Agreement 14-2022 of December 28, 2022 Amending Article 2 and Article 14-A of Agreement No. 2-2010

REPUBLIC OF PANAMA
SUPERINTENDENCY OF THE SECURITIES MARKET
Agreement No. 14-2022
(of December 28, 2022)
"By which a Paragraph is added and the Paragraphs of Article 2 are modified, and literal g of Article 14-A of Agreement No. 2-2010 of April 16, 2010 is modified"

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 Superintendency of the Securities Market as an autonomous entity of the State, 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 Body for consultation, regulation, and establishment of the general policies of the Superintendency, and among its attributions is to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law.

That the Superintendency, by virtue of Article 3 of the Single Text, has the general objective of regulating, supervising, and auditing the activities of the securities market that take place 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 by means of Agreement No. 2-2010 of April 16, 2010, the procedure for the presentation of applications for securities registration and termination of registration in the Superintendency of the Securities Market was adopted.

That, in working sessions, the Board of Directors has considered the convenience of adding and modifying the paragraphs of Article 2 of Agreement No. 2-2010 of April 16, 2010, regarding the validity of rotating securities programs, to clarify the meaning of the norm and avoid confusion in its application, as well as Article 14-A of Agreement No. 2-2010 of April 16, 2010, in relation to the periodicity of appraisals required in guaranteed issuances through guarantee trusts.

That, in this sense, it is worth noting that Article 323 of the Single Text establishes that when the Superintendency 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 efficiency, market 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 of the norm, so that 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 Superintendency of the Securities Market, in the exercise of its legal powers,

AGREES:

ARTICLE FIRST: TO ADD a Paragraph and MODIFY the Paragraphs to Article 2 of Agreement No. 2-2010 of April 16, 2010, which will read as follows:

Article 2: Documentation. Applications for securities registration that are the subject of a public offering requiring authorization from the Superintendency of the Securities Market, must be accompanied by the following documentation:

PARAGRAPH 1 (Of risk ratings):
The provisions relating to reports from risk rating entities will be applicable to those registration applications for issuances that are presented starting from January 1, 2018, which must be updated annually.
The foregoing will also apply to securities registrations valid upon the entry into force of this Agreement, with the possibility of issuing subsequent series within a Rotating Securities Program; requiring the "Updated Report" to be presented by the Risk Rating Entity registered or recognized by the Superintendency of the Securities Market, for said Program in particular. The Risk Rating Report will be updated annually.

PARAGRAPH 2 (Validity of Rotating Securities Programs):
Rotating Securities Programs must have a defined validity period, which cannot exceed ten (10) years, counted from the date of issuance of the first series of the Rotating Program. This information must be stated within the Risk Factors Section of the Information Prospectus of the issuance.
Rotating Securities Programs that maintain a valid registration on the date of promulgation of Agreement No. 3-2017 of April 5, 2017, which have a validity period greater than ten (10) years, will maintain the same validity period established on the date of the resolution that authorized their registration before the Superintendency of the Securities Market. The validity period of the Rotating Securities Program applies only to the issuance of its respective securities, so it does not affect the maturity date or the payment terms for principal and interest that the issuer determines in the terms and conditions of the securities issued within these Programs.

PARAGRAPH 3 (Maturity date or principal payment term of the Series):
The series to be issued, whether under a Rotating Program or not, must have a defined maturity date or principal payment term, whether the same is stipulated within the Definitive Information Prospectus or indicated by means of a Supplement to the Information Prospectus.
Compliance with this Paragraph is exempted for series to be issued in public offerings of shares.

ARTICLE SECOND: TO MODIFY literal g of Article 14-A of Agreement No. 2-2010 of April 16, 2010, which will read as follows:

Article 14-A: Use of Guarantee Trusts.
When the issuer presents an application for a guaranteed issuance through a guarantee trust, it must establish in its service provision contract, at a minimum, the following:

a.

g. The issuer must supply and make available to investors every five (5) years, at a minimum, an updated independent appraisal or valuation of the guarantees. In the case where the main source of repayment comes from the recurring income produced by the assets that guarantee the issuance, whether these are from the issuer and/or the settlors or guarantors, they must supply and make available to investors every three (3) years, at a minimum, an updated independent appraisal or valuation of the guarantees. Likewise, in cases where there is any extraordinary event that affects the issuance or the guarantees, whether detected by the issuer, the trustee, or the Superintendency of the Securities Market, the issuer must supply and make available to investors an updated independent appraisal or valuation of the guarantees. The independent appraisal or valuation refers to any type of asset constituted as a guarantee. The independent legal entity that performs the appraisal or valuation of the assets or goods cannot be a third party related to the issuer. Each time an update of the appraisal or valuation of the guarantees is given, the dates of the appraisal or the exercise of the valuation, prices, and the legal entity that performed it must be recorded.

ARTICLE THIRD: (ENTRY INTO FORCE) This Agreement will enter into force from its promulgation in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

Luis Chalhoub
President of the Board of Directors

Adriana Caries
Secretary of the Board of Directors