Circular 01-26 — Express Window Instruction for Authorization and Registration of Public Offerings in the Securities Market Registry

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CIRCULAR
No. 01/26
To: Securities Market Participants, potential securities issuers, and the general public.
Subject: Express Window Instruction for requests for authorization and registration of Public Offerings in the Securities Market Registry.
Seen:
a. The Constitution of the Dominican Republic, given and proclaimed on twenty-seven (27) October two thousand twenty-four (2024). b. Law No. 167-21, of August nine (9) two thousand twenty-one (2021), on Regulatory Improvement and Simplification of Procedures, modified by Law No. 14-25, of January sixteen (16) two thousand twenty-five (2025), and Decree No. 486-22, of February twenty-four (24) two thousand twenty-two (2022), which establishes the Implementation Regulation.
c. Law No. 249-17, of December nineteen (19) two thousand seventeen (2017), of the Securities Market of the Dominican Republic (hereinafter, "Law No. 249-17"), which repeals and replaces Law No. 19-00, of May eight (8) two thousand (2000).
d. Law No. 107-13, of August six (6) two thousand thirteen (2013), on the Rights of Persons in their Relations with the Administration and Administrative Procedure. e. General Law on Free Access to Public Information No. 200-04, of July twenty-eight (28) two thousand four (2004). f. Law No. 183-02, of November twenty-one (21) two thousand two (2002), which approves the Monetary and Financial Law. g. Law No. 87-01, of May nine (9) two thousand one (2001), which creates the Dominican Social Security System and its modifications. h. Executive Decree No. 337-24 of the Executive Power, of June seventeen (17) two thousand twenty-four (2024), which creates the Presidential Commission named "Commission Meta RD 2036".

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i. Executive Decree No. 640-20 of the Executive Power, which instructs the National Competitiveness Council (CNC) to elaborate, articulate, and coordinate the National Competitiveness Strategy, based on the identification of actions, measures, and reforms oriented to raise the levels of competitiveness and productivity of the Dominican Republic.
j. The Sole Resolution of the National Securities Market Council No. R-CNMV-2025-01-MV, of February twenty-five (25) two thousand twenty-five (2025), which approves the Regulation for Public Offering Trust Companies and Securitization Companies and Autonomous Assets in Securitization Processes. k. The Sole Resolution of the National Securities Market Council No. R-CNMV-2019-28-MV, of November five (5) two thousand nineteen (2019), which approves the Regulation for Administrator Companies and Investment Funds, modified by the Second Resolution No. R-CNMV-2021-16-MV, of July sixteen (16) two thousand twenty-one (2021).
l. The First Resolution of the National Securities Market Council No. R-CNMV-2019-24-MV, of October fifteen (15) two thousand nineteen (2019), which approves the Public Offering Regulation, modified by the Fourth Resolution No. R-CNMV-2022-16-MV, of September thirteen (13) two thousand twenty-two (2022).
m. Circular No. 07/23, of July six (06) two thousand twenty-three (2023), on Notification of communications through the Virtual Office of the Securities Market Superintendence. n. Circular C-SIMV-2020-16-MV, of August fourteen (14) two thousand twenty (2020), on the submission of information through the Virtual Office, modified by Circular C-SIMV-2020-27-MV, of December thirty (30) two thousand twenty (2020). o. The inter-institutional cooperation agreement for the simplification of procedures and coordination of competencies in the scope of documentation verification for the authorization of public offerings of securities, signed on November eighteen (18) two thousand twenty (2020) by the Securities Market Superintendence, the Banking Superintendence, the Pensions Superintendence, and other superintendences.

SC-07-03-05 Edition 3 Page 3 of 13 p. The Second Addendum to the Memorandum of Understanding for Consolidated Supervision, regarding the relaunch of the Liaison Commission, signed on November eighteen (18) two thousand twenty (2020) by the Securities Market Superintendence, the Banking Superintendence, the Pensions Superintendence, and other Superintendences.
Considering:

1. That, pursuant to what is established in Law No. 249-17, article 7, the Securities Market Superintendence, in its capacity as the regulatory body of the Securities Market of the Dominican Republic, has as its objective "to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the law, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market".
2. That the Securities Market Superintendence, the Banking Superintendence, the Pensions Superintendence, and other superintendences signed, on November eighteen (18) two thousand twenty (2020), an inter-institutional cooperation agreement for the simplification of procedures and the coordination of competencies in the scope of documentation verification for the authorization of public offerings of securities, which constitutes the foundational framework upon which the Express Window initiative is developed, oriented to optimize authorization processes through technical and operational articulation among supervisory bodies.
3. That the Securities Market Superintendence, the Banking Superintendence, the Pensions Superintendence, and other superintendences signed an inter-institutional agreement with the interest of coordinating their competencies to simplify the authorization processes of public offerings of securities, and their potential approval by the Risk Classifier and Investment Limits Commission, committing to work jointly to facilitate their agile processing and analysis.
4. That the Securities Market plays a fundamental role in the financing of productive activities, and its strengthening is directly linked to higher levels of economic development, by facilitating access to resources, promoting investment, and dynamizing growth.

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5. That it is necessary to strengthen inter-institutional coordination and expedite the evaluation processes of public offerings of securities, in order to guarantee efficient, coherent, and timely processing in accordance with the competencies of each supervisory body.
6. That the Express Window constitutes an initiative oriented to simplify the authorization process of public offering requests, with the purpose of reducing processing times, associated costs, and displacements required by entities subject to sectoral regulation that are interested in issuing securities.
7. That, in its capacity as the highest executive authority, Law No. 249-17, article 17, items 1 and 2, empowers the Superintendent of the Securities Market to: "1) Execute the securities market policy in accordance with the guidelines established by the Council, and 2) Comply with and enforce the provisions of this law and its regulations, ensuring the correct application of its principles, policies, and objectives".
8. That, likewise, items 4 and 14 of the aforementioned article attribute to the Superintendent of the Securities Market the powers to "authorize and register in the Registry public offerings of securities" and "issue the resolutions, circulars, and instructions required for the development of this law and its regulations".
9. That Law No. 249-17, article 25, establishes that: "[...] It corresponds to the Superintendence the development of technical or operational norms derived from this law and the applicable regulations and necessary norms, for the exercise of its power of internal self-organization".
10. That Law No. 249-17, article 46, item 3, establishes the legal forms under which issuers wishing to carry out public offerings of securities must be constituted, including financial intermediation entities authorized by the law that regulates them.
11. That Law No. 249-17, article 48, establishes that the Securities Market Superintendence is the only body empowered to authorize the public offering of securities throughout the territory of the Dominican Republic, prior to the presentation of the requirements established in said Law and its regulations.
12. That Law No. 249-17, article 50, items 1, 2, and 4, empowers the Securities Market Superintendence to: (1) establish differentiated authorization regimes or exempt certain requirements from certain issuers and types of public offerings, depending on their characteristics; (2) create special authorization and registration regimes for issuers or offerings directed to professional investors; and (4) set special deadlines and particular conditions of authorization for recurring issuers who have not been sanctioned in the last twelve (12) months.
13. That Law No. 249-17, article 51, establishes that the Securities Market Superintendence must resolve the public offering authorization request within a period of twenty-five (25) business days, counted from the next business day following the formal and complete receipt of said request for its registration in the Securities Market Registry.
14. That article 11, paragraph I, of the Public Offering Regulation provides the following: "Any request for authorization and registration of a public offering must be signed by the Offeror or general or special attorney constituted for such purposes, who must provide the information and documents required in this Regulation and its Instruction, truthfully, timely, accurately, and sufficiently. The request must expressly indicate the person responsible for the documentation deposited with the Superintendence."
15. That it is necessary to establish operational mechanisms to optimize the processing of authorization and registration requests for public offerings of securities, in order to increase transparency and reduce bureaucratic procedures that affect the efficiency of procedures, through the timely exchange of information among the bodies involved in the analysis and approval.
16. That the implementation of the Express Window is part of the META RD 2036 initiative, driven by the Government of the Dominican Republic, oriented to double the national Gross Domestic Product (GDP) by the year 2036, through a structural transformation of the economy towards a high-income model. This strategy contemplates reforms in key sectors such as human capital, innovation, infrastructure, and territorial equity, with the Securities Market being an essential component to channel resources to productive activities.
17. That, in this sense, through its Financial Committee, the META RD 2036 initiative incorporates the Express Window as a mechanism to expedite the authorization process of public offering issuances, contributing to regulatory efficiency, the dynamization of investment, and the strengthening of national economic development.

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18. That, likewise, it is necessary to establish the operational rules for the implementation of the Express Window, in order for financial intermediation entities and other legal persons subject to sectoral regulation to present, simultaneously, the requests for authorization and registration of public offerings of securities before the different supervisory bodies, with the purpose of facilitating their agile processing and analysis.
19. That, at the same time, technological tools must be implemented that allow efficient and fluid exchange of information between the Securities Market Superintendence, the Banking Superintendence, and the Pensions Superintendence, as well as with the applicants.
Therefore:
The Superintendent of the Securities Market, in the use of the powers granted by article 17, item 14, of Law No. 249-17 of the Securities Market of the Dominican Republic, promulgated on December nineteen (19) two thousand seventeen (2017), which repeals and replaces Law No. 19-00 of May eight (8) two thousand (2000), disposes the following:
I. This Circular establishes the procedure for the presentation, receipt, evaluation, and response of requests for authorization and registration in the Securities Market Registry of public offerings of securities carried out through the digital platform Express Window of the Securities Market Superintendence (hereinafter, the "SIMV"). Likewise, this procedure is applicable to all legal persons that request authorization, on their own or on behalf of an autonomous asset, to carry out public offerings of securities and that require the intervention of the Banking Superintendence and/or the Pensions Superintendence, in their respective competencies.
II. The Express Window will be accessible through www.ventanillaexpres.gob.do. The applicant must request their access credentials to enter the platform and manage their request in accordance with the established procedure:
a. Securities market participants will send a formal communication to the SIMV, attaching the User Authorization Form for Administrators, available in the "Activate Administrator User" option of the Electronic Information Submission System (SERI) or through the link https://seri.simv.gob.do/web/activacion_usuario_adm.php. The SIMV will verify the request and enable the administrator user profile.

SC-07-03-05 Edition 3 Page 6 of 13 b. Once the administrator user profile is enabled, it may authorize other users within the platform through the Express Window portal, registering, at minimum: (i) user identity document and (ii) user institutional email address to activate.
c. In the event of substitution of the administrator user, securities market participants will send a formal communication informing the change and attaching the User Authorization Form for Administrators, available in the SERI or through the link https://seri.simv.gob.do/web/activacion_usuario_adm.php. The SIMV will disable the outgoing administrator user and enable the incoming one.
d. In the event of difficulties when assigning permissions or other incidents related to platform users, the administrator user must send an email to the Registration Department at registrosimv@simv.gob.do, in which they must: (i) describe in detail the situation presented and (ii) attach the corresponding evidence supporting the incident.
III. Communications, notifications, and submission of documents related to requests for authorization and registration in the Securities Market Registry of public offerings of securities will be carried out through the Express Window and will be considered official and legally binding, replacing any mechanism previously used. Consequently, electronic notifications issued through the Express Window platform will have full validity for all purposes, being considered received by the recipients on the date and time indicated by the platform. Applicants are responsible for periodically reviewing their inbox on the platform to stay informed of the status of their requests and any communication sent via this channel by the SIMV, Banking Superintendence, and/or Pensions Superintendence.
IV. Through the Express Window, applicants must provide the required information and attach the necessary documents in order to proceed to send the request for authorization and registration in the Securities Market Registry through the platform. In this regard, the Express Window has automatic validations that will not allow the formal submission of the request while any required document is missing to validate the intention of the procedure request. If the system detects the omission of a document whose submission is required for the processing of the file, it will alert the applicant to complete the upload before enabling the submission option.

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V. Immediately after the formal receipt of the request is confirmed, the system will issue an electronic receipt addressed to the applicant, confirming that the documentation has been received by the Express Window. This receipt will indicate the date and time of receipt, the assigned file number, and the Superintendences selected to intervene in the process.
VI. The receipt indicated in the preceding item will confirm only the formal and preliminary receipt of the request. In no case will it imply admission to processing, which will depend on the initial review of formal requirements to verify if the documentation is complete.
VII. The Express Window will automatically notify each Superintendence that the applicant has indicated. The participation of each entity will be governed by the joint deadlines and procedures established.
VIII. The SIMV, in coordination with the other competent Superintendences, will carry out a preliminary verification of the formal requirements and documentation presented in the request in order for it to be admitted for substantive evaluation.
IX. Inform applicants that, within a period not exceeding three (3) business days, counted from the next business day following the receipt of the request, the Superintendences that make up the Express Window will verify that it is complete and in accordance with the requirements established in the corresponding regulations. The SIMV, through the Express Window, will consolidate the results of the review performed:
a. If all required documentation is complete, the Express Window will issue the admission to processing notification to the applicant, informing them that their request has been accepted for the start of evaluation. In said notification, it will be indicated that, from its date, the joint substantive review process by the competent authorities formally begins and the calculation of the established evaluation deadlines begins. b. If missing documents or formal errors in the documentation are detected, the Express Window will send a communication to the applicant, clearly detailing the requirements, documents, or corrections they must provide so that the request can be admitted. This communication will list all observations corresponding to the entry requirements review phase, including both those identified by the SIMV and those reported by the other competent authorities, as applicable. In the communication, the applicant will be instructed on how to rectify such deficiencies through the platform within the response deadline in accordance with this Circular, to continue with the procedure. The communication indicated in this item is the one required in the corresponding regulations.
X. Inform applicants that all indicated notifications will be sent to the email address registered by them in the Express Window, leaving a digital record of them on said platform.
XI. Inform applicants that, in the event of having received a communication with observations or lack of documents, the applicant will have a period of fifteen (15) business days, counted from the next business day following the date of notification of the requirements, to rectify the indicated requirements. The rectification must be carried out through the same Express Window platform, uploading the missing or corrected documents as requested.
XII. In the event that the applicant considers that they cannot gather or correct all the information requested within the period of fifteen (15) business days, they may request an exceptional extension before the expiration of said period. This request must be presented through the platform, exposing the justified reasons that prevent complying with the original deadline. The SIMV, in coordination with the competent authorities that have formulated observations, will evaluate the appropriateness of the requested extension. If approved, an additional extension of up to thirty (30) business days will be granted. The decision on the extension, whether approving or denying it, will be notified to the applicant by the Express Window.
XIII. Inform applicants that, after the original rectification period or extension, if granted, has elapsed, without the applicant presenting the required documents or corrections, or if they are presented incomplete or insufficient, the Superintendence will proceed to automatically dismiss it, without the need for notification to the applicant. The applicant who incurs in this situation may initiate a new request subsequently, from scratch, when they have all the complete documentation in accordance with the applicable regulation. In such case, to proceed with the request, the applicant must make a new payment for the concept of document deposit with the SIMV, in accordance with what is established in item a) of article 8 of the Regulation on Fees for the concept of regulation and for the services of the Securities Market Superintendence, R-CNMV-2018-10-MV, and its modifications.

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XIV. In the event that the applicant fully and in accordance with the requirements established in the corresponding regulations within the granted deadline, the competent authorities will proceed to admit the request and continue with the substantive evaluation, which will be communicated through the platform via the admission notification previously indicated. The request file will be considered complete from the next business day following the notification to the applicant regarding the start of the formal deadline for the substantive evaluation of the request.

XV. Once the request is admitted for processing, the substantive evaluation phase will begin jointly and coordinated between the SIMV and the other superintendencies corresponding, as the case may be:

a. Once the authorization and non-objection requirements established in the applicable current sectoral regulations have been satisfactorily completed, the Superintendent of the Securities Market will resolve, through a motivated administrative act, the request for authorization and registration of a public offering in the Securities Market Registry, within a period of twenty-five (25) business days, counted from the next business day following the formal and complete receipt, in accordance with what is established in Article 51 of Law No. 249-17. The start of this period will be formally informed by the SIMV to the applicant and may be exceptionally extended based on the complexity of the request or other circumstances that must be adequately motivated. Such extension may not exceed the period of twenty-five (25) business days.

b. The SIMV will resolve the request through a motivated administrative act. If the resolution is approving, it will contain the conditions and obligations to which the public offering is subject and will authorize the requested public offering. If it is denying or disposing of the dismissal, the legal and technical reasons for the denial will be recorded. The resolution will be notified to the applicant through the Express Window. When the resolution is of approval, along with the notification, the applicant will be instructed regarding the payment of the corresponding registration fee, as established in the current regulations. Once the approving resolution is notified and the payment made by the applicant is confirmed, the SIMV will proceed to register the public offering in the Securities Market Registry.

c. If the substantive review process of the documentation accompanying the authorization request presents observations, the applicant must

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respond to the requirements made by the SIMV and/or the Banking Superintendence within a period of fifteen (15) business days counted from the next business day following the notification of the requirements. This period may be extended by the SIMV and/or the Banking Superintendence by up to thirty (30) additional business days for causes duly justified by the applicant. In the event that the applicant does not respond within the established period, the request will be automatically dismissed. If the applicant completes their request within the period of fifteen (15) business days, or in the extension period granted, the process developed according to subsections a) and b) previously described will take place.

d. The period for authorization established in subsection a) will be suspended for a single time, in the event that the applicant is required to modify or complete their request. Said period will resume from day one (1), provided that the applicant has correctly and completely fulfilled the requirement, within the period indicated in the previous paragraph.

e. It will be understood that an authorization request is complete when it meets the requirements established by the competent authorities that the applicant has specified in the request processed in the Express Window. In the case of Financial Intermediary Entities, once the substantive evaluation has been completed and having received the technical opinion or the No Objection from the Banking Superintendence, when applicable, the SIMV will proceed to issue the final decision on the public offering authorization request. This decision will correspond exclusively to the SIMV within the scope of its attributions, valuing the technical opinions of the other superintendencies as part of its analysis. However, regarding Financial Intermediary Entities, the request can only advance to the final decision stage by the SIMV once the No Objection has been issued by the Banking Superintendence; in the event that such No Objection is not received, the request will be dismissed.

f. The Risk Classification and Investment Limits Commission (hereinafter, the "CCRyLI"), via the Express Window, in cases that apply, will pronounce itself after the Superintendent of the Securities Market resolves through a motivated administrative act on the request for authorization and registration of a public offering in the Securities Market Registry.

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g. Reiterate to applicants the special response deadlines for authorization requests contemplated in numeral 4) of Article 50 of Law No. 249-17:

1. In the event that public offerings have the simplified regime and recurrent issuer regime according to the Public Offering Regulation, the SIMV must resolve within a period of ten (10) business days counted from the expiration of the three (3) business days that superintendencies have, as applicable, to verify that the request is complete.

2. In the event that investment funds have the simplified regime established in the Regulation of Administrators of Investment Funds, the SIMV must resolve within a period of fifteen (15) business days counted from the expiration of the three (3) business days destined to verify that the request is complete.

h. Reiterate to applicants that, in the event that the SIMV does not adopt its decision within the authorization period indicated in the applicable current regulations, the request is considered approved and the registration in the Securities Market Registry will be automatic, being required to inform investors that the authorization has been carried out automatically and without review by the SIMV due to the application of positive administrative silence.

XVI. The pronouncement issued by the CCRyLI constitutes an autonomous and independent decision that does not condition or modify the public offering authorization granted by the SIMV.

XVII. The periods established in this Circular will be computed in business days, expressly excluding weekends and official holidays. For the purposes of this inter-institutional procedure, the Superintendencies of the Securities Market, Banks, and Pensions will adopt a unified criterion regarding the definition of business days. In this sense, if any of the superintendencies declares a day that would normally be workable as not businessable, whether due to internal administrative dispositions, special closure, or compliance with resolutions issued by competent authorities, said day will be considered not businessable for the computation of all periods of the process before all authorities involved.

XVIII. The applicant may, at all times, consult the status and progress of their request through the tracking function available in the Express Window.

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XIX. Reiterate to Securities Market Participants and applicants the documents that must be presented in physical form before the SIMV, as established in subsection VI of Circular No. 07/23, dated six (06) of July of two thousand twenty-three (2023).

XX. Inform Securities Market Participants, applicants, and the general public that the provisions of this Circular enter into force from the next business day following its publication.

XXI. Inform Securities Market Participants, applicants, and the general public that the Superintendencies subject to the application of this Circular will have a period of thirty (30) business days for the implementation of internal processes related to the Express Window, as applicable.

XXII. Instruct the Regulation and Innovation Directorate of the Securities Market Superintendence to publish this Circular on the institution's website.

XXIII. Instruct the Communications Directorate to disseminate the content of this Circular on the institution's social media.

In Santo Domingo, National District, capital of the Dominican Republic, on the fifteen (15) days of the month of January of two thousand twenty-six (2026).

Ernesto Bournigal Read
Superintendent of the Securities Market
EBR/mdt/rq/omna/ru
Regulation and Innovation Directorate