Agreement No. 4 (2021) Modifying Article 2 and Adding Article 14-A to Agreement No. 1-2004

REPUBLIC OF PANAMA
BANKING SUPERINTENDENCE
AGREEMENT No. 004-2021
(of October 19, 2021)
"By which Article 2 is modified and Article 14-A is added to Agreement No. 1-2004"

THE BOARD OF DIRECTORS

In exercise of its legal powers, and

CONSIDERING

That as a result of the issuance of Law Decree No. 2 of February 22, 2008, the Executive Branch prepared a systematic codification in the form of a Single Text of Law Decree No. 9 of February 26, 1998, and all its modifications, which was approved by Executive Decree No. 52 of April 30, 2008, hereinafter referred to as the Banking Law;

That in accordance with paragraphs 1 and 2 of Article 5 of the Banking Law, the objectives of the Banking Superintendence are to ensure the solidity and efficiency of the banking system, and to strengthen and foster favorable conditions for the development of the Republic of Panama as an international financial center;

That in accordance with Article 11, subsection I, paragraph 5 of the Banking Law, it is a technical attribute of this Board of Directors to establish, within the administrative scope, the interpretation and scope of legal or regulatory provisions in banking matters;

That in accordance with Article 16, subsection I, paragraph 7 of the Banking Law, it is a technical attribute of the Superintendent to authorize the acquisition or transfer of shares of banks, of the bank shareholding company, or of banking groups when, by virtue thereof, the acquirer or other persons linked to them become total or majority owners or gain control, as defined by the Superintendence;

That in accordance with Article 86 of the Banking Law, the Superintendence is empowered to request from any bank, any company within the banking group, the bank shareholding company, or non-bank affiliates, documents and reports regarding their operations or activities;

That Agreement No. 1-2004 of December 29, 2004, establishes the guidelines for the acquisition or transfer of bank shares, as well as the merger or consolidation of any bank or banking economic group of which the bank is a part;

That on the occasion of granting a loan or credit facility, the holder of shares of a bank or of the bank shareholding company may offer them as collateral to guarantee the fulfillment of such obligations, in which case a lien is imposed on said shares, which may imply the transfer to the creditor of the holding or possession of said shares, including restrictions on the rights deriving from them;

That it is a probable fact that the obligation of credit guaranteed with bank shares or of the bank shareholding company will not be fulfilled, which would give the creditor the right to dispose of said shares for the payment of the debt; resulting in said shares being compromised when their ownership is transferred to the creditor or a third party. In such circumstances, it is the responsibility of this Superintendence to be aware of the different operations that holders of bank shares carry out on them with third parties;

That in working sessions of this Board of Directors, the need and convenience of modifying Article 2 and adding Article 14-A to Agreement No. 1-2004 has been manifested, with the

Agreement No. 004-2021

purpose of establishing certain guidelines regarding the transfer and acquisition of shares of a bank or of its bank shareholding company.

AGREES:

ARTICLE 1. Article 2 of Agreement No. 1-2004 of December 29, 2004, is hereby amended as follows:

ARTICLE 2. SUPERINTENDENT AUTHORIZATION FOR THE ACQUISITION OR TRANSFER OF SHARES. The transfers of shares of Banks and of Economic Groups of which Banks are part, as well as any modification of shareholders' participation in the capital of said Banks, will require prior authorization from the Superintendent, in accordance with the provisions of this Agreement, when this entails a Change of Control, there is concerted action that entails a Change of Control (as this expression is defined hereinafter), or the acquisition of Significant Influence (as this expression is defined hereinafter).

Any transfer of shares of Banks and of Economic Groups of which Banks are part, as well as any modification of shareholders' participation in the capital of said Banks, even if it does not entail a Change of Control or Significant Influence, must be previously notified to the Banking Superintendence. Such notification must be made by the bank and must be accompanied by the documentation detailed in paragraphs 3, 4, 5, 6, 11, and 14 of Article 7 of this Agreement, as applicable, for natural persons or legal entities.

ARTICLE 2. Article 14-A is added to Agreement No. 1-2004 of December 29, 2004, as follows:

ARTICLE 14-A. ACQUISITION BY PLEDGE OF BANK SHARES.

Any loan or credit facility operation involving the constitution of a guarantee on the common shares of Banks or of its Bank Shareholding Company must be notified to the Banking Superintendence by the Bank whose shares would be subject to credit guarantee.

For these purposes, the Bank, within its internal policies, must require its shareholders to notify their intention to use the common shares of the Bank or of its Shareholding Company as collateral for a loan or credit facility operation with another banking entity or any other creditor, with the aim of ensuring compliance with the provisions of the preceding paragraph.

In accordance with what is established in Article 94 of the Banking Law, Banks are prohibited from granting loans or credit facilities with collateral consisting exclusively of shares of the same Bank or of its Bank Shareholding Company.

ARTICLE 3. This Agreement shall enter into force from its promulgation.

Given in the city of Panama, on the nineteenth (19) day of the month of October of two thousand twenty-one (2021).

NOTIFY, PUBLISH, AND COMPLY.

THE PRESIDENT, THE SECRETARY,
Luis Alberto La Rocca Rafael Guardia Pérez