Agreement 2-2025 of June 12, 2025 Modifying Certain Provisions of Agreement No. 11-2013

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 2-2025
(From June 12, 2025)
"That modifies certain provisions of Agreement No. 11-2013 of December 23, 2013"

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 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 Consultative, Regulatory, and Policy-Setting Body of the Superintendence and has among its attributes 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 Articles 25 and 26 of the Single Text establish the registration and supervision fees that persons requesting registrations and licenses from the Securities Market Superintendence must pay.

That through Agreement 11-2013 of December 23, 2013, the Securities Market Superintendence establishes the criteria for the form and payment dates of registration and supervision fees by the subjects regulated and supervised by the Superintendence.

That the Superintendence deems it necessary for the benefit of our regulated entities to adapt the provisions set forth in Agreement No. 11-2013 regarding the payment date of the supervision fee for registered issuers and investment societies, as well as the elimination of the forms for payment of supervision fees, in view of the fact that the data required for the estimation of these fees is submitted and updated through the reports already received through the Electronic Information Submission System (SERI).

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

That taking into account that the provisions contemplated in this Agreement are limited to adapting and clarifying the provisions regarding the payment date of the supervision fees for registered issuers and investment societies, as well as the elimination of the payment forms for the supervision fee, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate a restriction, 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 Securities Market Superintendence, using its legal powers,

RESOLVES:

ARTICLE FIRST: MODIFY Article 11 of Agreement No. 11-2013 of December 23, 2013, which shall read as follows:

Article 11. (Computation of the supervision fee for registered securities).
Registered securities will compute what they owe to pay, as an annual supervision fee, from the date of notification of the resolution of registration and authorization for public offering of the securities. The payment will be made by May 31 of each year. When May 31 falls on a non-working day, the payment date is extended to the next working day.

When registered securities or financial instruments have matured or have been subject to early redemption (in the event that this option exists), before the expiration of the year covered by the supervision fee, the issuer will pay the annual supervision fee that corresponds, regardless of the days in which it kept the registered securities or financial instruments in circulation.

The issuer that does not maintain securities in circulation will pay the minimum amount of the supervision fee for registered securities, established by Law.

In the case that the same information prospectus contemplates two different types of public offerings of securities, that is: on the one hand, the public offering of securities within a revolving securities program, and on the other hand, the public offering of securities outside a revolving securities program, the issuer must pay, separately, the supervision fee for each of these types of registered public offerings, to comply with what is established in Article 26 of the Securities Market Law.

ARTICLE SECOND: MODIFY Article 13 of Agreement No. 11-2013 of December 23, 2013, which shall read as follows:

Article 13. (Payment of the supervision fee).
Issuers of securities that were registered on August 10, 1999, the date of entry into force of Decree-Law 1 of July 8, 1999, will pay the supervision fee per calendar year, by May 31 of each year.

Issuers registered after August 10, 1999, will pay in the same manner, the annual supervision fee, by May 31 of each year.

When May 31 falls on a non-working day, the payment date is extended to the next working day.

Once the issuer is notified of the resolution granting the registration of the securities, it must make the payment of its annual supervision fee on the date that corresponds, in attention to what is established in the preceding paragraphs.

For the payment of the annual supervision fee, the date of notification of the resolution granting the registration of the securities will be taken.

ARTICLE THIRD: MODIFY Article 14 of Agreement No. 11-2013 of December 23, 2013, which shall read as follows:

Article 14. (Calculation of the supervision fee for investment societies).
Registered investment societies will make the payment of their annual supervision fee by May 31 of each year. When May 31 falls on a non-working day, the payment date is extended to the next working day.

When the investment society is notified of the resolution granting the registration of the participation quotas, it must make the payment of its annual supervision fee on the date that corresponds, in attention to what is established in the preceding paragraph.

For the payment of the annual supervision fee, the date of notification of the resolution granting the registration of the participation quotas will be taken.

Umbrella investment societies that include within their structure, other investment societies with share capital different from the main investment society and that will issue its own participation quotas; or investment societies registered jointly under the concept of "family" or "group" of investment societies must compute and pay their annual supervision fee per investment society registered within their structure in accordance with what is provided in numeral 3 of Article 26 of the Single Text of the Securities Market Law.

ARTICLE FOURTH: MODIFY Article 16 of Agreement No. 11-2013 of December 23, 2013, which shall read as follows:

Article 16. (Payment of the supervision fee).
Investment societies registered on August 10, 1999, the date of entry into force of Decree-Law 1 of July 8, 1999, will pay the supervision fee per calendar year, by May 31 of each year.

Investment societies registered after August 10, 1999, will pay in the same manner, the annual supervision fee, by May 31 of each year.

When May 31 falls on a non-working day, the payment date is extended to the next working day.

When the investment society is notified of the resolution granting the registration of the participation quotas, it must make the payment of its annual supervision fee on the date that corresponds, in attention to what is established in the preceding paragraphs.

For the payment of the annual supervision fee, the date of notification of the resolution granting the registration of the participation quotas will be taken.

ARTICLE FIFTH: REPEAL Article 24 of Agreement No. 11-2013 of December 23, 2013.

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

PUBLISH AND COMPLY,

Adriana Caries
President of the Board of Directors

Secretary of the Board of Directors