Agreement 8-2024 of November 26, 2024 Modifying Certain Provisions of Agreement No. 8-2003 of July 9, 2003

REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 8-2024
(Of November 26, 2024)
"By which certain provisions of Agreement No. 8-2003 of nine (9) July 2003 are modified"

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 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 (numeral 1), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Consultative Body for regulation and setting of general policies of the Superintendence, and among its attributes is 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 through Agreement No. 8-2003 of nine (9) July 2003, the National Securities Commission (current Securities Market Superintendence) adopted the abbreviated procedure for the registration of securities that have been previously registered or authorized for public offering in a recognized jurisdiction.

That Article 122 of the Single Text establishes, among other things, that the Securities Market Superintendence may recognize the validity of "security registrations" made in recognized jurisdictions and shall regulate by Agreement the procedure for the recognition of said foreign "registrations."

That the Securities Market Superintendence deems it necessary for the benefit of our regulated entities and the general public to modify certain provisions of Agreement No. 8-2003, to clarify the wording of its provisions in accordance with what is established in Article 122 of the Single Text, specifically regarding the recognition of the validity of "security registrations" made in recognized jurisdictions, and in this way eliminate the possibility of generating erroneous interpretations regarding its scope of application, beyond "registrations" of securities properly made in recognized jurisdictions.

That the foregoing is important, since the current wording of Agreement No. 8-2003 contemplates throughout its provisions the use of the terms "authorized" and "registered," without this affecting the tenor of what is provided in Article 122 of the Single Text, whose content refers only to the fact that the foreign issuance must have a prior registration made in a recognized jurisdiction; therefore, from the considerations of this Superintendence, these terms at the time of issuing this Agreement were used as synonyms and not to describe a possibility different from the registration of securities to apply to the provisions of the same; therefore, we reiterate, in order to avoid erroneous interpretations in the application of the Agreement, it corresponds to make the adjustments presented below.

That taking into account that the provisions contemplated in this Agreement are limited to clarifying the meaning and scope of the rules for the adoption of the abbreviated procedure for the registration of securities that have been previously registered for public offering in a recognized jurisdiction, in accordance with Article 122 of the Single Text, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate any restriction; therefore, 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 exercise of its legal powers,

AGREES:

ARTICLE FIRST: MODIFY the title of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

"BY WHICH THE ABREVIATED PROCEDURE FOR THE REGISTRATION OF SECURITIES THAT HAVE BEEN PREVIOUSLY REGISTERED FOR PUBLIC OFFERING IN A JURISDICTION RECOGNIZED BY THE SECURITIES MARKET SUPERINTENDENCE IS ADOPTED"

ARTICLE SECOND: MODIFY the sixth paragraph of the recitals of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

That since the Securities Market Superintendence has the faculty to establish procedures and requirements for the recognition of said foreign registrations, the need has become apparent to adopt a registration procedure for securities registered by entities from Recognized Jurisdictions recognized by this authority, different from that contained in Agreement No. 2-2010 of April 16, 2010, which is abbreviated without disregarding, in any way, the protection of the investing public, in order to have a procedure akin to the registration of the securities in question.

ARTICLE THIRD: MODIFY ARTICLE FIRST of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

ARTICLE FIRST: ADOPT the "Abbreviated procedure for the registration of securities, before the Securities Market Superintendence, that have been previously registered for public offering in a recognized jurisdiction."

ARTICLE FOURTH: MODIFY Article 1 of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

Article 1 Scope of Application. This procedure is mandatory for those issuer companies of securities, or offerors as defined in Article 49 of the Single Text, (and hereinafter "the applicant") that have been previously registered for public offering by the regulatory entity of the securities market of a recognized jurisdiction, and that request registration before the Securities Market Superintendence. Included within the scope of application of this Agreement are shares or participation quotas of mutual funds or investment societies authorized for public offering.

ARTICLE FIFTH: MODIFY Article 3 of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

Article 3: (Information to be presented). The application for registration of securities before the Securities Market Superintendence that have been previously registered for public offering by the regulatory entity of the securities market of a recognized jurisdiction, must contain at least the information contained in Form RV-JR attached to this procedure, and which forms an integral part of it.

ARTICLE SIXTH: MODIFY numeral 2 of Article 4 of Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

Article 4 (Attached Documentation): With the registration application referred to in the previous article, the applicant must provide the documentation detailed below:

1. Authenticated copy of the document issued by the regulatory entity of the securities market of the recognized jurisdiction through which the registration of the securities for public offering in said territory is evidenced.

2. In the case of registrations recognized by electronic means, a printed copy of the electronic document through which said registration is evidenced must be provided, and the Superintendence must verify it with the corresponding regulatory entity.

ARTICLE SEVENTH: MODIFY Form RV-JR attached to Agreement No. 8-2003 of nine (9) July 2003, which will remain as follows:

FORM RV-JR
(Agreement No. 8-2003)

"BY WHICH THE ABREVIATED PROCEDURE FOR THE REGISTRATION OF SECURITIES THAT HAVE BEEN PREVIOUSLY REGISTERED FOR PUBLIC OFFERING IN A JURISDICTION RECOGNIZED BY THE SECURITIES MARKET SUPERINTENDENCE IS ADOPTED"

Instructions for Use

1. The present Form RV-JR consists of a guide for the presentation before the Securities Market Superintendence of abbreviated registration applications for securities that have been previously registered for public offering in a Recognized Jurisdiction by this authority. The applicant may obtain it through our website www.supervalores.gob.pa.

2. The Form must be presented by the issuer, offeror, investment society, or its legal representative, at the time of presenting the abbreviated registration application for the securities.

3. The Form RV-JR must be satisfied with the information requirements required by Agreement No. 8-2003 of nine (9) July 2003, "By which the abbreviated procedure for the registration of securities that have been previously registered for public offering in a jurisdiction recognized by the Securities Market Superintendence is adopted."

It will be understood that the Form RV-JR has been attended to by the indication in it of the page of the informative prospectus where the requested information rests.

In the event that the information required in any of the sections of this Form is not applicable, the reasons why such section is not applicable must be expressly indicated.

This Form must be duly signed by the Legal Representative of the issuer or of the investment society.

4. Registration applications presented to the Securities Market Superintendence may not contain false information or declarations regarding facts of importance, nor may they omit information regarding facts of importance that must be disclosed by virtue of the Single Text of the Securities Market Law and its regulations or that must be disclosed so that the declarations made in said applications and reports are not tendentious or misleading in light of the circumstances in which they were made.

5. It is prohibited for any person to make, or have made, in a registration application or in any other document presented to the Securities Market Superintendence by virtue of the Single Text of the Securities Market Law and its regulations, declarations that such person knows, or has reasonable grounds to believe, that at the moment they were made, and in light of the circumstances in which they were made, were false or misleading in some aspect of importance.

6. Registration applications may omit information or documents that appear in the Superintendence's files, provided that such information or documents are current. If the information or documents appearing in the Superintendence's files have been amended or modified, a copy of the document containing the amendment or modification must be supplied. Registration applications may contain any other additional information that the applicant wishes to include, provided that it is relevant and is not information whose inclusion is prohibited by the Single Text of the Securities Market Law or its regulations.

7. DATA OF THE APPLICANT COMPANY:
   a. Corporate name and trade name of the applicant. b. Jurisdiction under which it is constituted, date, and registration data.
   c. Commercial address (postal address, email address(es), telephone and fax numbers of the main office) of the applicant.
   d. Identification of its Directors, Officers, main executives, and legal representative.

8. BUSINESS OR ACTIVITIES.
   a. Description of the activities that constitute its usual business. b. Brief description of the applicant's experience as an issuer of registered securities or as a mutual fund or investment society. In case of having it (previous issuances, issuances that remain in circulation at the time of presenting the application, for example).
   c. Regarding mutual funds or investment societies, summary of their investment objectives and policies, redemption policy, identification of their administrator, custodian, and other relevant information.

9. OF THE ISSUANCE.
   a. Data of the official registration issued by the regulatory entity of the securities market of the recognized jurisdiction in which it has been registered (date, number of ruling or resolution). b. Description (terms and conditions) of the securities, including all relevant information about guarantees, if any.
   c. Identification of the domiciled representative in Panama who will represent them in their relations with the Superintendence, and who must be capable of receiving notifications.

10. FINANCIAL INFORMATION.
    a. Authorized capital of the company. b. Number of shares issued and in circulation, treasury shares.
    c. Company's equity.
    d. Main Financial Ratios.

When it concerns the registration of shares or participation quotas of mutual funds or investment societies authorized for public offering, in addition to the previous information, they must inform, for the last five (5) years, the following:
a. Annual inflation rate. b. Annual devaluation rate.
c. Information on the price of the shares or participation quotas to be offered.

The undersigned ________ with personal ID/passport No. _______ nationality of the Republic of ________, acting in my capacity as _____ of the society ________, hereby CERTIFIES that the information contained in Form RV-JR, as well as in the other documents attached to it, is correct and conforms to the reality of the society _____________.

Signature: _______________
ID / Passport: ___________
Date: ----------------

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

PUBLISH AND COMPLY ---

Adriana Caries
President of the Board of Directors