Agreement 5-2024 of May 22, 2024 Adding Provisions to Articles 8 and 9 of Agreement No. 2-2011

REPUBLIC OF PANAMA BOARD OF DIRECTORS SECURITIES MARKET SUPERINTENDENCE

Agreement No. 5-2024 (From May 22, 2024)

"By which certain provisions are added to Articles 8 and 9 of Agreement No. 2-2011 of April 1, 2011"

THE BOARD OF DIRECTORS In exercise of its legal powers and

CONSIDERING

That through Law 67 of September 1, 2011, the Securities Market Superintendence (hereinafter the "Superintendence") is created as an autonomous state entity, with legal personality, own assets, and administrative, budgetary, and financial independence, with exclusive competence 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 comprising Decree-Law 1 of July 8, 1999, and Title II of Law 67 of September 1, 2011 (hereinafter the "Single Text").

That Article 3 of the Single Text establishes that the general objective of the Superintendence is the regulation, supervision, and oversight of securities market activities 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 Article 10 of the Single Text establishes that it is within the powers of the Board of Directors to "Adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law."

That Article 14 of the Single Text establishes among the powers of the Superintendent of the Securities Market to examine, supervise, and oversee the activities of licensed entities issued by the Superintendence, as well as their main executives, securities brokers, and analysts, within the functions inherent to their licenses, as appropriate.

That the Superintendence, through Agreement 2-2011 of April 1, 2011, adopted the rules applicable to the activities and functioning of Securities Houses.

That the Securities Market Superintendence has identified that some securities houses maintain an Operational Manual that identifies in detail all their processes as a good practice for the development of their activities.

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 market efficiency, competition, and capital formation.

That the Securities Market Superintendence has made manifest the importance of modifying certain provisions of Agreement 2-2011 of April 1, 2011, in order to incorporate the submission of an Operational Manual as a requirement to apply for and maintain the validity of a securities house license, which will allow maintaining standardization for these entities, additionally allowing a better understanding of the internal functioning of each of these regulated entities, which will contribute to the supervision tasks provided by this Superintendence.

That this agreement has been submitted to the Public Consultation Procedure established in Title XV of the Single Text of the Securities Market Law, specifically in Articles 323 et seq., whose term was from April 10 to May 10, 2024, as recorded in the public access file held by the Superintendence.

Therefore, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,

AGREES:

ARTICLE ONE: ADD paragraph 17 to Article 8 of Agreement No. 2-2011 of April 1, 2011, which will read as follows:

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Article 8. (Of the License Application): ... To obtain the Securities House License, the following documentation and information must be provided:

... 17. Operational Manual: Which must contain: i) a detailed description of each of the entity's processes, step by step, including but not limited to: orders, timing, flowcharts, and responsible parties for the activities performed by the securities house in accordance with what is established in its Business Plan; and ii) The rules or policies of the securities house. Said manual and its updates must be approved by the Board of Directors. 18. Fee information brochure, approved by the Board of Directors, which must be available to clients on the entity's website. ...

ARTICLE TWO: ADD paragraph 13 and a PARAGRAPH to Article 9 of Agreement No. 2-2011 of April 1, 2011, which will read as follows:

Article 9. (Requirements to Maintain the License Valid):

The person who obtains a Securities House License must at all times comply with the following conditions to keep it valid:

... 13. Maintain and apply an Operational Manual, which complies with what is established in paragraph 17 of Article 8 of this Agreement. 14. Keep up to date all information regarding the Securities House presented to the Superintendence for the obtaining of the license. 15. Stay current in the payment of fees applicable to the operation of the Securities House business. 16. Promote security, transparency, and protection of the investing public. 17. Comply with other requirements established by the Securities Market Law and its regulatory Agreements.

PARAGRAPH. (Compliance Deadline and Updates of the Operational Manual).

Licensed securities houses will have until December 31, 2024, to submit their Operational Manual. The Superintendence will review the submitted manuals, and the securities houses must address any observations (if any).

In the case of updates to the Operational Manuals, they must be sent to the Superintendence within thirty (30) business days following their approval by the Board of Directors, and the same review procedure established in the preceding paragraph will apply.

ARTICLE THREE: VALIDITY. The provisions of this Agreement will enter into force from its publication in the Official Gazette.

PUBLISH AND COMPLY,

[Signature] Adriana Carles President of the Board of Directors

[Signature] Eduardo Lee Secretary of the Board of Directors, Ad Hoc

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