Agreement 1-2025 of June 10, 2025 Modifying Certain Provisions of Agreement No. 8-2005

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 1-2025
(of June 10, 2025)
"By which certain provisions of Agreement No. 8-2005 of June 20, 2005 are modified"

THE BOARD OF DIRECTORS
In exercise of its legal powers, and

CONSIDERING:

That Law 67 of September 1, 2011, reformed Decree-Law 1 of July 8, 1999, and created the Securities Market Superintendence as an autonomous entity of the State, with legal personality, its own assets, and administrative, budgetary, and financial independence.

That the Board of Directors, in accordance with Articles 5, 6, 10 (item 1), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Body for consultation, regulation, and establishment of the general policies of the Superintendence, and among its attributions is to adopt, reform, and revoke Agreements that develop the provisions of the Securities Market Law.

That the Superintendence, by virtue of Article 3 of the Single Text, has the general objective of regulating, supervising, and auditing the activities of the securities market developed in the Republic of Panama or from it, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights.

That through Agreement No. 8-2005 of June 20, 2005, criteria were established for the imposition of administrative fines for delay in the presentation of Financial Statements and Reports to the Securities Market Superintendence, applicable to registered persons or those subject to reporting as established in said Agreement.

That through Law 67 of September 1, 2011, important changes were introduced into the Superintendence's sanctioning power, including the possibility of sanctioning with a fine or private reprimand persons who commit minor infractions, including registered issuers, whose offense is not classified as very serious or serious, according to the provisions of Articles 271 and 274 of the Single Text.

That, likewise, Law 67 of 2011 provides that the Board of Directors of the Superintendence may establish criteria for the imposition of sanctions when it deems appropriate, and that the Superintendent will adhere to them to set the amounts of fines or to impose other types of sanctions.

That, in this order of ideas, Article 323 of the Single Text establishes that when the Superintendence contemplates reforming an agreement, it must consider to determine if the action is necessary and appropriate: (a) the public interest, (b) the protection of investors, and (c) whether the action promotes efficiency, market competition, and capital formation.

That the Superintendence has identified the need to review and update certain provisions of Agreement No. 8-2005, taking into consideration the new valuation criteria for the imposition of sanctions introduced by Law 67 of 2011 to the Single Text.

That taking into account that the provisions contemplated in this Agreement are limited to adapting and updating the applicable norms to the criteria for the imposition of administrative fines for delay in the presentation of Financial Statements and Reports to the Superintendence, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate any restriction, therefore the provisions contained in Title XV, regarding the "Administrative Procedure for the Adoption of Agreements," will not be applicable to this Agreement.

That, by virtue of the foregoing, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,

AGREES:

ARTICLE FIRST: MODIFY the title of Agreement No. 8-2005 of June 20, 2005, which will remain as follows:
"By which criteria are established for the imposition of administrative sanctions for delay in the presentation of Financial Statements and Reports to the Securities Market Superintendence"

ARTICLE SECOND: MODIFY ARTICLE FIRST of Agreement No. 8-2005 of June 20, 2005, which will remain as follows:
ARTICLE FIRST: Adopt this Agreement by which criteria are established for the imposition of administrative sanctions for delay in the presentation of Financial Statements and Reports to the National Securities Commission, applicable to registered persons or those subject to reporting, as established in the subsequent Articles.

ARTICLE THIRD: MODIFY ARTICLE 1 of Agreement No. 8-2005 of June 20, 2005, which will remain as follows:
ARTICLE 1: Each business day of delay in the presentation of Quarterly or Annual Update Reports by registered securities issuers and periodic reports by registered investment companies, in accordance with the Single Text of the Securities Market Law and the Agreements adopted by the Securities Market Superintendence, will be sanctioned cumulatively as follows:
a. With a fine of FIFTY BALBOAS (B/.50.00) per day, during the first ten (10) business days of delay; b. With a fine of ONE HUNDRED BALBOAS (B/.100.00) per day, during the following ten (10) business days of delay;
c. With a fine of ONE HUNDRED FIFTY BALBOAS (B/.150.00) per day, during the subsequent business days of delay, up to a maximum of THREE THOUSAND BALBOAS (B/.3,000.00).

The Securities Market Superintendence will impose the corresponding sanction for each late report, following the special procedure for the imposition of immediate application sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

Once the deadline for the submission of the reports established in this article has expired, the Superintendence must send within the next five (5) business days an email requesting the respective explanations, which initiates the special procedure for the imposition of immediate application sanctions.

The Securities Market Superintendence, in addition to the sanctioning criterion established in this article, upon receiving the explanations from the registered issuer, must evaluate and apply the legal valuation criteria contemplated in Article 265 of the Single Text, possibly even, if warranted, after the respective analysis, applying the private reprimand sanction established by the Single Text.

Paragraph. (Suspension of authorization for public offering).
When a registered issuer in the Superintendence incurs a delay of sixty (60) business days in the delivery of its Update Reports, the authorization for the public offering and negotiation of the registered securities before the Superintendence will be suspended.

The suspension referred to in the previous paragraph will be ordered by Resolution of the Superintendent. Nevertheless, the suspension will become void automatically once the delinquent issuer presents the corresponding Reports, in compliance with what is established in Agreements No. 2-2000 and 8-2000.

ARTICLE FOURTH: MODIFY ARTICLE 2 of Agreement No. 8-2005 of June 20, 2005, which will remain as follows:

ARTICLE 2: Each business day of delay in the presentation of Financial Statements and Special Reports, the latter upon prior request, by Securities Houses, Investment Advisors, Investment Managers, Administrators of Retirement and Pension Fund Investments, Self-Regulatory Organizations, Price Providing Entities, and Risk Rating Entities, in accordance with the Single Text of the Securities Market Law and the Agreements adopted by the Securities Market Superintendence, will be sanctioned cumulatively as follows:
a. With a reprimand during the first five (5) business days of delay. b. With a fine of SEVENTY-FIVE BALBOAS (B/.75.00) per day, during the following ten (10) business days of delay;
c. With a fine of ONE HUNDRED FIFTY BALBOAS (B/.150.00) per day, during the following fifteen (15) business days of delay, up to a maximum of THREE THOUSAND BALBOAS (B/.3,000.00).

The Securities Market Superintendence will impose the corresponding sanction for each late report, following the special procedure for the imposition of immediate application sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

Once the deadline for the submission of the reports established in this article has expired, the Superintendence must send within the next five (5) business days an email requesting the respective explanations, which initiates the special procedure for the imposition of immediate application sanctions.

ARTICLE FIFTH: MODIFY ARTICLE 2 of Agreement No. 8-2005 of June 20, 2005, which will remain as follows:

ARTICLE 3: Administrative sanctions for delay in the presentation of Update Reports and other Reports will be imposed without prejudice to the civil liability that may arise due to the late supply of said Reports.

ARTICLE SIXTH: This Agreement will enter into force from its publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

Adriana Carles
President of the Board of Directors

Secretary of the Board of Directors.