Compilation of Securities Market Rules – Reopening of Series Subscription in Public Offering Securities Issuances

Montevideo, December 30, 2024
Ref: COMPILATION OF SECURITIES MARKET RULES –
REOPENING OF SERIES SUBSCRIPTION IN
PUBLIC OFFERING SECURITIES ISSUANCES.
The market is informed that the Superintendency of Financial Services adopted the following resolution on December 26, 2024:

1. SUBSTITUTE in Section I - Registration of public offering securities issued under the general regime, of Chapter III – Registration of public offering securities, of Title I – Issuers and Securities, of Book I – Authorizations and Registers of the Compilation of Securities Market Rules, Articles 11 and 12 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 submit 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, in accordance with the formalities provided for in the current regulations, with a sworn statement indicating that the definitive prospectus presented coincides with the draft prospectus approved by the Superintendency of Financial Services, 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: authenticated 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, except in the case of reopening of series which will be governed by the provisions of Articles 32.1, 32.2 and 123.1. In the case of share issuances, the period will begin to run once the periods for the exercise of preference rights established in Articles 326 and following of Law No. 16.060 of September 4, 1989 have ended. To this end, 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, having to present a copy of the same to the Superintendency of Financial Services 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 12 (PROSPECTUS).
The draft prospectus must contain, at a minimum, the following information:

1. Cover including:
   a. identification of the issuer b. designation of the series and program
   c. nominal value of the issuance
   d. identification of other entities participating in the issuance (registrant entity, paying agent, representative entity, etc.).
2. "Important Notice" detailing clearly and prominently - in cases where a financial institution participates in the issuance - the scope of that participation, as well as the obligations and responsibilities assumed by said institution.
3. Mandatory insertion text, in the terms of Article 13.
4. Summary of terms and conditions:
   a. characteristics of the program and series b. characteristics of the securities
   c. detailed description of the subscription, allocation, integration, issuance and reopening of series processes in accordance with what is established in Article 32.1
   d. description of the functioning and powers of the Assemblies of debt title holders, in accordance with the provisions of Article 15. e. if the possibility is admitted that persons linked to the issuer - as security holders - participate in the assemblies, this must be recorded prominently. To this end, the definition of linked persons established in Article 16 must be taken into account. f. summary of the auxiliary contracts of the issuance (registrant entity contract, paying agent contract, representative entity contract, etc.). g. guarantees granted, if any h. identification of the activity sector from which the payment risk of the security originates, defined according to the instructions to be issued.
5. Issuer information:

a. description of the investment project or object of the issuance b. legal contingencies
c. economic-financial-legal situation
d. list of partners or shareholders who are holders of more than 10% (ten percent) of the share capital of the issuing entity, specifying the percentage of participation corresponding to each of them. e. list of senior management, according to the definition given in Article 143 and their curricular backgrounds. f. organizational chart of the company g. code of ethics h. description of the most important risks associated with the issuance
i. description of the corporate governance practices adopted by the issuer, in accordance with the provisions of the corresponding regulations.
j. list of members of the economic group to which the issuer belongs, according to the definition given in Article 142.
6) Any other relevant information from the investor's perspective.
7) Annexes:
a. Copy of the minutes of the meeting of the competent bodies of the issuer that decided the issuance, its terms and conditions and the quotation of the securities. b. Copy of the auxiliary contracts of the issuance (registrant entity contract, paying agent contract, representative entity contract, etc.).
c. Copy of the guarantees granted duly constituted according to their modality, if any.
d. Model of the issuance document. e. Copy of the individual financial statements of the issuer and consolidated statements of the economic group, accompanied by Limited Review Report or Audit Report as applicable, corresponding to the last economic year. f. Copy of the latest financial statements of the issuer, according to the maximum admitted age criterion. g. Copy of the risk rating report. This requirement will not be demanded for those public offering securities issuances carried out under the simplified regime.

2. SUBSTITUTE in Section II - Registration of public offering securities issued through crowdfunding financing platforms, of Chapter III – Registration of public offering securities, of Title I – Issuers and Securities, of Book I – Authorizations and Registers of the Compilation of Securities Market Rules, Article 16.8 with the following:

ARTICLE 16.8 (PROSPECTUS FOR ISSUANCES ON CROWDFUNDING FINANCING PLATFORMS).
The draft prospectus must contain, at a minimum, the following information:

1. Cover including:
   a. identification of the issuer b. designation of the series and program
   c. nominal value of the issuance
   d. clarification that the company administering crowdfunding financing platforms will act as registrant entity, paying agent and representative entity.
2. "Important Notice" detailing clearly and prominently - in cases where a financial institution participates in the issuance - the scope of that participation, as well as the obligations and responsibilities assumed by said institution.
3. Mandatory insertion text, in the terms of Article 16.11.
4. Summary of terms and conditions:
   a. characteristics of the program and series b. characteristics of the securities
   c. detailed description of the subscription, allocation, integration, issuance and reopening of series processes in accordance with what is established in Article 32.2.
   d. description of the functioning and powers of the assemblies of debt title holders, in accordance with the provisions of Article 16.9. e. if the possibility is admitted that persons linked to the issuer - as security holders - participate in the assemblies, this must be recorded prominently. To this end, the definition of linked persons established in Article 16 must be taken into account. f. summary of the auxiliary contracts of the issuance (contracts celebrated with the company administering crowdfunding financing platforms, in its capacity as registrant entity, paying agent and representative entity, and others, if any). g. guarantees granted, if any. h. identification of the activity sector from which the payment risk of the security originates, defined according to the instructions to be issued.
5. Issuer information:
   a. description of the investment project or object of the issuance, identifying the institutions participating as underwriter and promoters of the issuance, if any. b. legal contingencies
   c. description of the economic-financial situation.
   d. list of holders, partners or shareholders who possess more than 10% (ten percent) of the share capital of the issuing entity, specifying the percentage of participation corresponding to each of them, administrators and persons exercising effective control. e. description of the most important risks associated with the issuance

f. description of the corporate governance practices adopted by the issuer, in accordance with the provisions of Article 184.21, attaching the code of ethics. g. list of members of the economic group to which the issuer belongs, according to the definition given in Article 142.
6) Annexes
a. Copy of the minutes of the meeting of the competent bodies of the issuer that decided the issuance, its terms and conditions, if applicable. b. Copy of the auxiliary contracts of the issuance (contracts celebrated with the company administering crowdfunding financing platforms in its capacity as registrant entity, paying agent and representative entity, and others, if any).
c. Copy of the guarantees granted duly constituted according to their modality, if any.
d. Model of issuance document e. Copy of the consolidated financial statements of the group, belonging to the last economic year, accompanied by compilation report, if applicable. f. Copy of the individual financial statements of the issuer corresponding to the last economic year. In the case that the issuer does not formulate financial statements, sworn tax declaration corresponding to the last closed year. g. Copy of the certificate of being up to date with the General Tax Directorate and the Social Prevision Bank or, in its absence, SME Certificate issued by the National Directorate of Crafts, Small and Medium Enterprises of the Ministry of Industry, Energy and Mining. In the case of non-resident securities issuers, certificates from the equivalent tax authorities of their country of origin must be presented.

3. INCORPORATE in Title I – Issuers and Securities, of Book I – Authorizations and Registers of the Compilation of Securities Market Rules, Chapter III bis - Reopening of the subscription of series in public offering securities issuances.

4. INCORPORATE in Chapter III bis - Reopening of the subscription of series in public offering securities issuances, of Title I – Issuers and Securities, of Book I – Authorizations and Registers of the Compilation of Securities Market Rules, the following articles:

ARTICLE 32.1 (REOPENING OF SERIES ISSUANCE UNDER GENERAL OR SIMPLIFIED REGIME)
Issuers of public offering securities under the general or simplified regime may proceed to the reopening of the subscription of those series in issuances of debt representative titles when the pending subscription amount has not been cancelled.

Such reopening must be communicated to the Superintendency of Financial Services with a minimum advance of 15 (fifteen) business days to the scheduled date of start of the reopening subscription, and must comply with the following requirements:
a. Be clearly and expressly stated in the terms and conditions of the original issuance. Otherwise, what is established in Article 16.1 must have been complied with previously. b. Prepare an Issuance Prospectus Supplement named “Issuance Prospectus Supplement - Series No. XXXX - Reopening No. XXXX”, with the following content:
b.1 mandatory insertion text, in the terms of Article 13. b.2 summary of the terms and conditions of the original issuance and its modifications, if any. b.3 reopening conditions, specifying the subscription, allocation, integration and issuance mechanisms, which may vary only in amounts and dates with respect to the original terms and conditions. The modification of any other condition must have the prior approval of the Superintendency of Financial Services, in which case the counting of the period established in the second paragraph will be suspended. b.4 detail of the issued and outstanding amounts of the corresponding series and payment compliance. b.5 any relevant fact or act occurring after the registration of the issuance or program and its respective series. b.6 risk rating report which cannot be older than 6 (six) months, if applicable. b.7 evolution of the market price of the instrument. Once the securities derived from the reopening are issued, securities issuers must submit to the Superintendency of Financial Services the following information:
a. on the business day following the issuance: note indicating the issued amount, b. within 10 (ten) business days following the issuance: authenticated copy of the issuance document.

ARTICLE 32.2 (REOPENING OF SERIES ISSUANCE THROUGH CROWDFUNDING FINANCING PLATFORMS).
Issuers of public offering securities that issue through crowdfunding financing platforms may proceed to the reopening of the subscription of those series in issuances of debt representative titles when the pending subscription amount has not been cancelled. Such reopening must be communicated to the company administering crowdfunding financing platforms, with a minimum advance of 15

(fifteen) business days to the scheduled date of start of the reopening subscription, and must comply with the following requirements:
a) Be clearly and expressly stated in the terms and conditions of the original issuance. Otherwise, what is established in Articles 16.10 and 16.14 must have been complied with previously. b) Prepare an Issuance Prospectus Supplement named “Issuance Prospectus Supplement - Series No. XXXX - Reopening No. XXXX”, with the following content:
b.1 mandatory insertion text, in the terms of Article 16.11. b.2 summary of the terms and conditions of the original issuance and its modifications, if any. b.3 reopening conditions, specifying the subscription, allocation, integration and issuance mechanisms, which may vary only in amounts and dates with respect to the original terms and conditions. b.4 detail of the issued and outstanding amounts of the corresponding series and payment compliance. b.5 any relevant fact or act occurring after the registration of the issuance or program and its respective series. b.6 risk rating report which cannot be older than 6 (six) months, if applicable. b.7 evolution of the market price of the instrument. The company administering crowdfunding financing platforms must submit to the Superintendency of Financial Services within a period of 3 (three) business days prior to the start of the reopening subscription, the issuance prospectus supplement and a sworn statement stating that it has received the documentation detailed above and that it has verified and evaluated that it complies with the requirements established by the regulations. The Superintendency of Financial Services will issue a Communication informing said reopening. After the securities derived from the reopening are issued, securities issuers must submit to the company administering crowdfunding financing platforms, within 10 (ten) business days following the issuance, an authenticated copy of the issuance document. The company administering crowdfunding financing platforms must present the aforementioned information to the Securities Market Register, immediately upon receipt, not exceeding the following business day.

5. SUBSTITUTE in Chapter I – Definition, legal nature and applicable regime, of Title III bis – Companies administering crowdfunding financing platforms, of Book I – Authorizations and Registers of the

Compilation of Securities Market Rules, Article 59.5 with the following:

ARTICLE 59.5 (RESPONSIBILITIES OF CROWDFUNDING FINANCING PLATFORM ADMINISTRATING COMPANIES).
To fulfill its purpose, companies administering crowdfunding financing platforms must:

• verify and evaluate compliance with the requirements applicable to issuers and securities registered on the platform;
• register issuers and securities issuances in the specific Section of the Securities Market Register of the Superintendency of Financial Services;
• verify compliance with the requirements demanded for the reopenings of series subscription in public offering securities issuances and make the communication to the Superintendency of Financial Services in accordance with what is established in Article 32.2.
• provide mechanisms to verify compliance with the limits as established in Article 215.4;
• disclose the information referred to in Article 215.1.

6. SUBSTITUTE in Section III - Public offering of financial trusts, of Chapter IV – Register of financial trusts, of Title VI – Trustees and trusts, of Book I – Authorizations and Registers of the Compilation of Securities Market Rules, Article 115 with the following:

ARTICLE 115 (ISSUANCE PROSPECTUS).
The draft issuance prospectus must contain, at a minimum, the following information:

1. Cover including:
   a. identification of the trust, settlor, trustee and beneficiary b. designation of the series and program
   c. nominal value of the issuance
   d. identification of the entities participating in the issuance (registrant entity, paying agent, representative entity, etc.).
2. "Important Notice" detailing clearly and prominently what is established in Article 121.
3. The clauses established in Articles 116 and 120, prominently.
4. Summary of terms and conditions:
   a. characteristics of the program and series b. characteristics of the securities

c. identification of all participating agents in the Trust and the issuance
d. detailed description of the subscription, allocation, integration, issuance - including the commission regime provided for - and reopening of series processes in accordance with what is established in Article 123.1. e. description of the functioning and powers of the Assemblies of debt title holders and participation certificates, as provided by Article 15. f. if the possibility is admitted that persons linked to the trustee - as title holders - participate in the assemblies, this must be recorded prominently. To this end, 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 (registrant 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.
5) General information:
a. identification of the trust for which the securities are issued b. identification of the trustee, indicating corporate name, domicile, telephone, email address
c. list of shareholders who are holders of more than 10% (ten percent) of the share capital of the trustee, specifying the percentage of participation corresponding to each of them.
d. list of senior management of the trustee, according to the definition established in Article 143 and their curricular backgrounds. 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. asset and liability valuation criteria of the trust
i. commission and expense regime 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 in case the trustee is a fund administration company or in the norms on that matter contained in the Compilation of Rules of Regulation and Control of the Financial System, in case the trustee is a financial intermediation institution.
6) Any other relevant information from the investor's perspective.

7. Annexes:
   a. Copy of the financial trust agreement b. Copy of the resolutions of the competent body of the settlor, authorizing the transfer of the trust assets and rights.
   c. 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 listing of the securities.
   d. Copy of the auxiliary contracts of the issuance (contract with the registering entity, payment agent contract, representative of the security holders contract, etc.). e. Copy of the guarantees granted, duly constituted according to their modality, if any. f. Models of the issuance document for the debt securities and the participation certificate. g. Copy of the trustee's financial statements: the last audited information must be included, as well as the information corresponding to the close of the last available quarter. h. Copy of the risk rating report.

7. INCORPORATE into Section III - Public Offering of Financial Trusts, of Chapter IV – Registration of Financial Trusts, of Title VI – Trustees and Trusts, of Book I – Authorizations and Registrations of the Compilation of Securities Market Regulations, the following article:
   ARTICLE 123.1 (REOPENING OF THE SUBSCRIPTION OF SERIES IN ISSUANCES MADE BY FINANCIAL TRUSTS).
   Financial trustees may proceed to reopen the subscription of those series in issuances of debt-representative titles when the outstanding subscription amount has not been cancelled.
   Such reopening must be communicated to the Superintendency of Financial Services with a minimum advance of 15 (fifteen) business days prior to the scheduled date of reopening subscription, and must comply with the following requirements:
   a. Be clearly and expressly stated in the terms and conditions of the original issuance. Otherwise, the provisions established in articles 16.1 and 108.1 must have been previously complied with. b. Establish, if applicable, the additional guarantee referred to in article 104.
   c. Prepare an Issuance Prospectus Supplement titled “Issuance Prospectus Supplement - Series No. XXXX - Reopening No. XXXX”, with the following content:
   c.1 mandatory insertion text, in the terms of article 116.

c.2 summary of the terms and conditions of the original issuance prospectus. c.3 reopening conditions, specifying the mechanisms for subscription, allocation, integration, and issuance, which may vary only in amounts and dates with respect to the original terms and conditions. The modification of any other condition must have the prior consent of the Superintendency of Financial Services, in which case the computation of the period established in the second paragraph shall be suspended. c.4 detail of the amounts issued and in circulation of the corresponding series and compliance with the payments of the series in question. c.5 any relevant fact or act occurring after the registration of the issuance or program and its respective series. c.6 risk rating report that cannot be older than 6 (six) months, if applicable. c.7 evolution of the market price of the instrument. Once the securities derived from the reopening are issued, the trustees must present the following information to the Superintendency of Financial Services:
a. the next business day after issuance: note indicating the issued amount, b. within 10 (ten) business days following issuance: authenticated copy of the issuance document.
8. SUBSTITUTE in Chapter VI – Other Information, of Title I – Information Regime, of Part II – Securities Issuers, of Book VI – Information and Documentation of the Compilation of Securities Market Regulations, article 269 with the following:
ARTICLE 269 (INFORMATION ON ISSUANCES, PAYMENTS AND OTHER CONCEPTS).
Securities issuers registered in the Securities Market Registry must inform the Central Bank of Uruguay regarding the issuances and reopenings carried out, the amounts actually issued, and the payments made for amortization, interest, dividends, or similar concepts. Payment agents will be responsible for transmitting information on payments made by them for amortization, interest, dividends, or similar concepts. Registering institutions will be responsible for informing the amount in circulation whenever it changes, with respect to those issuances in which they act in such capacity. This obligation is exempted for institutions that register Deposit Certificates unless these have periodic payments. The aforementioned information must be presented within the next business day after the event occurs, in the format established by regulation.

Furthermore, in the case of bond issuances, registering institutions must inform the total amount in circulation at the end of each month, detailing the amounts actually issued and the corresponding amortizations or redemptions carried out. Such information must be presented within 10 (ten) business days of the month following the reported period.
9. SUBSTITUTE in Chapter VII – Other Information, of Title I – Information Regime, of Part IV bis – Companies Administering Crowdfunding Platforms, of Book VI – Information and Documentation of the Compilation of Securities Market Regulations, article 282.17 with the following:
ARTICLE 282.17 (INFORMATION ON ISSUANCES, PAYMENTS AND OTHER CONCEPTS).
Crowdfunding platform administering companies must inform the Superintendency of Financial Services regarding registered issuances and reopenings carried out, the amounts actually issued, payments made for amortization, interest, dividends, or similar concepts, and the amount in circulation whenever it changes. The aforementioned information must be presented within the next business day after the event occurs, in the format established by regulation. Furthermore, in the case of bond issuances, crowdfunding platform administering companies must inform the total amount in circulation at the end of each month, detailing the amounts actually issued and the corresponding amortizations or redemptions carried out. Such information must be presented within 10 (ten) business days of the month following the reported period.
10. SUBSTITUTE in Title III – Information Regime for Financial Trusts, of Part IX – Trustees and Trusts, of Book VI – Information and Documentation of the Compilation of Securities Market Regulations, article 343 with the following:
ARTICLE 343 (PUBLIC OFFERING FINANCIAL TRUSTS - INFORMATION ON ISSUANCES, PAYMENTS AND OTHER CONCEPTS).
Financial trustees must inform the Central Bank of Uruguay regarding the issuances and reopenings carried out, the amounts actually issued, and the payments made for amortization, interest, or similar concepts. Payment agents will be responsible for transmitting such information, with respect to those issuances in which they participate.

The aforementioned information must be presented within the business day of the event occurring, in the format that regulation will establish.
11. INCORPORATE into Title II – Sanctions Applicable to All Institutions, of Book VII – Sanctioning and Procedural Regime of the Compilation of Securities Market Regulations, the following article:
ARTICLE 360.1 (NON-COMPLIANCE WITH REQUIREMENTS FOR REOPENING THE SUBSCRIPTION OF SERIES IN PUBLIC OFFERING SECURITIES ISSUANCES).
Non-compliance with the requirements for reopening the subscription of series in public offering securities issuances will be sanctioned with a fine between 5,000 UI (five thousand indexed units) and 50,000 UI (fifty thousand indexed units). To determine the fine, aspects such as the amount of the issuance will be valued, among others. CHRISTIAN SALVARREY Management of Strategic and Operational Management 2024-50-1-02329