Agreement 4-2023 of March 29, 2023 Modifying Paragraph 3 of Article 2 of Agreement No. 2-2010

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 4-2023
(As of March 29, 2023)
"Modifying Paragraph 3 of Article 2 of Agreement No. 2-2010 of April 16, 2010"

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 entity, with legal personality, its own assets, and administrative, budgetary, and financial independence.

That the Superintendence, by virtue of Article 3 of the Single Text of the Securities Market Law (hereinafter 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 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, regulator, and setter of the general policies of the Superintendence and has among its attributions the following:

"Article 10. Attributions. The attributions of the Board of Directors are:

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

That the Superintendence, through Agreement No. 2-2010 of April 16, 2010, adopted the procedure for the presentation of applications for securities registration and termination of registration before this Administrative Authority. Subsequently, through Agreement No. 14-2022 of December 28, 2022, provisions and clarifying modifications were adopted in Agreement No. 2-2010 of April 16, 2010, regarding the validity of rotating securities programs, the due dates or capital payment terms of the series of securities offered or not within a rotating securities program, and regarding the periodicity in the updated independent appraisal or valuation of the guarantees of registered issuances.

That the Superintendence has seen the importance of clarifying that the establishment of a defined maturity date or defined capital payment term, which contemplates Paragraph 3 of Article 2 of Agreement No. 2-2010 of April 16, 2010, for series to be offered within or not within a rotating securities program, does not apply to some public offerings of securities whose registration or authorization is requested or maintained before this Regulator, taking into consideration the applicability of the legislation of a foreign jurisdiction on the rights and obligations arising from the securities, as well as the activity of banks with licenses issued by the Superintendence of Banks of Panama.

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 taking into account that the provisions contemplated in this Agreement clarify the scope of a duty contemplated in Agreement No. 2-2010 of April 16, 2010, in the sense of exempting from compliance some public offerings of securities whose registration or authorization is requested or maintained before this Regulator, which benefits those interested in these procedures, 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, in use of its legal powers,

RESOLVES:

ARTICLE FIRST: MODIFY Paragraph 3 of Article 2 of Agreement No. 2-2010 of April 16, 2010, as follows:

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

PARAGRAPH 3 (Maturity Date or Capital Payment Term of the Series):
The series to be issued, whether under a Rotating Program or not, must have a defined maturity date or capital payment term, whether the same is stipulated within the Final Information Prospectus or indicated via Supplement to the Information Prospectus.

Compliance with this Paragraph is exempted for:
a. Series of public offerings of shares or participation units, in accordance with the definition of Article 49 of the Securities Market Law; b. Series or securities that have been previously registered or authorized for public offering in a recognized jurisdiction, whose application for registration before the Securities Market Superintendence is governed by the abbreviated procedure established in Agreement No. 8-2003 of July 9, 2003;
c. Series or securities of public offerings whose rights and obligations (terms and conditions) are governed by the legislation of another jurisdiction; and
d. Series or securities of banks with licenses issued by the Superintendence of Banks of Panama, issued in accordance with banking regulation to be considered primary capital and that are publicly offered."

ARTICLE SECOND: VALIDITY. This Agreement shall enter into force from its promulgation in the Official Gazette.

PUBLISH AND COMPLY,

Adriana
Obando
President of the Board of Directors

Caries
Secretary of the Board of Directors