Agreement No. 11-2022 of December 7, 2022 Modifying Paragraph 4 of Agreement No. 3-2021

REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE

Agreement No. 11-2022
(December 7, 2022)

“By which the Paragraph of Article 4 of Agreement No. 3-2021 of July 14, 2021 is modified”

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 (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 Superintendence and has among its attributes the power 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 overseeing 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. 3-2021 of July 14, 2021, a special and abbreviated procedure was adopted for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the spread and to determine the new reference rate and spread to be used for its replacement.

That the Paragraph of Article 4 of Agreement No. 3-2021 of July 14, 2021, established December 31, 2021, as the deadline for issuers to present to the Securities Market Superintendence the public communication of material facts to obtain the Superintendence's approval, to initiate the special and abbreviated procedure for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the spread and to determine the new reference rate and spread to be used for its replacement.

That through Agreement No. 8-2021 of December 9, 2021, the Paragraph of Article 4 of Agreement No. 3-2021 of July 14, 2021, was modified, establishing an extension until June 30, 2022, as the deadline by which the issuer may present to the Superintendence the public communication of material facts to obtain the Superintendence's approval, to initiate the special and abbreviated procedure for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the spread and to determine the new reference rate and spread to be used for its replacement.

That through Agreement No. 5-2022 of June 22, 2022, the Paragraph of Article 4 of Agreement No. 3-2021 of July 14, 2021, was modified, establishing an extension until December 31, 2022, as the deadline by which the issuer may present to the Superintendence the public communication of material facts to obtain the Superintendence's approval, to initiate the special and abbreviated procedure for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the spread and to determine the new reference rate and spread to be used for its replacement.

That in working sessions, the Board of Directors of the Superintendence considers it appropriate to grant an extension of the deadline so that issuers can adhere to the special and abbreviated procedure established in Agreement No. 3-2021 of July 14, 2021.

That, for the reasons stated above, it corresponds to apply what is established in Article 326 of the Single Text, regarding the adoption of actions by the Superintendence that grant an exemption

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or eliminate some restriction, so that the provisions contained in Title XV of the Single Text, regarding the “Administrative Procedure for the Adoption of Agreements,” are not applicable to this agreement.

Therefore, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,

AGREES:

ARTICLE ONE: MODIFY the PARAGRAPH of Article 4 of Agreement No. 3-2021 of July 14, 2021, which shall read as follows:

Article 4. Public communication of material facts

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PARAGRAPH: For the purposes of this Agreement, June 30, 2023, shall be the deadline by which the issuer may present to the Securities Market Superintendence, through the email address: tramites_smv@supervalores.gob.pa, the public communication of material facts to obtain the approval of the Securities Market Superintendence, to initiate the special and abbreviated procedure for the registration of modifications to the terms and conditions of public offerings of securities registered with the Securities Market Superintendence, solely and exclusively to modify the LIBOR reference rate and the spread and to determine the new reference rate and spread to be used for its replacement.

Starting July 1, 2023, public communications of material facts submitted through the email address: tramites_smv@supervalores.gob.pa, to obtain the approval of the Securities Market Superintendence under the abbreviated procedure established in this Agreement, will be rejected outright, leaving the issuer subject to compliance with the procedure established by Agreement 4-2003 of April 11, 2003, for the replacement of the LIBOR reference rate.

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

PUBLISH AND COMPLY,

[Signature]
Luis Chalhoub
President of the Board of Directors

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

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