Agreement 12-2023 of December 27, 2023 Modifying Provisions of Agreements No. 2 of February 28, 2000 and No. 8-2000 of May 22, 2000

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 12-2023
(December 27, 2023)
"By which certain provisions of Agreements No. 2 of February 28, 2000 and No. 8-2000 of May 22, 2000 are modified."

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 as an autonomous state body, with legal personality, 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 Body for regulation and the setting of general policies of the Superintendence, and among its attributes is 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 it is an attribute of the Board of Directors of the Superintendence, provided for in numeral 5 of Article 10 of the Single Text, to adopt the principles, norms, interpretations, guides, technical pronouncements, practices, and general rules dictated by national or international accounting organizations, which must be used in the preparation of financial statements, as well as to adopt the format and content of these and establish the format and content of any other financial information that the Board of Directors determines registered issuers, investment companies, entities with licenses issued by the Superintendence, and any other person subject to the provisions of the Securities Market Law must present.

That the National Securities Commission (now the Securities Market Superintendence), through Agreement No. 2 of February 28, 2000, prescribed the format and content of the financial statements that had to be presented to the Stock Market Regulator, and adopted the accounting norms and principles and audit standards that had to be used in the preparation and audit of said financial statements.

That through Agreement No. 8-2000 of May 22, 2000, the National Securities Commission (now the Securities Market Superintendence), adopted the norms applicable to the format and content of the Financial Statements and other financial information that persons registered or subject to reporting according to Decree-Law 1 of July 8, 1999, must periodically present to the Commission.

That through Law 280 of December 30, 2021, which regulates the practice of the authorized public accountant profession, it is provided in paragraph 1 of numeral 7 of its Article 22 that the International Financial Reporting Standards (IFRS) issued and to be issued by the International Accounting Standards Board, an independent body established to promulgate accounting standards of worldwide application, are adopted as their own and applicable in the Republic of Panama.

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) if the action promotes market efficiency, competition, and capital formation.

That in Superintendence working sessions, the need to review and adapt certain articles of the Agreements that develop the norms applicable to the format and content of the Financial Statements and other financial information that must be periodically presented to the Superintendence, with the provisions contained in Law 280 of December 30, 2021, which regulates the authorized public accountant profession in the Republic of Panama, has been made evident, modifying some articles and repealing others whose content is already directly regulated by the International Financial Reporting Standards (IFRS), which must be applied in the manner they are set forth by them.

That taking into account that the provisions contemplated in this Agreement are limited to adapting the scope of the norms applicable to the format and content of the Financial Statements and other financial information that must be presented to the Superintendence in attention to the current legislation applicable in accounting matters in the Republic of Panama, 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, using its legal powers, AGREES:

ARTICLE FIRST: MODIFY Article First of Agreement No. 2 of February 28, 2000, which will read as follows:

Article First: Accepted Accounting Norms and Principles
The financial statements presented by persons registered or subject to reporting according to the Securities Market Law must be prepared in accordance with the International Financial Reporting Standards (IFRS) issued and to be issued by the International Accounting Standards Board, an independent body established to promulgate accounting standards of worldwide application.

Paragraph: Persons registered or subject to reporting according to the Securities Market Law must present their financial statements to the Securities Market Superintendence, prepared in accordance with what is established in this article, on the reporting date immediately following the entry into force of this Agreement.

ARTICLE SECOND: REPEAL Article Third of Agreement No. 2 of February 28, 2000.

ARTICLE THIRD: MODIFY Article Fourth of Agreement No. 2 of February 28, 2000, which will read as follows:

Article Fourth: Definitions
For the purposes of this Agreement, the following shall be understood:

(A) Foreign Issuer: an issuer constituted or organized in a foreign jurisdiction or whose accounting books are kept outside the Republic of Panama.

(B) International Financial Reporting Standards (IFRS): the international accounting standards and interpretations that from time to time are issued by the International Accounting Standards Board (IASB).

(C) Registered Persons or Persons Subject to Reporting: any entity that holds a registration or license granted by the Securities Market Superintendence and, in such condition, is subject to presenting periodic financial reports to this Administrative Authority, in accordance with what is established in the Securities Market Law (Single Text of the Securities Market Law and its regulatory Agreements).

ARTICLE FOURTH: MODIFY Article Sixth of Agreement No. 2 of February 28, 2000, which will read as follows:

Article Sixth: Entry into Force
The provisions of this Agreement will be applicable to the financial statements that are presented to the Securities Market Superintendence in relation to securities registration requests and annual and interim reports that persons registered or subject to reporting must present to the Securities Market Superintendence in accordance with the Single Text of the Securities Market Law and its regulations from June 30, 2000.

While the Securities Market Superintendence does not issue specific regulations on accounting norms and principles applicable to said persons, they may prepare their financial statements in accordance with the generally accepted accounting and audit norms and principles applicable in their jurisdiction.

This Agreement will begin to govern from its publication in the Official Gazette.

ARTICLE FIFTH: MODIFY Article 1 of Agreement No. 8-2000 of May 22, 2000, which will read as follows:

Article 1 (Supplementary Nature): The norms of this Agreement will apply supplementarily to what is provided in Agreement No. 2 of February 28, 2000, by which it is established that the Financial Statements and other financial information that persons registered or subject to reporting according to the Securities Market Law must present, must be prepared in accordance with the International Financial Reporting Standards (IFRS) issued and to be issued by the International Accounting Standards Board, an independent body established to promulgate accounting standards of worldwide application.

ARTICLE SIXTH: REPEAL Article 2 of Agreement No. 8-2000 of May 22, 2000.

ARTICLE SEVENTH: MODIFY Article 4 of Agreement No. 8-2000 of May 22, 2000, which will read as follows:

Article 4 (Intervention of a CPA): The annual Financial Statements of persons registered or subject to reporting must be audited by an independent Authorized Public Accountant. The interim Financial Statements must be endorsed by an Authorized Public Accountant in attention to what is provided in Law 280 of December 30, 2021, who is not required to have the condition of independent.

ARTICLE EIGHTH: REPEAL Article 7 of Agreement No. 8-2000 of May 22, 2000.

ARTICLE NINTH: REPEAL Article 8 of Agreement No. 8-2000 of May 22, 2000.

ARTICLE TENTH: MODIFY Article 15 of Agreement No. 8-2000 of May 22, 2000, which will read as follows:

Article 15 (Denomination): All amounts presented in the Financial Statements subject to this Agreement must be expressed in Balboas or United States Dollars. When there is conversion of amounts from other currencies to Balboas or United States Dollars, the pertinent provisions in the International Financial Reporting Standards (IFRS) will be observed.

ARTICLE ELEVENTH: VALIDITY. This Agreement will enter into force from the day of its promulgation in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

Adriana Caries
President of the Board of Directors

E. Vásquez
Secretary of the Board of Directors