Agreement No. 3-2024 of May 22, 2024 Modifying Article 2 of Agreement No. 8-2005 and Article 43 of Agreement No. 11-2005

REPUBLIC OF PANAMA BOARD OF DIRECTORS SECURITIES MARKET SUPERINTENDENCE Agreement No. 3-2024 (of May 22, 2024) "By which Article 2 of Agreement No. 8-2005 of June 20, 2005 and Article 43 of Agreement No. 11-2005 of August 5, 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 state agency, with legal personality, its own assets, and administrative, budgetary, and financial independence.

That the Board of Directors, in accordance with Articles 5, 6, 10 (numeral 1), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Consultative, Regulatory, and Policy-Setting Body of the Superintendence and has among its attributes the power 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 No. 10 of April 16, 1993, incentives were established for the formation of funds or plans to pay for retirements, pensions, and other similar benefits in the Republic of Panama, of a voluntary and complementary nature, if applicable, to the benefits granted by the Social Security system.

That Article 4 of Law No. 10 of April 16, 1993 establishes the power of the Securities Market Superintendence to regulate and audit funds or plans for retirements and pensions.

That Agreement No. 11-2005 of August 5, 2005, develops the provisions of Law 10 of April 16, 1993, and in Articles 12 and 43 establishes the obligation of Pension and Retirement Fund Investment Managers to present their financial statements to the Securities Market Superintendence, as well as the forms/reports that are established.

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 modify Article 2 of Agreement No. 8-2005, to incorporate into the list of entities subject to the application of said article the Pension and Retirement Fund Investment Managers, Price-Providing Entities, and Risk Rating Entities, which although currently under the obligation to present their financial statements to the Securities Market Superintendence, as well as the forms/reports established by their regulatory agreements, were not incorporated in Article 2 of Agreement No. 8-2005 which establishes the criteria for the application of administrative fines in case of non-compliance in the presentation of such reports. In the same vein, it is necessary to modify Article 43 of Agreement No. 11-2005, in order to add to the financial statements the forms/reports that Pension and Retirement Fund Investment Managers currently present, in accordance with what is established in Agreement No. 11-2005.

That taking into account that the provisions contemplated in this Agreement are limited to adapting and clarifying the scope of the norms applicable to the form and content of the Financial Statements and other financial information that must be presented to the Superintendence in attention to the applicable current legislation (financial statements, forms/reports), it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate a restriction, so 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 ARTICLE 2 of Agreement No. 8-2005 of June 20, 2005, which will read 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, Pension and Retirement Fund Investment Managers, 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 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 sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

ARTICLE SECOND: MODIFY ARTICLE 43 of Agreement No. 11-2005 of August 5, 2005, which will read as follows:

Article 43. Financial Statements of the Manager

The Manager must present to the Securities Market Superintendence its interim and audited Financial Statements, as well as the forms/reports, in accordance with what is established in Article 12 numeral 9 of this Agreement and with the periodicity and content set forth in Agreements No. 2-2000 of February 28, 2000 and No. 8-2000 of May 22, 2000, or future agreements that regulate the matter, as well as any other specific report that the Superintendence establishes by Agreement.

The criteria for imposing fines for incomplete presentation and delay in the presentation of financial statements, as well as the forms/reports of the managers, will be governed by what is provided in Agreement No. 8-2005 of June 20, 2005 or future agreements that regulate the matter.

ARTICLE THIRD: (Validity). This Agreement will enter into force from its publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

Adriana Gd.,_,.:o.rno.. Caries ~ President of the Board of Directors 2 the Board of Directors, Ad Hoc