibility, provides that the State will respond for damages as a consequence of the lack or deficiency in the provision of public services or the actions or omissions of its public servants or subjects of private rights who act in the exercise of a public power delegated by the State and its dependents, controlled or contractors, with the State making effective the responsibility of the public servant for intentional or negligent acts or omissions, stating that no public servant is exempt from responsibility; That, the Technical Secretariat of the Financial Policy and Regulation Board, through Memorandum No. JPRF-ST-2025-0028-M of April 23, 2025, submits to the President of the Board the Technical Report No. JPRF-CTVS-2025-003 of April 23, 2025, issued by the Technical Coordination of Securities and Insurance System Policy; as well as the Legal Report No. JPRF-CJF-2025-014 of April 23, 2025, issued by the Legal Coordination of Financial Policy and Norms of this Board, and the corresponding draft resolution; That, the Financial Policy and Regulation Board, in an ordinary session held by technological means, convened on April 24, 2025, and carried out via video conference on April 29, 2025, reviewed the Memorandum No. JPRF-ST-2025-0028-M of April 23, 2025, issued by the Technical Secretary of the Board; as well as the aforementioned Technical Report No. JPRF-CTVS-2025-0003 and Legal Report No. JPRF-CJF-2025-014, in addition to the corresponding draft resolution; That, the Financial Policy and Regulation Board, in an ordinary session held by technological means, convened on April 24, 2025, and carried out via video conference on April 29, 2025, reviewed and approved the following Resolution; and, In exercise of its functions, RESOLVES: ARTICLE FIRST.- Substitute Article 2 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 2.- Obligation of registration: Registration in the Public Registry of the Securities Market is mandatory for the issuer and for the securities it issues, as well as for acceptors of negotiable commercial invoices, if they wish to participate in the securities market. Registration is mandatory for stock exchanges, securities houses, centralized depositories for compensation and settlement of securities; provider and administrator entity of the unique stock system SIUB; stock operators; rating agencies, fund and trust administrators; investment funds, external audit companies that audit participants of the securities market, bondholders' representatives, entities that provide auxiliary technological services for the securities market, originators of securitization processes of rights to collect on expected future sales, fiduciary businesses established by the Financial Policy and Regulation Board, and other participants and the securities referred to in the Law.

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Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | Such registration does not imply certification or any responsibility on the part of the Superintendence of Companies, Securities, and Insurance regarding the price, goodness, or negotiability of the security nor the solvency and payment capacity of the issuer. The information presented to the Public Registry of the Securities Market is the exclusive responsibility of the registrant. Any publicity or dissemination carried out by issuers, offerers, or securities intermediaries and other institutions regulated by the Law must mention this caveat." ARTICLE SECOND.- Substitute Article 4 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 4.- Presentation: The information required for registration in the Public Registry of the Securities Market must be prepared and presented as established by the Superintendence of Companies, Securities, and Insurance, and may be in physical or electronic form. In any application submitted for registration, as well as attached to the information for its maintenance, there must be included an express certification by the respective legal representative of the institution or company, attesting to the truthfulness of the information presented to the Superintendence of Companies, Securities, and Insurance." ARTICLE THIRD.- Substitute Article 6 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 6.- Registration and term: Once the petitioner has fulfilled all exigible requirements and resolved any observations made, if applicable, or in the absence of observations by the Superintendence of Companies, Securities, and Insurance, the latter will issue within fifteen (15) days the corresponding resolution ordering registration in the Public Registry of the Securities Market, which will be published on the website of the Superintendence of Companies, Securities, and Insurance; and, on the next business day after this publication is made, the petitioner must publish it on their website; upon compliance, they will communicate this to the Superintendence. Once the Superintendence of Companies, Securities, and Insurance receives through electronic means the communication in which the petitioner indicates having made the publication on their website with the indication of the respective link, it will effectuate the registration within a maximum term of three (3) days. If within the term of fifteen (15) days, indicated in the first paragraph, the Superintendence of Companies, Securities, and Insurance does not resolve, the respective application for registration in the Public Registry of the Securities Market will be understood as approved, for which effect the Superintendence will issue the respective resolution stating such approval." ARTICLE FOURTH.- Substitute Article 8 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 8.- Conservation of documentation and records: Securities market participants will maintain their documentation and their accounting records, those of the activity they develop, and those of their clients; including respective backups, for a period of ten (10) years in physical or electronic form, counted from the date of termination of the contractual relationship or liquidation of the business."

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Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | ARTICLE FIFTH.- Substitute Article 9 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 9.- Extensions for presentation of information: The Superintendent of Companies, Securities, and Insurance is authorized to grant extensions requested by participants registered in the Public Registry of the Securities Market, for the sending of continuous information, in the cases enumerated in Article 30 of the Civil Code and that, in their criteria, were duly justified. The respective application must be presented at least five (5) days in advance of the expiration of the deadlines and terms fixed for the fulfillment of the obligation." ARTICLE SIXTH.- Substitute Article 10 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following: "Art. 10.- On the suspension of registration and its cancellation: The Superintendence of Companies, Securities, and Insurance may suspend the registration of participants and values registered in the Public Registry of the Securities Market, in accordance with the causes established in Article 22 of the Securities Market Law, for a period not exceeding one (1) month. If in the judgment of the Superintendence of Companies, Securities, and Insurance, the causes of suspension still subsist at the end of the period referred to in the previous paragraph, the suspension may be extended until a maximum term of six (6) months is completed. Upon expiration of this extension without the respective causes of suspension having been remedied, the Superintendence of Companies, Securities, and Insurance will cancel the registration, without prejudice to resolving the intervention or dissolution of the company, or imposing on this or its administrators the sanctions to which there may be grounds, in accordance with the Securities Market Law and the provisions of the Companies Law. In the case of public sector participants and values, the extension mentioned in the previous paragraph may be declared ex officio so that the respective entity presents the corresponding report. If after fifteen (15) days from the end of said extension, the causes of suspension still subsist, the Superintendence of Companies, Securities, and Insurance will cancel the respective registration. In the case of private sector participants and values of the financial sector and the popular and solidary economy, both generic and specific registration, as applicable, the suspension or cancellation of registration will proceed prior to a favorable report from the Superintendence of Banks or the Superintendence of the Popular and Solidary Economy, as the case may be. If within the term of fifteen (15) days counted from the date of presentation of the report from the Superintendence of Companies, Securities, and Insurance recommending such measure, the Superintendence of Banks or the Superintendence of the Popular and Solidary Economy does not present its report, its silence will be interpreted as a favorable report. The same procedure will be followed regarding public sector participants and values, in which case the corresponding communication must be directed to the legal representative of the respective entity. For the case of suspension of the effects of registration and cancellation of issuers and values not domiciled in Ecuador, the procedure will be in accordance with what is provided in this article." ARTICLE SEVENTH.- Substitute the text of Article 11 of Chapter I "Registration", Title IV "Common Provisions on Registration in the Public Registry of the Securities Market", Book II "Securities Market" of the Codification of Monetary, Financial, Securities, and Insurance Resolutions, with the following:

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Address: Av. Amazonas between Pereira and Unión Nacional de Periodistas Governmental Financial Management Platform. Red Block, 8th floor | Postal Code: 170507 | Quito - Ecuador | "Art. 11.- Cancellation of registration: In accordance with what is provided in number 2 of Article 23 of the Securities Market Law, the registration of a participant or value in the Public Registry of the Securities Market may be cancelled ex officio by the Superintendence of Companies, Securities, and Insurance. It may also dispose of the voluntary cancellation of registration, provided that the following requirements have been met:

1. Regarding an issuance of securities of a credit nature, the issuing company may request the cancellation of the registration of the issuer and such values in the Public Registry of the Securities Market, only when it has been fully redeemed or reacquired in its entirety by one or more bondholders or investors who expressly accept their withdrawal from the market.
2. Regarding securities market participants not contemplated in the previous number, the legal representative of the participant may request the cancellation of registration in the Public Registry of the Securities Market, which will be authorized by the Superintendence of Companies, Securities, and Insurance provided that with it no prejudice is caused to securities market participants, following the procedures provided in the current regulation.
3. Regarding variable income values called "Certificates of Contribution of Mutual Savings and Credit Associations for Housing", the issuer may request the voluntary cancellation of the registration of said values in the Public Registry of the Securities Market to the Superintendence of Companies, Securities, and Insurance, by complying with the