Agreement 11-2023 of December 27, 2023 Modifying Certain Provisions of Agreement No. 5-2004 and Establishing Other Provisions

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 11-2023
(December 27, 2023)
"Modifying certain provisions of Agreement No. 5-2004 of July 23, 2004 and establishing other provisions"

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 (hereinafter: the Superintendence), as an autonomous state body, with legal personality, own assets, and administrative, budgetary, and financial independence.

That the Superintendence, pursuant to Article 3 of the Single Text of the Securities Market Law (hereinafter Single Text), has the general objective of regulating, supervising, and auditing the securities market activities 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 the Board of Directors of the Superintendence, in accordance with Articles 6 and 10 (item 1) of the Single Text, acts as the Highest Consultative Body for regulation and setting general policies of the Superintendence and has among its attributes the following:
"Article 10. Attributes. The attributes of the Board of Directors are:

1. Adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law.

That Article 159 of the Single Text provides that before commencing operations in the Republic of Panama, the investment societies referred to in Article 15.7 of the Single Text must register with the Superintendence and that the form and content of registration requests and prospectuses and other advertising materials will be dictated by the Superintendence in accordance with the provisions of Titles IV and V of the Single Text.

That through Agreement No. 5-2004 of July 23, 2004, the procedure for registration requests for the investment societies described in Article 157 of the Single Text was adopted, as well as the rules for their functioning and operation.

That item 4 of Article 14 of Agreement No. 5-2004 of July 23, 2004, establishes among the requirements for the registration of self-administered investment societies that they must designate the person who will perform the role of compliance officer, who will be responsible for ensuring that the self-administered investment society, its directors, dignitaries, and employees comply with the obligations established in the Securities Market Law and that to hold the position, the person must hold the Principal Executive License issued by this Superintendence.

That Article 37 of Agreement No. 5-2004 of July 23, 2004, establishes the valuation rules for participation units, as well as for the assets of investment societies registered with the Securities Market Superintendence.

That through Law No. 23 of April 27, 2015, which adopts measures to prevent money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, the obligated financial subjects supervised by the Securities Market Superintendence are described in item 2 of Article 22, among which are self-administered investment societies.

That through Agreement No. 10-2015 of December 15, 2015, which regulates the position and establishes the responsibilities of the compliance officer in accordance with the Securities Market Law and Law No. 23 of April 27, 2015, Article 6 established the incompatibilities of the compliance officer, expressing among others that those persons who are final beneficiaries of more than five percent (5%) of the shares of the obligated financial subject for which they will hold the position shall not exercise the position.

That the Superintendence has evaluated the opportunity and convenience of reviewing and strengthening the procedure for the registration of the investment societies referred to in Article 157 of the Single Text, and incorporating as part of the documents that must accompany the registration request of an investment society, the information of the effective owners and final beneficiaries of the participation units or managerial shares. Likewise, it is necessary to incorporate into Article 37 of Agreement No. 5-2004, the valuation rules for foreign investment societies that maintain their accounting outside the Republic of Panama and adapt Article 6 of Agreement No. 10-2015 so that in form DRA-01, a declaration is made regarding the incompatibility to hold the position of compliance officer for those persons who are final beneficiaries of more than five percent (5%) of the shares of the obligated financial subject for which they will hold the position.

That it should be noted that Article 323 of the Single Text establishes that when the Superintendence contemplates adopting 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) if the action promotes efficiency, market competition, and capital formation.

That this Agreement has been submitted to the Public Consultation Procedure established in Title XV of the Single Text of the Securities Market Law, specifically in Articles 323 et seq., whose term was from November 14 to December 15, 2023, as evidenced by the public access file held by the Superintendence.

That, by virtue of the foregoing, the Board of Directors of the Securities Market Superintendence, in use of its legal powers, AGREES:

ARTICLE FIRST: MODIFY Article 16 of Agreement No. 5-2004 of July 23, 2004, which will read as follows:

Article 16. Documents that must accompany the request
The registration request of an investment society must be accompanied by the following documentation:

1. Authentic copy of the Public Deed containing the constitutive act of the legal entity, or the trust instrument, which must be recorded in a public document, or original document authorized before a Public Notary in which the contract is granted. The Social Pact must provide that it will be dedicated exclusively to operating as an investment society, its books will be kept in the Republic of Panama, its duration will be perpetual, its directors must not be other legal entities. The trust instrument, in the case of investment societies that are trusts, must provide for the existence of a governing body with functions similar to those of the boards of directors of anonymous societies.

2. Certificate from the Public Registry issued within thirty (30) calendar days prior to the date of submission of the request, accrediting the existence of the applicant, the identity of the dignitaries, directors, and legal representatives, domicile, and duration of the applicant.

3. Simple copy of the valid personal identity card of the directors and dignitaries of the applicant, or of the settlors, as the case may be, of the trustee, and of the persons who are parties to the contract, when they are Panamanian citizens. If they are foreign residents in the Republic of Panama, they must provide a simple copy of the valid identity card issued as a foreigner by the Electoral Tribunal of Panama or an authenticated copy of the valid card issued by the National Migration Service. If they are foreigners not residing in the Republic of Panama, they must provide a copy of the first page of the valid passport (where the general details of the person are stated) apostilled or legalized through diplomatic or consular channels, or an authenticated copy by a notary if they are in the Republic of Panama.

4. Name of all effective owners and final beneficiaries of the participation units or managerial shares. Such information provided will be confidential, and must be presented and updated in case of changes in this shareholding composition, through the "Share Participation Form" (FPA-2), which forms an integral part of this Agreement as an Annex to it.
   For the purposes of this Agreement, "participation units or managerial shares" are understood as those that do not generate the contractual obligation on the part of the issuer to repurchase or redeem the contributed capital or to pay dividends.
   For the purposes of what is established in this item, in the event that the applicant entity maintains as owners of ten percent (10%) or more of its participation units or managerial shares legal entities, information about said legal entity must be provided until reaching the detail of identifying who their effective owners or final beneficiaries are, and so on until the point of identifying all and each of the natural persons, regardless of whether the shares are held through agents, custodians, or other legally accepted vehicles. Economic groups that trade publicly, or when the applicant trades or is part of an economic group that trades publicly, either locally or in a recognized jurisdiction; not less than sixty percent (60%) of their paid common shares in liquid and developed capital markets that make it difficult to identify natural person effective owners; or those whose effective owner is a Sovereign State, will not be obliged to provide the information or documentation requested in this item. For these purposes, the applicant must provide a certification from the entity in which it trades on an organized market.

5. Audited financial statements corresponding to the last fiscal year, if it is a legal entity already constituted and previously in operation, and in other cases, an initial balance sheet of trust operations, audited by an independent auditor.

6. Resume of the directors and dignitaries, legal representative, and persons who appear in the contract with powers to administer the assets of the Investment Society.

7. Informational Prospectus of the Investment Society, in which, among other points resulting from the Single Text of the Securities Market Law and this Agreement, the points indicated in Article 17 of this Agreement must be included.

8. Copy of the signed contract, if applicable, with the Investment Administrator and copy of the signed contract with the Custodian.

9. Copy of the marketing contracts that have been signed, if applicable, with Banks and Securities Houses that, according to their Business Plan, can perform such functions.

10. Draft Code of Conduct in the case that it is an Investment Society that assumes its own administration and representation.

11. Advertisements and other advertising materials that the Investment Society intends to use, including the Public Offering Notice.

12. In the event that the services of a foreign entity are to be contracted for the sub-administration of part or all of the fund's portfolio, a draft of the contract to be signed.

13. Model of the investment contract to be signed between each fund investor and the investment managing society. The Securities Market Superintendence may establish a minimum content for this contract or guidelines to which managing societies must adhere in their elaboration.

14. In the event that sales agents are to be used, information on the human and technical resources they will have available to provide such service; as well as the draft of the corresponding contracts.

15. In the case of funds that represent their participations through a master title, a draft of the contract to be signed with the Securities Central.

16. Draft minutes reflecting the terms and conditions related to the operation of the investment society, issued by its Board of Directors or governing body, containing at least the following parameters:
    a. Name of the investment society; b. Duration term;
    c. Investment policy of the resources, detailing at least the types of assets in which they will be invested, the fund's investment diversification policy, the treatment of investment excesses, and its liquidity policy;
    d. Benefit distribution policy; e. Administration fee; f. Operating expenses that can be attributed to the fund; g. Standards regarding mandatory information to be provided to participants; h. Policy on capital increases, and in the case that voluntary and partial capital decreases are contemplated, in accordance with the regulations of this law, the terms, conditions, and deadlines to carry them out;
    i. Debt policy;
    j. Return of capital policy; k. Matters that will fall under the knowledge of the extraordinary assembly of participants.

It is understood that several Investment Societies wishing to operate jointly under the concept of "family" or "group" of Investment Societies may register with the Superintendence simultaneously and through a joint request to which the documentation indicated will be attached.
When it comes to investment societies constituted as trusts, all the requirements established in this Agreement for their registration will apply, insofar as they are applicable to them.
In the event that documents are issued abroad, they must be presented apostilled or comply with the corresponding consular procedures.

ARTICLE SECOND: ADD a final paragraph to Article 37 of Agreement No. 5-2004 of July 23, 2004, which will read as follows:

Article 37. Net value per participation unit and valuation of assets
In order to calculate the net value per participation unit, foreign investment societies that maintain their accounting outside the Republic of Panama must value their assets and liabilities based on the rules and generally accepted accounting principles in the foreign jurisdiction where such accounting is maintained, and must be accompanied by comparative explanations for the calculation of the net value per participation unit in accordance with International Financial Reporting Standards (IFRS).

ARTICLE THIRD: MODIFY the last paragraph of Article 6 of Agreement 10-2015 of December 15, 2015, which will read as follows:

Article 6. (Communication and Hiring of the Compliance Officer).
The hiring of the compliance officer must be communicated in writing to the Superintendence within five (5) business days following its hiring; and a copy of the contract with the compliance officer and form DRA-01 must be attached, in which a declaration will be incorporated in which the compliance officer must indicate if they hold any type of share participation in the obligated financial subject where they will hold the position and their percentage.

ARTICLE FOURTH: MODIFY Article 6 of Agreement 01-2014 of May 28, 2014, which will read as follows:

Article 6 (Documents that must accompany the request)
The registration request of a Venture Capital Investment Society must be accompanied by the documentation indicated in items 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, and 16 of Article 16 of Agreement 5-2004 of July 23, 2004. However, the informational prospectus, indicated in item 7 of Article 16 of Agreement 5-2004 of July 23, 2004, must be presented in accordance with Article 7 (Informational Prospectus) of this Agreement. The Venture Capital Investment Society must obtain prior authorization of the draft social pact, or reforms thereto, in accordance with Article 332 of the Securities Market Law, regulated through Agreement 7-2013 of September 10, 2013.

ARTICLE FIFTH: MODIFY Article 6 of Agreement 02-2014 of August 6, 2014, which will read as follows:

Article 6 (Documents that must accompany the request)
The registration request of a Real Estate Investment Society must be accompanied by the documentation indicated in Article 16 of Agreement 5-2004 of July 23, 2004. However, the informational prospectus, indicated in item 7 of Article 16 of Agreement 5-2004 of July 23, 2004, must be presented in accordance with Article 7 (Informational Prospectus) of this Agreement. The Real Estate Investment Society must obtain prior authorization of the draft social pact, or reforms thereto, in accordance with Article 332 of the Securities Market Law, regulated through Agreement 7-2013 of September 10, 2013.

ARTICLE SIXTH: VALIDITY. This Agreement will enter into force from its publication in the Official Gazette.

PUBLISH AND COMPLY,

Adriana Carles
President of the Board of Directors

Luis E. [Signature]
Secretary of the Board of Directors

REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE
ANNEX
Form FPA-2
SHARE PARTICIPATION FORM
INVESTMENT SOCIETIES

Information on shareholding composition (shareholding structure), level of participation, and other shareholders of the applicant.

2. Indicate the level of participation of the applicant:
   Amount of % of social capital
   Identity of Shareholder or Effective Owner participation units or managerial shares paid

3. Provide the names, personal identification number or passport number, and nationality of the effective owners (final beneficiaries) of the applicant, regardless of whether the parent or direct owner(s) of the applicant is/are a legal entity. (Add fields as necessary)
   Full name, ID number, and nationality. a. ------------------------- b. -------------------------
   c. -------------------------

4. Declare, if you have knowledge, if any effective owner or final beneficiary of the applicant has been subject to investigation/sanction by a national or international entity or authority with regulatory and supervisory powers over the securities market or financial system similar to those of the Securities Market Superintendence of the Republic of Panama, due to lack of or non-compliance with laws and/or regulations. If the answer is affirmative, detail the circumstances thereof.

This information is confidential in accordance with the provisions of the Securities Market Law and its regulations; and may not be consulted by the general public.

The applicant that is part of a recognized economic group that trades publicly in liquid and developed capital markets that make it difficult to identify natural person effective controllers is exempt from completing points 2 and 3 of this Form. For these purposes, the Legal Representative or Board Secretary of the applicant society or another duly authorized Director or Dignitary must provide a Sworn Declaration informing this situation.

The undersigned declares under the gravity of oath that the information provided here and that accompanying this form is true on the ______ ( ) day of the month of _______ of the year __. Any type of fraud, omission, and/or misleading information therein will be sanctioned in accordance with the legislation of the Republic of Panama.

NAME AND SIGNATURE OF THE LEGAL REPRESENTATIVE, DIRECTOR OR AUTHORIZED DIGNITARY