Agreement No. 7-2023 Modifying Articles 1, 2, and 5 and Repealing Article 6 of Agreement No. 8-2005

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE

Agreement No. 7-2023
(of November 22, 2023)

"By which Articles 1, 2, and 5 are modified and Article 6 of Agreement No. 8-2005 of June 20, 2005 is repealed"

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 Securities Market Superintendence as an autonomous state entity, 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 Body for regulation and the 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. 8-2005 of June 20, 2005, criteria were established for the imposition of administrative fines for delay in the presentation of Financial Statements and Reports to the National Securities Commission.

That through Executive Decree No. 126 of May 16, 2017, modified by Executive Decree No. 58 of June 18, 2019, the sanctioning procedure and the procedure for imposing sanctions for infractions of Law 23 of 2015 and its regulations are regulated, which among other things, established a special procedure for the immediate imposition of sanctions, in cases of failure to deliver, incomplete delivery, delivery with errors or inconsistencies, and late delivery of reports, information, financial statements, and other documentation and information required by the Superintendence or that persons subject to reporting are obligated to present to the Superintendence or another authority, by virtue of the provisions of the Securities Market Law or any other law that so determines.

That by virtue of the promulgation of Executive Decree No. 126 of May 16, 2017, some provisions of Agreement 8-2005 of June 20, 2005, were tacitly repealed with the new special procedure for the immediate imposition of sanctions, since this is a norm of higher legal hierarchy; therefore, in order to avoid confusion among our regulated parties, users, and the general public, it corresponds to this Superintendence to proceed with the adjustment in the drafting of the norms that remain in force to date in Agreement No. 8-2005.

That taking into account that the provisions contemplated in this Agreement are limited to clarifying the scope of the current norms of Agreement No. 8-2005 of June 20, 2005, 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,

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AGREES:

ARTICLE FIRST: MODIFY ARTICLE 1 of Agreement No. 8-2005 of June 20, 2005, which shall read as follows:

ARTICLE 1: Each business day of delay in the presentation of Quarterly or Annual Update Reports by registered securities issuers and periodic reports by registered investment companies, in accordance with the Single Text of the Securities Market Law and the Agreements adopted by the Securities Market Superintendence, shall be sanctioned cumulatively as follows:

a. With a fine of FIFTY BALBOAS (B/.50.00) per day, during the first ten (10) business days of delay; b. With a fine of ONE HUNDRED BALBOAS (B/.100.00) per day, during the following ten (10) business days of delay;
c. With a fine of ONE HUNDRED FIFTY BALBOAS (B/.150.00) per day, during the following business days of delay, up to a maximum of THREE THOUSAND BALBOAS (B/.3,000.00).

The Securities Market Superintendence will impose the corresponding sanction for each late report, following the special procedure for the immediate imposition of sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

When a registered issuer incurs a delay of sixty (60) business days in delivering its Update Reports, the authorization for public offering and trading of the securities registered with the Superintendence will be suspended.

The suspension referred to in the previous paragraph will be ordered by Resolution of the Superintendent. However, the suspension will become void automatically once the delinquent issuer presents the corresponding Reports, in compliance with the provisions of Agreements No. 2-2000 and 8-2000.

ARTICLE SECOND: MODIFY ARTICLE 2 of Agreement No. 8-2005 of June 20, 2005, which shall read as follows:

ARTICLE 2: Each business day of delay in the presentation of Financial Statements and Special Reports, the latter upon prior request, by Securities Houses, Investment Advisors, Investment Managers, and Self-Regulatory Organizations, in accordance with the Single Text of the Securities Market Law and the Agreements adopted by the Securities Market Superintendence, shall be sanctioned cumulatively as follows:

a. With a reprimand during the first five (5) business days of delay. b. With a fine of SEVENTY-FIVE BALBOAS (B/.75.00) per day, during the following ten (10) business days of delay;
c. With a fine of ONE HUNDRED FIFTY BALBOAS (B/.150.00) per day, during the following fifteen (15) business days of delay, up to a maximum of THREE THOUSAND BALBOAS (B/.3,000.00).

The Securities Market Superintendence will impose the corresponding sanction for each late report, following the special procedure for the immediate imposition of sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

ARTICLE THIRD: MODIFY ARTICLE 5 of Agreement No. 8-2005 of June 20, 2005, which shall read as follows:

ARTICLE 5: The registered person must inform the Securities Market Superintendence, prior to the due date for delivery of their financial reports, that they will not be able to meet the deadlines, so that such circumstance is known to the general public, and the Superintendence must apply the special procedure for the immediate imposition of sanctions established in the Executive Decree that regulates the sanctioning procedure of the Single Text of the Securities Market Law.

In the event that the registered person has ceased business operations, a fact that must be duly proven, the Securities Market Superintendence will proceed to suspend the authorization for public offering, as well as the trading of the securities registered with this authority, by Resolution of the Superintendent.

ARTICLE FOURTH: This Agreement REPEALS ARTICLE 6 of Agreement No. 8-2005 of June 20, 2005, which was tacitly repealed with the entry into force of Law 67 of 2011 that created the Securities Market Superintendence.

ARTICLE FIFTH: (Validity). This Agreement will enter into force from its publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

[Signature]
Adriana Carles
President of the Board of Directors

[Signature]
Luis E. Vásquez Brown
Secretary of the Board of Directors

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