Compilation of Securities Market Rules - Regulatory Modifications to Improve the Authorization Process — BCU — UY

Montevideo, December 21, 2023
Ref: COMPILATION OF SECURITIES MARKET RULES - Regulatory Modifications to Improve the Authorization Process

The market is informed that the Superintendencia de Servicios Financieros adopted, on December 7, 2023, the following resolution:

SUBSTITUTE in Section I - REGISTRATION OF ISSUERS OF SECURITIES FOR PUBLIC OFFERING UNDER THE GENERAL REGIME, of Chapter II - REGISTRATION OF ISSUERS OF SECURITIES FOR PUBLIC OFFERING, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 7 and 8.1 with the following:

ARTICLE 7 (APPLICATION FOR REGISTRATION OF ISSUERS OF SECURITIES FOR PUBLIC OFFERING).
The application for registration must be accompanied by the following information:
a. Identification data: name, acronym, and trade name if applicable, main activity, address, telephone, email, and website. b. Certified copy of the bylaws or social contract. In the case of non-resident securities issuers, the social contract must be translated and legalized, and they must also present an updated certificate issued by the competent authority of the country of origin, certifying that the institution is legally constituted.
c. Tax Identification Number from the Dirección General Impositiva and the Banco de Previsión Social, or similar for non-resident legal entities.
d. Organizational chart of the company. e. List of senior management, according to the definition established in Article 143, indicating name, address, and identity card. For securities issuers with equity superior to that established in Article 184.2, it must be indicated for each member of the board of directors or administrative body whether they perform executive functions. Directors or administrators who do not perform executive functions are those who do not have charge of the management of the ordinary business of the company. f. List of members of the Audit and Surveillance Committee, indicating name, address, and identity card. g. In the case of non-resident legal entities, their representative in the country must be identified, indicating: name or denomination if it is a legal entity, address, identity card number or Tax Identification Number from the Dirección General Impositiva, certified copy of the enabling act, and registration in the National Register of Representatives of Foreign Firms provided for in Law No. 16.497. h. List, participation, and address of partners or shareholders who are holders of more than 10% (ten percent) of the social capital of the issuing entity, and syndication agreements denounced to the issuer.
i. Closing date of the economic year.
j. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the issuer, as well as detail of their websites, if any. k. If it is a company in a pre-operational state, an economic-financial feasibility study of the project.
l. Report from the company's legal advisors regarding legal contingencies faced, understood as a list of pending litigation or other facts that could affect its economic situation.
m. Consolidated Financial Statements of the group, belonging to the last 3 (three) years (from the beginning of its activity or its constitution if its age is less), duly signed and with the corresponding professional stamps, the last of which must be accompanied by an External Audit report.

In cases where consolidation does not apply, a sworn declaration must be presented indicating the reasons why the company does not prepare Consolidated Financial Statements. If deemed pertinent, the Financial Statements of the shareholders will be requested. n. Individual Financial Statements, belonging to the last 3 (three) years (from the beginning of its activity or its constitution if its age is less), duly signed and with the corresponding professional stamps, the last of which must be accompanied by an External Audit report, and of:

Certified copy of the Minutes of the competent body approving them.
Original duly signed or certified copy of the Annual Report of the Board of Directors or administrative body.
Original duly signed or certified copy of the Report of the Auditor or Fiscal Commission, if applicable.
o. Description of corporate governance practices, attaching the Code of Ethics.

ARTICLE 8.1 (CANCELLATION OF REGISTRATION).
Securities issuers for public offering must present to the Superintendencia de Servicios Financieros a certified copy of the minutes of the meeting of the social body that resolved the cancellation of the registration in the Register, in which the reasons that led to such determination must be stated. The Superintendencia de Servicios Financieros may request additional information to that indicated above.

SUBSTITUTE in Subsection 1 - REGISTRATION REQUESTED BY THE ISSUER BEFORE THE COMPANY ADMINISTERING COLLECTIVE FINANCING PLATFORMS, of Section III - REGISTRATION OF ISSUERS OF SECURITIES FOR PUBLIC OFFERING THAT ISSUE THROUGH COLLECTIVE FINANCING PLATFORMS, of Chapter II - REGISTRATION OF ISSUERS OF SECURITIES FOR PUBLIC OFFERING, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 8.5 with the following:

ARTICLE 8.5 (APPLICATION FOR REGISTRATION).
The application for registration of the issuer before the company administering collective financing platforms must be presented providing, as a minimum, the following information:
a. Name of the company, indicating legal name, trade name if applicable, real and constituted address, telephone, email address, website, and main activity. b. Registration number in the Tax Identification Number from the Dirección General Impositiva and in the corresponding social security body, or similar for non-resident legal entities.
c. Bylaws or social contract, if applicable. In the case of non-resident securities issuers, the bylaws or social contract must be translated and legalized and they must also present an updated certificate issued by the competent authority of the country of origin or a notarial certificate certifying that the institution is legally constituted.
d. In the case of non-resident legal entities, their representative in the country must be identified, indicating: name or denomination if it is a legal entity, address, identity card number or Tax Identification Number from the Dirección General Impositiva and certified copy of the enabling act. e. List of holders, partners, or shareholders who possess more than 10% (ten percent) of the social capital of the issuing entity, administrators, and persons exercising effective control, indicating address, identity document or registration number in the Tax Identification Number from the Dirección General Impositiva or similar for non-residents and percentage of participation. f. Closing date of the economic year, if applicable. g. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the issuer, as well as their websites, if any. h. If it is a company in a pre-operational state, an economic-financial feasibility study of the project.
i. Sworn declaration signed by the legal representatives of the company stating that it does not face legal contingencies. Otherwise, description of pending litigation or other facts that could affect its economic situation.
j. Consolidated Financial Statements of the group, belonging to the last economic year, duly signed and with the corresponding professional stamps, accompanied by a compilation report. In cases where consolidation does not apply, a sworn declaration must be presented indicating the reasons why the company does not prepare Consolidated Financial Statements. If deemed pertinent, the Financial Statements of the shareholders will be requested. k. Individual Financial Statements, belonging to the last economic year, duly signed and with the corresponding professional stamps, accompanied by a compilation report and of:

Minutes of the Assembly of the competent body approving them
Annual Report of the Board of Directors or administrative body
Report of the Auditor or Fiscal Commission, if applicable
In the case of persons who do not have the obligation to formulate financial statements:
corresponding tax sworn declaration for the last closed year.
l. Certificate of being up to date with the Dirección General Impositiva and the Banco de Previsión Social or, in its absence, SME Certificate issued by the Dirección Nacional de Artesanías, Pequeñas y Medianas Empresas of the Ministry of Industry, Energy and Mining. In the case of non-resident securities issuers, certificates from the equivalent tax bodies of their country of origin must be presented.
m. Description of corporate governance practices detailed in Article 184.21, attaching the Code of Ethics.

SUBSTITUTE in Section I - REGISTRATION OF SECURITIES FOR PUBLIC OFFERING ISSUED UNDER THE GENERAL REGIME, of Chapter III - REGISTRATION OF SECURITIES FOR PUBLIC OFFERING, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 11 and 16.1 with the following:

ARTICLE 11 (POST-REGISTRATION INFORMATION).
Once the security is registered, the issuer will have a period of 60 (sixty) calendar days to carry out the corresponding issuance and must present the following information:
a) At least 5 (five) business days prior to the first day of subscription of the issuance: definitive prospectus of the issuance, according to the formalities provided for in current regulations, with a sworn declaration indicating that the definitive prospectus presented coincides with the draft prospectus approved by the Superintendencia de Servicios Financieros, which will be sent in digital format according to the instructions to be issued. b) On the business day following the issuance: note indicating the issued amount. c) Within 10 (ten) business days following the issuance: certified copy of the issuance document. If the issuance is not carried out within the period provided for in this article counted from the date of the registration resolution, it will automatically become void. In the case of share issuance, the period will begin to be calculated once the periods for the exercise of preference rights established in Articles 326 and following of Law No. 16.060 of September 4, 1989, and its amendments, have ended. For these purposes, the issuer will have a maximum period of 10 (ten) calendar days counted from the date of registration of the issuance to carry out the corresponding publications, and must present a copy of them before the Superintendencia de Servicios Financieros within 10 (ten) days following the last publication. The provisions of this article are not applicable to the issuance of deposit certificates without periodic payments.

ARTICLE 16.1 (REGISTRATION OF THE MODIFICATION OF THE TERMS AND CONDITIONS OF THE ISSUANCE).
Once the modification of the terms and conditions of the issuance is approved by the assembly of security holders, the issuer must request the registration of the same in the Register of Securities attaching a certified copy of the assembly minutes.

SUBSTITUTE in Section II - REGISTRATION OF SECURITIES FOR PUBLIC OFFERING ISSUED THROUGH COLLECTIVE FINANCING PLATFORMS, of Chapter III - REGISTRATION OF SECURITIES FOR PUBLIC OFFERING, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 16.7 and 16.13 with the following:

ARTICLE 16.7 (APPLICATION FOR REGISTRATION).
The application for registration of securities for public offering before the company administering collective financing platforms must be accompanied, as a minimum, by the following information:
a. Characteristics of the securities. b. Guarantees to be granted, if any, and if applicable, certified copy of the constitutive document of the guarantee in which its registration in the corresponding public register is stated.
c. Certified copy of the minutes of the meeting of the social body that decided the issuance and established the conditions of the issuance, if applicable.
d. Auxiliary contracts of the issuance additional to those celebrated with the company administering collective financing platforms, if any. e. Draft prospectus, prepared in accordance with what is established in Article 16.8. f. Draft of the issuance document. No course will be given to the application when it is ascertained, by the company administering collective financing platforms, that the issuer is in a situation of non-compliance with obligations regarding the presentation of information related to other issuances.

ARTICLE 16.13 (POST-REGISTRATION INFORMATION).
Once the security is registered in the Securities Market Register, the issuer will have a period of 60 (sixty) calendar days to carry out the corresponding issuance and must present the following information to the company administering collective financing platforms:
a. At least 5 (five) business days prior to the first day of subscription of the issuance: definitive prospectus of the issuance. b. Within 10 (ten) business days following the issuance: certified copy of the issuance document.
If the issuance is not carried out within the period provided for in this article counted from the date of registration, it will automatically become void.
In the case of share issuance, the period will begin to be calculated once the periods for the exercise of preference rights established in Articles 326 and following of Law No. 16.060 of September 4, 1989, and its amendments, have ended. For these purposes, the issuer will have a maximum period of 10 (ten) calendar days counted from the date of registration of the issuance to carry out the corresponding publications, and must present a copy of them before the company administering collective financing platforms within 10 (ten) days following the last publication. The company administering collective financing platforms must present the aforementioned information to the Securities Market Register, according to instructions to be issued, immediately upon receipt, and it may not exceed the following business day.

SUBSTITUTE in Section V - REGISTRATION OF ISSUANCE PROGRAMS, of Chapter III - REGISTRATION OF SECURITIES FOR PUBLIC OFFERING, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 29 with the following:

ARTICLE 29 (INFORMATION OF THE ISSUANCES).
The issuer, prior to the issuance of each of the series of the program, must present to the Superintendencia de Servicios Financieros the respective application for registration, which must be accompanied by the prospectus supplement that includes:
a. conditions of the issuance b. audited financial statements of the issuer and consolidated financial statements of the corresponding economic group for the last economic year
c. latest accounting information of the issuer, if applicable according to the maximum age established
d. any relevant fact or act occurring after the registration of the issuance program, e. modifications to be introduced to the issuance prospectus presented at the time of the global program registration, f. risk rating report that cannot be older than 6 (six) months, g. detail on the evolution of the series issued under the Program previously, indicating the amounts in circulation, compliance with payments, and any other aspect that may have an impact on the compliance with the terms of the new series. A certified copy of the minutes of the meeting of the competent body or authority that decided the issuance of the series and its terms must be added.

SUBSTITUTE in Section II - ISSUANCE DOCUMENT, of Chapter IV - WRITTEN SECURITIES, of Title I - ISSUERS AND SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 40 with the following:

ARTICLE 40 (REGISTRATION).
The issuer must deposit the original of the issuance document in the Registering Entity, prior to the annotation of the first registration of the same.
Likewise, within 10 (ten) business days following the issuance, a certified copy of said issuance document must be presented in the Securities Market Register of the Central Bank of Uruguay and in the Stock Exchanges intervening in the commercialization of the securities.

SUBSTITUTE in Title II - COMPANIES WITH STATE PARTICIPATION of Book I - AUTHORIZATIONS AND REGISTERS, Article 52 with the following:

ARTICLE 52 (REGISTRATION OF COMPANIES WITH STATE PARTICIPATION).
Institutions that fall within the provisions of Article 25 of Law No. 17.555 of September 18, 2002, must request their registration in the Securities Market Register, Section Companies with State Participation, presenting the following information:
a. name, main activity, address, telephone, and email b. certified copy of the social contract
c. Tax Identification Number from the Dirección General Impositiva and the Banco de Previsión Social
d. list and participation of partners or shareholders e. list of senior management, according to the definition established in Article 143, indicating name, address, and identity card. In applicable cases, certified copy of the document certifying that the declaration established in Articles 13 to 16 of Law No. 17.904 was registered in the National Register of Commerce f. closing date of the economic year g. Consolidated Financial Statements of the group belonging to the last year, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps In cases where consolidation does not apply, a sworn declaration must be presented indicating the reasons why the company does not prepare Consolidated Financial Statements h. Individual Financial Statements corresponding to the last year, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps. The burden of registration, as well as the maintenance of periodic information to be provided, is the exclusive responsibility of the companies covered by the provisions of Article 25 of Law No. 17.555 of September 18, 2002. Any modification to the background information provided at the time of registration must be communicated to the Central Bank of Uruguay within 5 (five) business days of it occurring or being authorized. Registration in the Securities Market Register does not confer to the institutions in question the status of Issuers of Securities for public offering. The Central Bank of Uruguay may request additional documentation and information to that indicated in this article, when deemed pertinent for the purpose of processing the application for registration in the Securities Market Register.

SUBSTITUTE in Chapter I - APPLICABLE REGIME, of Title III - STOCK EXCHANGES of Book I - AUTHORIZATIONS AND REGISTERS, Article 53.3 with the following:

ARTICLE 53.3 (SPECIALIZED INVESTOR - DEFINITION AND AUTHORIZATION).
Specialized investors are considered to be parastatal funds, administrators of pension savings funds, insurance companies, investment fund administrators, financial fiduciaries, the administrator of the social security trust, and the Corporation for the Protection of Bank Savings, provided that in the last economic year they certify that they meet any of the following requirements:

The balance of financial assets at the close must be greater than US$ 100,000,000 (one hundred million US dollars).
The number of transactions conducted in the stock market for public offering securities during the fiscal year must be greater than 300.
The annual amount traded in the aforementioned securities must be greater than US$ 300,000,000 (three hundred million US dollars).

Pension savings fund administrators, investment fund administrators, financial trustees, the administrator of the social security trust, and the Bank Savings Protection Corporation may only make investments as specialized investors for the investment funds, trusts, and guarantee funds they administer.

Specialized investors must request prior authorization from the Superintendency of Financial Services, in accordance with what is established by Article 93 of Law No. 18.627 of December 2, 2009, for which purposes they must present the following information and documentation:
a. Company name, indicating legal name, trade name if applicable, real and registered domicile, registration number in the Single Tax Registry of the General Directorate of Taxation and in the corresponding social security body, telephone, email address, and website. b. Notarized copy of the partnership agreement or bylaws, where applicable.
c. Identifying data of the legal representatives of the institution (full name, nationality, identity document, and domicile).
d. List of members of the Board or similar governing body, persons assigned to the direction of securities operations, and natural persons authorized to enter orders on their behalf. e. Documentation proving that they meet the requirements that determine the status of specialized investor. f. Note from the Stock Exchange indicating their acceptance as specialized investors, conditioned on the express authorization of the Superintendency of Financial Services, attaching a copy of the valuation performed by the respective exchange for the purposes of its acceptance. If the acceptance of the Exchange is to operate in the foreign exchange market exclusively, this must be indicated. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

g. Proof that persons assigned to the direction of securities operations and natural persons authorized to enter orders on their behalf have the training required in Article 214. For this purpose, they must present the curriculum vitae, which must include a detail of the level of education, training courses, and work experience, accompanied by the information and documentation that allows verification of the provided background. h. Detailed description of the organizational and IT structure and of the procedures established to carry out securities operations in the context of a stock exchange as a specialized investor, including an organizational chart that defines, among others, the levels of management, decision-making, execution, and control. Positions and functions must be defined.
i. Description of the internal control system to be implemented for the purpose of operating in the context of a stock exchange as a specialized investor.

No application will be processed if it is not accompanied by all the documentation required by the preceding letters a. to i.

Information already in the possession of the Superintendency of Financial Services does not need to be presented again.

If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.

The Superintendency of Financial Services will keep a Registry of specialized investors authorized to act in the various stock exchanges.

When, at the close of the economic year, none of the conditions determining the status of specialized investor are met, the same will be lost and the institution will be removed from the aforementioned Registry.

The Central Bank of Uruguay and stock exchanges are also considered specialized investors, as well as entities authorized by Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

said Bank to participate in the foreign exchange market, which may only operate in said market.

For the purposes of incorporation in the Registry of specialized investors, stock exchanges and entities authorized by the Central Bank of Uruguay to participate in the foreign exchange market must request registration in the aforementioned Registry, for which purposes they must present the documentation referred to in letter f.

REPLACE in Chapter I BIS - AUTHORIZATION TO OPERATE, of Title III - STOCK EXCHANGES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 55 and 55.1 with the following:

ARTICLE 55 (MINIMUM REQUIRED INFORMATION).
For the purposes of the application for authorization to operate, stock exchanges must present the following information and documentation:
a. Company name, indicating legal name and trade name if applicable, real and registered domicile, registration number in the Single Tax Registry of the General Directorate of Taxation and in the corresponding social security body, telephone, email address, and website. b. Notarized copy of the bylaws.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile).
d. List of shareholders and persons exercising effective control of the group, identifying data, capital to be contributed and percentage of participation, accompanied by the information requested in Article 55.1. e. List of senior management, according to the definition established in Article 143, accompanied by the information requested in Article 55.2. f. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the stock exchange, as well as detail of their websites, if any. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

g. Financial statements at the close of the month prior to the date of the application for authorization, prepared in accordance with adequate accounting standards in Uruguay, with a compilation report, duly signed and with the corresponding professional stamps. h. Sworn declaration of the legitimate origin of the capital in the terms of Article 277.2.
i. Pre-operational analysis, which must contain the feasibility studies carried out including, among other elements, the projected organizational structure, detailing the material (especially equipment and IT systems) and personal resources necessary for the fulfillment of its objectives.
j. Description of the services to be outsourced that are essential for the company to enter operation. When it comes to services provided by third parties located outside the country or in the country, but the service is provided wholly or partially in or from abroad, the information and documentation provided in Article 58.1.1 must be presented. k. Notarized copy of the Minutes of the meeting of the competent body that approved the corresponding Regulations, containing the complete text of the same.

If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.

ARTICLE 55.1 (INFORMATION ON SHAREHOLDERS).
At the time of applying for authorization to operate, stock exchanges must inform the name of their direct shareholders and persons exercising effective control, attaching the following information and documentation:
I. Natural persons: the information required by Article 55.2.
II. Legal persons:
a. Notarized copy of the bylaws. b. When it comes to foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, explicitly stating Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company. b.2. Certificate issued by the competent authority of the country of origin or notarial certificate proving that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such societies to participate as partners, founders, or shareholders of other societies constituted or to be constituted in the country or abroad.
c. Annual report and financial statements corresponding to the last closed economic year, with external audit opinion.
d. Risk rating granted by a rating agency, if it has one. e. List of shareholders and identifying data, accompanied by sworn declaration of the legitimate origin of the contributed capital in the terms of Article 277.2, detailing the chain of shareholders up to identifying the legal entity exercising effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are societies whose shares are bearer shares and transferable by simple delivery. f. Documentation proving compliance with items 1) to 10) of Article 54.1, as applicable.

If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.

REPLACE in Chapter II - AUTHORIZATION AND CONTENT OF REGULATIONS, MANUALS AND INSTRUCTIONS, of Title III - STOCK EXCHANGES of Book I - AUTHORIZATIONS AND REGISTERS, Article 56 with the following:

ARTICLE 56 (AUTHORIZATION OF REGULATIONS).
The regulations and any other internal norms adopted by stock exchanges, as well as modifications to them, must be authorized previously by the Superintendency of Financial Services, for which purposes, they must present the application accompanied by a Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

notarized copy of the Minutes of the meeting of the competent body that approved them, containing the complete text of the same.

The Superintendency of Financial Services may require changes in the regulations or in the internal norms of stock exchanges for their adaptation to the dynamics of the market, in order to contribute to the development of an equitable, competitive, orderly, and transparent market, which provides maximum guarantees in terms of investor protection.

Manuals or instructions that refer to or regulate procedural aspects, linked to operations or trading systems already contemplated in the operating regulations (for example: hours, communication systems, documentation) will not require prior approval, being sufficient their communication to the Superintendency of Financial Services, which will have a period of 10 (ten) business days to formulate observations.

REPLACE in Chapter II BIS - ISSUANCE AND TRANSFER OF SHARES OR PROVISIONAL SHARE CERTIFICATES, of Title III - STOCK EXCHANGES of Book I - AUTHORIZATIONS AND REGISTERS, Article 57.1 with the following:

ARTICLE 57.1 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL CERTIFICATES).
Stock exchanges must request prior authorization from the Superintendency of Financial Services to issue or transfer shares or provisional certificates, when they are organized as anonymous companies.

In analyzing applications for the transfer of social control, what is provided in Article 54.1 will be taken into consideration.

The application must be submitted providing the following information:

Notarized copy of the minutes of the meeting of the corporate body that resolves to issue shares or provisional certificates.
When it comes to an issuance or transfer to a new shareholder:
a. Amount of capital to be contributed or paid by the new shareholder. b. Information on direct shareholders and persons exercising effective control of the company, required by Article 55.1.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

c. The sworn declaration of the legitimate origin of the capital, in the terms of Article 277.2.
3. When it comes to an issuance or transfer to someone who already holds the status of shareholder:
a. Amount of capital to be contributed or paid by the shareholder. b. The sworn declaration of the legitimate origin of the capital, in the terms of Article 277.2.

If the authorized issuance or transfer of shares is not effected within 90 (ninety) calendar days counted from the date of notification, the corresponding authorization will automatically expire.

Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the capital of the company are authorized, and must inform in the terms provided by Articles 275.1 and 277.2, as applicable to a capitalization of equity items or to new contributions by shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized.

In cases where the shareholder obtains in total a participation less than 15% (fifteen percent) of the share capital and provided that control or significant influence is not configured, as provided in adequate accounting standards for commercial companies, prior notice to the Superintendency of Financial Services will be sufficient, understanding that authorization is conferred if no objections are formulated within 10 (ten) business days following. In the aforementioned notice, the information required in this article must be supplied.

In all cases, the effectuation of the respective issuances or transfers must be reported to the Superintendency of Financial Services, within 10 (ten) business days following the date of occurrence.

In the case of death of a shareholder, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:
a. Testimonial of the death certificate. b. Notarial certificate detailing persons with hereditary rights.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

For the purposes of granting non-objection, the Superintendency of Financial Services will evaluate whether the new shareholder(s) meet the required standards.

In this sense, the initiation of the succession process must be proven and the information of the presumed heirs required by the regulations for shareholders must be presented, within a period of 90 (ninety) days following the date of the death.

Once the succession process is finalized, a notarized copy of the Certificate of Results of the Succession Proceedings must be presented, within a period of 10 (ten) business days, and if there are variations regarding the persons with hereditary rights previously reported, the corresponding information must be presented.

REPLACE in Chapter IV - CESSATION OF ACTIVITIES, of Title III - STOCK EXCHANGES of Book I - AUTHORIZATIONS AND REGISTERS, Article 59 with the following:

ARTICLE 59 (APPLICATION FOR WITHDRAWAL OF AUTHORIZATION TO OPERATE).
The decision to cease activities of stock exchanges must be reported to the Superintendency of Financial Services within 5 (five) business days of adoption, and with a minimum advance notice of 15 (fifteen) business days, attaching a notarized copy of the minutes of the meeting of the corporate body that resolved the cessation of activities as a stock exchange, in which the date of cessation and the reasons that led to such determination must be recorded.

The projected date of cessation of activities must be set taking into account that all transactions that have been concluded are settled by that date.

Likewise, the place and person who - during the period established in Article 255.7 - will be responsible for the safeguarding of the information and documentation referred to in Articles 255.2 and 255.3 must be informed, and the minimum requirements for safeguarding established in Article 255.6 must be met. The designated person must ensure that all information and documentation will be available in time, form, and conditions to be processed when so required by the Superintendency of Financial Services, immediately informing the latter of any circumstance that might prevent them from fulfilling that duty in the future. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

From the date of cessation of activities, and having complied with the presentation of the information indicated above, the stock exchange will be exempt from presenting the periodic information indicated in Article 275 for periods subsequent to that date. Notwithstanding this, it must comply with the presentation of periodic information corresponding to periods finalized prior to the date of cessation.

For the withdrawal of the authorization to operate, the following information must also be presented:
a. Certificate of having initiated the liquidation process of the company before the relevant state bodies, or in the case of commercial companies that will engage in other activities, certificate that the process of reforming the bylaws has been initiated for the purpose of modifying the name and corporate object, and other corresponding procedures. b. Individual financial statements at the date of cessation of activities, accompanied by a compilation report, duly signed and with the corresponding professional stamps.
c. Report from legal advisors indicating the existence or not of pending litigation or contingencies at the date of cessation of activities.
d. External Auditor's Report indicating that the stock exchange does not hold at the date of cessation of activities - money or public or private offering securities in custody that belong to its members or third parties, and that it has informed them of the data of the institution to which the balances and custodies have been transferred.

If deemed necessary, the Superintendency of Financial Services may require additional information to that indicated above.

REPLACE in Chapter II - AUTHORIZATION TO OPERATE, of Title III BIS - COMPANIES ADMINISTRATING COLLECTIVE FINANCING PLATFORMS of Book I - AUTHORIZATIONS AND REGISTERS, Articles 59.9 and 59.10 with the following:

ARTICLE 59.9 (MINIMUM REQUIRED INFORMATION).
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

For the purposes of applying for authorization to operate, companies administering collective financing platforms must present the following information and documentation:
a. Company name, indicating legal name and trade name if applicable, real and registered domicile, telephone, email address, and website, registration number in the Single Tax Registry of the General Directorate of Taxation and in the corresponding social security body. b. Notarized copy of the bylaws.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile).
d. List of shareholders and persons exercising effective control of the group, identifying data, capital to be contributed and percentage of participation, indicating domicile, identity document or registration number in the Single Tax Registry of the General Directorate of Taxation or similar for non-residents, accompanied by the information requested in Article 59.10. e. List of senior management, according to the definition established in Article 143, accompanied by the information requested in Article 59.11. f. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the company administering collective financing platforms, as well as detail of their websites, if any. g. Financial statements at the close of the month prior to the date of the application for authorization, prepared in accordance with adequate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps. h. Manual of the integrated system to prevent being used in money laundering and terrorist financing, designation of the compliance officer, and Code of Conduct in the terms established in Book III.
i. Sworn declaration of the legitimate origin of the capital, in the terms of Article 282.13.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

j. Contract models for the binding agreement between collective financing platform administrators, issuers, and investors.

k. Pre-operational analysis, which must contain the feasibility studies carried out, including, among other elements, the business model and the projected organizational structure, detailing the material and personal means necessary to achieve its objectives.

l. Detailed description of the functioning of the platform that will be used for operations, including the specifications of the systems that will be used to provide the services.

m. Description of the services to be outsourced that are essential for the company to enter into operation. When the services are provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation established in Article 59.19 must be presented.

n. Code of Good Practices to be adopted by the collective financing platform administrator, in accordance with Article 208.3.

o. Code of Ethics to be adopted by the collective financing platform administrator, in accordance with Article 252.

p. Certified copy of the Minutes of the meeting of the competent body that approved the corresponding Regulations, containing the complete text of the same, which must comply with Article 59.15.

q. The constitution of real guarantees in favor of the Central Bank of Uruguay, for any obligations it might assume with said Body or with third parties in the exercise of its activity, as referred to in Article 146.1, as well as a deposit with the Central Bank of Uruguay under the terms of Article 146.2.

r. Description of the corporate governance practices detailed in Article 146.4.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

In case it deems it necessary, the Financial Services Superintendence may request additional information to that indicated above.

It will not be necessary to present that information that is already in the possession of the Financial Services Superintendence.

ARTICLE 59.10 (INFORMATION ON SHAREHOLDERS).

When requesting authorization to operate, collective financing platform administrators must inform the name of their direct shareholders and the persons who exercise effective control, attaching the following information and documentation:

I. Natural persons: the information required by Article 59.11.

II. Legal persons:

a. Certified copy of the bylaws.

b. When referring to foreign institutions:

b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, explicitly stating the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company.

b.2. Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such societies to participate as partners, founders, or shareholders of other societies constituted or to be constituted in the country or abroad.

c. Annual report and financial statements corresponding to the last closed economic year, with external audit opinion.

d. Risk rating granted by a rating company, if it has one.

e. List of shareholders, accompanied by a sworn declaration of the legitimate origin of the capital contributed under the terms of Article 277.2, detailing the chain of shareholders up to identifying the legal subject who exercises effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are societies whose shares are bearer shares and transferable by simple delivery.

f. Documentation accrediting compliance with what is established in Article 59.8, as applicable.

The presentation of the information detailed in literals II.a to II.e above will not be required in cases where the shareholders belong to the public sector or to financial intermediation institutions controlled by the Central Bank of Uruguay.

In case it deems it necessary, the Financial Services Superintendence may request additional information to that indicated above.

REPLACE in Chapter III - AUTHORIZATION AND CONTENT OF REGULATIONS, MANUALS AND INSTRUCTIONS, of Title III BIS - COLLECTIVE FINANCING PLATFORM ADMINISTRATORS of Book I - AUTHORIZATIONS AND REGISTERS, Article 59.14 with the following:

ARTICLE 59.14 (AUTHORIZATION OF REGULATIONS).

The regulations and any other internal norms adopted by collective financing platform administrators, as well as modifications to them, must be previously authorized by the Financial Services Superintendence, for which purposes, the request must be presented accompanied by a certified copy of the Minutes of the meeting of the competent body that approved them, containing the complete text of the same.

The Financial Services Superintendence may require changes in the regulations or in the internal norms of collective financing platform administrators to adapt them to market dynamics, in order to contribute to the development of an equitable, competitive, orderly, and transparent market, which provides maximum guarantees in terms of investor protection.

Manuals or instructions that refer to or regulate procedural aspects, linked to operations or trading systems already contemplated in the operating regulations (for example: hours, communication systems, documentation) will not require prior approval, being sufficient to communicate them to the Financial Services Superintendence, which will have a period of 10 (ten) business days to formulate observations.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

REPLACE in Chapter IV - ISSUANCE AND TRANSFER OF SHARES OR PROVISIONAL SHARE CERTIFICATES, of Title III BIS - COLLECTIVE FINANCING PLATFORM ADMINISTRATORS of Book I - AUTHORIZATIONS AND REGISTERS, Article 59.16 with the following:

ARTICLE 59.16 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL SHARE CERTIFICATES).

Collective financing platform administrators must request prior authorization from the Financial Services Superintendence to issue or transfer shares or provisional certificates.

When analyzing requests for the transfer of social control, what is established in Article 59.8 will be taken into consideration.

The request must be presented supplying the following information:

Certified copy of the minutes of the social body meeting that resolves to issue shares or provisional certificates.
When referring to an issuance or transfer to a new shareholder:

a. Amount of capital to be contributed or paid by the new shareholder.

b. Information on direct shareholders and persons who exercise effective control of the company, required by Article 59.10.

c. The sworn declaration of the legitimate origin of the capital, under the terms of Article 282.13.

When referring to an issuance or transfer to someone who already holds the status of shareholder:

a. Amount of capital to be contributed or paid by the shareholder.

b. The sworn declaration of the legitimate origin of the capital, under the terms of Article 282.13.

If the authorized issuance or transfer of shares is not carried out within 90 (ninety) calendar days counted from the date of notification, the corresponding authorization will automatically lose validity.

Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the company's capital are authorized, and must inform under the terms established by Articles 282.5 and 282.6, as applicable to a capitalization of equity items or to new contributions by shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized.

In cases where the shareholder obtains in its entirety a participation of less than 15% (fifteen percent) of the social capital and provided that control or significant influence is not configured, as provided in the appropriate accounting standards for commercial societies, prior notice to the Financial Services Superintendence will be sufficient, understanding that authorization is conferred if no objections are raised within 10 (ten) business days following. In said notice, the information required in this article must be supplied.

In all cases, the carrying out of the respective issuances or transfers must be reported to the Financial Services Superintendence within 10 (ten) business days following the date of occurrence.

In the event of the death of a shareholder, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:

a. Testimony of the death certificate.

b. Notarial certificate detailing the persons with hereditary rights.

For the purpose of granting non-objection, the Financial Services Superintendence will evaluate whether the new shareholder(s) meet the required requirements.

In this regard, the initiation of the succession process must be accredited and the information on the presumed heirs required by the regulations for shareholders must be presented, within a period of 90 (ninety) days following the date of the death.

Once the succession process is finalized, a certified copy of the Certificate of Results of the Autos of the Succession must be presented within a period of 10 (ten) business days, and in case of variations regarding the persons with hereditary rights previously informed, the corresponding information must be presented.

REPLACE in Chapter VII - CESSATION OF ACTIVITIES, of Title III BIS - COLLECTIVE FINANCING PLATFORM ADMINISTRATORS of Book I - AUTHORIZATIONS AND REGISTERS, Article 59.23 with the following:

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 59.23 (REQUEST FOR WITHDRAWAL OF AUTHORIZATION TO OPERATE).

The decision to cease activities of collective financing platform administrators must be reported to the Financial Services Superintendence within 5 (five) business days of adoption, and with a minimum advance notice of 15 (fifteen) business days, attaching a certified copy of the minutes of the social body meeting that resolved the cessation of activities, in which the date of cessation and the reasons that led to such determination must be recorded.

The projected date of cessation of activities must be set taking into account that all operations that have been contracted are settled by that date.

Likewise, the place and person who - during the period established in Article 255.7 - will be responsible for the safeguarding of the information and documentation referred to in Articles 255.2 and 255.3 must be informed, complying with the minimum requirements for safeguarding established in Article 255.6. The designated person must ensure that all information and documentation will be available in time, form, and conditions to be processed when required by the Financial Services Superintendence, immediately informing it of any circumstance that might prevent them from fulfilling that task in the future.

From the date of cessation of activities, having complied with the presentation of the information indicated above and to the extent that it does not maintain client funds, the collective financing platform administrator will be exempt from the presentation of the periodic information indicated in Article 282.4 for periods subsequent to that date. Nevertheless, it must comply with the presentation of the periodic information corresponding to periods finalized prior to the date of cessation.

For the withdrawal of the authorization to operate, the following information must also be presented:

a. Certificate of having initiated the liquidation procedure of the society before the relevant state bodies, or in the case of commercial societies that will dedicate themselves to other activities, certificate that the process of reform of the bylaws has been initiated to modify the name and corporate object, and other corresponding procedures.

b. Individual financial statements as of the date of cessation of activities, accompanied by a compilation report, duly signed and with the corresponding professional stamps.

c. Report from legal advisors indicating the existence or not of pending litigation or contingencies as of the date of cessation of activities.

d. External Auditor's Report indicating that the collective financing platform administrator does not hold - as of the date of cessation of activities - client funds and that it has informed its clients of the data of the institution to which the balances have been transferred.

e. Documentation accrediting that the collective financing platform administrator has complied with all obligations linked to its activity.

In case it deems it necessary, the Financial Services Superintendence may request additional information to that indicated above.

REPLACE in Chapter II - AUTHORIZATION TO OPERATE, of Title IV - SECURITIES INTERMEDIARIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 64 and 64.1 with the following:

ARTICLE 64 (MINIMUM INFORMATION REQUIRED).

For the purpose of the request for authorization to operate, securities intermediaries must present the following information and documentation:

a. Name of the company, indicating legal name and trade name if applicable, real and constituted domicile, telephone, email address, and website, registration number in the Single Tax Register of the General Directorate of Taxation and in the corresponding social security body.

b. Certified copy of the partnership agreement or bylaws.

c. Identification data of the legal representatives of the company (full name, nationality, identity document, and domicile).

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

d. List of partners or shareholders and persons who exercise effective control of the group, indicating complete filiation data, private domicile, identity document number, capital to be contributed, and percentage of participation, accompanied by the information requested in Article 64.1.

e. List of senior personnel, according to the definition established in Article 143, accompanied by the information requested in Article 64.2. This will include the managers of the stockbroker if applicable and the personnel assigned to client advice.

f. List of the members of the economic group to which the company belongs, according to the definition established in Article 142, including a description of the activities developed by them, operational and commercial links with the securities intermediary, as well as a detail of their websites, if any.

g. Financial statements as of the close of the month prior to the date of the authorization request, prepared in accordance with appropriate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps.

h. Sworn declaration with notarized certification of the signature of the holder of the legitimate origin of the capital, under the terms of Article 298, accompanied by supporting documentation, manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, designation of the compliance officer, and code of conduct under the terms established in Book III.

i. In the case of a stockbroker, a note from the Stock Exchange indicating its acceptance as a member of the same.

j. Accreditation that the managers, executives, and personnel of the intermediary have the training required in Article 214.

k. Business plan, which must include, at minimum:

k.1 Description of the evaluation carried out to request installation in the Uruguayan jurisdiction with indication of the considerations taken, accompanied by market studies and economic-financial feasibility studies, if any.

k.2 Detailed description of the operations to be developed and the operational platforms that will be used. It will be specified whether the platforms are national or foreign, and in the latter case, the following information will be presented:

Control body of such platforms
Operational and security control procedures available
Contract models to be signed with the owners of said platforms

k.3 Description of the client profile to whom the operations will be oriented, indicating if they will be:

Residents or non-residents,
Natural or legal persons,
High-volume investors or retail.

k.4 Declaration of whether it will act on its own account or on behalf of others, or both.

k.5 Products and services to be offered, detailing the financial instruments with which it will operate (national, foreign, fixed income, variable, or mixed, derivatives, etc.).

k.6 Complete identification of the communication and distribution channels of the services to be offered (sales points, internet, social networks, others).

k.7 Detail of the national or foreign counterparty institutions with which it will operate (banking institutions, agents, brokers, custodians, etc.).

k.8 Initial capital and projected cash flow for a period of 3 (three) years with opening of basic concepts of income and operating expenses, accompanied by the minimum criteria and assumptions used for its elaboration.

l. Models of contracts and powers of administration to be signed with clients.

m. Description of the services to be outsourced that are essential for the company to enter into operation. When the services are provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation established in Article 67.1.1 must be presented.

n. Days and hours in which public attention will be provided in the premises.

o. Code of Good Practices to be adopted by the securities intermediary, in accordance with Article 208.4.

p. Code of Ethics to be adopted by the securities intermediary, in accordance with Article 252.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

q. Detailed description of the organizational and IT structure and of the procedures established to carry out its securities intermediation activities, including an organizational chart in which, among others, the levels of direction, decision, execution, and control are defined, both for commercial and operational and information processing activities, considering what is established in Article 147. Positions and functions must be defined.

r. Description of the internal control system to be implemented, considering what is established in Article 147.

s. Description of the policies and procedures established for the management of the capital required based on its operations, under the terms of Article 148.

t. The constitution of real guarantees in favor of the Central Bank of Uruguay, for any obligations it might assume with said Body or with third parties in the exercise of its activity, as referred to in Article 149, as well as a deposit with the Central Bank of Uruguay under the terms of Article 150.

No request will be processed if it is not accompanied by all the documentation required by literals a. to s. above. To grant the authorization, compliance with literal t. above must be accredited.

In case it deems it necessary, the Financial Services Superintendence may request additional information to that indicated above.

ARTICLE 64.1 (INFORMATION ON PARTNERS OR SHAREHOLDERS).

When requesting authorization to operate, securities intermediaries must inform the name of their direct partners or shareholders and persons who exercise effective control of the company, attaching the following information and documentation:

I. Natural persons: the information required by Article 64.2.

II. Legal persons:

a. - Certified copy of the partnership agreement or bylaws.

Detail of the corporate object and the legislation regulating it.
Brief description of the activities developed by the company since its constitution.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Detailed description of its main activity.
b. When it comes to foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company. b.2. Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders, or shareholders of other companies constituted or to be constituted in the country or abroad. In said certificate, the tax or registry number of the foreign legal entity must appear.
c. Original duly signed or authenticated copy of the annual report and financial statements corresponding to the last closed economic year, with external auditor's opinion.
d. Risk rating granted by a rating agency, if it has one. e. List of shareholders, accompanied by the sworn declaration of the legitimate origin of the capital contributed in the terms of article 298, detailing the chain of shareholders up to identifying the legal subject that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are companies whose shares are bearer shares. f. Original duly signed or authenticated copy of the Trustee's report corresponding to the last balance sheet, if it exists. g. Documentation accrediting compliance with items 1) to 10) of article 63, as applicable. If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

REPLACE in Chapter III - ISSUANCE AND TRANSFER OF SHARES, of Title IV - SECURITIES INTERMEDIARIES of Book I - AUTHORIZATIONS AND REGISTERS, article 67 with the following:
ARTICLE 67 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL SHARE CERTIFICATES OR SOCIAL QUOTAS).
Securities intermediaries must request prior authorization from the Superintendency of Financial Services to issue or transfer shares or provisional certificates, when organized as anonymous companies; or to carry out the assignment of social quotas, when organized as personal companies. In analyzing these requests, the resolutions of the aforementioned Superintendency will be based on reasons of legality, opportunity, and convenience, considering for the transfer of social control what is provided in article 63. The request must be submitted providing the following information:
Authenticated copy of the minutes of the meeting of the social body that resolves to issue shares or provisional certificates or transfer social parts.
When it comes to an issuance or transfer to a new shareholder or partner:
a. Amount of capital to be contributed or paid by the new shareholder or partner. b. Information on direct partners or shareholders and persons exercising control of the company, required by article 64.1.
c. The sworn declaration of the legitimate origin of the capital, in the terms of article 298.
When it comes to an issuance or transfer to someone who already holds the status of shareholder or partner:
a. Amount of capital to be contributed or paid by the shareholder or partner. b. The sworn declaration of the legitimate origin of the capital, in the terms of article 298.
If the authorized issuance or transfer of shares or social quotas is not effected within 90 (ninety) calendar days, counted from the date of notification, the corresponding authorization will automatically lose validity.
Those issuances of shares, provisional certificates, or social quotas that do not modify the participation of each Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

one of the partners or shareholders in the company's capital are authorized, and must inform in the terms established by articles 292.1 or 298, as applicable to a capitalization of equity items or to new contributions by partners or shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized. In cases where the shareholder obtains in total a participation of less than 15% (fifteen percent) of the social capital and provided that control or significant influence is not configured, as provided in the appropriate accounting standards for commercial companies, prior notice to the Superintendency of Financial Services will be sufficient, understanding that the authorization is granted if no objections are raised within 10 (ten) business days following. In said notice, the information required in this article must be supplied. In all cases, the effectuation of the respective issuances or transfers will be reported to the Superintendency of Financial Services, within 10 (ten) business days following the date of occurrence. In the event of the death of a shareholder or partner, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:
a. Testimony of the death certificate. b. Notarial certificate detailing persons with hereditary rights.
For the purpose of granting non-objection, the Superintendency of Financial Services will evaluate whether the new shareholder(s) or partner(s) meet the required requirements. In this regard, the initiation of the succession process must be accredited and the information on the presumed heirs required by the regulations for partners or shareholders must be presented, within a period of 90 (ninety) days following the date of the death. Once the succession process is finalized, an authenticated copy of the certificate of Results of Autos of the Succession must be presented, within a period of 10 (ten) business days, and in case of any variations regarding the persons with hereditary rights previously informed, the corresponding information must be presented.
19. REPLACE in Chapter IV - WITHDRAWAL OF AUTHORIZATION TO OPERATE, of Title IV - SECURITIES INTERMEDIARIES of Book I - AUTHORIZATIONS AND REGISTERS, article 68 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 68 (REQUEST FOR WITHDRAWAL OF AUTHORIZATION TO OPERATE).
The decision to cease activities by securities intermediaries must be reported to the Superintendency of Financial Services with a 15 (fifteen) business day advance notice, attaching an authenticated copy of the minutes of the meeting of the social body that resolved the cessation of activities as a securities intermediary, in which the date of cessation and the reasons that led to such determination must appear. Likewise, the place and person who - during the period established in article 255.7 - will be responsible for the safeguarding of the information and documentation referred to in articles 255.2 and 255.3, must be informed, and the minimum requirements for safeguarding established in article 255.6 must be met. The designated person must ensure that all information and documentation will be available in time, form, and conditions to be processed as required by the Superintendency of Financial Services, immediately informing it of any circumstance that might prevent them from fulfilling that task in the future. From the date of cessation of activities, and having complied with the presentation of the information indicated above, to the extent that the securities intermediary does not maintain client funds or securities, it will be exempt from presenting periodic information for periods subsequent to that date. Nevertheless, it must comply with the presentation of periodic information corresponding to periods finalized prior to the date of cessation. For the withdrawal of the authorization to operate, the following information must also be presented:
a. In the case of a stockbroker, a note from the Stock Exchange indicating its acceptance of the resignation as a member thereof. b. Certificate of having initiated the liquidation procedure of the company before the relevant state bodies, or in the case of commercial companies that will dedicate themselves to other activities, certificate that the process of reform of the social contract or statutes has been initiated for the purpose of modifying the name and corporate object, and other corresponding procedures.
c. Individual financial statements as of the date of cessation of activities, accompanied by a compilation report, duly signed and with the corresponding professional stamps.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

d. Report from legal advisors indicating the existence or non-existence of pending litigation or contingencies as of the date of cessation of activities. e. Report from external auditor regarding the return of client funds and securities of the intermediary. In said report, it must be indicated that the intermediary does not maintain custody of funds or public or private offering securities belonging to its clients, verifying that they were correctly returned in accordance with their instructions and that the intermediary has informed the referred clients of the data of the institution to which they have been transferred. Once the information and documentation mentioned in the previous points are presented, to the satisfaction of the Superintendency of Financial Services, the guarantee and deposit constituted by the intermediary will be returned, in accordance with what is provided by articles 149 and 150. To this end, intermediaries must provide the account number and the financial institution to which the corresponding transfer should be made. If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.
20. REPLACE in Section I - AUTHORIZATION TO OPERATE, of Chapter I - INVESTMENT FUND ADMINISTRATOR COMPANIES, of Title V - INVESTMENT FUND ADMINISTRATOR COMPANIES - INVESTMENT FUNDS - FOREIGN INVESTMENT FUNDS of Book I - AUTHORIZATIONS AND REGISTERS, articles 72 and 72.1 with the following:
ARTICLE 72 (MINIMUM INFORMATION REQUIRED).
For the purpose of the request for authorization to operate, investment fund administrator companies must present the following information and documentation:
a. Company name, trade name and fictitious name if applicable, real and constituted domicile, telephone, email address and website, registration number in the Single Tax Register of the General Directorate of Taxation and in the corresponding social security body. b. Authenticated copy of the statutes. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile).
d. List of shareholders, capital to be contributed, and percentage of participation, accompanied by the information requested in article 72.1. e. List of senior management, according to the definition established in article 143, accompanied by the information requested in article 72.2. f. List of the members of the economic group to which the company belongs, according to the definition established in article 142, including description of the activities developed by them, operational and commercial links with the investment fund administrator company, as well as detail of their websites, if any. g. Financial statements as of the close of the month prior to the date of the authorization request, formulated in accordance with appropriate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps. h. Information on its organizational infrastructure, detailing the material and personal means that will be affected for the performance of their functions, and to carry out the permanent monitoring and valuation of the assets they administer.
i. Description of services to be outsourced that are essential for the company to enter operation. When it comes to services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation established in article 76.2.1 must be presented.
j. Sworn declaration of the legitimate origin of the capital in the terms of article 325.2, manual of the integral system to prevent being used in money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, designation of the Compliance Officer, and Code of Conduct in the terms established in this Compilation. k. Having constituted the real guarantee established in article 152 of this Compilation. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

No request will be processed if it is not accompanied by all the documentation required by letters a. to j. above. To grant the authorization, compliance with the preceding letter k. must be accredited.
If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.
ARTICLE 72.1 (INFORMATION ON SHAREHOLDERS).
At the time of requesting authorization to operate, investment fund administrator companies must inform the name of their direct shareholders and the persons exercising effective control, attaching the following information and documentation:
I. Natural persons: the information required by article 72.2.
II. Legal persons:
a. - Authenticated copy of the social contract or statutes.

Detail of the company's object and the legislation regulating it.
Brief description of the activities developed by the company since its constitution.
Detailed description of its main activity.
b. When it comes to foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company. b.2. Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders, or shareholders of other companies constituted or to be constituted in the country or abroad.
c. Annual report and financial statements corresponding to the last closed economic year, with external auditor's opinion.
d. Risk rating granted by a rating agency, if it has one.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

e. List of shareholders and identifying data, accompanied by sworn declaration of the legitimate origin of the capital in the terms of article 325.2, detailing the chain of shareholders up to identifying the legal subject that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. f. Documentation accrediting compliance with items 1) to 10) of article 70, as applicable. The presentation of the information detailed in letters II. a. to II. e. above will not be required in cases where the shareholders belong to the public sector or to financial intermediation institutions controlled by the Central Bank of Uruguay. If deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.
21. REPLACE in Section III - ISSUANCE AND TRANSFER OF SHARES, of Chapter I - INVESTMENT FUND ADMINISTRATOR COMPANIES, of Title V - INVESTMENT FUND ADMINISTRATOR COMPANIES - INVESTMENT FUNDS - FOREIGN INVESTMENT FUNDS of Book I - AUTHORIZATIONS AND REGISTERS, article 77 with the following:
ARTICLE 77 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL CERTIFICATES).
Investment fund administrator companies must request prior authorization from the Superintendency of Financial Services to issue or transfer shares or provisional certificates. Both shares and provisional certificates must be registered.
In analyzing the requests for the transfer of social control, what is provided in article 70 will be taken into account.
The request must be submitted providing the following information:

Authenticated copy of the resolution adopted by the shareholders' meeting by which it resolves to issue shares or provisional certificates.
When it comes to an issuance or transfer to a new shareholder:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

a. Amount of capital to be contributed or paid by the new shareholder. b. Information on direct shareholders and persons exercising effective control of the company, required by article 72.1.
c. The sworn declaration of the legitimate origin of the capital, in the terms of article 325.2.
3. When it comes to an issuance or transfer to someone who already holds the status of shareholder:
a. Amount of capital to be contributed or paid by the shareholder. b. The sworn declaration of the origin of the capital, in the terms of article 325.2.
If the authorized issuance or transfer of shares is not effected within 90 (ninety) calendar days, counted from the date of notification, the corresponding authorization will automatically lose validity.
Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the company's capital are authorized, and must inform in the terms established by articles 315.1 or 325.2, as applicable to a capitalization of equity items or to new contributions by shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized. In cases where the shareholder obtains in total a participation of less than 15% (fifteen percent) of the social capital and provided that control or significant influence is not configured, as provided in the appropriate accounting standards for commercial companies, prior notice to the Superintendency of Financial Services will be sufficient, understanding that the authorization is granted if no objections are raised within 10 (ten) business days following. In said notice, the information required in this article must be supplied. The transfer of endorsable preferred shares will be considered authorized provided that it complies with the provisions of Law No. 16.060 of September 4, 1989, and does not confer to its holders the right to vote in the general meetings or other control rights over the respective company. In all cases, the effectuation of the respective issuances or transfers will be reported to the Superintendency of Financial Services, within 10 (ten) business days following the date of occurrence. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

In the event of the death of a shareholder, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:
a. Testimony of the death certificate. b. Notarial certificate detailing persons with hereditary rights.
For the purpose of granting non-objection, the Superintendency of Financial Services will evaluate whether the new shareholder(s) meet the required requirements.
In this regard, the initiation of the succession process must be accredited and the information on the presumed heirs required by the regulations for shareholders must be presented, within a period of 90 (ninety) days following the date of the death. Once the succession process is finalized, an authenticated copy of the certificate of Results of Autos of the Succession must be presented, within a period of 10 (ten) business days, and in case of any variations regarding the persons with hereditary rights previously informed, the corresponding information must be presented.
22. REPLACE in Section IV - WITHDRAWAL OF AUTHORIZATION TO OPERATE, of Chapter I - INVESTMENT FUND ADMINISTRATOR COMPANIES, of Title V - INVESTMENT FUND ADMINISTRATOR COMPANIES - INVESTMENT FUNDS - FOREIGN INVESTMENT FUNDS of Book I - AUTHORIZATIONS AND REGISTERS, article 77.1 with the following:
ARTICLE 77.1 (REQUEST FOR WITHDRAWAL OF AUTHORIZATION TO OPERATE).
The decision to cease activities by investment fund administrator companies must be reported to the Superintendency of Financial Services with a 15 (fifteen) business day advance notice, attaching an authenticated copy of the resolution adopted by the Shareholders' Assembly, in which the date of closure and the reasons that led to such determination must appear. Likewise, the place and person who - during the period established in article 255.7 - will be responsible for the safeguarding of the information and documentation referred to in articles 255.2 and 255.3, must be informed, and the minimum requirements for safeguarding established in article 255.6 must be met. The designated person must ensure that all information and documentation will be available in time, Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

form and under conditions that allow it to be processed when required by the Superintendent of Financial Services, immediately informing the latter of any circumstance that might prevent it from fulfilling this duty in the future.

From the date of closure of activities, and having fulfilled the submission of the information indicated above, the investment fund administrator society will be exempt from submitting the information referred to in Article 314 for periods subsequent to that date. Nevertheless, it must comply with the submission of information corresponding to periods finalized prior to the closure date.

For the withdrawal of the authorization to operate, the following information must also be presented:
a. Certificate of having initiated the liquidation proceedings of the society before the relevant state bodies, or in the case of societies that will engage in other activities, a certificate that the process of reforming the social contract or statutes has been initiated to modify the name and corporate object, and other corresponding procedures. b. Individual accounting statements as of the closure date, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.
c. Report from legal advisors indicating the existence or non-existence of pending litigation or contingencies as of the closure date.
d. Proof that the society does not maintain investment funds in activity nor is it administering public or private financial trusts. e. External auditor's report indicating that the administrator does not hold in its possession - as of the closure date - money or public or private securities in custody that belong to its clients, and that it has informed them of the data of the institution to which the balances and custodies have been transferred.

Once the information and documentation mentioned in the preceding points have been presented to the satisfaction of the Superintendent of Financial Services, the return of the guarantee constituted by the society will proceed in accordance with Article 152. For these purposes, societies must provide the account number and the financial institution to which the corresponding transfer should be made.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

The Superintendent of Financial Services may request additional information to that previously indicated.

REPLACE in Chapter II - REGISTRATION OF GENERAL FIDUCIARIES, of Title VI - FIDUCIARIES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTERS, Articles 101, 101.1 and 102 with the following:

ARTICLE 101 (APPLICATION FOR REGISTRATION OF GENERAL FIDUCIARIES).

For the purpose of the application for registration in the Securities Market Register - Fiduciaries section, general fiduciaries must present the following information and documentation:

Natural persons:
a. The information required by Article 101.2. b. Registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body.
c. Documentation supporting the existence of civil liability insurance for potential damages from their professional activity or coverage mechanisms or guarantees for their professional performance, if applicable.
Legal entities:
a. Company name, indicating legal name and trade name if applicable, real and registered address, telephone, email address and website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body. b. Notarized copy of the social contract or statutes. Joint-stock companies must stipulate in their statutes that shares must necessarily be registered (physical or book-entry).
c. Identifying data of the legal representatives of the society (full name, nationality, identity document and address).
d. List of partners or shareholders, capital to be contributed and percentage of participation, accompanied by the information requested in Article 101.1.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

e. List of senior management according to the definition established in Article 143, accompanied by the information required in Article 101.2. f. List of members of the economic group to which the fiduciary belongs, according to the definition established in Article 142, including description of activities developed by them, operational and commercial links with the fiduciary, as well as detail of their websites, if any. g. Accounting statements corresponding to the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay, with external auditor's report, duly signed and with the corresponding professional stamps. h. Notarized copy of the minutes of the competent body of the society that decided its action as a Professional Fiduciary.
i. Documentation supporting the existence of civil liability insurance for potential damages from their professional activity or coverage mechanisms or guarantees for their professional performance, if applicable.
j. In the case of financial intermediation institutions, having finalized the authorization proceedings at the Superintendent of Financial Services.

If deemed necessary, the Superintendent of Financial Services may request additional information to that indicated above.

ARTICLE 101.1 (INFORMATION ON SHAREHOLDERS).

When applying for registration in the Register, general fiduciaries organized as a legal entity that are not financial intermediation institutions nor investment fund administrators, must inform the name of their direct partners or shareholders and of the persons exercising effective control, attaching the following information and documentation:

I. Natural persons: the information required by Article 101.2.
II. Legal entities:

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

a. Notarized copy of the social contract or statutes. b. When dealing with foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have jurisdiction over the shareholder society. b.2. Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder society is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such societies to participate as partners, founders or shareholders of other societies constituted or to be constituted in the country or abroad.
c. Report and accounting statements corresponding to the last closed economic year, with external auditor's report, duly signed and with the corresponding professional stamps.
d. Risk rating granted by a rating agency, if it has one. e. List of shareholders and identifying data, detailing the shareholder chain up to identifying the legal subject exercising effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are societies whose shares are bearer shares and transferable by simple delivery.

If deemed necessary, the Superintendent of Financial Services may request additional information to that indicated above.

ARTICLE 102 (APPLICATION FOR REGISTRATION OF OTHER GENERAL FIDUCIARIES).

For the purpose of the application for registration in the Securities Market Register - Professional Fiduciaries section - of those not included in Article 96, they must present - in addition to the requirements established in Article 101 - a sworn declaration attaching, when applicable, a notarized copy of the supporting documentation accrediting compliance with the following requirements:

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Natural persons:
a. Professional title with more than 3 (three) years of seniority, accrediting solid knowledge of administration and finance. b. Previous experience, acquired in the 5 (five) years prior to the application, in the administration of third-party accounts or assets.
c. Minimum infrastructure compatible with the volume and specificity of the professional activity to be carried out, detailing, at a minimum:
i. computer means (hardware and software) adequate to allow the processing of information handled in the trust administration independently from the rest of their professional activities.
ii. human resources to be used, who must accredit having completed formal studies in administration and finance, if applicable.
d. Civil Liability Insurance, Fidelity Insurance or constitution of a real guarantee in favor of the Central Bank of Uruguay, for potential obligations it might assume with said Bank or with third parties in the exercise of its activity, for an amount not less than UI 500,000 (five hundred thousand Indexed Units).

With respect to Civil Liability Insurance and Fidelity Insurance, the following requirements must be met:
i. remain valid throughout the duration of the Trust.
ii. have a validity of not less than 1 (one) year, except for exceptional situations previously authorized by the Central Bank of Uruguay.
iii. present to the Central Bank of Uruguay the proof of cash payment of the respective premium.
iv. present to the Central Bank of Uruguay the renewal of the insurance and the proof of payment of the corresponding premium, prior to its expiration.

The guarantee must be maintained at all times and consist of a pledge, expressed in Indexed Units, on a cash deposit constituted at the Central Bank of Uruguay. Said deposit will not accrue interest.

The constituted guarantee will be partially released when any of the causes for extinction of the administered Trusts are verified, in accordance with Article 33 of Law No. 17.703 of October 27, 2003, provided that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of its activity have been fulfilled.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

The constituted guarantee will be totally released when registration as a general fiduciary is not proceeded with, the application is withdrawn, or any of the causes for cessation of the fiduciary occur, in accordance with Article 22 of Law No. 17.703 of October 27, 2003. Its total release will also proceed when the communication from the Ministry of Education and Culture provided for in Article 3 of Decree No. 516/003 of December 11, 2003 is received, provided that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of its activity have been fulfilled.

The total or partial redemption of the amounts deposited as guarantee will be effected at the Indexed Unit quotation corresponding to the day on which it is carried out.

Legal entities:
a. Designate a person responsible for the fiduciary activity who, in addition to the requirements established in Article 101.2, verifies compliance with literals a. and b. of numeral 1. b. Verify the requirements established in literals c. and d. of numeral 1 above.
REPLACE in Chapter III - REGISTRATION OF FINANCIAL FIDUCIARIES, of Title VI - FIDUCIARIES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTERS, Article 104 with the following:

ARTICLE 104 (APPLICATION FOR REGISTRATION OF FINANCIAL FIDUCIARIES).

For the purpose of processing their registration, in addition to the requirements established for General Fiduciaries, Financial Fiduciaries must accredit compliance with the following requirements:
a. In the case of investment fund administrator societies, a notarized copy of the minutes of the competent body of the society that decided its action as a Professional Fiduciary. b. Maintain permanently a net worth not less than UI 2,500,000 (two million five hundred thousand Indexed Units).
c. Constitute a real guarantee in favor of the Central Bank of Uruguay, for potential obligations it might assume with said Bank or with

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

third parties in the exercise of its activity as a Fiduciary. Such guarantee must be maintained at all times and will be integrated by:
c.1 An initial guarantee of UI 2,500,000 (two million five hundred thousand Indexed Units) which may consist of:

Pledge on a cash deposit denominated in Indexed Units constituted at the Central Bank of Uruguay, or
Pledge on negotiable national public securities, deposited at the Central Bank of Uruguay. For these purposes, the securities will be computed at the daily quotation value established by the Central Bank of Uruguay.
c.2 An additional guarantee to be constituted prior to each issuance of 0.5% of the nominal value of the debt titles, participation certificates or mixed titles to be issued, up to reaching an amount equivalent to the Basic Patrimonial Responsibility required for Banks. In the case of issuance programs, said guarantee must be constituted prior to the issuance of each series.

The additional guarantee may consist of:

Pledge on a cash deposit, denominated in the currency of the issuance, constituted at the Central Bank of Uruguay,
Pledge on negotiable national public securities, denominated in the currency of the issuance, deposited at the Central Bank of Uruguay. For these purposes, the securities will be computed at the daily quotation value established by the Central Bank of Uruguay.

The constituted guarantee will be totally or partially released when any of the causes for extinction of the administered Trusts are verified, in accordance with Article 33 of Law No. 17.703 of October 27, 2003 or if the amounts issued and in circulation are reduced, provided that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of its activity as a Fiduciary have been fulfilled.

The constituted guarantee will be totally released when registration in the Securities Market Register is denied or the application is withdrawn or any of the causes for cessation of the Fiduciary occur, in accordance with Article 22 of Law No. 17.703 of October 27, 2003, provided that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of its activity have been fulfilled.

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d. Description of the services to be outsourced that are essential for the company's entry into operation. When dealing with services provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation provided for in Article 106.1 must be presented.

REPLACE in Section III - PUBLIC OFFERING OF FINANCIAL TRUSTS, of Chapter IV - REGISTRATION OF FINANCIAL TRUSTS, of Title VI - FIDUCIARIES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTERS, Articles 112, 113 and 115 with the following:

ARTICLE 112 (DOCUMENTATION).

For the purpose of proceeding with the public offering of the securities to be issued, the Fiduciary must present the public offering authorization request, attaching the following information and documentation:

i. Notarized copy of the resolutions of the competent body of the settlor by which the transfer of the trust assets and rights to the Trust is authorized.
ii. Notarized copy of the minutes of the meeting of the competent body of the Fiduciary that decided the issuance, its terms and conditions and the securities quotation.
iii. A copy of the draft offering prospectus prepared in accordance with Article 115.
iv. Model of the issuance document for the securities to be issued.
v. Original duly signed or notarized copy of all other contracts related to the trust and the issuance (contracts with the registrar entity, the paying agent, the representative of the security holders, etc.).
vi. In the case of contracts with entities representing security holders, sufficient information accrediting the financial and technical solvency of the contracted entity, as well as a sworn declaration indicating that the entity and those who will represent it in the fulfillment of this contract are not affected by the incompatibilities established in Article 13.5 to perform such function.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

vii. Risk rating report, issued by a rating agency registered in the Securities Market Register.
viii. Notarized copy of the guarantees granted, duly constituted according to their modality, if any.
ix. Documentation accrediting compliance with the real guarantee established in literal c of Article 104.

If deemed necessary, the Superintendent of Financial Services may request additional information to that indicated above for the purpose of proceeding with the registration of the security.

ARTICLE 113 (INFORMATION SUBSEQUENT TO REGISTRATION).

Once the securities to be issued are registered, the fiduciary will have a period of 60 (sixty) calendar days to carry out the corresponding issuance and the following information and documentation must be presented to the Superintendent of Financial Services:

a. At least 5 (five) business days prior to the first day of the issuance subscription:
i. Definitive offering prospectus, in accordance with the formalities provided for in current regulations, with a sworn declaration indicating that the definitive prospectus presented coincides with the draft prospectus approved by the Superintendent of Financial Services, which will be sent in digital format according to the instructions to be issued.
ii. Notarized copy of the constitutive document of the trust, with the certificate of registration in the Register of Personal Acts - Universalities Section - of the Ministry of Education and Culture.
b. The business day following the issuance: note indicating the issued amount.
c. Within 10 (ten) business days following the issuance: notarized copy of the issuance document.

If the issuance is not effected within the period provided for in this article counted from the date of the registration resolution, it will automatically become void.

ARTICLE 115 (OFFERING PROSPECTUS).

The draft offering prospectus must contain, at a minimum, the following information:

Cover including:

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

a. Identification of the trust, settlor, fiduciary and beneficiary. b. Designation of the series and program.
c. Nominal value of the issuance.
d. Identification of the entities participating in the issuance (registrar entity, paying agent, representative entity, etc.).

"Important Notice" clearly and prominently detailing what is provided for in Article 121.
The clauses established in Articles 116 and 120, prominently.
Summary of terms and conditions:
a. Characteristics of the program and series. b. Characteristics of the securities.
c. Identification of all agents participating in the Trust and the issuance.
d. Detailed description of the subscription, allocation, integration and issuance processes, including the commission regime provided for. e. Description of the functioning method and powers of the debt title and participation certificate holders' Assemblies, as provided for in Article 15. f. If the possibility is admitted for persons linked to the fiduciary - as title holders - to participate in the title holders' assemblies, this must be noted prominently. For these purposes, the definition of linked persons established in Article 122 must be taken into account. g. Summary of the trust contract. h. Summary of the auxiliary contracts of the issuance (registrar entity contract, paying agent contract, representative entity contract, etc.).
i. Guarantees granted, if any.
j. Identification of the activity sector from which the payment risk of the security originates, defined according to the instructions to be issued.
General information:
a. Identification of the trust for which the securities are issued. b. Identification of the fiduciary indicating: corporate name, address, telephone, email address.
c. List of shareholders who are holders of more than 10% (ten percent) of the fiduciary's share capital, specifying the percentage of participation corresponding to each of them.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

d. List of senior management of the trustee, according to the definition established in Article 143, and their resumes. e. Organizational chart of the trustee. f. Code of Ethics. g. Detail of the assets owned by the trust and/or description of the corresponding investment project. h. Criteria for valuing assets and liabilities of the trust.
i. Regime of commissions and expenses attributable to the trust.
j. Adequate and sufficient description of the business risks and the factors that mitigate them, if any. k. Description of the corporate governance practices adopted by the trustee, in accordance with the provisions of Article 167.1 if the trustee is an investment fund management company or in the norms contained in the Compilation of Regulations and Control of the Financial System regarding this matter, if the trustee is a financial intermediation institution.
6) Any other relevant information from the investor's perspective.
7) Annexes:
a. Notarized copy of the financial trust agreement. b. Notarized copy of the resolutions of the competent body of the settlor, authorizing the transfer of the trust assets and rights.
c. Notarized copy of the minutes of the meeting of the competent body of the trustee that decided on the issuance, its terms and conditions, and the quotation of the securities.
d. Original duly signed or notarized copy of the auxiliary contracts of the issuance (contract with the registrant entity, payment agent contract, contract with the securities holders' representative, etc.). e. Notarized copy of the guarantees granted, duly constituted according to their modality, if any. f. Models of the issuance document for debt securities and the participation certificate. g. Financial statements of the trustee: the last audited information must be included, as well as that corresponding to the closing of the last available quarter. h. Issued risk rating report. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

REPLACE in Chapter II - REGISTRATION, of Title VII - INVESTMENT ADVISORS of Book I - AUTHORIZATIONS AND REGISTERS, Articles 126 and 126.1 with the following:
ARTICLE 126 (MINIMUM REQUIRED INFORMATION).
For the purpose of the registration application, investment advisors must present the following information and documentation:
Natural Persons
a. The information required by Article 126.2. b. Registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body.
c. List of senior management according to the definition established in Article 143, accompanied by the information requested in Article 126.2.
d. List of members of the economic group to which they belong, according to the definition established in Article 142. e. Sworn declaration of the legitimate origin of capital, in the terms of Article 309, manual of the integrated system to prevent being used for money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, and designation of the compliance officer in the terms established in Book III. f. Proof that the managers, executives, and staff of the advisor have the training required in Article 214. g. Detailed description of the activity to be developed, indicating whether it will be oriented towards residents or non-residents, the organizational and IT infrastructure, and the procedures established to carry out their advisory activities. h. Models of contracts to be signed with clients.
i. Description of services to be outsourced that are essential for the company's entry into operation. When these are services provided by third parties located outside the country or in the country, but the service is provided wholly or partially in or from
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

the country, the information and documentation provided for in Article 127.1.1 must be presented. j. Days and hours during which public service will be provided at the premises. k. Code of Good Practices to be adopted by the investment advisor, in accordance with the provisions of Article 208.4.
l. Code of Ethics to be adopted by the investment advisor, in accordance with the provisions of Article 252.
m. The constitution of real guarantees in favor of the Central Bank of Uruguay, for any obligations it might assume with said Body or with third parties in the exercise of its activity, as referred to in Article 151.1.1, as well as a deposit at the Central Bank of Uruguay in the terms of Article 151.1.3. No application will be processed if it is not accompanied by all the documentation required by the preceding letters a. to l. To grant registration, compliance with the preceding letter m. must be proven.
2. Legal Entities
a. Company name, indicating legal name and trade name if applicable, real and registered domicile, telephone, email address, and website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body. b. Notarized copy of the articles of incorporation or bylaws.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile).
d. List of partners or shareholders, capital to be contributed, and percentage of participation, accompanied by the information requested in Article 126.1. e. List of senior management according to the definition established in Article 143, accompanied by the information requested in Article 126.2. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

f. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities carried out by them, operational and commercial links with the investment advisor, as well as details of their websites, if any. g. Financial statements corresponding to the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps. h. Sworn declaration of the legitimate origin of capital in the terms of Article 309, manual of the integrated system to prevent being used for money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, and designation of the compliance officer, in the terms established in Book III.
i. Proof that the managers, executives, and staff of the advisor have the training required in Article 214.
j. Detailed description of the activity to be developed, indicating whether it will be oriented towards residents or non-residents, the organizational and IT infrastructure, and the procedures established to carry out their advisory activities. k. Models of contracts to be signed with clients.
l. Description of services to be outsourced that are essential for the company's entry into operation. When these are services provided by third parties located outside the country or in the country, but the service is provided wholly or partially in or from the country, the information and documentation provided for in Article 127.1.1 must be presented.
m. Days and hours during which public service will be provided at the premises. n. Code of Good Practices to be adopted by the investment advisor, in accordance with the provisions of Article 208.4. o. Code of Ethics to be adopted by the investment advisor, in accordance with the provisions of Article 252. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

p. Proof of the constitution of real guarantees in favor of the Central Bank of Uruguay, for any obligations it might assume with said Body or with third parties in the exercise of its activity, as referred to in Article 151.1.1, as well as a deposit at the Central Bank of Uruguay in the terms of Article 151.1.3. No application will be processed if it is not accompanied by all the documentation required by the preceding letters a. to o. To grant registration, compliance with the preceding letter p. must be proven. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.
ARTICLE 126.1 (INFORMATION ON SHAREHOLDERS).
When applying for registration, investment advisors organized as legal entities must inform the name of their direct partners or shareholders and the persons who exercise effective control of the company, attaching the following information and documentation:
I. Natural Persons: the information required by Article 126.2.
II. Legal Entities:
a. Notarized copy of the articles of incorporation or bylaws. b. When dealing with foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company. b.2. Certificate issued by the competent authority of the country of origin or a notarial certificate proving that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders, or shareholders of other companies constituted or to be constituted in the country or abroad. In said certificate, the tax or registry registration number of the foreign legal entity must appear. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

c. Risk rating granted by a rating agency, if any.
d. List of shareholders and identifying data, accompanied by a sworn declaration of the legitimate origin of the contributed capital in the terms of Article 309, detailing the chain of shareholders up to identifying the legal subject that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.
27. REPLACE in Chapter III BIS - CANCELLATION OF REGISTRATION IN THE REGISTER, of Title VII - INVESTMENT ADVISORS of Book I - AUTHORIZATIONS AND REGISTERS, Article 127.5 with the following:
ARTICLE 127.5 (APPLICATION FOR CANCELLATION OF REGISTRATION IN THE REGISTER).
The decision to cease activities by investment advisors must be reported to the Financial Services Superintendence with a 15 (fifteen) business days' advance notice, attaching a notarized copy of the minutes of the meeting of the corporate body that resolved the cessation of activities as an investment advisor, in which the cessation date and the reasons leading to such determination must be stated. Likewise, the place and person who - during the period established in Article 255.7 - will be responsible for the safeguarding of the information and documentation established in Articles 255.2 and 255.3 must be informed, and the minimum requirements for safeguarding established in Article 255.6 must be met. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed when required by the Financial Services Superintendence, immediately informing it of any circumstance that might prevent them from fulfilling this duty in the future. From the date of cessation of activities, and having complied with the presentation of the information indicated above, the presentation of periodic information for periods subsequent to that date will be exempted. Nevertheless, they must comply with the presentation of periodic information corresponding to periods finished prior to the cessation date. For the cancellation of registration, investment advisors must also:

Present proof of having initiated the liquidation process of the company before the relevant state bodies or, in the case of commercial companies that will engage in other activities, proof that the process of reforming the articles of incorporation or bylaws has been initiated to modify the name - if applicable - and the corporate purpose, and other corresponding procedures.
Remove from public view all signage of the premises that identifies the company as an investment advisor and any other reference to the carrying out of activities permitted to investment advisors.
Disable or remove from the website, if any, and destroy or dismantle any type of propaganda linking the company with the carrying out of activities reserved for investment advisors.
Report from legal advisors indicating the existence or not of pending litigation or contingencies as of the date of cessation of activities.
Once the information and documentation accrediting what is required in the preceding numbers is presented, to the satisfaction of the Financial Services Superintendence, the advisor will be removed from the Register and the guarantee and deposit constituted by it will be returned, in accordance with the provisions of Articles 151.1.1 and 151.1.3. For these purposes, investment advisors must provide the account number and the financial institution where the corresponding transfer should be made. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.
REPLACE in Chapter II - AUTHORIZATION TO OPERATE, of Title VII BIS - PORTFOLIO MANAGERS of Book I - AUTHORIZATIONS AND REGISTERS, Articles 127.13 and 127.14 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 127.13 (MINIMUM REQUIRED INFORMATION).
For the purpose of the authorization application to operate, portfolio managers must present the following information and documentation:
a. Company name, indicating legal name and trade name if applicable, real and registered domicile, telephone, email address, and website, registration number in the Single Tax Registry of the General Tax Directorate and in the corresponding social security body. b. Notarized copy of the articles of incorporation or bylaws.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document, and domicile).
d. List of partners or shareholders, capital to be contributed, and percentage of participation, accompanied by the information requested in Article 127.14. e. List of senior management according to the definition established in Article 143, accompanied by the information requested in Article 127.15. f. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities carried out by them, operational and commercial links with the portfolio management company, as well as details of their websites, if any. g. Financial statements corresponding to the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay with a compilation report, duly signed and with the corresponding professional stamps. h. Sworn declaration of the legitimate origin of capital in the terms of Article 310.10, manual of the integrated system to prevent being used for money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, and designation of the compliance officer, in the terms established in Book III.
i. Proof that the managers, executives, and staff of the manager have the training required in Article 214.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

j. Detailed description of the activity to be developed, indicating whether it will be oriented towards residents or non-residents, the organizational and IT infrastructure, and the procedures established to carry out their portfolio management activities. k. Models of contracts to be signed with clients.
l. Description of services to be outsourced that are essential for the company's entry into operation. When these are services provided by third parties located outside the country or in the country, but the service is provided wholly or partially in or from the country, the information and documentation provided for in Article 127.17.1 must be presented.
m. Days and hours during which public service will be provided at the premises. n. Code of Good Practices to be adopted by the portfolio manager, in accordance with the provisions of Article 208.4. o. Code of Ethics to be adopted by the portfolio manager, in accordance with the provisions of Article 252. p. The constitution of real guarantees in favor of the Central Bank of Uruguay, for any obligations it might assume with said Body or with third parties in the exercise of its activity, as referred to in Article 151.1.4, as well as a deposit at the Central Bank of Uruguay in the terms of Article 151.1.6. No application will be processed if it is not accompanied by all the documentation required by the preceding letters a. to o. To grant authorization, compliance with the preceding letter p. must be proven. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.
ARTICLE 127.14 (INFORMATION ON SHAREHOLDERS).
When applying for authorization to operate, portfolio managers must inform the name of their direct partners or shareholders and the persons who exercise effective control of the company, attaching the following information and documentation:
I. Natural Persons: the information required by Article 127.15.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

II. Legal Entities:
a. Notarized copy of the articles of incorporation or bylaws. b. When dealing with foreign institutions:
b.1. Sworn declaration of the foreign institution, with notarized certification of signature and representation, specifying the control and supervision bodies of the country of origin that have jurisdiction over the shareholder company. b.2. Certificate issued by the competent authority of the country of origin or a notarial certificate proving that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders, or shareholders of other companies constituted or to be constituted in the country or abroad. In said certificate, the tax or registry registration number of the foreign legal entity must appear.
c. Risk rating granted by a rating agency, if any.
d. List of shareholders and identifying data, accompanied by a sworn declaration of the legitimate origin of the contributed capital in the terms of Article 310.10, detailing the chain of shareholders up to identifying the legal subject that exercises effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.
29. REPLACE in Chapter III - ISSUANCE AND TRANSFER OF SHARES, of Title VII BIS - PORTFOLIO MANAGERS of Book I - AUTHORIZATIONS AND REGISTERS, Article 127.16.1 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 127.16.1 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL SHARE CERTIFICATES AND SOCIAL QUOTAS).
Portfolio managers must request prior authorization from the Superintendence of Financial Services to issue or transfer shares or provisional certificates when organized as joint-stock companies; or to assign social quotas when organized as personal companies. In analyzing these requests, the resolutions of the aforementioned Superintendence shall be based on reasons of legality, opportunity, and convenience, considering for the transfer of social control what is provided in Article 127.12. The request must be submitted providing the following information:

Authenticated copy of the minutes of the meeting of the social body that resolves to issue shares or provisional certificates or transfer social parts.
When it concerns an issuance or transfer to a new shareholder or partner:
a. Amount of capital to be contributed or paid by the new shareholder or partner. b. Information on direct shareholders or partners and persons exercising control of the company, required by Article 127.14.
c. The sworn declaration of the legitimate origin of the capital, in the terms of Article 310.10.
When it concerns an issuance or transfer to someone who already holds the status of shareholder or partner:
a. Amount of capital to be contributed or paid by the shareholder or partner. b. The sworn declaration of the legitimate origin of the capital, in the terms of Article 310.10.
If the authorized issuance or transfer of shares or social quotas is not effected within 90 (ninety) calendar days, counted from the date of notification, the corresponding authorization shall automatically lose validity.
Those issuances of shares, provisional certificates, or social quotas that do not modify the participation of each of the partners or shareholders in the capital of the company are authorized, and must be reported in the terms provided by Articles 310.3.1 or 310.10, depending on whether it corresponds to the capitalization of equity items or to new contributions by partners or shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized. In cases where the shareholder obtains in total a participation of less than 15% (fifteen percent) of the social capital and provided that control or significant influence is not configured, as provided in the appropriate accounting standards for commercial companies, prior notice to the Superintendence of Financial Services shall be sufficient, understanding that authorization is granted if no objections are raised within 10 (ten) business days following. In the aforementioned notice, the information required in this article must be supplied. In all cases, the effectuation of the respective issuances or transfers must be reported to the Superintendence of Financial Services within 10 (ten) business days following the date of occurrence. In the event of the death of a shareholder or partner, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:
a. Testimony of the death certificate. b. Notarial certificate detailing persons with hereditary rights.
For the purpose of granting non-objection, the Superintendence of Financial Services will evaluate whether the new shareholder(s) or partner(s) meet the required requirements.
In this regard, the initiation of the succession process must be accredited and information on the presumed heirs required by the regulations for shareholders must be presented, within a period of 90 (ninety) days following the date of the death. Once the succession process is finalized, an authenticated copy of the Certificate of Results of the Succession Proceedings must be presented, within a period of 10 (ten) business days, and in case of any variations regarding the persons with hereditary rights previously reported, the corresponding information must be presented.
REPLACE in Chapter IV - WITHDRAWAL OF AUTHORIZATION TO OPERATE, of Title VII BIS - PORTFOLIO MANAGERS of Book I - AUTHORIZATIONS AND REGISTERS, Article 127.21 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 127.21 (REQUEST FOR WITHDRAWAL OF AUTHORIZATION TO OPERATE).
The decision to cease activities by portfolio managers must be reported to the Superintendence of Financial Services with a 15 (fifteen) business day advance notice, attaching an authenticated copy of the minutes of the meeting of the social body that resolved the cessation of activities as a portfolio manager, in which the date of cessation and the reasons leading to such determination must be recorded. Likewise, the place and person who - during the period established in Article 255.7 - will be responsible for the safeguarding of the information and documentation established in Articles 255.2 and 255.3 must be reported, and the minimum requirements for safeguarding established in Article 255.6 must be met. The responsible person must ensure that all information and documentation will be available in time, form, and conditions to be processed as required by the Superintendence of Financial Services, immediately informing the latter of any circumstance that might prevent them from fulfilling this task in the future. From the date of cessation of activities, and having complied with the presentation of the information indicated above, the presentation of periodic information for periods subsequent to that date shall be exempted. Nevertheless, they must comply with the presentation of periodic information corresponding to periods finalized prior to the date of cessation. For the withdrawal of the authorization to operate, portfolio managers must also:

Present proof of having initiated the liquidation procedure of the company before the relevant state bodies or, in the case of commercial companies that will engage in other activities, proof that the process of reforming the social contract or statutes has been initiated to modify the name - if applicable - and the corporate object, and other corresponding procedures.
Remove from public view all signage of the branch that identifies the company as a portfolio manager and any other reference to the performance of activities permitted to portfolio managers.
Disable or remove from the website, if any, and destroy or dismantle any type of propaganda linking the company with the performance of activities reserved for portfolio managers.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443
Individual accounting statements as of the date of cessation of activities, accompanied by a compilation report, duly signed and with the corresponding professional stamps.
Report from legal advisors indicating the existence or not of pending litigation or contingencies as of the date of cessation of activities.
Once the information and documentation accrediting what is required in the aforementioned items have been presented, to the satisfaction of the Superintendence of Financial Services, the guarantee and deposit constituted by the same shall be returned, in accordance with what is provided by Articles 151.1.4 and 151.1.6 of this Compilation. For these purposes, portfolio managers must provide the account number and the financial institution where the corresponding transfer is to be made. If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.
REPLACE in Section II - AUTHORIZATION TO OPERATE, of Chapter I - SECURITIES DEPOSITORIES, of Title VIII - SECURITIES DEPOSITORIES - COMPENSATION, SETTLEMENT AND CUSTODY SYSTEMS OF SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 130 and 130.1 with the following:
ARTICLE 130 (MINIMUM INFORMATION REQUIRED).
For the purpose of the request for authorization to operate, securities depositories must present the following information and documentation:
a. Company name, indicating legal name, trade name if applicable, real and constituted domicile, telephone, email address and website, registration number in the Single Tax Register of the General Directorate of Taxation and in the corresponding social security body. b. Authenticated copy of the statutes.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document and domicile).
d. List of shareholders and identifying data, private domicile, identity document number, capital to be contributed and percentage of participation, accompanied by the information requested in Article 130.1. e. List of senior management according to the definition established in Article 143, accompanied by the information requested in Article 130.2. f. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the securities depository, as well as detail of their websites, if any. g. Accounting statements corresponding to the last closed economic year, formulated in accordance with appropriate accounting standards in Uruguay, with a compilation report, duly signed and with the corresponding professional stamps. h. Proposal of regulations, operational manuals and computer systems.
i. Constitute a guarantee, consisting of a deposit at the Central Bank of Uruguay for a value of UI 3,750,000 (three million seven hundred fifty thousand Indexed Units) and contract the necessary insurance to respond for the correct and full compliance with the obligations.
j. Organizational structure, detailing the material, computer and personal resources that will affect the performance of their functions. k. Description of services to be outsourced that are essential for the company's entry into operation. When it concerns services provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation provided in Article 135.1.1 must be presented. If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.
ARTICLE 130.1 (INFORMATION ON SHAREHOLDERS).
At the time of requesting authorization to operate, securities depositories must inform the name of their direct shareholder(s) and of Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

persons exercising effective control, attaching the following information and documentation:

Natural persons: the information required by Article 130.2.
Legal persons:
a. Authenticated copy of the social contract or statutes. b. When it concerns foreign institutions:
b.1 Sworn declaration of the foreign institution, with notarial certification of signature and representation, explicitly stating the control and supervision bodies of the country of origin that have competence over the shareholder company. b.2 Certificate issued by the competent authority of the country of origin or notarial certificate accrediting that the shareholder company is legally constituted and that, in accordance with the legislation of said country, there are no restrictions or prohibitions for such companies to participate as partners, founders or shareholders of other companies constituted or to be constituted in the country or abroad.
c. Memorandum and accounting statements corresponding to the last closed economic year, with external auditor's report. In cases where an external auditor's report is not required in the jurisdiction of origin, such accounting statements must be presented with a compilation report.
d. Risk rating granted by a rating agency, if any. e. List of shareholders, detailing the chain of shareholders up to identifying the legal entity exercising effective control of the group and indicating the identification document number of each shareholder. It will not be admitted that in that chain there are companies whose shares are bearer shares and transferable by simple delivery. f. Documentation accrediting compliance with items 1) to 10) of Article 128.1, as applicable. If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443
REPLACE in Section IV - ISSUANCE AND TRANSFER OF SHARES, of Chapter I - SECURITIES DEPOSITORIES, of Title VIII - SECURITIES DEPOSITORIES - COMPENSATION, SETTLEMENT AND CUSTODY SYSTEMS OF SECURITIES of Book I - AUTHORIZATIONS AND REGISTERS, Article 133.1 with the following:
ARTICLE 133.1 (AUTHORIZATION TO ISSUE OR TRANSFER SHARES OR PROVISIONAL CERTIFICATES).
Securities depositories when organized as joint-stock companies must request prior authorization from the Superintendence of Financial Services to issue or transfer shares or provisional certificates. Both shares and provisional certificates must be registered. In analyzing these requests, the resolutions of the aforementioned Superintendence shall be based on reasons of legality. The request must be submitted providing the following information:
Authenticated copy of the resolution adopted by the shareholders' meeting by which it resolves to issue shares or provisional certificates.
When it concerns an issuance or transfer to a new shareholder:
a. Amount of capital to be contributed or paid by the new shareholder. b. Information on direct shareholders and persons exercising effective control of the company, required by Article 130.1.
c. The sworn declaration of the legitimate origin of the capital, in the terms of Article 346.2.
When it concerns an issuance or transfer to someone who already holds the status of shareholder:
a. Amount of capital to be contributed or paid by the shareholder. b. The sworn declaration of the legitimate origin of the capital, in the terms of Article 346.2.
If the authorized issuance or transfer of shares is not effected within 90 (ninety) calendar days, counted from the date of notification, the corresponding authorization shall automatically lose validity.
Those issuances of shares or provisional certificates that do not modify the participation of each of the shareholders in the capital of the company are authorized, and must be reported in the terms provided by Articles 344.1 or 346.2, depending on whether it corresponds to the capitalization of equity items or to new contributions by shareholders, respectively. Items whose final destination is a result that cannot yet be recognized in application of the corresponding accounting standards cannot be capitalized. In cases where the shareholder obtains in total a participation of less than 15% (fifteen percent) of the social capital and provided that control or significant influence is not configured, as provided in the appropriate accounting standards for commercial companies, prior notice to the Superintendence of Financial Services shall be sufficient, understanding that authorization is granted if no objections are raised within 10 (ten) business days following. In the aforementioned notice, the information required in this article must be supplied. In all cases, the effectuation of the respective transfers or issuances must be reported to the Superintendence of Financial Services within 10 (ten) business days following the date of occurrence. In the event of the death of a shareholder, such fact must be reported and, within 30 (thirty) days following the date of occurrence, the following documentation must be presented:
a. Testimony of the death certificate. b. Notarial certificate detailing persons with hereditary rights.
For the purpose of granting non-objection, the Superintendence of Financial Services will evaluate whether the new shareholder(s) meet the required requirements.
In this regard, the initiation of the succession process must be accredited and information on the presumed heirs required by the regulations for shareholders must be presented, within a period of 90 (ninety) days following the date of the death. Once the succession process is finalized, an authenticated copy of the Certificate of Results of the Succession Proceedings must be presented, within a period of 10 (ten) business days, and in case of any variations regarding the persons with hereditary rights previously reported, the corresponding information must be presented.
REPLACE in Title IX - CREDIT RATING AGENCIES of Book I - AUTHORIZATIONS AND REGISTERS, Articles 138 and 139 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 138 (MINIMUM INFORMATION REQUIRED).
For the purpose of the request for registration, credit rating agencies must present the following information and documentation:
a. Company name, indicating legal name, trade name if applicable, real and constituted domicile, telephone, email address and website, registration number in the Single Tax Register of the General Directorate of Taxation and in the corresponding social security body. b. Authenticated copy of the social contract or statutes.
c. Authenticated copy of collaboration contracts signed with other companies abroad, having the same corporate object.
d. Identifying data of the legal representatives of the company (full name, nationality, identity document and domicile). e. List of partners or shareholders, indicating complete filiation data, private domicile and identification document, indicating the identification document number of each indirect shareholder. f. List of senior management according to the definition established in Article 143, indicating name, private domicile, telephone and documentary proof of identity. g. List of members of the economic group to which the company belongs, according to the definition established in Article 142, including description of the activities developed by them, operational and commercial links with the rating agency, as well as detail of their websites, if any. h. Individual sworn declaration of the persons included in letters e. and f. stating that they are not subject to the incompatibilities referred to in Article 182.
i. Procedures manuals and rating methodologies.
j. Range of rating categories to be applied in the country, indicating the scope of their meaning. The rating categories that Credit Rating Institutions use in our country and that are focused on the Uruguayan financial market will add the suffix "uy". Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Likewise, they must inform the equivalences between the rating categories used by the rating entity and the categories defined in Articles 54 of the Compilation of Regulations for Pension Fund Control and 50 of the Compilation of Regulations for Insurance and Reinsurance. k. List of technicians responsible for rating or members of the rating body, indicating complete filiation data, private domicile and identification document, accompanied by a curriculum detailing background.
l. Code of Ethics to be applied by the rating agency, in accordance with what is provided by Article 252.
In case of acting on behalf of or under license of foreign rating companies, the following must also be attached:
i. Certificate issued by the competent authority of the country of residence of the rating company whose representation or under whose license they will act, issued within the 30 (thirty) days prior to the presentation of the request, accrediting that the institution is legally constituted, in force and authorized to act as a credit rating agency.
ii. Authenticated copy of the respective agreements, indicating their scope.
iii. Authenticated copy of the social contract of the rating company they represent.
If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.
ARTICLE 139 (REGISTER - SPECIAL SECTION).
Companies Credit Rating Agencies registered by the SEC - Securities and Exchange Commission - of the USA, as "Nationally Recognized Statistical Rating Organizations" (NRSRO - Nationally Recognized Statistical Rating Organizations) - that request their registration in the Securities Market Register of the Central Bank of Uruguay, are exempt from the presentation of the following information:
a. certificate issued by the competent authority of the country of residence of the rating company whose representation or under whose license they will act, issued within the 30 (thirty) days prior to the presentation of the request, accrediting that the institution is legally constituted, in force and authorized to act as a credit rating agency. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

b. authenticated copy of the social contract of the rating agency they represent.
c. list of partners or shareholders and senior management indicating complete filiation data, home address, and identification document, attaching an authenticated copy of the document that proves registration in the National Commerce Registry when applicable.

SUBSTITUTE in Title XI - EXTERNAL AUDITORS of Book I - AUTHORIZATIONS AND REGISTERS, Article 143.1 with the following:

ARTICLE 143.1 (REGISTER OF EXTERNAL AUDITORS)
External auditors and external audit firms must register in the Register kept by the Central Bank of Uruguay for this purpose for the issuance of the reports it requires on entities subject to its control.
In the case of external audit firms, the partners or directors responsible for the firm and the professionals designated by it to sign the reports must also register. Their registration shall follow the same procedure as that of independent professionals. In all cases, the background information required for their registration will be added.

SUBSTITUTE in Title XII - INDEPENDENT PROFESSIONALS AND FIRMS OF INDEPENDENT PROFESSIONALS QUALIFIED TO ISSUE REPORTS ON ANTI-MONEY LAUNDERING, FINANCING OF TERRORISM AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION of Book I - AUTHORIZATIONS AND REGISTERS, Article 143.9 with the following:

ARTICLE 143.9 (REGISTER OF INDEPENDENT PROFESSIONALS AND FIRMS OF INDEPENDENT PROFESSIONALS QUALIFIED TO ISSUE REPORTS ON ANTI-MONEY LAUNDERING, FINANCING OF TERRORISM AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION).
Independent professionals and firms of independent professionals qualified to issue reports on anti-money laundering, financing of terrorism, and financing of the proliferation of weapons of mass destruction must register in the Register kept by the Central Bank of Uruguay for this purpose for the issuance of the reports it requires on entities subject to its control. Professionals and firms of professionals must comply with the minimum requirements established by the regulations. In the case of firms of independent professionals, the partners or directors responsible for the firm and the professionals designated by it to sign the reports must also register. Their registration shall follow the same procedure as that of independent professionals. In all cases, the background information required for their registration will be added. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

SUBSTITUTE in Chapter I - GENERAL PROVISIONS, of Title VI - RATING ENTITIES of Book II - STABILITY AND SOLVENCY, Article 177 with the following:

ARTICLE 177 (COLLABORATION AGREEMENTS).
Rating Entities that enter into collaboration contracts with other companies abroad, having the same corporate object, must present an authenticated copy within 5 (five) business days of such contracts being executed.

SUBSTITUTE in Section II - PROCEDURE, of Chapter V - PUBLIC OFFER FOR ACQUISITION, of Title II - MARKET CONDUCTS of Book V - TRANSPARENCY AND MARKET CONDUCTS, Article 254.9 with the following:

ARTICLE 254.9 (OTHER INFORMATION).
In addition to what is indicated in the preceding article, the offeror must present the following documentation:

Document proving the guarantee of the OPA.
Regarding legal entities:
2.1 Authenticated copy of the minutes of the meeting of the competent social body that decided to promote the OPA.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

2.2 Authenticated copy of the social contract or statutes of the offering society.
2.3 Identification of the members of the administration body and representatives.
2.4 Financial statements of the offering society corresponding to the last 2 (two) economic years, or from the beginning of its activity if its age is less, the last of which must be accompanied by an audit report.
3. Regarding natural persons, identifying data of the offeror.
4. When the consideration consists of shares issued by a listed company other than the offeror:
4.1 Financial statements of the issuing society corresponding to the last 2 (two) economic years, or from the beginning of its activity if its age is less, the last of which must be accompanied by an audit report.
4.2 Authenticated copy of the social contract or statutes of the society, duly legalized and translated, if applicable.
4.3 Identification of the members of the administration body and representatives.
5. Sworn declaration as to whether the OPA constitutes or does not constitute an act of economic concentration under the terms of Article 7 of Law 18.159 of July 20, 2007.
6. Any information about the affected society that is not in the public domain and constitutes relevant information to decide on the acceptance or rejection of the offer.

SUBSTITUTE in Chapter VI - OTHER INFORMATION, of Title I - INFORMATION REGIME, of Part II - SECURITIES ISSUERS of Book VI - INFORMATION AND DOCUMENTATION, Articles 270 and 271 with the following:

ARTICLE 270 (MINUTES OF ASSEMBLY OF TITLE HOLDERS).
The issuer must present to the Superintendence of Financial Services an authenticated copy of the Minutes of the Assembly of Title Holders, within five business days of their holding.
At the beginning of said Minutes, the participation of persons linked to the issuer must be recorded.

ARTICLE 271 (EXTRAORDINARY ASSEMBLY OF SHAREHOLDERS).
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Joint-stock companies registered in the Securities Market Register must present, within 10 (ten) business days following each assembly, an authenticated copy of the minutes thereof.

SUBSTITUTE in Chapter V - OTHER INFORMATION, of Title I - INFORMATION REGIME, of Part II BIS - SECURITIES ISSUERS REGISTERED WITH COMPANIES ADMINISTRATING PLATFORMS OF COLLECTIVE FINANCING of Book VI - INFORMATION AND DOCUMENTATION, Article 271.6 with the following:

ARTICLE 271.6 (MINUTES OF ASSEMBLY OF TITLE HOLDERS).
Securities issuers operating through crowdfunding platforms must present to the company administering said platform an authenticated copy of the minutes of the assembly of title holders within 5 (five) business days of their holding.
At the beginning of said Minutes, the participation of persons linked to the issuer must be recorded.

SUBSTITUTE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME, of Part IV - STOCK EXCHANGES of Book VI - INFORMATION AND DOCUMENTATION, Articles 275, 275.1 and 275.2 with the following:

ARTICLE 275 (ECONOMIC-FINANCIAL INFORMATION).
Stock Exchanges must present, within 4 (four) months of the closing of the economic year, the following annual information:
a. Financial Statements, accompanied by Audit Report duly signed and with the corresponding professional stamps; b. Original duly signed or authenticated copy of the Annual Report of the Board of Directors on the management of social business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Societies, duly signed;
c. Original duly signed or authenticated copy of the Report of the auditor or oversight body duly signed;
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

d. Authenticated copy of the Minutes of the Assembly approving the financial statements, duly signed.
The omission of the presentation in time and form of the information provided in this article will give rise to the application of the daily fine established in this Compilation.

ARTICLE 275.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Stock exchanges must inform the Superintendence of Financial Services of the capitalization of equity items - coming both from the application of legal norms and from resolutions of the shareholders' assembly -, within 5 (five) business days following its occurrence, supplying the following documentation:
a. Authenticated copy of the resolution adopted by the shareholders' assembly. b. Certified statement by a public accountant of the corresponding accounting registration.
c. The necessary information for the updating of the Shareholders Register referred to in Article 277.1

ARTICLE 275.2 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Stock exchanges must inform the Superintendence of Financial Services, within a period of 5 (five) business days following each imputation of the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, accompanying an authenticated copy of the assembly minutes from which the decision to increase capital arises.

SUBSTITUTE in Chapter IV - SENIOR MANAGEMENT AND SHAREHOLDERS, of Title I - INFORMATION REGIME, of Part IV - STOCK EXCHANGES of Book VI - INFORMATION AND DOCUMENTATION, Articles 277.1 and 277.1.1 with the following:

ARTICLE 277.1 (SHAREHOLDERS REGISTER).
The Central Bank of Uruguay will keep a register of shareholders of stock exchanges, which will have a public character.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

With respect to direct shareholders, what is provided in Articles 57.1 and 275.1 will apply.
Regarding indirect shareholders, changes must be reported to the Superintendence of Financial Services within 10 (ten) business days following their occurrence, accompanied by:

In the case of changes in the chain of shareholders: information required by letter e. of numeral II. of Article 55.1.
In the case of change of the legal subject exercising effective control: the information required in Article 55.1.
If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.

ARTICLE 277.1.1 (PATRIMONIAL INFORMATION AND SIGNIFICANT FACTS REGARDING SHAREHOLDERS).
Stock exchanges must annually obtain the following information from their direct shareholders who hold a participation equal to or greater than 15% (fifteen percent) of the capital and from the legal subject exercising effective control:

Natural persons: sworn declaration on their patrimonial situation with indication of assets, rights and banking and non-banking debts, and the existence of liens affecting them. The date of the sworn declaration cannot be older than 3 (three) months.
Such declaration must be accompanied by notarized certification of the signature of the holder.
Legal entities: financial statements corresponding to the last closed economic year with external audit opinion, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
The aforementioned information must:

be obtained within a period of 5 (five) months counted from December 31 of each year. In the case of legal entities, it refers to the last closed financial statement during the previous calendar year.
be kept safeguarded at the headquarters of the stock exchange at the disposal of the Superintendence of Financial Services.
A declaration must be presented before said Superintendence indicating that the required information has been obtained from all persons included and that it is at the disposal of the Superintendence of Financial Services or that its shareholders are from the public sector or are institutions supervised by the Central Bank of Uruguay. Such declaration must be presented within a period of 5 (five) months counted from December 31 of each year. Additionally, they must inform the Superintendence of Financial Services, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the direct shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal subject exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

SUBSTITUTE in Chapter VI - OTHER INFORMATION, of Title I - INFORMATION REGIME, of Part IV - STOCK EXCHANGES of Book VI - INFORMATION AND DOCUMENTATION, Article 281 with the following:

ARTICLE 281 (OTHER INFORMATION).
Stock Exchanges must inform and remit to the Superintendence of Financial Services:
a. With a notice of no less than 2 (two) business days, the date on which the auction of a right to occupy a brokerage position will take place, the name of the broker whose right will be auctioned, and the base price of the auction. b. Prior to quotation in the Stock Exchange, the companies and securities authorized for such effects.
c. Immediately upon occurrence or arrival to their knowledge, not exceeding the next business day, facts that constitute reasonable indications to suspect that:
i. improper use of privileged information has been made
ii. market manipulation has been verified
d. Within the next business day:
i. complaints that have been filed against brokers;
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ii. any non-compliance with any of the conditions agreed upon in an operation carried out within the framework of its Operating Regulations;
iii. any fact that could affect the responsibility of Stock Exchanges and the development of their operations;
iv. acceptances of resignation requests from brokers accompanied by the following information:

date declared by the intermediary as cessation of activities;
copy of the last Operations Register stamped by the Exchange;
information on whether the stockbroker is being subject to investigation or disciplinary proceedings of any type;
any additional information in their possession and of interest for the adoption of the resolution to withdraw the authorization to function from the intermediary by the Central Bank of Uruguay.
In the cases of letters i., ii. and iii., the information must be remitted immediately upon taking knowledge of the fact, without exceeding the established deadline. e. Within 2 (two) business days following:
i. disciplinary resolutions adopted in relation to brokers or Securities Issuers trading therein, arising from complaints or sanctioning procedures, giving a detailed account of the facts that warranted the sanction, the defenses of the sanctioned actor, and the reasons and grounds of the stock exchange for taking the measure in question. In case an investigation concludes without sanctions, the action taken will also be reported to the Central Bank of Uruguay;
ii. the result of the auction of the right to occupy a stockbroker position indicating the corresponding identifying data of the acquirer and the price paid.
f. Within 10 (ten) business days following any assembly, an authenticated copy of the corresponding minutes.

SUBSTITUTE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME, of Part IV BIS - COMPANIES ADMINISTRATING PLATFORMS OF COLLECTIVE FINANCING of Book VI - INFORMATION AND DOCUMENTATION, Articles 282.4, 282.5 and 282.6 with the following:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

ARTICLE 282.4 (ECONOMIC-FINANCIAL INFORMATION).
Companies administering crowdfunding platforms must present, within 4 (four) months of the closing of the economic year, the following annual information:
a. Financial Statements, accompanied by Audit Report, duly signed and with the corresponding professional stamps; b. Original duly signed or authenticated copy of the Annual Report of the Board of Directors on the management of social business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Societies, duly signed;
c. Original duly signed or authenticated copy of the Report of the auditor or oversight body duly signed;
d. Authenticated copy of the Minutes of the Assembly approving the financial statements, duly signed.
The omission of the presentation in time and form of the information provided in this article will give rise to the application of the daily fine established in this Compilation.

ARTICLE 282.5 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Companies administering crowdfunding platforms must inform the Superintendence of Financial Services of the capitalization of equity items - coming both from the application of legal norms and from resolutions of the shareholders' assembly -, within 5 (five) business days following its occurrence, supplying the following documentation:
a. Authenticated copy of the resolution adopted by the shareholders' assembly. b. Certified statement by a public accountant of the corresponding accounting registration.
c. The necessary information for the updating of the Shareholders Register referred to in Article 282.11.

ARTICLE 282.6 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Companies administering crowdfunding platforms must inform the Superintendence of Financial Services, within a period of 5 (five) business days following each imputation of the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, accompanying an authenticated copy of the assembly minutes from which the decision to increase capital arises.

SUBSTITUTE in Chapter IV - SENIOR MANAGEMENT AND SHAREHOLDERS, of Title I - INFORMATION REGIME, of Part IV BIS - COMPANIES ADMINISTRATING PLATFORMS OF COLLECTIVE FINANCING of Book VI - INFORMATION AND DOCUMENTATION, Articles 282.11 and 282.12 with the following:

ARTICLE 282.11 (SHAREHOLDERS REGISTER).
The Central Bank of Uruguay will keep a register of shareholders of companies administering crowdfunding platforms, which will have a public character.
With respect to direct shareholders, what is provided in Articles 59.16 and 282.5 will apply.
Regarding indirect shareholders, changes must be reported to the Superintendence of Financial Services within 10 (ten) business days following their occurrence, accompanied by:

In the case of changes in the chain of shareholders: information required by letter e. of numeral II. of Article 59.10.
In the case of change of the legal subject exercising effective control: the information required in Article 59.10.
If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.

ARTICLE 282.12 (PATRIMONIAL INFORMATION AND SIGNIFICANT FACTS REGARDING SHAREHOLDERS).
Companies administering crowdfunding platforms must annually obtain the following information from their direct shareholders who hold a participation equal to or greater than 15% (fifteen percent) of the capital and from the legal subject exercising effective control:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Natural persons: sworn statement regarding their financial situation with indication of assets, rights, and banking and non-banking debts, and the existence of liens affecting them. The date of the sworn statement may not be older than 3 (three) months.
Such statement must be accompanied by a notarial certification of the holder's signature.
Legal entities: financial statements corresponding to the last closed economic year with external auditor's report, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
The aforementioned information must:

be obtained within a period of 5 (five) months counted from December 31 of each year. In the case of legal entities, it will refer to the last financial statement closed during the previous calendar year.
be kept safeguarded at the headquarters of the collective financing platform administrator company, available to the Financial Services Superintendence.
A declaration must be presented before said Superintendence indicating that the required information has been obtained from all persons included and that it is available to the Financial Services Superintendence or that its shareholders are from the public sector or are institutions supervised by the Central Bank of Uruguay. Such declaration must be presented within a period of 5 (five) months counted from December 31 of each year. Additionally, they must inform the Financial Services Superintendence, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct shareholder holding a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal subject exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.

SUBSTITUTE in Chapter VII - OTHER INFORMATION, of Title I - INFORMATION REGIME, of Part IV BIS - COLLECTIVE FINANCING PLATFORM ADMINISTRATOR COMPANIES
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

COLECTIVE of Book VI - INFORMATION AND DOCUMENTATION, article 282.16 by the following:
ARTICLE 282.16 (OTHER INFORMATION).
Collective financing platform administrator companies must inform and remit to the Financial Services Superintendence:
a. Immediately upon occurrence or when they come to their knowledge, not exceeding the next business day, facts that constitute reasonable grounds to suspect that:
i. insider information has been improperly used
ii. market manipulation has been verified
b. Immediately upon knowledge of the fact, not exceeding the next business day:
i. any breach of any of the conditions agreed upon in an operation conducted within the framework of their Operational Regulations
ii. any fact that may affect the liability of collective financing platform administrator companies and the conduct of their operations
Within 2 (two) business days following: disciplinary resolutions adopted regarding the Securities Issuers operating therein, resulting from complaints or sanctioning procedures, providing a detailed account of the facts that warranted the sanction, the defenses of the sanctioned actor, and the reasons and grounds for taking the measure in question. In case an investigation concludes without sanctions, the Central Bank of Uruguay will also be informed of the actions taken.
c. Within 10 (ten) business days following any assembly, an authenticated copy of the corresponding minutes.
46. SUBSTITUTE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title II - INFORMATION REGIME, of Part V - SECURITIES INTERMEDIARIES of Book VI - INFORMATION AND DOCUMENTATION, articles 292, 292.1 and 292.2 by the following:
ARTICLE 292 (ACCOUNTING AND MANAGEMENT INFORMATION).
Securities intermediaries must present the following information:
a. Within a period of 4 (four) months counted from the end of each economic year:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

a.1 Authenticated copy of the Annual Report prepared by the Board of Directors or administrative body of the company regarding the management of social business and performance in the last period, according to the minimum content established in article 92 of Law No. 16.060 of September 4, 1989, duly signed. a.2 Original duly signed or authenticated copy of the Trustee's Report or oversight body report, if such body exists. a.3 Authenticated copy of the Shareholders or Partners Assembly Minutes approving the Financial Statements, duly signed. b. Within a period of 3 (three) months, counted from the end of each economic year:
b.1 Annual consolidated financial statements of the group to which the intermediary belongs, accompanied by External Audit Report, duly signed.
In cases where consolidation is not applicable, a sworn statement indicating the reasons why the intermediary does not prepare consolidated financial statements must be presented. b.2 Annual individual financial statements, accompanied by External Audit Report, duly signed. b.3 Sworn statement indicating the market value of assets under management at the end of the year, in case they develop portfolio management activities.
c. Within a period of 2 (two) months, counted from the end of the first semester of each economic year:
c.1 Consolidated semi-annual financial statements of the group to which the intermediary belongs, accompanied by Limited Review Report, duly signed.
In cases where consolidation is not applicable, a sworn statement indicating the reasons why the intermediary does not prepare consolidated financial statements must be presented. c.2 Individual semi-annual financial statements, accompanied by Limited Review Report, duly signed. c.3 Sworn statement indicating the market value of assets under management at the end of the semester, in case they develop portfolio management activities. d. Within a period of 1 (one) month, counted from the end of the first and third quarters of each economic year:
d.1 Consolidated quarterly financial statements of the group to which the intermediary belongs, accompanied by Compilation Report.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

In cases where consolidation is not applicable, a sworn statement indicating the reasons why the intermediary does not prepare consolidated financial statements must be presented. d.2 Individual quarterly financial statements, accompanied by Compilation Report. Audit and Limited Review Reports must be signed by a professional or firm of professionals registered in the Register of Auditors of the Central Bank of Uruguay. Failure to present the information on time and in due form will give rise to the application of the daily fine established in article 358. The verification of errors in the presented information will also give rise to the application of said daily fine, from the moment of its notification.
ARTICLE 292.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Securities intermediaries must inform the Financial Services Superintendence of the capitalization of equity items - resulting from both the application of legal norms and resolutions of the shareholders or partners assembly - within 5 (five) business days following its occurrence, supplying the following documentation:
a. Authenticated copy of the resolution adopted by the shareholders or partners assembly. b. Funded certification by a public accountant of the corresponding accounting registration.
c. The information necessary for the update of the Register of partners or shareholders referred to in article 296.1.
ARTICLE 292.2 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Securities intermediaries must inform the Financial Services Superintendence, within a period of 5 (five) business days following each imputation of the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, attaching an authenticated copy of the assembly minutes from which the decision to increase capital arises. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

SUBSTITUTE in Chapter IV - SENIOR PERSONNEL AND SHAREHOLDERS, of Title II - INFORMATION REGIME, of Part V - SECURITIES INTERMEDIARIES of Book VI - INFORMATION AND DOCUMENTATION, articles 296.1 and 297 by the following:
ARTICLE 296.1 (REGISTER OF PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep a Register of partners or shareholders of securities intermediaries, which will have a public character.
With respect to direct partners or shareholders, the provisions of articles 67 and 292.1 will apply.
Regarding indirect shareholders, changes must be informed to the Financial Services Superintendence, within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the shareholder chain: information required by letter e. of numeral II of article 64.1.
In the case of change of the legal subject exercising effective control: the information required in article 64.1.
The Financial Services Superintendence may request additional information to that indicated above.
ARTICLE 297 (PATRIMONIAL INFORMATION AND SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
Securities intermediaries must annually obtain the following information from their direct partners or shareholders holding a participation equal to or greater than 15% (fifteen percent) of the capital and from the legal subject exercising effective control:
Natural persons: sworn statement regarding their financial situation with indication of assets, rights, and banking and non-banking debts, and the existence of liens affecting them. The date of the sworn statement may not be older than 3 (three) months.
Such statement must be accompanied by a notarial certification of the holder's signature.
Legal entities: financial statements corresponding to the last closed economic year with external auditor's report, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
The aforementioned information must:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

be obtained within a period of 5 (five) months counted from December 31 of each year. In the case of legal entities, it will refer to the last financial statement closed during the previous calendar year.
be kept safeguarded at the headquarters of the securities intermediary, available to the Financial Services Superintendence.
A declaration must be presented before said Superintendence indicating that the required information has been obtained from all persons included and that it is available to the Financial Services Superintendence or that its shareholders are from the public sector or are institutions supervised by the Central Bank of Uruguay. Such declaration must be presented within a period of 5 (five) months counted from December 31 of each year. Additionally, they must inform the Financial Services Superintendence, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct partner or shareholder holding a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal subject exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.

SUBSTITUTE in Chapter II - SENIOR PERSONNEL AND SHAREHOLDERS, of Title II - INFORMATION REGIME, of Part VI - INVESTMENT ADVISORS of Book VI - INFORMATION AND DOCUMENTATION, articles 308 and 308.1 by the following:
ARTICLE 308 (REGISTER OF HOLDERS, PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep the register of holders, partners or shareholders of investment advisors, which will have a public character.
With respect to direct partners or shareholders, incorporations, removals or modifications must be informed to the Financial Services Superintendence accompanied by the information required by article 126.1 with the sworn statement provided in article 309, within a maximum period of 5 (five) business days from their occurrence. Regarding indirect shareholders, changes must be informed to the Financial Services Superintendence, within 10 (ten) business days following their occurrence, accompanied by:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443
In the case of changes in the shareholder chain: information required by letter d. of numeral II. of article 126.1.
In the case of change of the legal subject exercising control: the information required in article 126.1.
If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above.
ARTICLE 308.1 (INFORMATION ON SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
Investment advisors must inform the Financial Services Superintendence, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct partner or shareholder holding a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal subject exercising effective control, provided they are not institutions supervised by the Central Bank of Uruguay.
SUBSTITUTE in Chapter III - PREVENTION OF MONEY LAUNDERING, TERRORISM FINANCING AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, of Title II - INFORMATION REGIME, of Part VI - INVESTMENT ADVISORS of Book VI - INFORMATION AND DOCUMENTATION, the nomen-juris of article 309, which will be renamed "SWORN STATEMENT OF LEGITIMATE ORIGIN OF CAPITAL".
SUBSTITUTE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME, of Part VI BIS - PORTFOLIO MANAGERS of Book VI - INFORMATION AND DOCUMENTATION, article 310.3.1 by the following:
ARTICLE 310.3.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Portfolio managers must inform the Financial Services Superintendence of the capitalization of equity items - resulting from both the application of legal norms and resolutions of the partners or shareholders assembly - within 5 (five) business days following its occurrence, supplying the following documentation:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

a. Authenticated copy of the resolution adopted by the partners or shareholders assembly. b. Funded certification by a public accountant of the corresponding accounting registration.
c. The information necessary for the update of the Register of partners or shareholders referred to in article 310.7.
51. SUBSTITUTE in Chapter III - SENIOR PERSONNEL AND SHAREHOLDERS, of Title I - INFORMATION REGIME, of Part VI BIS - PORTFOLIO MANAGERS of Book VI - INFORMATION AND DOCUMENTATION, articles 310.7 and 310.8 by the following:
ARTICLE 310.7 (REGISTER OF PARTNERS OR SHAREHOLDERS).
The Central Bank of Uruguay will keep the register of partners or shareholders of portfolio managers, which will have a public character.
With respect to direct partners or shareholders, the provisions of articles 127.16.1 and 310.3.1 will apply.
Regarding indirect shareholders, changes must be informed to the Financial Services Superintendence, within 10 (ten) business days following their occurrence, accompanied by:

In the case of changes in the shareholder chain: information required by letter d. of numeral II. of article 127.14.
In the case of change of the legal subject exercising control: the information required in article 127.14.
If deemed necessary, the Financial Services Superintendence may request additional information to that indicated above.
ARTICLE 310.8 (INFORMATION ON SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
Portfolio managers must inform the Financial Services Superintendence, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the financial situation or suitability: (i) of the direct partner or shareholder holding a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal subject exercising control, provided they are not institutions supervised by the Central Bank of Uruguay. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443
SUBSTITUTE in Chapter IV - PREVENTION OF MONEY LAUNDERING, TERRORISM FINANCING AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, of Title I - INFORMATION REGIME, of Part VI BIS - PORTFOLIO MANAGERS of Book VI - INFORMATION AND DOCUMENTATION, the nomen-juris of article 310.10, which will be renamed "SWORN STATEMENT OF LEGITIMATE ORIGIN OF CAPITAL".
SUBSTITUTE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME, of Part VII - INVESTMENT FUND ADMINISTRATION COMPANIES of Book VI - INFORMATION AND DOCUMENTATION, articles 314, 315, 315.1 and 315.2 by the following:
ARTICLE 314 (ACCOUNTING AND MANAGEMENT INFORMATION).
Investment Fund Administration Companies must adhere to the following information regime:
Regarding periodicity:
a. With annual periodicity:
a.1 Within 3 (three) months following the closing date of the economic year:
i. Consolidated financial statements of the group to which the Administration Company belongs accompanied by External Audit Report, duly signed and with corresponding professional stamps.
In cases where consolidation is not applicable, a sworn statement indicating the reasons why the company does not prepare consolidated financial statements must be presented.
ii. Individual financial statements accompanied by External Audit Report, duly signed and with corresponding professional stamps.
iii. Financial statements of each of the administered Funds, signed by the Trustee or oversight body if any, accompanied by External Audit Report, duly signed and with corresponding professional stamps.
a.2 Within 4 (four) months following the closing date of the year:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

I. Authenticated copy of the Assembly Minutes approving the Financial Statements.
II. Original duly signed or authenticated copy of the Annual Report of the Board of Directors on the management of social business and performance in the last period, according to the minimum content established in article 92 of Law 16.060 on Commercial Companies, duly signed.
III. Original duly signed or authenticated copy of the Trustee's Report or oversight body report if any.
IV. Update of the risk rating of each of the Closed Investment Funds issued by a rating institution registered in the Securities Market Register.
b. With semi-annual periodicity, within 2 (two) months following the closing of the first semester of the economic year:
i. Consolidated financial statements of the group to which it belongs, accompanied by Limited Review Report, duly signed and with corresponding professional stamps.
In cases where consolidation is not applicable, a sworn statement indicating the reasons why the company does not prepare consolidated financial statements must be presented.
ii. Individual financial statements, accompanied by Limited Review Report, duly signed and with corresponding professional stamps.
iii. Financial statements of each of the administered Funds, signed by the Trustee or oversight body if any, accompanied by Limited Review Report, duly signed and with corresponding professional stamps.
c. With quarterly periodicity, within the month following the closing of the first and third quarters of the economic year:
i. Consolidated financial statements of the group to which the Administration Company belongs, accompanied by Compilation Report, duly signed and with corresponding professional stamps.
In cases where consolidation is not applicable, a sworn statement indicating the reasons why the company does not prepare consolidated financial statements must be presented.
ii. Individual financial statements, accompanied by Compilation Report, duly signed and with corresponding professional stamps.
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

iii. The Financial Statements of each of the Funds managed, signed by the Trustee or oversight body if any, accompanied by a Compilation Report and with the corresponding professional stamps.
d. With monthly periodicity, within 2 (two) business days following the close of each month, according to the form models that will be provided:
i. Daily evolution of: share value, issued shares, and extract of the composition of the investment portfolio.
ii. Detail of the assets that make up the investment portfolio of the managed funds at the end of each month.
iii. Daily compliance with the investment limits established in the regulations and their bylaws.
iv. Profitability of each of the funds, calculated according to the methodology provided by the Superintendence of Financial Services.
2. Regarding the content:
a. Investment Fund Administrating Companies must present their Financial Statements, as well as those corresponding to the funds they manage, in accordance with the accounting standards established in the current legislation for commercial companies and its regulation. b. The External Auditor or Audit Firm that signs the corresponding reports must demonstrate compliance with the requirements contained in Article 76. The Financial Statements must be signed by representatives of the Administrating Company. The timely and proper presentation of the information provided for in this article constitutes an indispensable requirement for the listing of closed public offering investment funds. Upon verification of the omission, automatic suspension of the listing will occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized. In the case of open-end investment funds, the omission of the timely and proper presentation of the information provided for in this article Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

will give rise to the application of the daily fine established in this Compilation.
ARTICLE 315 (ACCOUNTING AND MANAGEMENT INFORMATION - ADMINISTRATORS WITHOUT ACTIVE FUNDS).
Investment Fund Administrating Companies without active funds must present, on an annual basis, the following information:
a. Within 3 (three) months following the fiscal year-end date:
i. Annual consolidated Financial Statements of the group to which the Administrating Company belongs, accompanied by an External Audit Report, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration indicating the reasons why the company does not prepare consolidated Financial Statements must be presented;
ii. Annual individual Financial Statements, accompanied by an External Audit Report, duly signed and with the corresponding professional stamps.
iii. Financial Statements of each of the Funds managed, accompanied by an External Audit Report, duly signed and with the corresponding professional stamps.
b. Within 4 (four) months following the fiscal year-end date:
i. Certified copy of the Minutes of the Shareholders' Meeting approving the Financial Statements
ii. Original duly signed or certified copy of the Annual Report of the Board of Directors on the management of corporate business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Companies; duly signed;
iii. Original duly signed or certified copy of the Report of the Trustee or oversight body.
The Financial Statements must be signed by representatives of the Administrating Company.
The External Auditor or Audit Firm that signs the corresponding reports must demonstrate compliance with the requirements contained in Article 76.
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The omission of the timely and proper presentation of the information provided for in this article will give rise to the application of the daily fine established in this Compilation.
ARTICLE 315.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Investment fund administering companies must inform the Superintendence of Financial Services of the capitalization of equity items - arising both from the application of legal norms and from resolutions of the shareholders' meeting - within 5 (five) business days following its occurrence, supplying the following documentation:
a. Certified copy of the resolution adopted by the shareholders' meeting. b. Certified statement by a Public Accountant of the corresponding accounting registration.
c. The information necessary for the update of the Shareholders' Register referred to in Article 320.
ARTICLE 315.2 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
Investment fund administering companies must inform the Superintendence of Financial Services, within a period of 5 (five) business days following each charge to the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, attaching a certified copy of the shareholders' meeting minutes from which the decision to increase capital arises.
54. REPLACE in Chapter IV - SENIOR PERSONNEL AND SHAREHOLDERS, of Title I - INFORMATION REGIME, of Part VII - INVESTMENT FUND ADMINISTRATING COMPANIES of Book VI - INFORMATION AND DOCUMENTATION, articles 320 and 320.1 with the following:
ARTICLE 320 (SHAREHOLDERS' REGISTER).
The Central Bank of Uruguay will maintain a register of shareholders of investment fund administering companies.
With respect to direct shareholders, the provisions of Articles 77 and 315.1 shall apply.
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With regard to indirect shareholders, changes must be reported to the Superintendence of Financial Services within 10 (ten) business days following their occurrence, accompanied by:

In the case of changes in the shareholder chain: information required by letter e. of numeral II. of Article 72.1.
In the case of change of the legal entity exercising effective control: the information required in Article 72.1.
If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.
ARTICLE 320.1 (PATRIMONIAL INFORMATION AND SIGNIFICANT FACTS REGARDING SHAREHOLDERS).
Investment fund administering companies must obtain annually the following information from their direct shareholders who hold a participation equal to or greater than 15% (fifteen percent) of the capital and from the legal entity exercising effective control:
Natural persons: sworn declaration regarding their patrimonial situation with indication of assets, rights, and bank and non-bank debts, and the existence of liens affecting them. The date of the sworn declaration may not be older than 3 (three) months.
Such declaration must be accompanied by a notarial certification of the holder's signature.
Legal entities: financial statements corresponding to the last closed economic year with external audit opinion, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
The aforementioned information must:

be obtained within a period of 5 (five) months counted from December 31 of each year. In the case of legal entities, it refers to the last closed financial statement during the previous calendar year.
be kept safeguarded at the headquarters of the investment fund administering company available to the Superintendence of Financial Services.
A declaration must be presented before said Superintendence indicating that the required information has been obtained from all persons included and that it is available to the Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

Superintendence of Financial Services or that their shareholders are from the public sector or are institutions supervised by the Central Bank of Uruguay.
Such declaration must be presented within a period of 5 (five) months counted from December 31 of each year.
Additionally, they must inform the Superintendence of Financial Services, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the direct shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
55. REPLACE in Chapter VI - OTHER INFORMATIONS, of Title I - INFORMATION REGIME, of Part VII - INVESTMENT FUND ADMINISTRATING COMPANIES of Book VI - INFORMATION AND DOCUMENTATION, article 323 with the following:
ARTICLE 323 (MINUTES OF EXTRAORDINARY SHAREHOLDERS' MEETINGS).
Investment Fund Administrating Companies must present to the Central Bank of Uruguay a certified copy of the Minutes of Extraordinary Shareholders' Meetings held, within 10 (ten) business days following their celebration.
56. REPLACE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME FOR GENERAL FIDUCIARIES, of Part IX - FIDUCIARIES AND TRUSTS of Book VI - INFORMATION AND DOCUMENTATION, articles 332, 332.1 and 332.2 with the following:
ARTICLE 332 (ACCOUNTING AND MANAGEMENT INFORMATION OF FIDUCIARIES LEGAL ENTITIES).
Legal entities registered in the Securities Market Register - Fiduciaries section - in the category of general fiduciaries must adhere to the following information regime:
a. With annual periodicity:
a.1 Within 3 (three) months following the close of the economic year:
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i. Annual consolidated financial statements of the fiduciary with external audit opinion, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration duly signed with the corresponding professional stamps must be presented, indicating the reasons why the Fiduciary does not prepare consolidated financial statements.
ii. Annual individual financial statements of the fiduciary with external audit opinion, duly signed and with the corresponding professional stamps.
a.2 Within 4 (four) months following the close of the year and if they are commercial companies:
i. Certified copy of the shareholders' meeting minutes approving the financial statements.
ii. Original duly signed or certified copy of the annual report of the Board of Directors on the management of corporate business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Companies.
iii. Original duly signed or certified copy of the report of the Trustee or oversight body, if any.
b. With semi-annual periodicity, within 2 (two) months following the close of the first semester of the economic year:
i. Semi-annual consolidated financial statements of the fiduciary with limited review report, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration duly signed with the corresponding professional stamps must be presented, indicating the reasons why the fiduciary does not prepare consolidated financial statements.
ii. Semi-annual individual financial statements of the fiduciary with limited review report, duly signed and with the corresponding professional stamps.
c. With quarterly periodicity: within the month following the close of the first and third quarters of the economic year:
i. Consolidated financial statements of the fiduciary with compilation report, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration duly signed with the corresponding professional stamps must be presented, indicating the reasons Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

why the fiduciary does not prepare consolidated financial statements.
ii. Individual financial statements of the fiduciary with compilation report, duly signed and with the corresponding professional stamps.
The financial statements must be signed by representatives of the fiduciary.
The external audit opinions and limited review reports must be signed by a professional or firm of professionals registered in the Register of Auditors of the Central Bank of Uruguay.
The omission of the timely and proper presentation of the information provided for in this article will give rise to the application of the daily fine established in Article 358.
ARTICLE 332.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
General fiduciaries must inform the Superintendence of Financial Services of the capitalization of equity items - arising both from the application of legal norms and from resolutions of the Shareholders' Meeting - within 5 (five) business days following its occurrence, supplying the following documentation:
a. Certified copy of the resolution adopted by the Shareholders' Meeting. b. Certified statement by a Public Accountant of the corresponding accounting registration.
c. The information necessary for the update of the Shareholders' Register referred to in Article 336.
ARTICLE 332.2 (INFORMATION ON NON-CAPITALIZED CONTRIBUTIONS).
General fiduciaries must inform the Superintendence of Financial Services, within a period of 5 (five) business days following each charge to the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which said resources became available to them, attaching a certified copy of the shareholders' meeting minutes from which the decision to increase capital arises. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

REPLACE in Chapter III - SENIOR PERSONNEL AND SHAREHOLDERS, of Title I - INFORMATION REGIME FOR GENERAL FIDUCIARIES, of Part IX - FIDUCIARIES AND TRUSTS of Book VI - INFORMATION AND DOCUMENTATION, articles 336 and 336.1 with the following:
ARTICLE 336 (SHAREHOLDERS' REGISTER).
The Central Bank of Uruguay will maintain the register of holders, partners, or shareholders of General Fiduciaries that are not financial intermediation institutions nor investment fund administering companies, which shall be public.
With respect to direct holders, partners, or shareholders, incorporations, removals, or modifications must be reported to the Superintendence of Financial Services accompanied by the information required by letter e. of numeral II) of Article 101.1 with the sworn declaration provided in Article 337.1, within a maximum period of 5 (five) business days from their occurrence. With regard to indirect shareholders, changes must be reported to the Superintendence of Financial Services, within 10 (ten) business days following their occurrence, accompanied by:
In the case of changes in the shareholder chain: information required by letter e. of numeral II. of Article 101.1.
In the case of change of the legal entity exercising effective control: the information required in Article 101.1.
If deemed necessary, the Superintendence of Financial Services may request additional information to that indicated above.
ARTICLE 336.1 (INFORMATION ON SIGNIFICANT FACTS REGARDING PARTNERS OR SHAREHOLDERS).
General fiduciaries that are not financial intermediation institutions nor investment fund administering companies must inform the Superintendence of Financial Services, within a period of 2 (two) business days following the occurrence or knowledge thereof, any significant change that could negatively affect the patrimonial situation or suitability: (i) of the direct partner or shareholder who holds a participation equal to or greater than 15% (fifteen percent) of the capital or (ii) of the legal entity exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay. Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443
REPLACE in Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, of Title II - INFORMATION REGIME FOR FINANCIAL FIDUCIARIES, of Part IX - FIDUCIARIES AND TRUSTS of Book VI - INFORMATION AND DOCUMENTATION, article 339 with the following:
ARTICLE 339 (ACCOUNTING AND MANAGEMENT INFORMATION).
Financial Fiduciaries must adhere to the following information regime:
a. With annual periodicity:
a.1 Within 3 (three) months following the close of the economic year:
i. Annual consolidated Financial Statements of the group to which the Fiduciary belongs, accompanied by an External Audit Report, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration indicating the reasons why the Fiduciary does not prepare consolidated Financial Statements must be presented.
ii. Annual individual Financial Statements of the Fiduciary, accompanied by an External Audit Report, duly signed and with the corresponding professional stamps.
a.2 Within 4 (four) months following the close of the year, if they are joint-stock companies:
i. Certified copy of the Shareholders' Meeting Minutes approving the Financial Statements.
ii. Original duly signed or certified copy of the Annual Report of the Board of Directors on the management of corporate business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Companies, duly signed.
iii. Original duly signed or certified copy of the Report of the Trustee or oversight body, if any.
b. With semi-annual periodicity, within 2 (two) months following the close of the first semester of the economic year:
i. Semi-annual consolidated Financial Statements of the group to which the Fiduciary belongs, accompanied by a Limited Review Report, duly signed and with the corresponding professional stamps.
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In cases where consolidation is not required, a sworn declaration indicating the reasons why the Fiduciary does not prepare consolidated Financial Statements must be presented.
ii. Individual Financial Statements of the Fiduciary, accompanied by a Limited Review Report, duly signed and with the corresponding professional stamps.
c. With quarterly periodicity within the month following the close of the first and third quarters of the economic year:
i. Consolidated Financial Statements of the group to which the Fiduciary belongs, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.
In cases where consolidation is not required, a sworn declaration indicating the reasons why the Fiduciary does not prepare consolidated Financial Statements must be presented.
ii. Individual Financial Statements of the Fiduciary, signed by the representatives of the firm, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.
The Financial Statements must be signed by representatives of the Fiduciary.
The Audit and Limited Review Reports must be signed by a professional or firm of professionals registered in the Register of External Auditors of the Central Bank of Uruguay.
The timely and proper presentation of the information provided for in this article constitutes an indispensable requirement for the listing of public offering Trusts.
Upon verification of the omission, automatic suspension of the listing will occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.
59. REPLACE in Chapter I - ACCOUNTING AND FINANCIAL STATEMENTS, of Title I - INFORMATION REGIME, of Part X - SECURITIES DEPOSITARIES of Book VI - INFORMATION AND DOCUMENTATION, articles 344, 344.1 and 344.2 with the following:
ARTICLE 344 (ACCOUNTING AND MANAGEMENT INFORMATION).
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Securities companies must comply with the following information regime:
a. With annual frequency:
a.1 Within 3 (three) months following the closing of the fiscal year: the institution's financial statements with an external auditor's report, duly signed and with the corresponding professional stamps. a.2 Within 4 (four) months following the closing of the fiscal year:
i. Authenticated copy of the Shareholders' Meeting Minutes approving the financial statements.
ii. Original duly signed or authenticated copy of the Board of Directors' annual report on the management of corporate business and performance in the last period, according to the minimum content established in Article 92 of Law 16.060 on Commercial Companies.
iii. Original duly signed or authenticated copy of the supervisory body's report.
iv. Annual report issued by its external auditors, evaluating the existing internal control systems.
When applicable, information must be provided regarding significant deficiencies or missions observed and the recommendations issued to overcome them. b. With semi-annual frequency: within 2 (two) months following the closing of the first semester of the fiscal year: the institution's financial statements with a limited review report, duly signed and with the corresponding professional stamps.
c. With quarterly frequency: within the month following the closing of the first and third quarters of the fiscal year: the institution's financial statements with a compilation report, duly signed and with the corresponding professional stamps.
d. Within 10 (ten) business days following: minutes of any extraordinary general assembly held. e. Within the next business day after occurrence: any relevant event.
Financial statements must be signed by representatives of the securities company.
External auditor's reports and limited review reports must be signed by a professional or firm of professionals registered in the Register of Auditors of the Central Bank of Uruguay.
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ARTICLE 344.1 (INFORMATION ON CAPITALIZATION OF EQUITY ITEMS).
Securities companies must inform the Superintendency of Financial Services of the capitalization of equity items - originating both from the application of legal norms and from resolutions of the shareholders' meeting - within 5 (five) business days following its occurrence, providing the following documentation:
a. Authenticated copy of the resolution adopted by the shareholders' meeting. b. Funded certification by a public accountant of the corresponding accounting registration.
c. The information necessary for the update of the Shareholders' Register referred to in Article 346.
ARTICLE 344.2 (INFORMATION ON UNCAPITALIZED CONTRIBUTIONS).
Securities companies must inform the Superintendency of Financial Services, within the term of 5 (five) business days following each imputation of the "Contributions to Capitalize" account, the amount of resources irrevocably affected for the purpose of capitalization and the date on which such resources became available to them, attaching an authenticated copy of the shareholders' meeting minutes from which the decision to increase capital arises.
60. SUBSTITUTE in Chapter II - SENIOR PERSONNEL AND SHAREHOLDERS, of Title I - INFORMATION REGIME, of Part X - SECURITIES COMPANIES of Book VI - INFORMATION AND DOCUMENTATION, articles 345.3 and 346 with the following:
ARTICLE 345.3 (SHAREHOLDERS' REGISTER).
The Central Bank of Uruguay will keep a register of securities company shareholders, which will have a public character.
With respect to direct shareholders, the provisions of articles 133.1 and 344.1 shall apply.
With regard to indirect shareholders, changes must be reported to the Superintendency of Financial Services within 10 (ten) business days following their occurrence, accompanied by:
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy CIRCULAR N°2443

In the case of changes in the shareholder chain: information required by letter e. of numeral 2. of article 130.1.
In the case of change of the legal entity exercising effective control: the information required in article 130.1.
The Superintendency of Financial Services may request additional information to that indicated above.
ARTICLE 346 (PATRIMONIAL INFORMATION AND SIGNIFICANT FACTS REGARDING SHAREHOLDERS).
Securities companies must present the following information regarding their direct shareholders who hold a participation equal to or greater than 15% (fifteen percent) of the capital and the legal entity exercising effective control:
a. Annually:
a.1 Natural persons: sworn declaration regarding their patrimonial situation with indication of assets, rights, and bank and non-bank debts, and the existence of liens affecting them. The date of the sworn declaration cannot be older than 3 (three) months. This declaration must be accompanied by a notarial certification of the holder's signature. a.2 Legal entities: financial statements corresponding to the last closed fiscal year with an external auditor's report, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay. The aforementioned information must be presented within a term of 5 (five) months counted from December 31 of each year. In the case of legal entities, it refers to the last closed financial statement during the calendar year prior to the date of presentation. b. Within a term of 2 (two) business days following the occurrence or knowledge thereof: any significant change that could negatively affect the patrimonial situation or the suitability of the shareholder or the legal entity exercising effective control, provided they do not belong to the public sector, nor are they institutions supervised by the Central Bank of Uruguay.
SUBSTITUTE in Chapter IV - PREVENTION OF MONEY LAUNDERING, TERRORISM FINANCING AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, of Title I - INFORMATION REGIME, of Part X - SECURITIES COMPANIES of Book VI - INFORMATION AND
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DOCUMENTATION, the nomen-juris of article 346.2, which will be renamed "SWORN DECLARATION OF THE LEGITIMATE ORIGIN OF CAPITAL".
CRISTINA RIVERO
Intendant of Financial Supervision
2023-50-1-02066
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