R-CNMV-2026-07-MV — Approval of the Modification of the Regulation for Centralized Securities Depositories and Securities Clearing and Settlement Systems

SW Superintendence of the Securities Market of the Dominican Republic CERTIFICATION The undersigned, Mr. Ervin Novas Bello, Manager of the Central Bank of the Dominican Republic (hereinafter "Central Bank"), representing the Governor of the Central Bank, ex officio member and President of the National Securities Market Council (hereinafter "Council"); and Ms. Fabel María Sandoval Ventura, Secretary of the Council, CERTIFY that the text below constitutes a faithful and complete copy transcribed in accordance with the original of the Fourth Resolution, R-CNMV-2026-07-MV, adopted by the Council in the meeting held on the twenty-first (21st) day of April in the year two thousand twenty-six (2026), which is kept in the archives of this Secretariat, namely:

"FOURTH RESOLUTION OF THE NATIONAL SECURITIES MARKET COUNCIL DATED TWENTY-ONE (21) OF APRIL OF THE YEAR TWO THOUSAND TWENTY-SIX (2026). R-CNMV-2026-07-MV REFERENCE: Approval of the modification of the Regulation for Centralized Securities Depositories and Securities Clearing and Settlement Systems.

BACKGROUND: That by communication received on the first (1st) day of April in the year two thousand twenty-six (2026), the Superintendent of the Securities Market (hereinafter, "Superintendent") brought to the knowledge and consideration of the National Securities Market Council (hereinafter "Council"), a request for approval of the draft modification of the Regulation for Centralized Securities Depositories and Securities Clearing and Settlement Systems (hereinafter, "DCV Regulation"), with the aim of receiving final sanction.

That in accordance with the powers recognized by Law No. 249-17, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, of the eighth (8th) day of May in the year two thousand (2000), promulgated on the nineteenth (19th) day of December in two thousand seventeen (2017), and its modification (hereinafter, "Law No. 249-17"), and the Internal Regulation of the Council, adopted by this collegiate body through the First Resolution, R-CNMV-2018-06-MV, issued on the twenty-ninth (29th) day of November in the year two thousand eighteen (2018) (hereinafter, "Internal Regulation of the Council"); the Council, meeting validly after due summons, along with the corresponding supporting documentation, deems it appropriate to state the following:

CONSIDERING:

1. That in accordance with what is provided in Article 7 of Law No. 249-17, the Securities Market Superintendence (hereinafter "Superintendence") has as its objective to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the aforementioned legal statute, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market.

2. That, from the harmonious reading of Articles 10 and 13 of the aforementioned law, it is derived that the Superintendence is integrated by a collegiate body, the Council, with essentially normative, supervisory, and control functions; and an executive official, the Superintendent, who is in charge of the direction, control, and representation of the institution.

3. That Article 13, numeral 4, of the aforementioned legal provision, establishes as an attribution of the Council to periodically review the regulatory framework of the securities market, adapting it to the trends and realities of this, as well as to propose, on its own initiative or at the proposal of the Superintendent, the modifications that prove necessary.

4. That, likewise, Article 25 of Law No. 249-17 provides that "[t]he Council is the competent body to establish regulations regarding the activities of the securities market indicated in this law."

5. That, likewise, paragraph I of the aforementioned article establishes that, "[i]n the exercise of regulatory power, the Council and the Superintendence will observe the principles of legality and the rules of public consultation, participation, and transparency contained in the Constitution of the Republic and the laws in force."

6. That it is worth highlighting that Article 2 of the aforementioned Law No. 249-17 reveals that the provisions contained in said legal statute apply to all natural and legal persons that carry out activities, operations, and transactions in the securities market of the Dominican Republic, with public offer securities that are offered or traded in the national territory.

7. That, parallel to this, in the paragraph of the mentioned article it is established that "[n]atural and legal persons that carry out any of the activities or services provided for in this law, will be subject to the regulation, supervision, and oversight of the Securities Market Superintendence, regarding the exercise of said activities or services mentioned."

8. That in accordance with Article 3, numeral 33, of Law No. 249-17, securities market participant "[i]s the natural or legal person, registered in the Securities Market Registry and regulated by the Securities Market Superintendence."

9. That, with respect to this, Article 36 of that same law establishes that "[t]he Superintendence will have a Registry available to the public, which may be electronic, and in it will be registered the natural and legal persons that participate in the securities market, as well as the public information regarding the securities registered in the Registry and of the securities market participants regulated by this law."

10. That Article 304 of Law No. 249-17 establishes that "[o]nly centralized securities depositories and the Central Bank of the Dominican Republic are recognized as entities authorized to create and maintain the accounting book that constitutes the register of ownership of the securities delivered in deposit, through which the book-entry system is instrumented."

11. That, further on, the paragraph of said article adds that centralized securities depositories will be governed by Law No. 249-17 and its regulations, which will determine the operating regime, the services provided, their economic regime, the procedures for fixing and communicating tariffs, and the conditions and principles under which said society will provide the referred services, the procedures to ensure the delivery of securities and their payment, as well as the guarantees of all types that the societies administering mechanisms for centralized negotiation and systems for recording operations on securities managed by centralized securities depositories must constitute.

12. For its part, Article 299 of Law No. 249-17 provides that "[s]ecurities clearing and settlement systems are the set of activities, agreements, agents, norms, procedures, and mechanisms that have as their object the confirmation, clearing, and settlement of operations on securities subject to the regulation and authorization of the Superintendence."

13. That from the combined reading of paragraph I and paragraph II of the aforementioned article, it is understood that clearing is the process by which the obligations for the delivery of securities and transfer of funds of the participants in a securities clearing and settlement system are established; while settlement is the process by which the obligations arising from a firm and irrevocable operation on public offer securities are definitively fulfilled, where one party delivers public offer securities and the other effects the transfer of funds.

14. That, in exercise of its normative power, this Council sanctioned through its Fifth Resolution, R-CNMV-2019-18-MV, dated the second (2nd) day of July in two thousand nineteen (2019), the Regulation for Centralized Securities Depositories and Securities Clearing and Settlement Systems, with the object of developing the provisions relative to the systems for clearing and settlement of securities and of the activity of centralized securities depositories, in accordance with what is established by Law No. 249-17 and in accordance with international standards in the matter.

15. That, subsequently, by communication received in the Secretariat of the Council on the eighteenth (18th) day of November in two thousand twenty-four (2024), the Superintendent brought before this collegiate body a request for authorization to initiate the public consultation process of the draft modification of the DCV Regulation, oriented to review the treatment of delays in the delivery of cash or securities by participants within the different stages that the clearing and settlement process considers.

16. That, in that sense, through the Third Resolution, R-CNMV-2025-03-MV, issued on the twenty-fifth (25th) day of February in two thousand twenty-five (2025), this Council authorized the Superintendent to submit the referred project to public consultation, in observance of the provisions of Law No. 200-04, General Law on Free Access to Public Information, its implementing regulation approved by Decree No. 130-05, and other current regulations.

17. That, having concluded this process, by communication received in the Secretariat of the Council on the first (1st) day of April in two thousand twenty-six (2026), the Superintendent submitted to the consideration of this collegiate body the draft modification of the DCV Regulation for its final approval.

18. That, in accordance with what is exposed in the referred communication, "[t]he object of the regulatory modification project is to review the treatment of delays in the delivery of cash or securities by participants within the different stages that the clearing and settlement process considers."

19. That, likewise, it is noted that the referred project was submitted to public consultation from the fourteenth (14th) day of April in two thousand twenty-five (2025) to the nineteenth (19th) day of June in two thousand twenty-five (2025), inclusive, complying with the formalities provided in the legal order for the participation of interested parties and the due consideration of their observations.

20. That, along with the request, documents prepared by the technical areas of the Superintendence were sent, among others, the draft regulatory modification, the matrix of comments received by the Centralized Securities Depository, CEVALDOM (hereinafter, "CEVALDOM") and United Capital Stockbroker, S.A. (hereinafter, "United Capital"), a communication with observations sent by CEVALDOM dated the eighteenth (18th) day of March in two thousand twenty-six (2026), and a list of relevant data.

21. That, as part of the actions oriented to guarantee the adequate foundation of the regulatory proposal, a regulatory report prepared by the Norms Division of the Regulation and Innovation Directorate was incorporated into the administrative dossier, in which the scope, justification, and impacts of the normative proposal are analyzed.

22. That, from the analysis of the file, it is verified that during the public consultation process, observations were received from CEVALDOM and from United Capital, which were duly evaluated by the competent technical areas of the Superintendence.

23. That, in the framework of said process and, in observance of the principles of transparency and participation, the list of relevant data supplied indicates that a working meeting was held on the tenth (10th) day of March in two thousand twenty-six (2026) with the interested sectors, with the purpose of deepening into the technical aspects of the proposal.

24. That, additionally, on the eighteenth (18th) day of March in two thousand twenty-six (2026), CEVALDOM sent a communication through which it expanded two (2) of the comments previously formulated in the working meeting held on the tenth (10th) day of March in two thousand twenty-six (2026), regarding Articles 120 and 44 of the Regulation.

25. That, in particular, these observations refer to the proportionality of certain mechanisms proposed for the treatment of delays, as well as to the convenience of clarifying the scope of the ownership of securities held in collective accounts, with the aim of reinforcing the legal certainty of the applicable regime.

26. That the matrix of comments collects in a consolidated manner the observations formulated during the public consultation process and the technical considerations of the Superintendence that support their acceptance or rejection.

27. That, in accordance with the referred regulatory report, as a result of the consultative process, the draft Regulation incorporated adjustments oriented to strengthen the proposal, among which the following stand out:

    • Modification of the legal nature, for the purpose of including the administration of the securities operations recording system.
    • Improvement in the drafting of the article relative to the Tariff Study, to provide greater clarity.
    • Adjustment of the article on continuous operation, incorporating the notification of the critical incident to the competent authority within twenty-four (24) hours and the submission of the detailed report within a period of ten (10) days.
    • Inclusion of two (2) new definitions: contained incident and root cause analysis.
    • Incorporation of a transitional article, establishing a period for the adaptation of the participants affected by the regulation.

28. That it also indicates that the implementation of the proposal involves a moderate increase in the operational and administrative burden of the Superintendence, derived mainly from:

    • The receipt, analysis, and follow-up of new periodic information related to critical incidents, root cause analysis, failures in settlement, and corrective measures adopted by regulated entities.
    • The strengthening of supervision and oversight activities in matters of operational risk, liquidity risk, business continuity, and functioning of prevention and management mechanisms for non-compliance.
    • The review and evaluation of tariff studies and their updates, in accordance with the criteria and thresholds established in the regulation.

29. That, nevertheless, said report concludes that the institutional impact is reasonable, proportional, and does not imply extraordinary resource requirements, as the new obligations are integrated progressively into existing supervision processes.

30. That, likewise, from the market's perspective, it notes that the modification implies initial adaptation costs and recurring compliance costs, derived from the adoption of more robust standards in risk management and operational continuity, so that entities subject to the regulation will have to adjust their procedures, strengthen their management mechanisms, and assume periodic reporting and evaluation obligations.

31. That, in that context, in accordance with the technical analysis performed, the proposal presents a favorable cost-benefit relationship and is consistent with the objectives of regulation and supervision of the securities market.

32. That, during the corresponding session, the technical team of the Superintendence orally exposed the essential elements of the proposal, highlighting that this introduces improvements oriented towards strengthening risk management, operational continuity, and the efficiency of clearing and settlement systems.

33. That, in that sense, it was emphasized that the modification contributes to optimizing the functioning of the system through the establishment of clearer rules for the treatment of non-compliance and the development of complementary activities.

34. That, likewise, it was indicated that the project incorporates conceptual clarifications and seeks its due harmonization with other current regulatory provisions, such as the Regulation on Change of Control, Merger, Supervision, Administrative Intervention, Dissolution, and Liquidation of Securities Market Participants, sanctioned by this collegiate body in September of two thousand twenty-four (2024).

35. That, in conformity with what is provided by Article 138 of the Constitution of the Dominican Republic, "[t]he Public Administration is subject in its actions to the principles of efficiency, hierarchy, objectivity, equality, transparency, economy, publicity, and coordination, with full submission to the legal order of the State."

36. That, attending to the principle of juridicity enshrined in Article 3, numeral 1, of Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, promulgated on the sixth (6th) day of the month of August in two thousand thirteen (2013) (hereinafter "Law No. 107-13"), every administrative act must be fully subject to the legal order of the State.

37. That, likewise, the principle of rationality provided for in said Law No. 107-13 demands that the Administration act through good decisions that objectively value all interests at stake in accordance with democratic good governance.

38. That, likewise, the principle of proportionality, established in the aforementioned Article 3, numeral 9, of Law No. 107-13, imposes the obligation to adopt measures that are suitable, necessary, and balanced in relation to the ends pursued.

39. That these legal principles entail an express mandate, as this Council must observe the established norms and guarantee legal certainty and consequently predictability, trust, and predetermination of its action, in guarantee of the due administrative process.

40. That, it is important to highlight that the preamble of Law No. 247-19, as an expression of the values and principles that sustain said statute and endowed with legal relevance, establishes in its Third Consideration that the regulation of the securities market has as its objective the protection of investors, the promotion of fair, efficient, and transparent markets, and the reduction of systemic risk.

41. That, in attention to said objective, the Fourth and Fifth Considerations of the referred law, recognize the regulatory body with broad normative power to issue the necessary provisions in the different areas of the market, allowing its timely adaptation to the dynamism of this.

42. That, from the integral analysis of the file and the technical inputs provided, this Council considers that the DCV Regulation requires updating with the purpose of adapting its content to the current conditions of the securities market, characterized by greater operational complexity and an increase in the interconnection of participants, as well as by the need to strengthen the clarity, consistency, and efficiency of the regulatory framework applicable to clearing and settlement infrastructures.

43. That, in that same sense, this Council shares that the impact of the proposal is reasonable and proportional, as the increase in the operational burden of the Superintendence associated with supervision activities, information analysis, and risk follow-up, is integrated into existing processes without requiring extraordinary resources, while the adaptation and compliance costs for market participants are justified by the need to strengthen risk management and operational continuity.

44. That, along that line of argumentation, the proposed modifications contribute to strengthening the current regime through the incorporation of more precise provisions for the treatment of delays and non-compliance, the strengthening of operational and liquidity risk management mechanisms, and the definition of procedures that promote an timely, orderly, and predictable action by participants, aligning with international standards and best practices applicable to financial market infrastructures.

45. That, consequently, this Council has favorably weighed the adjustments proposed by the technical body of the Superintendence, considering that they allow providing the clearing and settlement system with more effective regulatory tools for risk mitigation, operational continuity, and the adequate management of non-compliance events, contributing to preserving the integrity, stability, and confidence in said infrastructures, for the benefit of the proper functioning of the securities market.

46. That, in that order, this Council reaffirms the considerations exposed in the aforementioned Third Resolution, R-CNMV-2025-03-MV, through which the public consultation of the present modification project was ordered, under the understanding that the proposed modifications are necessary and timely.

47. That, in attention to what is exposed and to the documentation that integrates the administrative file, this Council deems it appropriate to definitively approve the draft modification of the DCV Regulation submitted to consideration.

SEEN: The Constitution of the Dominican Republic, voted and proclaimed by the National Assembly on the twenty-seventh (27th) day of the month of October in the year two thousand twenty-