Agreement 3-2019 (September 18, 2019) Subrogating Agreement 5-2015 (Modified by Agreement 14-2020) - Single Text

Single Text
09.12.2020
REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE
Agreement 3-2019
(From September 18, 2019)
“By which Agreement 5-2015 of July 15, 2015 is subrogated” (Modified by Agreement 14-2020 of November 30, 2020) SINGLE TEXT THE BOARD OF DIRECTORS In exercise of its legal powers, and CONSIDERING That through Law 67 of September 1, 2011, the Securities Market Superintendence (hereinafter the “Superintendence”) is created as an autonomous entity of the State, with legal personality, own assets, and administrative, budgetary, and financial independence, with exclusive competence to regulate and supervise issuers, investment companies, intermediaries, and other participants in the securities market in the Republic of Panama. That pursuant to what is established in Article 121 of Law 67 of 2011, the National Assembly issued the Single Text comprising Decree-Law 1 of 1999 and its reforming laws, and Title II of Law 67 of 2011, reformed by Law 12 of April 3, 2012, and Law 56 of October 2, 2012 (hereinafter the “Securities Market Law”). That the general objective of the Superintendence is the regulation, supervision, and oversight of securities market activities developed in the Republic of Panama or from it, promoting legal certainty for all market participants, guaranteeing transparency, with special protection of investors' rights. That Article 10 of the Securities Market Law empowers the Board of Directors to “adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law.” That the Board of Directors of the Securities Market Superintendence, making use of its powers, issued Agreement 5-2015 of July 15, 2015, “By which additional information and documentation that must be kept under reserve, as established in Article 331 of the Securities Market Law, is ruled upon.” That Article 331 of the Securities Market Law establishes that all information and all documents presented to the Superintendence or obtained by it shall be of a public nature and may be examined by the public, unless: “It concerns information or documents that the Superintendence rules by agreement should be kept under reserve.” That in working meetings of the Securities Market Superintendence, the need to reform the list of information and documentation contained in Agreement 5-2015 of July 15, 2015 has been manifested, in order to incorporate administrative files containing the processes of reorganization, intervention, and liquidation of any type of Entities with licenses issued by the Superintendence. That this agreement has been submitted to the Public Consultation Procedure established in Title XIV of the Securities Market Law, specifically in Articles 323 and

Single Text
09.12.2020
2 ff., whose term was from August 22, 2019, to September 13, 2019, as recorded in the public access file held by the Superintendence.
That, pursuant to the foregoing, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers; AGREES
ARTICLE FIRST: TO RULE that the information and/or documentation listed below must be kept under reserve in attention to what is established by numeral 5 of Article 331 of the Securities Market Law:

1. All documentation or information contained in a database, network systems, electronic or telematic communication systems, software, hardware, optical disk, or computer system owned by the Securities Market Superintendence, that is not available to the public.
2. Business Plans, Procedure Manuals, Compliance Manuals, Transaction Reports, Globalized Transaction Reports of regulated, supervised, or registered entities before the Securities Market Superintendence; Composition of the Investment Portfolio of Pension and Retirement Funds under the administration of Investment Administrators of Pension and Retirement Funds, Composition of the Investment Portfolio of Investment Administrators of Severance Funds, Composition of the Investment Portfolio of Investment Companies and their related reports.
3. Cash and quasi-cash Report and Reports of Suspicious Operations.
4. Any request, inquiry, information, or documentation of a confidential nature, received or sent pursuant to a Memorandum of Understanding, whether bilateral or multilateral, signed with other local or international financial supervisory entities, the content of such requests, and all matters related to or arising within any consultation, cooperation, technical assistance, or investigation process, including those unsolicited assistances.
5. Any request, inquiry, information, or documentation, whether obtained or supplied, by the Securities Market Superintendence, from local authorities or foreign supervisory bodies of the securities market.
6. The information and documentation, related and contained, in the reorganization, intervention, and liquidation procedures contained in the Securities Market Law.
7. The actions of the administrative sanctioning files, except for the parties and their representatives.
8. Any other documentation or information related to any request for international assistance or cooperation.
9. 1In requests for registration of modification to the terms and conditions of a registered issuance:
   a. The Certification issued by the issuer or the payment, registration, and transfer agent of the issuance or by the person authorized to keep control of the holding of the securities of the issuance to be modified, where the names of the holders of the securities whose modification is intended are identified; b. The Certification issued by the issuer or the payment, registration, and transfer agent of the issuance or by the person authorized to keep control of the holding of the securities of the issuance to be modified, where it is declared and certified that it has the backing or documentation that, in its judgment, attests that the holders of said securities have given their consent to the modification proposed by the issuer and that the minimum percentage required is met, provided that in the same the names of the holders of the securities whose modification is intended are identified, and;
   c. Copies of the letters, documents, or backing of the acceptance of the registered holders of the securities of the issuance to be modified.
10. 2All information and documentation that the Superintendence receives in the exercise of its supervisory and oversight functions, including inspections it carries out, as well as registration procedures, whose content deals with registered securities holders, including without limitation: their identity, the communications and decisions adopted regarding them, and regarding clients of entities with licenses issued by the Superintendence, including without limitation: their identity, the investment accounts, and the transactions they carry out through entities with licenses issued by the Superintendence.
    ARTICLE SECOND: (VALIDITY) This agreement shall enter into force the day following its promulgation in the Official Gazette of the Republic of Panama.
    LEGAL BASIS: Single Text of Decree-Law No. 1 of July 8, 1999.
    Given in the city of Panama, on the eighteenth (18) day of the month of September of two thousand nineteen (2019).
    PUBLISH AND COMPLY
    THE PRESIDENT THE SECRETARY
    JOSÉ RAMÓN GARCÍA DE PAREDES EDUARDO LEE
    2 Added by Article First of Agreement 14-2020 of November 30, 2020.