Agreement No. 4-2022 of June 15, 2022 “Modifying Articles 3 and 46 of Agreement No. 2-2011 of April 1, 2011”

REPUBLIC OF PANAMA BOARD OF DIRECTORS SECURITIES MARKET SUPERINTENDENCE

Agreement No. 4-2022 (Dated June 15, 2022)

“Modifying Articles 3 and 46 of Agreement No. 2-2011 of April 1, 2011”

THE BOARD OF DIRECTORS Acting under its legal powers and

CONSIDERING

That through Law 67 of September 1, 2011, the Securities Market Superintendence (hereinafter the “Superintendence”) is created as an autonomous state body, with legal personality, its own assets, and administrative, budgetary, and financial independence, with exclusive authority to regulate and supervise issuers, investment companies, intermediaries, and other participants in the securities market in the Republic of Panama.

That pursuant to Article 121 of Law 67 of September 1, 2011, the National Assembly issued the Single Text comprising Decree-Law 1 of July 8, 1999, and Title II of Law 67 of September 1, 2011 (hereinafter the “Single Text”).

That Article 3 of the Single Text establishes that the Superintendence's general objective is the regulation, supervision, and oversight of securities market activities conducted in or from the Republic of Panama, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights.

That Article 10 of the Single Text establishes that the Board of Directors' powers include “Adopt, amend, and revoke agreements that develop the provisions of the Securities Market Law.”

That Article 14 of the Single Text establishes among the Securities Market Superintendent's powers the examination, supervision, and oversight of licensed entities, as well as their senior executives, securities brokers, and analysts, within the functions inherent to their licenses, as applicable.

That the Superintendence, through Agreement No. 2-2011 of April 1, 2011, adopted the rules applicable to the activities and operations of Securities Houses.

That through Agreement No. 1-2022 of January 26, 2022, provisions were amended and added to Agreement No. 2-2011, incorporating rules for the management and handling of global accounts, which in some cases are subject to compliance deadlines established in the regulation.

That, in this regard, Article 323 of the Single Text establishes that when the Superintendence contemplates amending an agreement, it must consider to determine if the action is necessary and appropriate: (a) the public interest, (b) investor protection, and (c) whether the action promotes efficiency, market competition, and capital formation.

That in Superintendence working sessions, the need to extend the compliance deadline for Articles 3 and 46 of Agreement No. 2-2011 of April 1, 2011, has been highlighted.

That, considering that the provisions contemplated in this Agreement correspond to actions granting an exemption or eliminating a restriction, Article 326 of the Single Text applies, meaning the provisions contained in Title XV regarding the “Administrative Procedure for the Adoption of Agreements” shall not apply to this Agreement.

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Therefore, the Board of Directors of the Securities Market Superintendence, acting under its legal powers,

AGREES

ARTICLE ONE: AMEND the Paragraph of Article 3 of Agreement No. 2-2011 of April 1, 2011, which shall read as follows:

Article 3. Activities and Services. ... PARAGRAPH: (Compliance Deadline). Securities houses currently engaged in execution brokerage activities shall have until August 31, 2022, to adapt their business plans in accordance with the provisions of this Article.

In the case of securities houses that must also adapt their business plans in accordance with the provisions established in Agreement No. 1-2022 of January 26, 2022, the compliance deadline to fulfill the provisions of this Article shall be the one established in Agreement No. 1-2022.

ARTICLE TWO: AMEND the Paragraph of Article 46 of Agreement No. 2-2011 of April 1, 2011, which shall read as follows:

Article 46. (Client Information): ... Paragraph (Compliance Deadline). Securities houses offering global account services shall have until August 31, 2022, to comply with the provisions of this Article.

ARTICLE THREE: EFFECTIVE DATE. This Agreement shall take effect from the day of its publication in the Official Gazette of the Republic of Panama.

PUBLISH AND COMPLY,

[Signature] José Ramón García De Paredes President of the Board of Directors, Ad Hoc

[Signature] Eduardo Lee Secretary of the Board of Directors, Ad Hoc

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