Agreement No. 5-2023 of April 5, 2023 Modifying Article 14 of Agreement No. 11-2005

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
Agreement No. 5-2023
(From April 5, 2023)
"Modifying Article 14 of Agreement No. 11-2005 of August 5, 2005"

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") was created as an autonomous entity of the State, with legal personality, its own assets, and administrative, budgetary, and financial independence, with exclusive competence to regulate and supervise issuers, investment societies, intermediaries, and other participants in the securities market in the Republic of Panama.

That by virtue of what is established in Article 121 of Law 67 of September 1, 2011, the National Assembly issued the Single Text comprising Decree Law 1 of July 8, 1999, and Title II of Law 67 of September 1, 2011 (hereinafter the "Single Text").

That Article 3 of the Single Text establishes that the general objective of the Superintendence is 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 10 of the Single Text establishes that the powers of the Board of Directors include "Adopting, reforming, and revoking agreements that develop the provisions of the Securities Market Law."

That through Law No. 10 of April 16, 1993, incentives were established for the formation of funds or plans to pay for retirements, pensions, and other similar benefits in the Republic of Panama, of a voluntary and complementary nature, if applicable, to the benefits granted by the Social Security system.

That Article 4 of Law No. 10 of April 16, 1993 establishes the authority of the Securities Market Superintendence to regulate and oversee funds or plans for retirements and pensions.

That Agreement No. 11-2005 of August 5, 2005, develops the provisions of Law 10 of April 16, 1993.

That Article 14 of Agreement No. 11-2005 of August 5, 2005, lists the documents that must be submitted with the license application to operate as an Investment Administrator of Pension and Retirement Funds.

That the Superintendence is conducting a progressive review of its regulations and has identified the need to modify subsections 8 and 9 of Article 14 of Agreement No. 11-2005, in order to harmonize the requirements regarding commercial and personal bank references with what is currently requested for other regulated entities since the adoption of Agreement 13-2020 of October 7, 2020, without prejudice to the requirements established by the Superintendence through Agreement 9-2013 of December 2, 2013, and its modifications, regarding prior meeting.

That, in this order of ideas, Article 323 of the Single Text establishes that when the Superintendence contemplates reforming 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 taking into account that the provisions contemplated in this Agreement are aimed at harmonizing the elimination of bank references in license applications in Agreement No. 11-2005, as was previously done for other regulated entities, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant a benefit or eliminate a restriction, so 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 ONE: MODIFY Article 14 of Agreement 11-2005 of August 5, 2005, which will read as follows:

Article 14. Documents to be Submitted with the Application

The License application to operate as an Investment Administrator of Pension and Retirement Funds must be accompanied by the following documents:

1. Power of attorney and application, processed by a qualified attorney.

2. Simple copy of the Social Pact and reforms to it, if any, duly registered in the Public Registry, which must be adapted to the effects of what is provided in Article 66, subsection 2 of Agreement No. 5-2004.

3. Certificate of existence and representation of the applying society, in which the name, date and data of constitution and registration, duration, validity, subscribers, directors, dignitaries, legal representative, social capital, registered powers, and resident agent of the applicant are stated, issued by the Public Registry within thirty (30) days prior to the date of submission of the application.

4. Identity documents of the directors and dignitaries of the applicant:
   a. If they are Panamanian citizens or naturalized, they must submit a simple copy of their valid personal identity card. b. If they are foreign residents in the Republic of Panama, they must submit a simple copy of the valid identity card issued in the capacity of a foreigner by the Electoral Tribunal of Panama or a copy of the card issued by the National Migration Service.
   c. If they are non-resident foreigners in the Republic of Panama, they must submit a copy of the first page of the valid passport (where the person's general details are stated) apostilled or authenticated by a competent authority in their country of residence or origin, or a certified copy by a notary if they are in the Republic of Panama.

5. Proof of payment issued by the Securities Market Superintendence, in which the payment of the registration fee indicated in the Securities Market Law is stated, which must be submitted: (a) in the case of applications made physically at the Superintendence: at the time of submission of the registration application; and (b) in the case of applications made through the official email of the Superintendence: once the credit of the fee payment is verified in the Superintendence's bank account.

6. For the purposes of presenting information on the directors, dignitaries, and/or Chief Executives of the applicant, the PEN-02 Form contained in Annex V of this Agreement and which forms an integral part of it, corresponding to each of the directors and dignitaries of the applicant, duly signed by each of them. In the event that alternate directors exist, the corresponding information for them must be sent.

7. Annual financial statements audited by an independent Authorized Public Accountant corresponding to the last two (2) fiscal periods, prepared in accordance with the Agreements issued by the Superintendence on the Form and Content of Financial Statements of registered persons or subject to reporting to the Superintendence, and interim quarterly financial statements that have been prepared up to the date of submission of the application. If the applicant is in the pre-operational stage at the time of submitting the application, it must present an initial audited balance sheet of operations by an independent Authorized Public Accountant.

8. Support for the origin of the equity of controlling shareholders or effective owners at the time of the application, and when these make additional capital contributions to the Securities House.
   The applicant must submit any information that serves to corroborate the financial capacity of controlling shareholders or effective owners, such as, but not limited to: tax returns, financial statements, account statements, bank certifications, credit checks, police records, and judicial backgrounds.

9. For the purposes of presenting information on the effective owners of the shares that control the Administrator, the PEN-01 Form, Annex IV, duly signed by the legal representative of the society or another director or dignitary duly authorized. In addition, if they are natural persons, information on their career and professional activity will be submitted, and if they are legal entities, their social pacts and financial information for the last two (2) fiscal years, the composition of their Boards of Directors or equivalents, and the detailed structure of the group of societies to which they may belong. The information contained in these documents will not be public.

10. Draft Code of Conduct, according to what is provided in Agreement No. 5-2003 of the Securities Market Superintendence, in which, expressly, the regime of personal operations of dignitaries, directors, chief executives, employees, and agents is provided for, as well as the regulation of other aspects contemplated in the Single Text of the Securities Market Law.

11. Sworn declaration of the persons who will act as dignitaries, directors, and chief executives, that they are not subject to the causes of incapacity fixed in Article 79 of the Single Text of the Securities Market Law.

12. Draft Manual that will develop the execution of the "Know Your Customer" policy.

13. Business Plan of the Investment Administrator of Pension and Retirement Funds that contains a study of the business projected for five years with a base scenario, an unfavorable scenario, and a favorable scenario, in which the following information is incorporated, at least:
    a. Expected market participation b. For each of the scenarios, projections of:
    b.1 Investments and financing b.2 Financial statements:
    b.3 Project evaluation b.4 Project summary The business plan will not be public.

14. Procedures Manual that determines the structure, functions, and procedures of each of the areas of action involved in the development of the activities of Investment Administrators of Pension and Retirement Funds, and which will at least be the following:
    a. Investments b. Operations
    c. Accounting
    d. Benefits e. Services

15. Systems and security plan for information systems.

16. Identification of the person designated as the liaison executive with the Securities Market Superintendence, which, necessarily, must be the Chief Executive, the Compliance Officer, a member of the Board of Directors, or the General Manager.

17. Any additional or complementary information or documentation that the Superintendence deems necessary to accredit compliance with the conditions required by Law No. 10, of April 16, 1993, and its regulatory provisions for the issuance of the License.

All documentation to be submitted with the application must contain the mandatory declaration referred to in Agreement No. 6-2001 of March 20, 2001, to the effect that they are prepared with the knowledge that they will be made available to the investing public and the general public. For the purposes of compliance with this Agreement, the inclusion of the legend in each document, or in a separate document extending to the entire application, will be satisfactory.

The foregoing is without prejudice to the exception contained in subsection 7 of this article.

In any case, the Securities Market Superintendence may require whatever data, reports, or background information it considers appropriate to verify compliance with the conditions and requirements to obtain the license.

PARAGRAPH. Publicly Traded Economic Group: It will not be obliged to provide the information or documentation requested in subsections 8 and 9, when the applicant trades or is part of an economic group that publicly trades no less than sixty percent (60%) of its paid common shares in a stock exchange, which makes it difficult to identify effective owners who are natural persons; or those whose effective owner is a Sovereign State. For these purposes, the Legal Representative of the applicant or another director or dignitary duly authorized must submit a sworn declaration, with respect to each subsection, informing of this situation and submitting any document that allows the Securities Market Superintendence to verify this situation.

ARTICLE TWO: VALIDITY. This Agreement will enter into force from its promulgation in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

[Signature]
President of the Board of Directors

Adriana Caries
Secretary of the Board of Directors