Agreement No. 3-2023 of March 15, 2023 Modifying Agreements No. 7-2003, No. 11-2013, and No. 13-2022

REPUBLIC OF PANAMA
SECURITIES MARKET SUPERINTENDENCE

Agreement No. 3-2023
(of March 15, 2023)

"By which Agreements No. 7-2003, No. 11-2013, and No. 13-2022 are modified"

THE BOARD OF DIRECTORS in the 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 Securities Market Superintendence as an autonomous entity of the State, with legal personality, its own assets, and administrative, budgetary, and financial independence.

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 Consultative, Regulatory, and Policy-Setting Body of the Superintendence and has among its attributes the power 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 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) whether the action promotes market efficiency, competition, and capital formation.

That by means of Agreement No. 13-2022 of December 14, 2022, the forms and reports to be submitted to the Securities Market Superintendence by its regulated entities were listed, in order to maintain greater clarity in documentation and submission dates. Likewise, this information must be kept updated and available, for the benefit of our regulated entities and the general public.

That the Superintendence has evaluated the convenience of modifying Article 18 of Agreement No. 7-2003 of July 4, 2003, Article 9 of Agreement 11-2013 of December 23, 2013, and Article Five of Agreement No. 13-2022 of December 14, 2022, specifically to eliminate the Transaction Report - Global Monthly Summary and the Annual Report of Custodied Securities (Form RVC-A), in view that the information provided in said forms is already received by the Superintendence through other forms for Self-Regulatory Organizations, as well as to update the delivery method for the Quarterly Report of Custodied Securities (Form RVC-T).

That taking into account that the actions contemplated in this agreement represent a benefit for the involved parties, they comply with what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate a restriction, therefore the provisions contained in Title XV, regarding the "Administrative Procedure for the Adoption of Agreements," are not applicable to this agreement.

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

AGREES:

ARTICLE ONE: MODIFY Article 18 of Agreement No. 7-2003 of July 4, 2003, which shall read as follows:

Article 18. Information and registration obligations of the Self-Regulatory Organization.

1. Self-Regulatory Organizations shall submit to the Securities Market Superintendence daily, through the Electronic Information Submission System (SERI), a report of the operations carried out within or through them, with details of the type of operation, member or participant, and securities involved.

2. Each Self-Regulatory Organization is obligated to maintain a record of operations itemized by type of operation, member or participant, and securities involved. The Self-Regulatory Organization shall make the information contained in such record or in the rest of its files available to the Securities Market Superintendence. The records must be kept in written media or on computer support for a period of at least five (5) years.

3. Self-Regulatory Organizations must inform the Securities Market Superintendence of facts or actions that may be contrary to the Securities Law or its Regulations, as well as to the inspiring principles thereof, providing due assistance to the Securities Market Superintendence in any actions it may initiate regarding the same.

ARTICLE TWO: MODIFY Article 9 of Agreement No. 11-2013 of December 23, 2013, which shall read as follows:

Article 9. (Calculation of the supervision fee for Securities Clearing Houses).

The annual amount of the supervision fee to be paid by Securities Clearing Houses in accordance with the provisions of the Securities Market Law shall be calculated based on the total amount of the nominal value of the securities that have been kept in custody at the close of each month, averaged simply across the different quarters of the current year.

Securities Clearing Houses shall submit a quarterly report to the Superintendence on the custodied securities. Such reports shall be submitted by means of the "Form RVC-T" contained in Annex 3, which forms an integral part of this Agreement, no later than fifteen (15) days of the months of April, July, October, and January, covering information at the end of the months of March, June, September, and December, respectively.

The Superintendence is authorized to issue instructions, through circulars, regarding the form of presentation, content, and submission of Form RVC-T.

ARTICLE THREE: MODIFY ARTICLE FIVE of Agreement No. 13-2022 of December 14, 2022, which shall read as follows:

ARTICLE FIVE: ADOPT, LIST, AND UPDATE the following forms/reports, which are mandatory for Self-Regulatory Organizations and must be submitted to the Securities Market Superintendence with the frequency and through the medium listed below:

Form / Report	Securities Market Regime	Frequency	Delivery Medium
Audited Financial Statements (Exchange/Clearing House)	Agreement 8-2000 Agreement 7-2003	Annual (within 3 months following the close of the corresponding fiscal period)	SERI
Annual Budget Report (Exchange/Clearing House)	Agreement 7-2003	Annual (before December 1 of each year)	Physical
Interim Financial Statements (Exchange/Clearing House)	Agreement 8-2000 Agreement 7-2003	Quarterly (within two months following the close of the quarter)	SERI
Quarterly Report of Custodied Securities (Form RVC-T) (Clearing House)	Agreement 11-2013	Quarterly (no later than the 15th day of the months of April, July, October, and January, covering information at the end of the months of March, June, September, and December, respectively)	SERI
Structure (DS-18) (Exchange/Clearing House)	Agreement 13-2022	Monthly (no later than the 15th day of the following month)	SERI
Daily Report of Operations Carried Out (Exchange/Clearing House)	Agreement 7-2003	Daily	SERI

Form / Report	AML, CFT, and Proliferation Financing Prevention Regime	Frequency	Delivery Medium
Self-Assessment Questionnaire for Anti-Money Laundering, Counter-Terrorist Financing, and Counter-Proliferation Financing of Weapons of Mass Destruction	Agreement 2-2019	Annual (no later than March 31 of each year)	SERI
Operational Information Questionnaire of the Financial Obligated Subject	Agreement 2-2019	Semi-annual (information corresponding to the months of January to June, no later than July 31 of each year / information corresponding to the months of July to December, no later than January 31 of each year)	SERI

The Securities Market Superintendence will instruct, through Circular, the medium and format in which these forms/reports must be sent, as well as the current version, which will be available to regulated entities on the Superintendence's website, as well as the table above with updated information for each form/report.

ARTICLE FOUR: (VALIDITY) This agreement shall enter into force from its publication in the Official Gazette.

PUBLISH AND COMPLY.

[Signature]
Luis Chalhoub
President of the Board of Directors

[Signature]
Adriana Carles
Secretary of the Board of Directors