Circular 07-2025 — Modification of Annex XXII of the Public Offering Regulations Instruction

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CIRCULAR

No. 07/25

To: Differentiated Issuers (Central Bank of the Dominican Republic and Central Government).

Subject: Modification of Annex XXII of the Public Offering Regulations Instruction.

Having seen:

a. The Constitution of the Dominican Republic, given and proclaimed on the twenty-seventh (27) day of October of two thousand twenty-four (2024).

b. Law No. 249-17, on the Securities Market of the Dominican Republic, which repeals and replaces Law No. 19-00, of the eighth (8) day of May of two thousand (2000), promulgated on the nineteenth (19) day of December of two thousand seventeen (2017) (hereinafter, "Law No. 249-17").

c. Law No. 183-02, which approves the Monetary and Financial Law of the Dominican Republic, of the twenty-first (21) day of November of two thousand two (2002).

d. Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, of the sixth (6) day of August of two thousand thirteen (2013).

e. Law No. 200-04, General Law on Free Access to Public Information, of the twenty-eighth (28) day of July of two thousand four (2004), and its implementing regulation, approved by Decree No. 130-05, of the twenty-fourth (24) day of March of two thousand five (2005).

f. Law No. 167-21, on Regulatory Improvement and Simplification of Procedures, of the ninth (9) day of August of two thousand twenty-one (2021), modified by Law No. 14-25, of the sixteenth (16) day of January of two thousand twenty-five (2025), and its implementing regulation, approved by Decree No. 486-22, of the twenty-fourth (24) day of two thousand twenty-two (2022).

g. The Public Offering Regulations, approved by the First Resolution of the National Securities Market Council, of the fifteenth (15) day of October of two thousand nineteen (2019), identified as R-CNMV-2019-24-MV, modified by the Fourth Resolution of the National Securities Market Council, identified as R-CNMV-2022-16-MV, of the thirteenth (13) day of September of two thousand twenty-two (2022).

h. Circular C-SIMV-2020-11-MV, of the sixth (6) day of May of two thousand twenty (2020), by which the Public Offering Regulations Instruction is approved, modified by Circular No. 01/23, of the twelfth (12) day of January of two thousand twenty-three (2023) (hereinafter, the "Public Offering Regulations Instruction").

Considering:

1. That, pursuant to Article 7 of Law No. 249-17, the Securities Market Superintendency, in its capacity as the regulatory body of the Securities Market of the Dominican Republic, has the 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, in its capacity as the highest executive authority, Law No. 249-17, in its Article 17, items 1 and 2, empowers the Superintendent of the Securities Market to: "1) Execute 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."

3. That, likewise, items 4 and 14 of the aforementioned article attribute to the Superintendent of the Securities Market the powers to "authorize and register public offerings of securities" and "issue the resolutions, circulars, and instructions required for the development of this law and its regulations."

4. That Law No. 249-17, in its Article 25, establishes that: "...[I]t corresponds to the Superintendency the development of technical or operational norms derived from this law and applicable regulations and necessary norms, for the exercise of its power of internal self-organization."

5. That, in addition to the authorization powers for public offerings at the national level, Article 48 of the aforementioned Law expressly provides that "the Superintendency shall be the only entity authorized to authorize the public offering of securities throughout the territory of the Dominican Republic, prior to the presentation of the requirements established in this law and its regulations."

6. That, to this effect, Article 3, item 10, of Law No. 249-17, considers Differentiated Issuers to be "the Central Government of the Dominican Republic, the Central Bank of the Dominican Republic, multilateral organizations of which the Dominican Republic is a member, foreign central governments and central banks, whose securities are traded in the Dominican Republic under conditions of reciprocity."

7. That, without prejudice to the foregoing, the same Law No. 249-17, in its Article 49, contemplates exceptions applicable to differentiated issuers, as well as the securities they issue, which "shall be governed by their own laws and are exempt from the authorization of the public offering by the Superintendency, must remit the legal backing that authorizes each issuance and a description of the essential characteristics of said securities, for the purpose of their registration in the Securities Market Register" (hereinafter, the "Register").

8. That, in this order of ideas, the Public Offering Regulations develops the provisions on Public Offering of Securities in accordance with Law No. 249-17 and, in accordance with Article 2, applies to "all those natural or legal persons who carry out a public offering and those who are linked to said process, as well as to those persons who carry out offerings of securities that, due to their characteristics or conditions, are considered as public in accordance with the Law and this Regulation," contemplating a restricted scope of its provisions regarding autonomous estates and securities issued against them, as well as particular provisions applicable to Differentiated Issuers and the securities issued by them.

9. That, likewise, Article 20 of the aforementioned Regulation provides "Public offerings made by differentiated issuers are not governed by what is established in this Regulation regarding conditions, design, formulation, structuring, and authorization by the Superintendency. For the purpose of registering the public offering in the Register, and as a prior step to its public dissemination and primary placement, they must remit to the Superintendency the registration request together with the legal backing that authorizes each issuance and a description of its main characteristics," specifying in paragraphs II and III of this article that the registration request in the Register made by issuers of this nature must be presented through a form provided by the Superintendency, fixing some elements as minimum content.

10. That, in addition, Article 106 of the Public Offering Regulations indicates that "the Superintendency shall establish, by means of an instruction, the minimum information on the content of offering prospectuses and the requirements for authorization and registration of a public offering in the Register."

11. That, in the exercise of its aforementioned legal and regulatory powers, through Circular No. C-SIMV-2020-11-MV, of the sixth (6) day of May of two thousand twenty (2020), the Superintendent of the Securities Market issued the Public Offering Regulations Instruction, which was modified through Circular No. 01/23, of the twelfth (12) day of January of two thousand twenty-three (2023).

12. That, with the purpose of making additional information of interest to the public, especially to investors, transparent, and to optimize regulatory compliance with the provisions established in the Public Offering Regulations Instruction, it is necessary to modify Annex XXII of this instrument, containing the "Application Form for Registration in the Securities Market Register of Differentiated Issuer: Central Bank of the Dominican Republic and Central Government," in order to include new lines and/or boxes that facilitate the interaction of investors with Differentiated Issuers and strengthen transparency regarding the characteristics of the securities issued by them.

13. That the standardization of the information that issuers must present to the market contributes to strengthening the transparency of the sector, by promoting uniformity, neutrality, and informational symmetry between those who generate it and those who use it, strengthening the comparability of information, efficiency, regulatory compliance, transparency, and, with it, confidence in the Securities Market.

14. That, according to the criterion of the Securities Market Superintendency, the standardization of formats has proven to be an effective practice that significantly contributes to the proper functioning, organization, and transparency of the Securities Market.

Therefore:

The Superintendent of the Securities Market, in the use of the powers granted by Article 25 of Law No. 249-17 of the Securities Market of the Dominican Republic, which repeals and replaces Law No. 19-00 of the eighth (8) day of May of two thousand (2000), promulgated on the nineteenth (19) day of December of two thousand seventeen (2017), disposes the following:

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I. Inform Differentiated Issuers that Annex XXII of the Public Offering Regulations Instruction is modified, which contains the "Application Form for Registration in the Securities Market Register of Differentiated Issuer: Central Bank of the Dominican Republic and Central Government," which is attached to this Circular and forms an integral part of it.

II. Inform Differentiated Issuers that the provisions of this Circular enter into force from the business day following its publication.

III. Inform Differentiated Issuers that the other provisions contained in the Public Offering Regulations Instruction that have not been subject to modification through this Circular remain unchanged and maintain their full validity and application.

IV. Instruct the Regulation and Innovation Directorate of the Superintendency to publish this Circular on the institutional website.

In Santo Domingo, National District, capital of the Dominican Republic, on the thirty (30) days of the month of December of two thousand twenty-five (2025).

Digitally signed by:

Ernesto Bournigal Read
Superintendent
EBR/AJSJ/mdt/cp
Regulation and Innovation Directorate

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ANNEX XXII
APPLICATION FORM FOR REGISTRATION IN THE SECURITIES MARKET REGISTER OF DIFFERENTIATED ISSUER: CENTRAL BANK OF THE DOMINICAN REPUBLIC AND CENTRAL GOVERNMENT

1. Regarding the Issuer:
   Institution Name:
   _________________________________________________________________________ Address:
   _________________________________________________________________________ Telephone:
   _________________________________________________________________________ Email:
   _________________________________________________________________________ Website:
   _________________________________________________________________________ Investor Contact Email:

---

2. Legal Representative or Special Attorney of the Issuer:
   Name:
   _________________________________________________________________________ Nationality:
   _________________________________________________________________________ Position in the Institution:

---

3. Type of Issuance:

---

4. Guarantees backing the issuance program, as well as the main data thereof including their validity (if applicable):

---

5. Legal Basis:

---

6. Reopening indicating the issuance number registered in the SMR and the ISIN code to which the reopening will be applied (if applicable):

---

7. General Characteristics of the Securities:

General Characteristics Issuance
1 Denomination of the securities.
2 Authorized Amount according to the legal basis.
3 Amount to be placed by the issuance.
4 Amount pending subscription of the authorized amount in the legal basis.
5 Currency.
6 Exchange rate, if applicable.
7 Recipient of the securities.

8. Specific Characteristics of the Securities:

Specific Characteristics Issuance 1 Issuance 2 Issuance 3 Issuance 4 1 Nominal value.
2 Quantity of Securities.
3 Minimum investment amount.
4 Start date of placement.
5 Maturity date of the securities.
6 Issuance date.
7 Interest rate.
8
Basis for calculating interest payments.
9 Payment date.
10 Payment frequency.
11 Form of interest and capital payment.
12 Payment agent for interest and capital.
13 Capital amortization.
14 Early redemption option.

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15 Representation of the issuance.
16 Identification code of the Securities.
17 Procedure for price fixing.
18 Centralized negotiation mechanisms for placement in the primary market.
19 Negotiation mechanisms in the secondary market.
20 Entity in charge of book entry of the securities.
21
Other main relevant characteristics for investors and the general public, if any.
22 Observations.

Formalities for Document Delivery:
The documentation must be delivered in Spanish; in one (1) original.
The signature of the legal representative or general or special attorney constituted for such effects guarantees under their responsibility, that the data contained in this form and all the documentation presented for the registration of the public offering of securities is faithful, real, and complete in accordance with Art. 54 of the Securities Market Law.

Legal Representative or General or Special Attorney of the company:
Signature Legal Representative and Issuer Seal Date

Attachments
Copy or Extract of Law, Decree, Resolution, and/or Act that authorizes the issuance.