Agreement 1-2019 Adopting the Abbreviated Registration of Securities for Recurrent Registered Issuers (Modified by Agreement 9-2020)

Unified Text
13.04.2021
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REPUBLIC OF PANAMA
SUPERINTENDENCY OF THE SECURITIES MARKET
Agreement 1-2019
(From August 7, 2019)
"By which the Abbreviated Registration of Securities of Recurrent Registered Issuers is adopted" (Modified by Agreement 9-2020 of September 2, 2020) 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") is created as an autonomous entity of the State, 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 Article 121 of Law 67 of 2011, the National Assembly issued the Unified Text comprising Decree-Law 1 of 1999 and its reforming laws and Title II of Law 67 of 2011, reformed by Law 12 of April 3, 2012, and Law 56 of October 2, 2012 (hereinafter the "Securities Market Law"). That in accordance with Article 3 of the Securities Market Law, the Superintendency's general objective shall be the regulation, supervision, and oversight of securities market activities developed in or from the Republic of Panama, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights. That Article 10 of the Securities Market Law empowers the Board of Directors to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law. That through Resolution JD-23-2018 of August 29, 2018, the Board of Directors of the Superintendency of the Securities Market proceeds to form a Special Working Committee for the preparation of a draft regulatory agreement for the registration of those issuances by issuing companies that maintain a prior valid registration with the Superintendency. That it is necessary to establish the requirements that issuers maintaining a valid registration with the Superintendency of the Securities Market must present and may adhere to the abbreviated registration procedure, within the category of "Recurrent Registered Issuer." That the present Agreement has been submitted to the Public Consultation procedure, contained in Title XIV of the Securities Market Law, specifically in Articles 323 and following, as follows:
a. First Public Consultation, whose deadline was from April 23, 2019, to May 15, 2019. b. Second Public Consultation, whose deadline was from July 11, 2019, to August 2, 2019, as recorded in the public access file held in the offices of the Superintendency. That pursuant to the foregoing, the Board of Directors of the Superintendency of the Securities Market, in exercise of its legal powers;

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AGREES:
ARTICLE ONE: ADOPT the requirements for the presentation of securities registration requests by those issuers who acquire the category of "recurrent registered issuer."
Article 1. Scope of Application.
The provisions of this agreement shall be applicable to requests by those issuers who classify as "recurrent registered issuer."
Article 2. Requirements to acquire the category of "recurrent registered issuer."
For the purposes of this agreement, a "recurrent registered issuer" shall be understood as one that classifies as such, meeting the following requirements:
a. Maintain securities registered with the Superintendency and in circulation at the time of the registration request as a recurrent registered issuer, during the five (5) last fiscal periods prior to and at the time of the registration request; likewise, the registration request as a recurrent registered issuer may be submitted during the twelve (12) months following the issuer having redeemed all its securities in circulation, provided that it has continued sending the corresponding information to IN-A and IN-T. b. Have complied with five (5) fiscal periods, that is, have issued audited financial statements corresponding to five (5) complete fiscal periods. In cases where financial statements are presented with a disclaimer of opinion or an adverse opinion, they will not be considered under the category of "recurrent registered issuer."
c. 1Maintain compliance with the submission of reports and financial information that must be delivered to the investing public, the Superintendency, and self-regulatory organizations.
The issuer will lose its category of "recurrent registered issuer" if it has been sanctioned by the Superintendency for delinquency in the submission of two (2) or more reports or financial information, whose delivery date coincides within the current fiscal year of the issuer. For the purposes of the foregoing paragraph, the date on which the respective report or financial information should have been delivered within the current fiscal year of the issuer shall be taken into account, not the date of the resolution imposing the sanction. d. Not be in default of payment of principal and/or interest of any issuance registered with the Superintendency, or with any other securities market regulator. e. Have a clearance certificate in the payment of the fees established in the Securities Market Law, including late payment surcharges, fines, and/or imposed sanctions. f. Have not been sanctioned for a very serious infringement of the Securities Market Law, having exhausted the administrative appeal route. In case of non-compliance with any of the requirements established in this article, the issuer will lose its category of "recurrent registered issuer," without the need for a prior pronouncement by the Superintendency, and must comply with the procedure established in Agreement 2-2010 of April 16, 2010, for future securities registration requests. To recover its category as a recurrent issuer, it must comply with the requirements established in this article. The Superintendency will publish a list on its official website of issuers that meet these characteristics, which will be updated according to the quarterly reports received. The category of "recurrent registered issuer" should not be considered as a recommendation of the registered securities of the issuer, nor does it represent a favorable or 1 Modified by Article One of Agreement 9-2020 of September 2, 2020.

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3 unfavorable opinion on the business perspective of the issuer, nor should it be understood as a guarantee of repayment of the issuance.
Article 3. Content of the securities registration request of recurrent registered issuers.
Requests for the registration of securities of recurrent registered issuers, which are to be subject to public offering, must be submitted through an attorney and shall consist of:

1. Documentation established in Article 4 of this agreement.
2. Abbreviated Information Prospectus.
   Article 4. Documentation to be presented by the Recurrent Registered Issuer.
   Requests for the registration of securities of the recurrent registered issuer that are to be subject to public offering must be accompanied by the following documentation:
3. Request Memorial, accompanied by a power of attorney granted to an attorney before a Public Notary, signed by the legal representative of the applicant or by the person authorized for that purpose.
4. Copy of the Abbreviated Information Prospectus;
5. Certification by the competent governing body of the issuer, stating the authorization for the registration of the securities for public offering, the number of them, their price, including any possible deduction, and the details of the offering;
6. Draft contracts or addenda, or supplements that are an integral part of the securities registration of the issuance to be registered, the final versions of which must be presented in a copy authenticated by a Public Notary, before the notification of the respective resolution.
7. Risk Rating Report on the issuance, issued by a risk rating entity registered or recognized by the Superintendency, in accordance with what is established in Agreement 2-2010 of April 16, 2010. "By which the Procedure for the presentation of securities registration requests and termination of registration before the Superintendency of the Securities Market is adopted."
8. Proof of payment of the corresponding registration fee;
   The Superintendency is empowered to request any additional information or documentation, as well as the clarifications that are necessary, if deemed necessary. When it considers that the explanation proposed by the issuer is not sufficient, not clear or precise, timely clarifications or warnings must be included in a prominent place in the prospectus.
   Article 5. Content of the Information Prospectus.
   The Abbreviated Information Prospectus shall contain the minimum information of the securities to be registered and of the applicant in accordance with what is established in Agreement 2-2010 of April 16, 2010 (Unified Text). It must have the following sections:

• Cover.
• Directory.
• Index.
• Risk Factors only of the offering and the issuer. If it considers it so, it may reveal any other industry risk factor, in case it has not been revealed in previous Information Prospectuses, Material Events, or Update Reports (IN-A or IN-T).
• Description of the Offering.

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• Annexes.
  a. Updated Risk Rating Report. b. Glossary of terms of the issuance.
  Article 6. Term for the review of securities registration requests of recurrent registered issuers.
  Once the securities registration request is presented and if there are no observations on the documentation presented by the applicant, it will proceed, within a period not exceeding five (5) business days, to request the offering date of the issuance. SECOND ARTICLE (SUPPLEMENTARY): The provisions contained in Agreement 2-2010 of April 16, 2010 shall be applicable in a supplementary manner, including its future modifications, provided that they do not conflict with what is established in this agreement. THIRD ARTICLE (FINAL PROVISIONS): The Superintendency will proceed to publish on its website, within a period not exceeding fifteen (15) calendar days, the list of issuers who may present their requests under the "Abbreviated Registration of Securities of Recurrent Registered Issuers" in accordance with the provisions established in this agreement. FOURTH ARTICLE (VALIDITY): This agreement shall enter into force from its promulgation in the Official Gazette. Requests for the registration of securities that had been initiated before the validity of this agreement will be finalized in accordance with the provisions in force at the time of the presentation of the request. LEGAL BASIS: Unified Text of the Securities Market Law. Given in the city of Panama, on the fourteenth (14) day of the month of August of two thousand nineteen (2019). PUBLISH AND COMPLY THE AD HOC PRESIDENT THE AD HOC SECRETARY EDUARDO LEE LUIS ANTONIO CHALHOUB MORENO