Agreement No. 3-2021: Special and Abbreviated Procedure for Registering Modifications to LIBOR Reference Rates and Spreads

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SUPERINTENDENCY OF THE SECURITIES MARKET
Agreement No. 3-2021
(From July 14, 2021)
“By which the special and abbreviated procedure is adopted for the registration of modifications to the terms and conditions of the public offering of securities registered with the Superintendency of the Securities Market, solely and exclusively to modify the LIBOR reference rate and the margin (spread) and determine the new reference rate and margin (spread) to be used for its replacement” Modified by Agreement No. 8-2021 of December 9, 2021; by Agreement No. 5-2022 of June 15, 2022 and by Agreement No. 11-2022 of December 7, 2022. UNIFIED TEXT THE BOARD OF DIRECTORS In exercise of its legal powers and CONSIDERING That Law 67 of September 1, 2011 reformed Decree-Law 1 of July 8, 1999 and created the Superintendency of the Securities Market (hereinafter: Superintendency), as an autonomous entity of the State, with legal personality, own assets, and administrative, budgetary, and financial independence. That the Board of Directors, in accordance with articles 5, 6, 10 (numeral 1), 19 and 20 of the Unified Text of the Securities Market Law (hereinafter: Unified Text), acts as the Highest Consultative, Regulatory, and Policy-Setting Body 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 Unified Text, has the general objective of regulating, supervising, and auditing the activities of the securities market that take place 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 2-2010 of April 16, 2010, the procedure for the presentation of registration requests for securities with the Superintendency of the Securities Market was adopted, and among the requirements for registration, a copy of the information prospectus must be provided, which will contain, among other things, the calculation, payment, and setting of the yield rate. That a high percentage of the securities issuances registered with the Superintendency contemplate the possibility of determining the variable rate to pay interest on the securities, using the LIBOR rate as a reference, many of which do not contemplate an option for its replacement, and in light of the announcement by the UK Financial Conduct Authority confirming the final fixing dates for most LIBOR rates from the end of 2021 (leaving a few dollar tenors that will remain for an additional 18 months), it corresponds to registered issuers to proceed with the registration modification procedure for the substitution of the LIBOR rate, which will be used as a reference to determine the variable rate. That in response to the situation outlined above, the Board of Directors considers it necessary to adopt a special and abbreviated procedure for the registration of modifications to the terms and conditions of the public offering of securities
registered with the Superintendency, which facilitates the transition for the replacement of the variable rate that uses LIBOR as a reference in an effective manner, which must be determined by mutual agreement between issuers and security holders, complying with the necessary acceptances by the latter for its modification. That by Agreement No. 4-2003 of April 11, 2003, the procedure for the presentation of registration requests for modifications to terms and conditions of securities registered with the Superintendency was adopted.

That, for the reasons stated above, it corresponds to apply what is established in article 326 of the Unified Text, regarding the adoption of actions by the Superintendency that grant an exemption or eliminate a restriction, so that the provisions contained in Title XV of the Unified Text, regarding the “Administrative Procedure for the Adoption of Agreements,” are not applicable to this agreement.
Therefore, the Board of Directors of the Superintendency of the Securities Market, in exercise of its legal powers, AGREES
ARTICLE FIRST: The special and abbreviated procedure is adopted for the registration of modifications to the terms and conditions of the public offering of securities registered with the Superintendency of the Securities Market, solely and exclusively to modify the LIBOR reference rate and the margin (spread) and determine the new reference rate and margin (spread) to be used for its replacement, which shall be governed by the following:
Article 1. Definitions. For the purposes of this Agreement, the following terms shall be understood as follows:

1. Margin (spread): refers to the margin or differential determined by the issuer through the information prospectus or through the supplement to the information prospectus, which, added to the reference rate used by it, allows for the establishment of the variable interest rate of the securities registered with the Superintendency of the Securities Market.
2. Reference rate: refers to the global financial reference rate or index that the issuer uses for the establishment of the interest rate of the securities registered with the Superintendency of the Securities Market.
   Article 2. Scope of application. The provisions of this Agreement shall be applicable to the modifications of the terms and conditions of the public offering of securities registered with the Superintendency of the Securities Market, solely and exclusively to modify the LIBOR reference rate and the margin (spread) and determine the new reference rate and margin (spread) to be used for its replacement.
   Issuers who, when registering the securities, contemplated mechanisms or formulas for the replacement of the LIBOR rate in the event of its eventual disappearance, are exempt from complying with the procedure provided for in this Agreement.
   The Superintendency of the Securities Market shall order the correction of any public communication of material fact sent for its review based on this Agreement, when it contemplates the modification of terms and conditions other than the modification of the LIBOR reference rate and the margin (spread) and the establishment of the new reference rate and margin (spread) to be used for its replacement.
   1PARAGRAPH: Any registered issuer that does not maintain securities issued and in circulation and intends to modify the original terms and conditions of the public offering registered with the Superintendency, exclusively to modify the LIBOR reference rate and the margin (spread) and determine the new reference rate and margin (spread) to be used for its replacement, must comply with the requirements established in this Agreement, being exempt from presenting the following requirements that are not applicable to it: article 4, numerals 3 and 4, and omit from the text of the public communication of material fact the second paragraph that provides for the acceptances of the holders, as well as omit the disclosure of the public communication of material fact in the stock exchange and the securities depository, provided that it does not maintain other securities listed on the exchange as a result of a public offering registered with the Superintendency; and article 6, numerals 1 and 3.
   Article 3. Exemption from presentation of the request and Form R-MOP. Issuers to whom this Agreement applies shall not be subject to presenting the request, as well as Form R-MOP, which are established in articles 2 and 8 of Agreement No. 4-2003 of April 11, 2003.
   Article 4. Public communication of material fact. Prior to the disclosure of the public communication of material fact, relating to the modification of the terms and conditions of the securities registered as referred to in this Agreement, the issuer must send it to the Superintendency of the Securities Market for its review, to the email address:

1 Paragraph added by ARTICLE FOUR of Agreement No. 8-2021 of December 9, 2021.

tramites_smv@supervalores.gob.pa. Upon receipt of the public communication, the Superintendency of the Securities Market shall have two (2) business days to give its approval or to make observations, including corrections, that it deems fit for the issuer, which must be attended to by the issuer.
Upon receiving the approval of the Superintendency of the Securities Market, the issuer must disclose the public communication of material fact before it, through the Electronic Submission System (SERI), and, in addition, must disclose it, on the same date, to the stock exchange and to the securities depository, through the means they determine.
The disclosure of the public communication of material fact through the Electronic Submission System (SERI) will automatically initiate the abbreviated registration process, so the issuer must pay, within ten (10) business days following, the registration fee for the modification of terms and conditions of the respective issuance.
This public communication of material fact must be signed by the legal representative of the issuer or by the person authorized by them and must contain, at a minimum, the following information:

1. Indication of the public offering and/or the series whose modification is intended and requested.
2. Summary or comparative table of the current reference rate and margin (spread) and the proposed reference rate and margin (spread).
3. Mechanism by which holders will obtain information about the proposed modification.
4. Mechanism by which holders must indicate whether they consent to or not to the proposed modification.
   In this public communication of material fact, in addition, the issuer must integrate the following text:
   “The issuer (NAME OF ISSUER) intends to modify the terms and conditions of the public offering of securities registered with the Superintendency of the Securities Market, as stated in Resolution (IDENTIFY NUMBER AND DATE OF THE RESOLUTION OF REGISTRATION OF THE SECURITIES WHOSE TERMS AND CONDITIONS ARE INTENDED TO BE MODIFIED).
   The proposed modification is subject, among other requirements established by Agreement No. 3-2021 of July 14, 2021, to obtaining the necessary acceptances from the holders of the registered securities that are the subject of this, according to the percentage of acceptances contemplated in the respective information prospectus, in the security itself, or in other offering documents. If a percentage of necessary acceptances is not contemplated in the aforementioned documents, seventy-five percent (75%) of the acceptances of all holders of the registered securities must be obtained, by virtue of what is established in article 7 of Agreement No. 3-2021 of July 14, 2021. The authorized modification will be valid or take effect from the notification of the resolution issued by the Superintendency of the Securities Market, through which it registers the modification of the terms and conditions of the public offering of the registered securities.” The trading of the securities issued and in circulation, whose modification to the registered terms and conditions is intended in accordance with this Agreement, will be automatically suspended by the stock exchange, without the need for a pronouncement by the Superintendency of the Securities Market, from the next business day after the date on which the issuer has disclosed the public communication of material fact, in the manner previously provided for in this article. The suspension of the public trading of the issuer's securities, subject to the modification addressed in this Agreement, will have a validity of three (3) business days, being automatically lifted, without the need for a pronouncement by the Superintendency of the Securities Market, after said term has elapsed.

234PARAGRAPH: For the purposes of this Agreement, June 30, 2023, shall be the deadline date on which the issuer may present to the Superintendency of the Securities Market, through the email address: tramites_smv@supervalores.gob.pa, the public communication of material fact to obtain the approval of the Superintendency of the Securities Market, to initiate the special and abbreviated procedure for the registration of modifications to the terms and conditions of the public offering of securities registered with the Superintendency of the Securities Market, solely and exclusively to modify the LIBOR reference rate and the margin (spread) and determine the new reference rate and margin (spread) to be used for its replacement. From July 1, 2023, public communications of material fact that enter through the email address: tramites_smv@supervalores.gob.pa, to obtain the approval of the Superintendency of the Securities Market under the abbreviated procedure established in this Agreement, will be rejected outright, leaving the issuer subject to compliance with the procedure established by Agreement 4-2003 of April 11, 2003 for the replacement of the LIBOR reference rate.
Article 5. Public communication of material fact in case of variations in initially disclosed terms and conditions. In the event that there are variations to the terms and conditions initially disclosed in accordance with article 4 of this Agreement, the issuer must send to the Superintendency of the Securities Market, for its review, a new public communication of material fact, containing the comparative table of the new terms and conditions intended to be modified, to the email address: tramites_smv@supervalores.gob.pa. Upon receipt of this new public communication, the Superintendency of the Securities Market shall have two (2) business days to give its approval or to make observations, including corrections, that it deems fit for the issuer, which must be attended to by the issuer.
Upon receiving the approval of the Superintendency of the Securities Market, the issuer must disclose the new public communication of material fact before it, through the Electronic Submission System (SERI), and, in addition, must disclose it, on the same date, to the stock exchange and to the securities depository, through the means they determine.
Article 6. Notification and attached documentation. In addition to the disclosure of the public communication of material fact referred to in the preceding articles, the issuer must present to the Superintendency of the Securities Market, within a maximum of sixty (60) calendar days following, counted from the date on which it disclosed the respective public communication of material fact in the SERI, in writing or to the email address: tramites_smv@supervalores.gob.pa, a notification relating to the modification of terms and conditions of the public offering of registered securities, accompanied by the following documentation:

1. Certification issued by the issuer or by 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 intended to be modified. This certification must not be more than ten (10) calendar days old at the time of its presentation to the Superintendency with the notification referred to in this article.
   In this certification, the persons, natural or legal, holding the securities whose modification is intended as of that date must be fully identified, and it may be issued based on information supplied by the participants of the securities depository, through electronic communication means.
   Upon receipt of the request for determination of holders, by the issuer or its representative, the securities depository shall have a maximum term of two (2) business days, counted from the date of registration or cutoff, to process such request to the participants, who, in turn, must respond directly to the issuer or its representative within a maximum term of three (3) business days, counted from the date on which the securities depository made the request known to them.
2. Copy of the minutes of the meeting of the competent body for taking such decision by the issuer, in which the modification whose registration is intended has been approved. Also

2 Modified by ARTICLE FIVE of Agreement No. 8-2021 of December 9, 2021.
3 Modified by ARTICLE ONE of Agreement No. 5-2022 of June 15, 2022.
4 Modified by ARTICLE ONE of Agreement No. 11-2022 of December 7, 2022.

the certification issued by the secretary of the competent body on the matter shall also be considered valid.
3. Copies of the letters, documents, or support for the acceptance of the registered holders of the securities of the issuance intended to be modified. The consent of the registered holders of the securities must be granted by them, by the person they authorize or empower (e.g.: attorney-in-fact) or by the person authorized to sign or give instructions in the registered holder's investment account.
In the case of an attorney-in-fact or authorized person, the original or authenticated copy of the power of attorney, the minutes, or the legal instrument empowering such management must be attached, unless this document is registered in the Public Registry of Panama and can be verified on its website.
Consents may be granted in writing or through electronic communication means or videoconference. In the latter two cases, the consent thus obtained must be certified in writing by the participant of the securities depository who obtained the consent in that way, unless the issuer or its representative receives such consent directly from the holder, their attorney-in-fact, or the person authorized by them. It will not be necessary to provide the consents and their support for each and every holder, in the event that the person issuing the certification referred to in numeral one (1) of this article additionally declares and certifies that they have the support or documentation that, in their judgment, attests that the holders of said securities have given their consent to the modification proposed by the issuer and that the minimum required percentage is met. The certification described in the previous paragraph, in no case exempts the person issuing it from the obligation to have copies of the letters, documents, or support for the acceptance of the registered holders of the securities of the issuance intended to be modified. The Superintendency is empowered to request at any time from the person who issued the certification, the delivery of the documents or support that evidence the acceptances of the registered holders. Upon expiration of the term established in this article, without the issuer having obtained the consent of the percentage of holders required according to the terms and conditions of the registered securities in question, the issuer must make another public communication of material fact, in the same manner indicated in the preceding articles, informing that it has not obtained the consent in question.
Article 7. Registration of the modification. Once the issuer has disclosed the public communication of material fact referred to in article 4 and sent the notification attaching the documentation described in article 6, the Superintendency of the Securities Market shall issue, within a maximum term of six (6) business days, a resolution registering the modification of the terms and conditions of the public offering of the registered securities, which it shall notify by email and which shall take effect immediately on the date and time of sending.
5Any modification intended to be made to a public offering of securities registered with the Superintendency of the Securities Market must be authorized by the percentage of holders indicated in the respective information prospectus, the security itself, or other offering documents, except in cases where the registered issuer does not maintain said securities issued and in circulation, where what is established in the paragraph of article 2 of this Agreement shall apply. When the documents or titles constituting rights regarding the public offering whose modification is intended do not contemplate the required percentage for the authorization of modifications to the terms and conditions of the issuance, seventy-five percent (75%) of the acceptances of all holders of said securities shall be required.
Article 8. Validity of the modification. The modification to the terms and conditions of the issuance shall take effect with the notification of the resolution issued by the Superintendency.
Article 9. Warning. The registration of modifications to the terms and conditions of public offerings of securities registered with the Superintendency does not imply approval or recommendation by this Authority regarding them.

5 Modified by ARTICLE SIX of Agreement No. 8-2021 of December 9, 2021.

Article 10. Sanctions. Issuers who have not modified their terms and conditions to determine the new reference rate and margin (spread), in replacement of the LIBOR reference rate, before the final fixing date of the LIBOR rates applicable to them, as determined and made public by the UK Financial Conduct Authority, shall be subject to the sanctioning regime established by the Securities Market Law, without prejudice to the consequences established, regarding events of non-compliance by the issuer, fixed in the information prospectuses.
ARTICLE SECOND: VALIDITY. This Agreement shall enter into force on the day of its promulgation in the Official Gazette of the Republic of Panama.
PUBLISH AND COMPLY,
José Ramón García de Paredes Luis Chalhoub
President of the Board of Directors, Ad Hoc Secretary of the Board of Directors