General Resolution SMV No. JD-11-20

Promulgated in the Official Gazette No. 29162 of November 25, 2020.
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REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
General Resolution SMV No. JD-11-20
Of November 18, 2020

"That recognizes an extended validity of the report of the results of the independent appraisal or valuation of the assets given as collateral for the issuances registered with the Securities Market Superintendence, solely and exclusively for the purpose of complying with the duty established in Article 14-A, letter g, of Agreement No. 2-2010 of April 16, 2010, as part of the special temporary measures adopted in response to the National State of Emergency declared by the Cabinet Council as a consequence of COVID-19"

The Board of Directors of the Securities Market Superintendence, using 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, own assets, and administrative, budgetary, and financial independence.

That the Board of Directors, in accordance with Articles 5, 6, 10 (numerals 1, 5, and 20), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Body of consultation, regulation, and setting of the general policies of the Superintendence and has among its attributes: to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law, as well as to 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, by virtue of Article 3 of the Single Text, has the general objective of regulating, supervising, and auditing the activities of the securities market that take place 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 7 of Agreement No. 2-2010 of April 16, 2010^1 determines, as part of the content of the information prospectus of the securities that will be subject to public offering, that the goods given to constitute the real guarantee, specifically real estate, must be subject to appraisal by an independent expert entity.

That Article 14-A, letter g, of Agreement No. 2-2010 of April 16, 2010^2 determines that the registered issuer must supply and make available to investors every 3 years an independent appraisal or valuation of any type of asset that constitutes collateral and that, every time an update of the appraisal or valuation of the guarantees occurs, the date of the appraisal or valuation exercise, prices, and the legal entity that performed it must be recorded.

That the duty described in the previous paragraph entered into force in 2017, such that in this year 2020, 3 years have passed for a large part of the registered issuers to supply and make available to investors the independent appraisal or valuation of the guarantees.

That it is public knowledge the National State of Emergency declared by the Cabinet Council, as well as the sanitary and security measures that have been adopted to prevent and control the spread of the COVID-19 disease.

That, in the Official Gazette No. 29011 of April 27, 2020, the General Resolution of the Board of Directors SBP-GJD-0004-2020 of April 20, 2020, adopted by the Superintendence of Banks, was promulgated, through which the latter resolved to recognize, with a temporary validity of 1 year, the validity of the appraisal reports currently held in the bank's files, in compliance with the current regulations issued by said Regulator.

^1 Modified by the Addition through Agreement 3-2017 of April 5, 2017, see Chapter VI. Description of the Offer, letter G. Guarantees, numeral 4.
^2 Added through Agreement 3-2017 of April 5, 2017 and modified through Agreement 5-2017 of August 8, 2017.

Promulgated in the Official Gazette No. 29162 of November 25, 2020.
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That having seen what was resolved by the Superintendence of Banks, where it refers to the impossibility of appraisal companies to offer their services during the period of the National State of Emergency, within the Securities Market Superintendence it has been brought to the consideration of the Board of Directors and this, in tune with the banking counterpart and understanding of the burdens and difficulties that have been generated by the adverse effects of the COVID-19 pandemic, decided to recognize an extended validity of the report of the results of the independent appraisal or valuation of the assets given as collateral for the issuances registered with the Securities Market Superintendence, which to date have been reported for compliance with the duty established in Article 14-A of Agreement No. 2-2010 of April 16, 2010.

In merit of the above, the Board of Directors of the Securities Market Superintendence, in use of its legal powers,

RESOLVES:

ARTICLE FIRST: RECOGNIZE, in a special and temporary manner, an extended validity of the report of the results of the independent appraisal or valuation of the assets given as collateral for the issuances registered with the Securities Market Superintendence, which to date have been reported and solely and exclusively for the purpose of complying with the duty established in Article 14-A, letter g, of Agreement No. 2-2010 of April 16, 2010.

This recognition of extended validity of the referred report will be for one (1) year, counted from the expiration of the original validity of the same, provided that this expiration has occurred or occurs within the period of the National State of Emergency declared by the Cabinet Council as a consequence of COVID-19.

The extension of the validity of this requirement by the Securities Market Superintendence does not invalidate any other requirements that the registered issuer may have contracted with investors, whether by accounting standards or by contractual agreements.

ARTICLE SECOND: VALIDITY. This general resolution will enter into force from its promulgation in the Official Gazette.

LEGAL BASIS: Articles 3, 5, 6, 10 (numerals 18 and 20), 19, 20, and concordant of the Single Text of the Securities Market Law.

NOTIFY, PUBLISH, AND COMPLY,

(signed) (signed)
Eduardo Lee Luis Chalhoub
President of the Board of Directors Secretary of the Board of Directors.
/aatencio.