Agreement 8-2018 Subrogating Agreement 2-2018 and Modifying Deadlines for Issuer and Investment Company Report Forms

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REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE
Agreement 8-2018
(Of December 19, 2018)
“By which Agreement 2-2018 of May 9, 2018 is subrogated, and the deadlines for the forms of reports on the issuer and investment companies, their operations, businesses, and securities registered with the Securities Market Superintendence are modified.”
(Modified by Agreement 1-2020 of February 19, 2020) CONSOLIDATED TEXT THE BOARD OF DIRECTORS In exercise of its legal powers, and CONSIDERING That the Consolidated Text of Decree-Law No. 1 of July 8, 1999, modified by Law No. 12 of April 3, 2012 and Law No. 56 of October 2, 2012 (hereinafter the “Securities Market Law”) creates the Securities Market Superintendence. That Article 3 of the Securities Market Law establishes that the general objective of the Superintendence is the regulation, supervision, and oversight of securities market activities conducted 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, numeral 1 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 in meetings of the Securities Market Superintendence, the need has been highlighted to adopt forms and review the content of reports submitted regarding the issuer, its operations, businesses, and securities registered with the Securities Market Superintendence, as well as the review and consequent reform of Agreement 18-2000 of October 11, 2000, considered relevant and important information and documents for the investing public. That Article 117 of the Securities Market Law states that issuers whose securities are registered with the Superintendence must submit the following reports:

1. An annual report, within the deadline established by the Superintendence, which shall not exceed one hundred twenty days from the close of the issuer's fiscal year. Said annual report must contain the audited financial statements of the issuer and any other information and documentation prescribed by the Superintendence in accordance with this Decree-Law and its regulations.
2. Interim reports, which must be submitted with the frequency determined by the Superintendence and must contain the information and documentation prescribed by it in accordance with this Decree-Law and its regulations.
   That Article 120 of the Securities Market Law establishes that the Superintendence may adopt the use of formats or forms in order to homogenize, simplify, and expedite the submission of reports to the Superintendence, and that additionally, the Superintendence is empowered to establish and instruct that such reports may be submitted electronically or through other means authorized by the Superintendence. That in view of the foregoing, the Securities Market Superintendence is developing a program to modernize the transmission of information regarding the issuer, its operations, its businesses, and the registration of the issuer's securities to strengthen and defend the protection of the investing public's rights. That in the same vein, the Securities Market Superintendence has maintained training sessions with issuer representatives, so that they become familiar with the format and content of the new forms, as well as the information to be submitted to this regulatory authority. That in this sense, the Securities Market Superintendence issued Agreement 2-2018 of May 9, 2018, promulgated in Official Gazette No. 28528-A of May 18, 2018, by which forms and contents of reports on the issuer and investment companies, their operations, businesses, and securities registered with the Securities Market Superintendence were adopted, and Article 2-A of Agreement 18-2000 of October 11, 2000 was reformed; a regulatory agreement that was temporarily suspended by Agreement 4-2018 of June 27, 2018, in order to analyze the deadlines for the submission of said forms and other provisions. That the Securities Market Superintendence has maintained constant communication with the sector to review the forms and their deadlines, deciding to eliminate some forms and proceed to flexibilize them, and that what is established in Article 326 must be applied regarding actions that grant an exemption or eliminate a restriction, as the provisions contained in Title XIV regarding the “Administrative Procedure for the Adoption of Agreements” will not apply, due to the fact that the subject matter of the present document has been widely consulted. In view of the foregoing, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers, AGREES
   ARTICLE ONE: ADOPT the use of formats and forms for the submission of issuer and investment company reports to the Superintendence, as well as their frequency.
   ARTICLE 1. Scope of Application.
   The present agreement shall apply to all issuers whose securities are registered, and shall equally apply to investment companies whose participation quotas are registered in accordance with the provisions of the Securities Market Law.
   ARTICLE 2. Objective.
   The present agreement aims to adopt the use of formats and forms, as well as their content, with the purpose of homogenizing, simplifying, and expediting the submission of reports by issuers and investment companies to the Superintendence.
   To comply with what is established in Article 120 of the Securities Market Law, the Superintendence is empowered to establish formats or forms for the homogenization, simplification, and expediting of the registration processes of the issuer's securities.

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ARTICLE 3. Adoption of Formats and Forms.
The Securities Market Superintendence shall ensure that the forms adopted and in force by it are accessible on its official website. In case of modification, content review, or change to the form, it will be communicated through appropriate means, placing the latest version on the official website. In case of inconvenience regarding access due to material damage, substantial or technical failures, the Securities Market Superintendence will communicate the means and method by which such reports must be sent and submitted to the Superintendence.
ARTICLE 4. Frequency of Report Submission.
Issuers with registered securities, as well as investment companies whose participation quotas are registered with the Superintendence, must submit their reports through the following forms, which are mandatory, under the frequency established below:

Adopted Form Name	Report Frequency
F1-Issuer General Information	Annual Report. Within three (3) months following the close of the corresponding fiscal period.
F-2 – Investment Company General Information	Annual Report. Within three (3) months following the close of the corresponding fiscal period.
F3-Register of Issuer's Current Securities	Quarterly, within two (2) months following the close of the corresponding period to be reported.
F4-Financial Summary	Quarterly, submission shall be made within two (2) months following the close of the corresponding quarter, including the fourth quarter. The information to be reported must be consolidated in the case of issuers that are or belong to Economic Groups. Issuers that are holding companies and only hold common shares of economic groups that have not registered debt securities are exempt from submitting this form.
F5-Issuer Corporate Governance Questionnaire	Annual Report. Must be submitted within three (3) months following the close of the corresponding fiscal period.
F8-Rotation of Issuer's External Audit Team	Annual Report. Thirty (30) days prior to the start of annual audit work, the names of the auditors comprising the team. (Art. 16 and 17, Agreement No. 8-2000). Investment Companies will continue to communicate the Rotation of the External Audit Team physically.
F9-Entities and Persons Involved in the Issuance	Annual Report. Within three (3) months following the close of the corresponding fiscal period. Applies only to issuers.
Form SI-IAS	Semi-annual Report, within a period of two (2) months following the conclusion of each semester. Applies only to investment companies.
Form CR-1	Semi-annual Report, within a period of two (2) months following the conclusion of each semester. Applies only to venture capital investment companies.

The Superintendence, in accordance with its powers, and for the protection of the investing public, may publish all submitted forms, as well as the information contained therein, on its website.
The forms adopted herein, as well as their current formats, will be available to the public on the Securities Market Superintendence's website.
Current forms, as well as their modifications and updates, will be maintained on the Superintendence's website. In the event that the submission day is a non-working day, it shall be understood that submission must be effectively made on the next working day.
Material Facts and Supplements to Information Prospectuses must be submitted in *PDF format through the Electronic System for Information Submission (SERI). For the purposes of the Annual Report of Investment Companies, submission through SERI will not be required, nor physically. It must be available to each investor, and to the Superintendence, in the event that the latter requires it. 1 Sworn Declarations that must accompany the Annual Update Reports, in the case of issuers, and the Audited Financial Statements for investment companies, must be submitted solely in digital form to the Superintendence through SERI; however, the original of these documents must be available to the Superintendence whenever it so requires. 1 Modified by Article Two of Agreement 1-2020 of February 19, 2020.

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Article 5. Information Submitted.
The legal representatives or attorneys-in-fact of issuers and investment companies, as well as the Principal Investment Administrators of Self-Managed Investment Companies who must periodically submit reports through the Electronic System for Information Submission (SERI), do so under oath, whereby such information must be truthful, accurate, and timely, reflecting the reality of the operations, businesses, and all information related to the issuer and its issuance, or the investment companies, as applicable.
ARTICLE TWO. MODIFY Article 3 of Agreement No. 18-2000 of October 11, 2000, which shall read as follows:
Article 3: (Content). The Quarterly Update Report must contain the following Information:
The Quarterly Update Report must contain the information described in this article, and must be submitted in *PDF format through the Electronic System for Information Submission (SERI) in a single document. a. A summary of the important aspects of the quarter, as established in the Analysis of Financial and Operational Results section referred to in Section VIII of Article 7 of Agreement No. 2-2010 of April 16, 2010. Additionally, the issuer must report any material facts or changes that have occurred during the reported period (by way of example but not exclusively: changes in executive, managerial, advisory, or audit personnel; modifications to the Partnership Agreement or bylaws; changes in organizational structure, controlling shareholders; opening of new establishments, etc.) b. Interim financial statements of the issuer corresponding to the Quarter for which it is reporting.
c. When applicable, interim financial statements corresponding to the Quarter for which the issuer is reporting, from persons who have served as guarantors or sureties for the securities registered with the Superintendence. In case the guarantor or surety does not consolidate with the issuer, it must submit its Interim Financial Statements.
d. When applicable, Certification by the trustee stating the assets that constitute the trust estate, in the case of securities registered with the Superintendence that are guaranteed by the trust.
ARTICLE THREE. MODIFY Article 4 of Agreement No. 18-2000 of October 11, 2000, which shall read as follows:
Article 4: The Annual Update Report must contain the following information described in this article, and shall be submitted in *PDF format through the Electronic System for Information Submission (SERI) in a single document:
a. A detailed description of the issuer's activities, its subsidiaries, and any entity that preceded it. To this effect, the order and content prescribed in the Issuer Information sections; Analysis of Financial and Operational Results; Directors, Officers, Executives, Administrators, Advisors and Employees; Shareholders and Related Parties, Links and Affiliations, established in Agreement No. 2-2010 of April 16, 2010 shall be observed. Those issuers requiring additional explanations or different presentation formats in financial summaries must include them in the pertinent parts of the report. b. A financial summary of operating results and Balance Sheet accounts for the year and the three previous fiscal periods, in the tabular presentation established in Form IN-A. It is requested as it is audited information.

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c. Annual financial statements of the issuer, audited by an Independent Authorized Public Accountant.
d. When applicable, annual financial statements, audited by an Authorized Public Accountant, of persons who have served as guarantors or sureties for the securities registered with the Superintendence. In case the guarantor or surety does not consolidate with the issuer, it must submit its Audited Financial Statements. e. When applicable, annual financial statements of the trust, audited by an Authorized Public Accountant, in the case of securities registered with the Superintendence that are guaranteed by the trust. f. Update of the Risk Rating Report. g. Sworn Declaration. Additionally, it must be presented physically at the Superintendence.
ARTICLE FOUR: (INFORMATIVE) The forms and their nomenclature are adopted as follows:

1. F-1-Issuer General Information.
2. F-2-Investment Company General Information.
3. F-3-Register of Issuer's Current Securities.
4. F-4-Financial Summary
5. F-5-Issuer Corporate Governance Questionnaire
6. F-8 Rotation of Issuer's External Audit Team
7. F-9- Entities and Persons Involved in the Issuance.
8. Form SI-IAS
9. Form CR-1
   The Manuals, Instructions, and Forms adopted herein form an integral part of this Agreement, whose current formats will be maintained accessible on the official website of the Securities Market Superintendence.
   ARTICLE FIVE. (SANCTIONS): Delay in the Submission of Reports, Documents, or Financial Information.
   Non-compliance with what is established in this agreement regarding non-delivery, late delivery or delay of reports, incomplete delivery, regarding the content of reports or information through the Electronic Information Submission System (SERI), carried out by the issuer and investment companies after the submission deadline has expired, shall be sanctioned in accordance with what is established in Agreement 8-2005 of June 20, 2005, by which criteria are established for the imposition of administrative fines for delay in the submission of Financial Statements and Reports to the Securities Market Superintendence. For more than two (2) modification requests regarding forms F-3 and F-4, within the same respective submission deadline for them, it shall be sanctioned with Three Hundred Balboas (B/. 300.00) for each modification request regarding the period to be reported. For the imposition of sanctions for the infractions contained in this article, the Special Procedure for the imposition of sanctions of immediate application established in Executive Decree 126 of May 16, 2017 shall apply. This without prejudice to the powers that the Superintendence has to initiate a Sanctioning Procedure for providing false or misleading information.
   ARTICLE SIX: (On Forms IN-T and IN-A).
   Forms IN-T, named “Quarterly Update Report”, and Form IN-A, named “Annual Update Report”, which form an integral part of this agreement, will be available to issuers on the official website of the Superintendence. In case of reforms, updates, or modifications; they will be communicated in a timely and official manner by the Superintendence. It shall be understood that the versions published on the website are the current versions of said forms.
   ARTICLE SEVENTH: (MODIFYING). This agreement subrogates Agreement 2-2018 of May 9, 2018; repeals in all its parts Agreement 4-2018 of June 27, 2018, and modifies Articles 3 and 4 of Agreement 18-2000 of October 11, 2000.
   ARTICLE EIGHT: (VALIDITY): This agreement shall take effect from January 1, 2019. The first information and documentation to be reported shall correspond to the first quarter of 2019.
   LEGAL BASIS: Consolidated Text of Decree-Law No. 1 of July 8, 1999.
   Given in the city of Panama, on the nineteenth (19) day of the month of December of two thousand eighteen (2018).
   PUBLISH AND COMPLY.
   THE PRESIDENT THE SECRETARY
   JOSÉ RAMÓN GARCÍA DE PAREDES EDUARDO LEE