General Resolution SMV No. JD-3-21 Modifying the Registration Fee for Modification of Terms and Conditions of an Issuance

Promulgated in the Official Gazette No. 29344 of August 3, 2021.

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REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE

General Resolution SMV No. JD-3-21
Of July 14, 2021

"By which Article One of General Resolution SMV No. JD-6-20 of June 23, 2020, regarding the amount of the registration fee for the modification of terms and conditions of an issuance, is modified"

The Board of Directors of the Securities Market Superintendence,

in the exercise of its legal powers and

CONSIDERING:

That through Law 67 of September 1, 2011, the Securities Market Superintendence (hereinafter the "Superintendence") was created as an autonomous entity of the State, with legal personality, its own assets, and administrative, budgetary, and financial independence, with exclusive jurisdiction to regulate and supervise issuers, investment companies, intermediaries, and other participants in the securities market in the Republic of Panama.

That, pursuant to what is established in Article 121 of Law 67 of September 1, 2011, the National Assembly issued the Single Text of the Securities Market Law, which comprises Decree-Law 1 of July 8, 1999, and Title II of Law 67 of September 1, 2011 (hereinafter "Single Text").

That through Law 66 of December 9, 2016, the Single Text was reformed and, among other things, the amounts of the registration and supervision fees were modified.

That item 10 of Article 10 of the Single Text establishes that it is within the powers of the Board of Directors to "Evaluate, review, and modify the amounts of the registration and supervision fees, maintaining a strict relationship with the costs that the Superintendence must incur to fulfill its functions in a rational and efficient manner."

That Article 27 of the Single Text sets forth the criteria for determining the fees, which states that they "must maintain a strict relationship with the costs that the Superintendence must incur to fulfill its functions in a rational and efficient manner in accordance with its budget."

That from Articles 19 and 20 of the Single Text it is derived that the Board of Directors may issue resolutions of general application, which must be published in the Official Gazette and will enter into force from their promulgation, unless the Board of Directors establishes another date.

That the Superintendence, through Agreement No. 3-2021 of July 14, 2021, adopted the special and abbreviated procedure for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the margin (spread) and to determine the new reference rate and margin (spread) to be used for its replacement.

That the Board of Directors evaluated and decided to modify General Resolution SMV No. JD-6-20 of June 23, 2020, regarding the amount of the registration fee for the modification of terms and conditions of an issuance, with the objective of determining a special amount for the payment of this fee, in cases where the registration is carried out based on the special and abbreviated procedure contemplated in Agreement No. 3-2021 of July 14, 2021, in such a way that it is consistent with the costs that the Superintendence must incur to attend to these requests, in accordance with what is provided in item 10 of Article 10 and Article 27 of the Single Text.

That, pursuant to the foregoing, the Board of Directors of the Securities Market Superintendence, in the exercise of its legal powers,

RESOLVES:

Promulgated in the Official Gazette No. 29344 of August 3, 2021.
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ARTICLE ONE: MODIFY Article One of General Resolution SMV No. JD-6-20 of June 23, 2020, as follows:

ARTICLE ONE: MODIFY the amount of the registration fee detailed below:

Article 1. Registration Fees. Persons who request the following registrations or licenses from the Superintendence will be subject to the payment of the following fees:

1. Modification of terms and conditions of an issuance, ten thousand balboas (B/. 10,000.00).

When the modification of terms and conditions of an issuance is carried out based on the special and abbreviated procedure contemplated in Agreement No. 3-2021 of July 14, 2021, the registration fee to be paid will be three thousand balboas (B/. 3,000.00).

ARTICLE TWO: EFFECTIVE DATE. This general resolution will enter into force from its promulgation in the Official Gazette.

LEGAL BASIS: Articles 10 (item 10), 19, 20, 27, and corresponding articles of the Single Text of the Securities Market Law. Law 66 of December 9, 2016.

LET IT BE COMMUNICATED, PUBLISHED, AND COMPLIED WITH,

(fdo.) (fdo.)
José Ramón García De Paredes Luis Chalhoub
President of the Board of Directors, Ad Hoc Secretary of the Board of Directors.