Agreement No. 9-2023 Establishing Provisions for the Use of Simple or Qualified Electronic Signatures in Securities Market Documents

REPUBLIC OF PANAMA
SUPERINTENDENCY OF THE SECURITIES MARKET
Agreement No. 9-2023
(December 13, 2023)
"Establishing Provisions for the Use of Simple or Qualified Electronic Signatures in Documents Related to Securities Market Activities."

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 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 (numeral 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 Superintendency and has among its attributes the power 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 Single Text, has the general objective of regulating, supervising, and auditing 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 Law 51 of July 22, 2008, establishes the regulatory framework for the creation, use, and storage of electronic documents and electronic signatures. Likewise, it establishes the framework for commercial acts carried out through the internet and for the celebration of electronic contracts, so its norms must be complied with, as they set the conditions regarding the validity and efficacy of such electronic contracts.

That Law 51 of July 22, 2008, in its Article 2 (numerals 2, 3, 17, 19, 20, 21, and 44), provides important definitions regarding: electronic certificate and qualified electronic certificate, electronic document, signatory, electronic signature, qualified electronic signature, and data message, as follows:

"Article 2. Definitions. For the purposes of this Law, the following terms are defined as follows:

2. Electronic Certificate. Electronic document issued by an electronic signature certification service provider, which links the verification data of an electronic signature to a signatory and confirms their identity.

3. Qualified Electronic Certificate. Electronic certificate issued by the Public Registry of Panama or by a certification service provider registered with the Public Registry, which meets the requirements established in this Law regarding the verification of signatories' identity and the reliability and guarantees of the certification services offered by the provider that generates it.

4. Electronic Document. Any electronic representation that testifies to a fact, image, sound, or idea, regardless of the medium used for its fixation.

5. Signatory. Person who possesses a signature creation device and acts in their own name or on behalf of a natural or legal person they represent.

6. Electronic Signature. Technical method to identify a person and to indicate that that person approves the information contained in a data message or electronic document.

7. Qualified Electronic Signature. Electronic signature whose validity is backed by a qualified electronic certificate that:
   a. Allows identification of the signatory and detection of any subsequent changes to the signed data. b. Is uniquely linked to the signatory and to the data to which it refers.
   c. Has been created using secure electronic signature creation devices, which the signatory maintains under their exclusive control.
   d. Has been created through the infrastructure of a certification service provider registered with the National Directorate of Electronic Signature.

8. Data Message. Any information generated, sent, or received by electronic means.

That Law 51 of July 22, 2008, in its Article 2 (numeral 42), defines functional equivalence in the sense that acts, procedures, or documents carried out through physical or traditional means may be developed through electronic means, with the same juridical and probative consequences.

That Law 51 of July 22, 2008, in its Article 4, recognizes the legal value of electronic documents and electronic signatures, establishing that when the law requires information to be in a written document, validity, juridical effects, and binding force shall be recognized for acts, powers of attorney, contracts, and any document granted or received through data messages, in accordance with this Law and its regulations, provided that the information it contains is accessible for subsequent consultation.

That Law 51 of July 22, 2008, in its Article 4-A, also determines that when the law requires information to be presented and preserved in its original form, this requirement shall be satisfied with a data message if, when required, the information can be displayed to the person to whom it must be presented.

That Law 51 of July 22, 2008, in its Article 9, establishes, on one hand, (i) that if a legal provision requires a signature related to a document or transaction to be recognized or made under oath, this requirement shall be satisfied in an electronic document if the grantor uses a qualified electronic signature; on the other hand, (ii) that if a legal provision requires a signature related to a document or transaction to be notarized, endorsed, or made under oath before a notary or public official, this requirement shall be satisfied in an electronic document if the grantor's qualified electronic signature is added to the qualified electronic signature of the official authorized to give public faith.

That Law 51 of July 22, 2008, in its Article 13, determines that The State shall use electronic signatures in its internal scope and in its relationship with private parties, in accordance with what is established in said Law and with the conditions of use that are set regulationally in each of its branches.

That the purpose of this Agreement is to recognize the option of using electronic signatures, whether simple or qualified, in documents related to securities market activities, including, but not limited to, contractual documents signed by clients of entities licensed as Securities Houses, Investment Advisors, Investment Managers, and Pension and Retirement Fund Investment Managers, Self-Regulatory Organizations, Price-Providing Entities, and Risk Rating Entities.

That, taking into account that the provisions contemplated facilitate the relationships of the entities regulated in this Agreement with their clients, through the implementation of technological means that will allow greater efficiency and streamlining in their internal processes, it corresponds to apply what is established in Article 326 of the Single Text, regarding actions that grant an exemption or eliminate a restriction, so the provisions contained in Title XV, regarding the "Administrative Procedure for the Adoption of Agreements," shall not be applicable to this Agreement.

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

AGREES

Article 1. Scope of Application. The provisions of this Agreement shall be applicable to persons licensed as Securities Houses, Investment Advisors, Investment Managers, and Pension and Retirement Fund Investment Managers, Self-Regulatory Organizations, Price-Providing Entities, and Risk Rating Entities.

Article 2. Objective. This Agreement aims to recognize the option of using electronic signatures, whether simple or qualified, in documents related to securities market activities, including, but not limited to, contractual documents signed by clients of entities licensed as Securities Houses, Investment Advisors, Investment Managers, and Pension and Retirement Fund Investment Managers, Self-Regulatory Organizations, Price-Providing Entities, and Risk Rating Entities.

Article 3. Legal Validity and Functional Equivalence. The entities regulated within the scope of application of this Agreement may use simple or qualified electronic signatures in their relationship with their clients, with the same juridical and probative consequences as if they had been carried out through physical or traditional means, in accordance with the provisions of Law 51 of July 22, 2008, and its regulations.

Article 4. Client Rights and Obligations. The client who signs a document using an electronic signature, whether simple or qualified, shall have the same rights and obligations as one who signs them physically.

Securities Houses, Investment Advisors, Investment Managers, and Pension and Retirement Fund Investment Managers, Self-Regulatory Organizations, Price-Providing Entities, and Risk Rating Entities that use electronic signature platforms, whether simple or qualified, must provide an electronic copy of all signed documents to all signatories.

Article 5. Legal Value of Documents Signed via Electronic Signature. Any document signed using an electronic signature, whether simple or qualified, shall have the same validity, juridical effects, and binding force as those signed physically, provided that the identity of the signatories can be verified through the means established in Law 51 of July 22, 2008, and its regulations.

Article 6. Public Faith. If a legal provision requires a signature related to a document or transaction to be recognized or made under oath or public faith, these requirements shall be satisfied in an electronic document if the signatory uses a qualified electronic signature.

Article 7. Validity. This Agreement shall enter into force from the day of its publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY

Adriana
[Signature]
President of the Board of Directors

[Signature]
Secretary of the Board of Directors