Agreement 6-2017 Modifying Agreement 11-2013 on Registration and Supervision Fee Payment Criteria

No. 28363-A Digital Official Gazette, Tuesday, September 12, 2017

REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE

Agreement 6-2017
(September 6, 2017)

"Modifying Agreement 11-2013 of December 23, 2013, through which the criteria for the form and dates of payment of the registration and supervision fees to be paid by the regulated and supervised entities by the Superintendence are established."

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") was 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 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, through Agreement 11-2013 of December 23, 2013, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers, established the criteria for the form and dates of payment of the registration and supervision fees to be paid by the regulated and supervised entities of the Superintendence.

That the Securities Market Superintendence is an autonomous entity of the State, with legal personality, own assets, and administrative, budgetary, and financial independence, in accordance with Article 2 of the Single Text of Decree-Law 1 of 1999, meaning it has funds separate and independent from the Central Government and the right to administer them.

That, pursuant to Article 24 of the Single Text of Decree-Law 1 of 1999, fees, rights, and fines collected in accordance with the provisions of the Securities Market Law form part of the Institution's assets and revenues; in this sense, with the modification that took place with Law 66 of 2016, specifically regarding fines and their surcharges, the use of the collected funds will be assigned, as determined by the Board of Directors, through resolution.

That Law 66 of 2016 also modified Articles 25 and 26 of the Single Text of Decree-Law 1 of 1999 regarding registration and supervision fees, which, in accordance with Article 27 of said normative body, must maintain a strict relationship with the costs incurred by the Securities Market Superintendence to fulfill its functions rationally and efficiently in accordance with its budget.

That within the Securities Market Superintendence, the need has become apparent to adapt Agreement 11-2013 of December 23, 2013, regarding the destination of collected fines in light of the provisions of Law 66 of 2016, as well as to strengthen, in accordance with the own assets and budgetary and financial independence enjoyed by this Institution, the legal purposes of the funds collected by reason of the fees paid, to cover the expenses demanded by the action of its administrative and operational apparatus in attending to the respective requests, clearly defining the scope that governs the reimbursements and returns of said payments.

No. 28363-A Digital Official Gazette, Tuesday, September 12, 2017

That, in virtue of the foregoing, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,

AGREES:

ARTICLE FIRST: MODIFY Article 2 of Agreement 11-2013 of December 23, 2013, which shall read as follows:

"Article 2. (Registration Fees)

Persons who request the Superintendence for registration, license, or any of the services established in Article 25 of the Single Text of Decree-Law 1 of 1999, must pay the corresponding registration fee.

Registration fees correspond to the expenses incurred by the Superintendence in the process of attention, analysis, and qualification of the received request, according to the complexity of the matter, as well as the time and experience dedicated by personnel to direct it until its completion, the satisfactory result of which will depend on the fulfillment of legal requirements by the applicant."

ARTICLE SECOND: MODIFY Article 22 of Agreement 11-2013 of December 23, 2013, which shall read as follows:

"Article 22. (Form of Payment).

The payment of registration or supervision fees must be made via certified or manager's check, separately, drawn in favor of the Securities Market Superintendence, which must be accompanied by the corresponding form.

The Superintendence may issue instructions to regulated and supervised entities to make fee payments through electronic transfers or to the Institution's bank accounts, and may establish any other payment method it considers viable.

The amounts of registration and supervision fees must be paid separately. In the case of supervision fees, each registration that originates the charge of the supervision fee must be paid separately.

In the event that regulated and supervised entities have outstanding balances in the concept of supervision fees or imposed fines; the Superintendence will credit said payment to the oldest obligation, up to canceling the corresponding amounts. The Superintendence will communicate to the regulated and supervised entity in advance that the payment is being applied to the oldest debt."

ARTICLE THIRD: ADD Article 25 to Agreement 11-2013 of December 23, 2013, which shall read as follows:

"Article 25. (Regarding the reimbursement and return of the excess paid in the concept of the fee).

The payment made in the concept of registration or supervision fee is not refundable.

Fees that are not refunded will not constitute a credit in favor of the applicant nor can they be invoked to fulfill this requirement in the presentation of a subsequent application.

No. 28363-A Digital Official Gazette, Tuesday, September 12, 2017

In the case of excesses of any amount paid in virtue of these fees, it will be returned to the applicant, whether upon request by the party or ex officio."

ARTICLE FOURTH: (VALIDITY). This Agreement will enter into force the day following its promulgation in the Official Gazette.

LEGAL BASIS: Single Text of Decree-Law 1 of 1999.

Given in the city of Panama, on the sixth (06) day of the month of September of two thousand seventeen (2017).

PUBLISH AND COMPLY,

THE PRESIDENT THE SECRETARY AD HOC

LUIS A. JIMÉNEZ

REPUBLIC OF PANAMA

SECURITIES MARKET SUPERINTENDENCE

[Signature]

From the original

[Signature]

3.