REPUBLIC OF PANAMA

SUPERINTENDENCY OF THE SECURITIES MARKET

Agreement No. 4-2024

(of May 22, 2024)

"By which the Republic of Honduras is declared a recognized jurisdiction for the purposes of the definition contained in numeral 36 of Article 49 of the Single Text of the Securities Market Law"

THE BOARD OF DIRECTORS

In exercise of its legal powers and

CONSIDERING:

That through Law 67 of September 1, 2011, the Superintendency of the Securities Market (hereinafter the "Superintendency") was created as an autonomous entity of the State, with legal personality, its 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 2011, the National Assembly issued the Single Text comprising Decree-Law 1 of 1999, and Title II of Law 67 of 2011, as well as their reforming laws (hereinafter the "Single Text").

That the general objective of the Superintendency 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 empowers the Board of Directors to "recognize, prior to a favorable opinion from the Superintendent, jurisdictions whose legislation contains sufficient elements to be considered a recognized jurisdiction as defined in the Securities Market Law."

That numeral 36 of Article 49 of the Single Text establishes that a recognized jurisdiction is any jurisdiction that the Superintendency recognizes as having laws and regulations that, although not identical to national ones, generally offer, in the judgment of the Superintendency, a degree of protection to investors as a whole substantially equal to or better than that offered by national legislation, and that has a regulatory body that, to the satisfaction of the Superintendency, adequately oversees compliance with such laws and regulations.

That Article 57 of the Single Text grants the Superintendency the power, by agreement in general cases, or to the Superintendent, by resolution in specific cases, to exempt a foreign securities house from the exact compliance with certain provisions of the Securities Market Law and its regulations, if it proves to the Superintendency that it complies with other applicable provisions in its home jurisdiction that, although different from national ones, generally offer, in the judgment of the Superintendency, a degree of protection to investors as a whole substantially equal to or superior to that offered by national legislation, and if granting such exemption does not harm the interests of the investing public.

That Article 58 of the Single Text provides that securities houses may maintain correspondent relationships with foreign securities houses authorized to operate in jurisdictions recognized by the Superintendency for the purpose of trading securities outside the Republic of Panama through said foreign securities houses.

That Article 122 of the aforementioned Law provides that the Superintendency may recognize the validity of securities registrations made in recognized jurisdictions and may allow the

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public offering of said securities or their listing on stock exchanges established in the Republic of Panama.

That through Agreement No. 1-2023 of January 25, 2023, the Superintendency proceeded to supersede Agreement No. 5-2013 of May 29, 2013, and issued a new list of recognized jurisdictions by the Superintendency of the Securities Market of Panama, taking as a basis jurisdictions that are signatories to Appendix A of the IOSCO MMoU; likewise, it established, among other things, a procedure for the recognition of jurisdictions that are not signatories to Appendix A of the IOSCO MMoU.

That the Superintendency of the Securities Market, taking as a basis the Multilateral Memorandum of Understanding between the supervisory and/or regulatory entities of the Securities Markets of Costa Rica, El Salvador, Honduras, Nicaragua, the Dominican Republic, and Panama, initiated ex officio the review and consideration of including the Republic of Honduras so that it becomes part of the recognized jurisdictions by this Superintendency, in accordance with what is established in ARTICLE THREE of Agreement No. 1-2023 of January 25, 2023, corresponding to the procedure for the recognition of jurisdictions that are not signatories to Appendix A of the IOSCO MMoU.

That after the analysis carried out by the Superintendency and prior to a favorable opinion from the Superintendent, we have concluded that the jurisdiction of the Republic of Honduras generally offers, in the judgment of the Superintendency, a degree of protection to investors as a whole substantially equal to or better than that offered by national legislation, and that it has a regulatory body that, to the satisfaction of the Superintendency, adequately oversees compliance with its laws and regulations.

That this Agreement has been submitted to the Public Consultation Process established in Title XIV of the Single Text on the "Administrative Procedure for the Adoption of Agreements," specifically regarding Articles 323, 324, and 325, whose term was from April 10 to May 10, 2024; as recorded in the public access file held in the offices of the Superintendency.

That in virtue of the foregoing, the Board of Directors of the Superintendency of the Securities Market;

AGREES:

ARTICLE ONE: DECLARE as a recognized jurisdiction, for the purposes of the definition contained in numeral 36 of Article 49 of the Single Text of the Securities Market Law, the following jurisdiction:

• Republic of Honduras

ARTICLE TWO: (VALIDITY). This Agreement shall enter into force from its promulgation in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

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Adriana Carles
President of the Board of Directors

Eduardo Lee
Secretary of the Board of Directors, Ad Hoc