Agreement 7-2024 Exempting Securities and Financial Instruments from Registration for Secondary Market

REPUBLIC OF PANAMA
SUPERINTENDENCY OF THE SECURITIES MARKET

Agreement No. 7-2024
(From November 7, 2024)

"Which declares exempt from registration for the secondary market, the securities and/or financial instruments of issuers that comply with the requirements of this Agreement"

THE BOARD OF DIRECTORS
In exercise of its legal powers and

CONSIDERING

That through Law 67 of September 1, 2011, the Superintendency of the Securities Market (hereinafter the "Superintendency") 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 of securities and other participants in the securities market in the Republic of Panama.

That the Board of Directors, in accordance with articles 5, 6, 10 (item 1), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Body of consultation, regulation, and establishment of the general policies of the Superintendency and has among its attributes 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 as its general objective 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 and guaranteeing transparency, with special protection of investors' rights.

That article 129 of the Single Text grants the Superintendency the power to declare exempt from registration any other offers, sales, or transactions in securities that the Superintendency, through agreement, excepts from the registration requirement established in Title V ("Public Offering of Securities"), within the parameters dictated for the protection of the investing public.

That the Superintendency of the Securities Market has considered the convenience of exempting from the mandatory registration requirement for securities subject to offering established in Title V of the Single Text those securities issued and traded in accordance with the laws of the recognized jurisdiction of the United States of America, in view of the characteristics and particularities of these offerings and the terms and conditions of the issuance, so that they may proceed directly to listing and trading in the secondary market through a stock exchange authorized to operate in the Republic of Panama.

That this agreement has been submitted to the Public Consultation Procedure established in Title XV of the Single Text of the Securities Market Law, specifically in articles 323 et seq., whose term was from October 2 to October 30, 2024, as recorded in the public access file held by the Superintendency.

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

AGREES:

ARTICLE FIRST: Declaration of exemption from registration for secondary market

The requirement of registration with the Superintendency of the Securities Market is declared exempt, for their listing and trading in the secondary market through a stock exchange authorized to operate in the Republic of Panama, for issuances of securities and/or financial instruments carried out under Rule 144A and/or Regulation S of the U.S. Securities Act of 1933, as it has been modified from time to time, of the recognized jurisdiction of the United States of America.

These securities and/or financial instruments are governed by the laws of the United States of America, a jurisdiction recognized by the Superintendency of the Securities Market.

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Paragraph: The Superintendency of the Securities Market may evaluate the incorporation of issuances of securities and/or financial instruments carried out in other jurisdictions recognized by the Superintendency, for which the corresponding review, evaluation, and approval of the declaration of exemption from registration for secondary market must be carried out through an Agreement.

ARTICLE SECOND: Listing and trading on stock exchanges in the Republic of Panama, and custody, clearing, and settlement mechanisms.

Listing and trading in the secondary market are permitted for the securities and/or financial instruments exempt from registration in the Superintendency of the Securities Market referred to in this Agreement on stock exchanges authorized to operate in the Republic of Panama.

In accordance with the provisions contained in Title III of the Single Text, stock exchanges and securities depositories authorized to operate in the Republic of Panama are empowered to issue internal rules that will regulate everything related to the conditions that allow the listing and trading of the securities and/or instruments exempt from registration in accordance with this Agreement, as well as to determine the custody, clearing, and settlement mechanisms for transactions.

The aforementioned internal rules must be approved by the Superintendency of the Securities Market and must be consistent with what is established in this Agreement and the Single Text.

The exemption from registration of securities and/or financial instruments in the Superintendency of the Securities Market allows stock exchanges and securities depositories authorized to operate in the Republic of Panama to admit information in any language other than Spanish.

ARTICLE THIRD: Information Disclosure Regime

It is established that the Superintendency of the Securities Market does not supervise the disclosure of information by issuers of the securities and/or financial instruments exempt from registration referred to in this Agreement; therefore, the Superintendency of the Securities Market maintains no type of interference or responsibility, as they are not registered issuers.

Stock exchanges and securities depositories authorized to operate in the Republic of Panama where the securities and/or financial instruments subject to this Agreement are admitted to listing and trading in the secondary market are empowered to establish in their internal rules the applicable information disclosure regime, which must be available to investors through the stock exchanges.

The information prospectus or document used to offer the securities and/or financial instruments subject to this Agreement must contain a legend indicating to the investing public that such securities and/or financial instruments are not registered with the Superintendency of the Securities Market, nor are they subject to its oversight and the protection granted by the Securities Market Law to registered issuers. Likewise, it must be established that since they are not registered with the Superintendency of the Securities Market, the tax benefits established in the Securities Market Law do not apply to them. The issuer may incorporate this legend in the same information prospectus or offering document, or as an annex.

As a prudential measure, despite the registration exemption established in this Agreement, each time securities and/or financial instruments under the conditions established in this Agreement are admitted to trading in the secondary market on a stock exchange authorized to operate in the Republic of Panama, these must communicate and send a copy of the information prospectus or offering document, or the annex, to the Superintendency of the Securities Market.

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

PUBLISH AND COMPLY

(Signature)
Eduardo Lee
President of the Board of Directors, Ad Hoc

(Signature)
Luis Chalhoub
Secretary of the Board of Directors, Ad Hoc

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