Exclusion of General Trustees from Financial Services Superintendence Control and Adjustments to Financial Trustee Regulations

CIRCULAR No. 2513

FINANCIAL SERVICES SUPERINTENDENCE – RESOLUTION FINANCIAL SERVICES SUPERINTENDENCE

VIEWING: The promulgation of Law No. 20.446 of 16 December 2025 (National Budget Law for the quinquennium 2025-2029).

RESULTING: That Article 693 of the aforementioned Law replaced Article 37 of Law No. 16.696 of 30 March 1995, as amended by Article 1 of Law No. 20.345 of 19 September 2024, excluding general trustees from the regulatory perimeter of the Financial Services Superintendence and replacing the name of financial trustees with that of financial professional trustees (literal G).

CONSIDERING: That it is necessary to eliminate from the Securities Market Regulations Compilation those articles that refer to the figure of general trustees, as well as to adapt the provisions relating to financial trustees, in order to align them with the aforementioned legal change.

ATTENTIVE: To the provisions of Articles 37 and 38 of Law No. 16.696 of 30 March 1995 as amended by Articles 693 and 694 of Law No. 20.446 of 16 December 2025 and to the proceedings contained in File No. 2026-50-1-01598.

THE FINANCIAL SERVICES SUPERINTENDENT

RESOLVES:

1. REPLACE in Chapter I - GENERAL PROVISIONS of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation Article 95 with the following:

ARTICLE 95 (FINANCIAL PROFESSIONAL TRUSTEES).
Financial professional trustees are those institutions authorized to act as trustees in financial trusts in accordance with the provisions of Article 26 of Law No. 17.703 of 27 October 2003 and its amendments; who may only act as trustees in a habitual and professional manner.
For the purposes of this Compilation, any reference to financial trustees shall be understood as referring to financial professional trustees.

2. REPEAL in Chapter I - GENERAL PROVISIONS of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation Articles 96 and 97.

3. REPLACE in Chapter I - GENERAL PROVISIONS of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation Articles 98 and 99 with the following:

ARTICLE 98 (PUBLIC REGISTER OF FINANCIAL PROFESSIONAL TRUSTEES).
Financial professional trustees must register in the Securities Market Register, Financial Professional Trustees Section, maintained by the Central Bank of Uruguay, for which purposes they must submit the information established in Articles 104 and following.

ARTICLE 99 (INCORPORATION INTO THE REGISTER OF INFORMATION ALREADY SUBMITTED TO THE CENTRAL BANK OF URUGUAY).
For the purposes of registration in the Securities Market Register, Financial Professional Trustees Section, the submission of information already held by the Central Bank of Uruguay will not be required.

4. REPEAL CHAPTER II – REGISTRATION OF GENERAL TRUSTEES of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation, including Articles 101, 101.1, 101.2, 102, and 103.

5. REPLACE in Chapter III - REGISTRATION OF FINANCIAL TRUSTEES of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation Article 104 with the following:

ARTICLE 104 (APPLICATION FOR REGISTRATION OF FINANCIAL PROFESSIONAL TRUSTEES).
For the purposes of the registration application, financial professional trustees must submit the following information and documentation:
a. Company name, indicating trade name and fictitious name if applicable, real and established 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 statutes. Joint-stock companies must stipulate in their statutes that shares must necessarily be registered (physical or book-entry).
c. Identification 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 104.1. e. List of senior management according to the definition established in Article 143, accompanied by the information required in Article 104.2. f. List of members of the economic group to which the trustee belongs, according to the definition established in Article 142, including a description of the activities carried out by them, operational and commercial links with the trustee, as well as details of their websites, if any. g. Financial statements for the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay, with external audit opinion, duly signed and with the corresponding professional stamps. h. Certified copy of the minutes of the competent corporate body that decided on the company's activity as a financial professional trustee.
i. Maintain permanently a net worth of no less than UI 2,500,000 (two million five hundred thousand Indexed Units).
j. Sworn declaration of the legitimate origin of capital in the terms of Article 341.2. k. Constitute a real guarantee in favor of the Central Bank of Uruguay for any obligations it might assume with said Bank or with third parties in the exercise of its activity as a Trustee. Such guarantee must be maintained at all times and will be integrated by:
k.1 An initial guarantee of UI 2,500,000 (two million five hundred thousand Indexed Units) which may consist of:

• Pledge on cash deposit denominated in Indexed Units constituted at the Central Bank of Uruguay;
• Pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities will be calculated at their nominal value.
  k.2 An additional guarantee to be constituted prior to each issuance, series reopening, or each issuance of series within the framework of a program, and will be 0.5% of the nominal value of the debt securities, participation certificates, or mixed titles to be issued on each occasion, up to a maximum amount equivalent to the Basic Net Worth required for Banks. The additional guarantee may consist of:
• Pledge on 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 calculated at their nominal value.
  The selected guarantee modality or modalities cannot be substituted before the year of their constitution or eventual subsequent replacement. Furthermore, in case the constituted guarantee includes one or more negotiable national public securities, the same cannot be substituted by other securities within a period of one year. The constituted guarantee will be totally or partially released when any of the causes for the extinction of the administered Trusts occur, in accordance with the provisions of Article 33 of Law No. 17.703 of 27 October 2003, or when the issued and outstanding amounts 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 Trustee have been fulfilled. The constituted guarantee will be totally released when registration in the Securities Market Register is denied, the application is withdrawn, or any of the causes for the cessation of the Trustee occur, in accordance with the provisions of Article 22 of Law No. 17.703 of 27 October 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.
  l. Description of services to be outsourced that are essential for the company's entry into operation. When services are 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 stipulated in Article 106.1 must be submitted.
  If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.

TRANSITIONAL PROVISION:
Financial professional trustees that do not comply with the provisions of this article, communicated by Circular No. 2477 of 29/05/2025, will have until 31/03/2027 inclusive to comply with these provisions.

6. INCORPORATE in CHAPTER III – REGISTRATION OF FINANCIAL TRUSTEES of Title VI - TRUSTEES AND TRUSTS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation the following articles:

ARTICLE 104.1 (INFORMATION ON SHAREHOLDERS).
At the time of applying for registration, financial professional trustees that are not financial intermediation institutions nor investment fund administrators must inform the name of their direct partners or shareholders and the persons who exercise effective control, attaching the following information and documentation:
I. Natural persons: the information required by Article 104.2.
II. Legal persons:
a. Certified copy of the partnership agreement 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 company. b.2. Certificate issued by the competent authority of the country of origin or notarized 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. Report and financial statements for the last closed economic year, with external audit opinion, duly signed and with the corresponding professional stamps.
d. Risk rating granted by a rating agency, if any. e. List of shareholders and identification 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 Financial Services Superintendence may request additional information beyond that indicated above.

ARTICLE 104.2 (PERSONAL AND PROFESSIONAL BACKGROUND).
The application for registration of financial professional trustees must be accompanied by the identification data (full name, date of birth, private domicile, email address, telephone, fax, and proof of identity issued by the country of which they are a natural citizen and by the country of which they are a resident, if any) and position to be held of each of the members of the senior management, attaching, in addition, the following information and documentation:
a. Curriculum vitae, which must include a detail of the level of education, training courses, and work experience. It must also include the information necessary to verify the provided background. b. Sworn declaration of their financial situation, indicating assets, rights, and bank and non-bank debts and the existence of liens on them. The date of the sworn declaration cannot be older than 3 (three) months. This declaration must be accompanied by a notarized certification of the holder's signature.
c. Sworn declaration with notarized certification of the holder's signature, detailing:
i. The name, headquarters, and business activity of the companies to which they have been or are linked, in a salaried or honorary capacity, as a partner or shareholder, director, executive, trustee, auditor, or in senior management, executive, or advisory positions, whether this situation is direct or indirect, through natural or legal persons of any nature. In particular, it must be stated whether any of the companies to which they have been linked has gone bankrupt, even if it occurred within the year following their separation.
ii. If they have been sentenced to pay damages in civil lawsuits initiated against them, as a result of their labor and professional activity, and if they have pending proceedings in this matter.
iii. If they have been sanctioned or are subject to investigation or disciplinary procedures by supervisory and/or financial regulation or self-regulation bodies.
iv. If they are a university professional, if they are or were affiliated with any college or association of professionals, indicating the name of the institution and the period of affiliation. Furthermore, they must declare that their license to practice their profession has not been withdrawn, as well as if they have received sanctions from a competent authority for violating norms or codes of ethics of professional associations.
v. If they are subject to any criminal judicial process or have received any conviction in criminal proceedings.
vi. Not being included in the causes of disqualification mentioned in Article 23 of Decree-Law No. 15.322 of 17 September 1982, as amended by Article 2 of Law No. 16.327 of 11 November 1992.
d. Certificate of Judicial Background issued by the Ministry of the Interior. In the case of natural persons who reside or have resided abroad, certificates of an equivalent nature issued by the competent authority of the country where they reside and those where they have resided in the last 5 (five) years must be presented. If deemed necessary, the Financial Services Superintendence may request additional information beyond that indicated above.

7. REPLACE in Title X - DEFINITIONS of Book I - AUTHORIZATIONS AND REGISTRATIONS of the Securities Market Regulations Compilation Article 143 with the following:

ARTICLE 143 (SENIOR MANAGEMENT).
Senior management is considered for the purposes of the provisions of this Compilation to:
a) Persons holding positions as directors or administrators, trustees, or members of Fiscal Commissions, Audit Committees, or other committees delegated by the Board of Directors or administrative body, as well as attorneys-in-fact or legal representatives of the company. b) Persons holding positions or performing the functions of general manager, deputy general manager, managers, internal auditor, general accountant, compliance officer, information regime officer, data, software, and documentation custodian officer, information security officer, and officer for handling complaints. c) Persons who, holding positions or maintaining a permanent relationship with the institutions, advise the management or administrative body.

8. REPLACE in Part I - GENERAL PROVISIONS of Book VI - INFORMATION AND DOCUMENTATION of the Securities Market Regulations Compilation Articles 255.2, 255.3, 255.4, 255.7, 255.8, 255.9, 255.10, and 256 with the following:

ARTICLE 255.2 (DATA AND SOFTWARE CUSTODY).
Stock exchanges, crowdfunding platform administrator companies, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund administrator societies, financial professional trustees, securities depositories, and risk rating agencies must implement data and software custody procedures, such that it is possible to reconstruct the information issued to the Central Bank of Uruguay, the accounting records, and each of the transactions that give rise to them -to a degree of detail such as to allow the identification of accounts and transactions in the items of the financial statements-, as well as any other data, including emails, instant messaging, and any other form of electronic messaging, that is considered relevant in the reconstruction of operations for the purposes of the Central Bank of Uruguay or for judicial requirements. Furthermore, they must safeguard the keys that allow the decryption of the data. The storage formats will be stipulated - in each case - by the Financial Services Superintendence. The aforementioned procedures must include, at a minimum, daily backup and must provide for the generation of at least 2 (two) backup copies, one of which must be stored at a reasonable distance from the processing center, in a building different from the same. The data, the keys, and their mentioned copies must not be exposed to the possibility that a single risk event could affect them simultaneously. Incremental backup is admitted, i.e., a backup that considers only the changes since the last backup performed, provided that the recovery procedures allow the complete restoration of the information for any day. Furthermore, they must have procedures that allow the recovery of all backed-up information. At least once a year, formal and duly documented recovery and integrity tests of data backups must be performed, which must ensure the institution's ability to recover all backed-up information.

ARTICLE 255.3 (DOCUMENTATION CUSTODY).
Stock exchanges, crowdfunding platform administrator companies, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund administrator societies, financial professional trustees, securities depositories, and risk rating agencies must implement procedures for the custody of all documentation issued supporting their management.

ARTICLE 255.4 (INTEGRITY OF RECORDS).
The records that, in compliance with current regulations, are kept by stock exchanges, crowdfunding platform administrator companies, securities intermediaries, investment advisors, portfolio managers, investment fund administrator societies, financial professional trustees, securities depositories, risk rating agencies, and virtual asset service providers must satisfy the integrity requirement, for which they may be prepared in:
a. Any electronic document storage medium, which has security measures that ensure confidentiality and availability;

b. Paper, using consecutively numbered sheets.
In both cases, measures must be adopted to guarantee the physical safeguarding of records and access only to authorized persons.

ARTICLE 255.7 (RETENTION PERIODS).
The original corporate books or the information supports containing their reproduction must be retained until the fulfillment of the 20 (twenty) year period determined by Article 80 of the Commercial Code.
This period shall be counted from the last entry or from the date they were issued or reproduced, as applicable, all without prejudice to the periods required by tax, labor, corporate, or other regulations.
The information and documentation referred to in Articles 255.2 and 255.3 of securities issuers, stock exchanges, companies administering crowdfunding platforms, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund management companies, professional financial fiduciaries, securities depositories, and rating agencies must be maintained for a period of no less than 10 (ten) years. All this information and documentation must be available in a timely manner, in the appropriate form, and under conditions that allow for processing.

ARTICLE 255.8 (OPERATIONAL CONTINUITY PLAN).
Stock exchanges, companies administering crowdfunding platforms, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund management companies, professional financial fiduciaries, securities depositories, and rating agencies must have a documented plan that ensures the continuity of operations in the event of any event affecting facilities, equipment, data, software, or the provision of outsourced services, making normal operations impossible. The aforementioned plan must be permanently updated. Tests -formal and duly documented- of its effectiveness must be carried out at least once a year.

ARTICLE 255.9 (DOCUMENT RETENTION).
Stock exchanges, companies administering crowdfunding platforms, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund management companies, professional financial fiduciaries, securities depositories, and rating agencies may, under their exclusive responsibility, opt for the procedures they deem most convenient for the conservation, storage, or archiving of documentation issued and of the information obtained or prepared in compliance with customer due diligence procedures.

RR-SSF-2026-559 Date: 31/08/2026 17:06:41
CIRCULAR NO. 2513

Without prejudice to the foregoing, the technology applied will be valid to the extent that the requirements established in Article 255.6 are satisfied.
Any original documentation whose reproduction is admitted and which has been carried out according to the provisions of this regime, prior to its physical destruction, must be made available to interested parties through formal notification for a term of 6 (six) months from said notification. Generic summons made through publication in the Official Journal and in another newspaper of the highest national circulation will be admitted as a formal means of notification.

ARTICLE 255.10 (DOCUMENT REPRODUCTION).
Stock exchanges, companies administering crowdfunding platforms, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund management companies, professional financial fiduciaries, securities depositories, and rating agencies may conserve, in substitution for the originals and to the extent that legal provisions do not oppose it, photographs, microfilming, or digitized reproductions of documents and vouchers related to their operations. The technology to be used will be valid provided that adequate methods for certifying the authenticity of the reproduced copies on the information supports used are established and the requirements established in Article 255.6 are satisfied. When proceeding to the destruction of files - always that it does not refer to operations or matters that are active or pending - procedures must be employed that prevent the identification of their content. In a book kept specifically for these purposes, a record must be drawn up signed by the person responsible for the reproduction and by the head of the department to which the documentation to be reproduced and/or destroyed belongs.

ARTICLE 256 (RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CENTRAL BANK OF URUGUAY OR OF THE SUPERINTENDENCY OF FINANCIAL SERVICES EMERGING FROM SUPERVISION OR AUDIT ACTS).
Securities issuers for public offerings, stock exchanges, companies administering crowdfunding platforms, securities intermediaries, investment advisors, portfolio managers, virtual asset service providers, investment fund management companies, professional financial fiduciaries, securities depositories, and risk rating institutions must transcribe in the minutes book of the administrative body, within 90 (ninety) days following notification or in the period indicated in the resolution itself, the resolutions adopted by the Board of Directors of the Central Bank of Uruguay or the Superintendency of Financial Services, referring to each institution in particular, emerging from acts of supervision or audit of compliance with legal and regulatory norms and particular instructions.

RR-SSF-2026-559 Date: 31/08/2026 17:06:41
CIRCULAR NO. 2513

Likewise, they must record in the aforementioned book the fines levied by the institution itself, within 90 (ninety) days following their assessment. This requirement will not apply to institutions that do not have the legal obligation to have corporate books.

9. DEROGATE TITLE I - REPORTING REGIME FOR GENERAL FIDUCIARIES, of Part IX - FIDUCIARIES AND TRUSTS of Book VI - INFORMATION AND DOCUMENTATION of the Compilation of Norms of the Securities Market, including Chapter I - GENERAL PROVISIONS, Chapter II - ACCOUNTING AND FINANCIAL STATEMENTS, Chapter III - SENIOR PERSONNEL AND SHAREHOLDERS, Chapter IV - RELEVANT EVENTS, and Chapter V - PREVENTION OF MONEY LAUNDERING, FINANCING OF TERRORISM, AND FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, as well as all its content.

10. INCORPORATE into CHAPTER IV – OTHER INFORMATION of TITLE II – REPORTING REGIME FOR FINANCIAL FIDUCIARIES, in PART IX – FIDUCIARIES AND TRUSTS of BOOK VI – INFORMATION AND DOCUMENTATION of the Compilation of Norms of the Securities Market, the following article:

ARTICLE 341.2 (SWORN DECLARATION OF THE LEGITIMATE ORIGIN OF CAPITAL).
Whenever shares are transferred or capital contributions are made to equity, professional financial fiduciaries must report this to the Superintendency of Financial Services within 5 (five) business days following the occurrence. For these purposes, a sworn declaration with notarized certification of the holder's signature must be presented, in which the legitimate origin of the contributed funds is justified, the amount of the contribution is indicated, the source of the funds is stated, and supporting documentation is attached. If deemed necessary, the Superintendency of Financial Services may request additional information for such justification.

11. SUBSTITUTE in Title I - GENERAL REGIME of Book VII - SANCTIONING AND PROCEDURAL REGIME of the Compilation of Norms of the Securities Market, Article 351 with the following:

ARTICLE 351 (REGIME).
Entities controlled by the Central Bank of Uruguay that infringe legal or regulatory norms, or the general norms and particular instructions in the matter issued by the Central Bank of Uruguay, will be subject to the following sanctions:

a. Issuers:

1. Observation
2. Warning
3. Fine
4. Suspension or cancellation of the listing of securities

RR-SSF-2026-559 Date: 31/08/2026 17:06:41
CIRCULAR NO. 2513

5. Suspension or cancellation of the authorization to make a public offering

b. Financial Intermediation Institutions:

1. Observation
2. Warning
3. Fine
4. Suspension or cancellation of their activities related to the Securities Market

c. Stock Exchanges, Stockbrokers, Securities Agents, Investment Fund Management Companies, Custody Companies, Securities Clearing and Settlement Companies, Companies Administering Crowdfunding Platforms, and Providers of Virtual Asset Services:

1. Observation
2. Warning
3. Fine
4. Suspension or cancellation of activities

d. Investment Advisors, Portfolio Managers, and other Professional Financial Fiduciaries:

1. Observation
2. Warning
3. Fine
4. Suspension or cancellation of activities related to the securities market

e. Rating Agencies:

1. Observation
2. Warning
3. Fine
4. Suspension or cancellation of their registration in the Securities Market Register

f. State-Participated Companies: Institutions included in Article 25 of Law No. 17.555 of September 18, 2002, will be subject to the following sanctions:

1. Observation
2. Warning

Without prejudice to the foregoing, non-compliance incurred will be communicated to the Executive Power.
The determination of the fines established in this Book does not preclude the exercise of the powers of the Central Bank of Uruguay to opt, in a duly founded manner, to apply this sanction or any other established in this article, as well as to decrease or increase its amount, if the gravity of the situation so requires. In such a hypothesis, the circumstances that motivated the non-compliance, the nature of the committed infringement, and in general, the considerations of fact and Law that correspond in each case will be valued.

12. COMMUNICATE the resolution via Circular.

JUAN PEDRO CANTERA
Superintendent of Financial Services

RR-SSF-2026-559 Date: 31/08/2026 17:06:41
Exp. 2026-50-1-01598
Publishable: Yes - Signatory: JUAN PEDRO CANTERA SENCIÓN CIRCULAR NO. 2513