Agreement 09-2022 of November 23, 2022 Modifying Article 9 of Agreement 02-2014

REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 9-2022
(From November 23, 2022)
"Modifying Article 9 of Agreement 02-2014 of August 6, 2014"

THE BOARD OF DIRECTORS

In the 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 entity, with legal personality, own assets, and administrative, budgetary, and financial independence.

That the Board of Directors, in accordance with Articles 5, 6, 10 (item 1), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Body for consultation, regulation, and establishment of the Superintendence's general policies, 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 security for all market participants and guaranteeing transparency, with special protection of investors' rights.

That through Agreement 02-2014 of August 6, 2014, with the objective of incentivizing the industry and sector development, the category of Real Estate Investment Society was created, exercising the power determined in Article 153 of the Single Text, which stipulates that the Superintendence may establish categories of Investment Societies based on the type of risk associated with certain objectives and investment policies, types of portfolios and assets, levels of indebtedness or illiquidity, or other parameters deemed appropriate.

That in working sessions, it has been considered necessary to modify certain regulatory provisions contained in Agreement No. 02-2014 of August 6, 2014, specifically in its Article 9, regarding the investment policies that registered Real Estate Investment Societies must comply with, in order to clarify the scope of these investment policies.

That, in this regard, it should be noted that 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) public interest, (b) investor protection, (c) whether the action promotes market efficiency, competition, and capital formation.

That taking into account that the modifications contemplated in this agreement represent a benefit for the involved parties, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate any restriction; therefore, 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 the exercise of its legal powers,

AGREES:

ARTICLE ONE: MODIFY Article 9 of Agreement 02-2014 of August 6, 2014, which shall read as follows:

Article 9 (Investment Policies)

The Registered Real Estate Investment Society pursuant to this Agreement must comply with the following investment policies:

1. (Permitted Investments) That at least eighty percent (80%) of its assets be invested, directly or through subsidiaries, in any of the following types of assets located in the Republic of Panama:

a) All types of real estate, including those whose construction has been completed and that have an occupancy permit.

b) Those real estate properties that are under construction or in the planning phase with a construction permit.

c) Those real estate properties that do not have a preliminary project.

d) Purchase and sale options and promises of purchase and sale of real estate, provided that the expiration of said options and promises does not exceed a term of three (3) years and that the corresponding contracts do not establish restrictions on their free transfer.

e) Securities, public or private, that enjoy real guarantees issued by companies dedicated to the real estate development and administration business.

f) Any investments that grant it real rights over real estate.

g) Rights over real estate that allow carrying out the real estate development and administration business.

h) Rights over real estate derived from concessions that allow carrying out the real estate development and administration business.

i) Shares, participation quotas, and other securities issued by real estate investment societies. In these cases, information and documentation must be on file substantiating that such real estate investment societies comply with the investment policies indicated in this article.

The investments referred to in items c) and d) above may not represent, in any case, more than twenty percent (20%) of the assets of the Real Estate Investment Society; for the purposes of this limit, purchase and sale options and promises of purchase and sale shall be valued considering the amount of contributions paid toward the agreed sale price of the real estate.

2. (Incidental Investments) That up to twenty percent (20%) of its assets be invested in savings accounts or fixed-term deposits in banks with investment grade, or in securities with investment grade that are traded on a stock exchange or other organized market. For the purposes of investment grade, the bank or securities must have an investment grade or higher rating, in the last twelve months, issued by one of the international risk rating agencies Standard & Poor’s, Fitch Ratings, or Moody’s, or an equivalent or higher rating, in the last twelve months, issued by rating entities registered with the Superintendence.

In the case of investment in financial instruments, it is only permitted if it is for hedging purposes. These Incidental Investments must be carried out through duly authorized financial intermediaries and must be documented. This substantiation must be preserved for a period of no less than four (4) years from the realization of the Incidental Investment.

ARTICLE TWO: (VALIDITY) This agreement shall enter into force upon publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY.

Luis Chaihoub
President of the Board of Directors

Secretary of the Board of Directors