Final Approval of the Proposed Modification to the Fee Regulation for Regulation and Services of the Securities Market Superintendence

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Superintendencia del Mercado de Valores de la Republica Dominiczmu CERTIFICATION The undersigned, Mr. Ervin Novas Bello, manager of the Central Bank of the Dominican Republic (hereinafter "Central Bank"), representing the Governor of the Central Bank, ex officio member and President of the National Securities Market Council (hereinafter "Council"); and Ms. Fabel María Sandoval Ventura, Secretary of the Council, CERTIFY that the text below constitutes a complete and faithful copy transcribed from the original of the Third Resolution, R-CNMV-2026-06-MV, adopted by the Council in the meeting held on the twenty-first (21) day of April of the year two thousand twenty-six (2026), which rests in the archives of this Secretariat, namely:

"THIRD RESOLUTION OF THE NATIONAL SECURITIES MARKET COUNCIL DATED TWENTY-ONE (21) OF APRIL OF THE YEAR TWO THOUSAND TWENTY-SIX (2026). R-CNMV-2026-06-MV REFERENCE: Final Approval of the proposed modification to the Fee Regulation for Regulation and Services of the Securities Market Superintendence.

BACKGROUND:
That by communication received on the first (1st) day of April of the year two thousand twenty-six (2026), the Securities Market Superintendent (hereinafter, "Superintendent") submitted to the knowledge and consideration of the National Securities Market Council (hereinafter "Council"), a request for approval of the draft modification to the Fee Regulation for Regulation and Services of the Securities Market Superintendence (hereinafter, "Fee Regulation"), with the aim of receiving final sanction.

That in accordance with the powers recognized by Law No. 249-17, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, of May 8, 2000, promulgated on December 19, 2017, and its modification (hereinafter, "Law No. 249-17"), and the Internal Regulation of the Council, adopted by this collegiate body through the First Resolution, R-CNMV-2018-06-MV, issued on November 29, 2018 (hereinafter, "Internal Regulation of the Council"); the Council, meeting validly after due summons, along with the corresponding supporting documentation, deems it appropriate to state the following:

CONSIDERING:

That in accordance with Article 7 of Law No. 249-17, the Securities Market Superintendence (hereinafter "Superintendence") has as its objective to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the aforementioned legal statute, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market.
That, from the harmonious reading of Articles 10 and 13 of the cited law, it derives that the Superintendence is integrated by a collegiate body, the Council, with essentially normative, supervisory, and control functions; and an executive official, the Superintendent, who is in charge of the direction, control, and representation of the institution.
That Article 13, numeral 4, of the aforementioned legal provision, establishes as an attribution of the Council to periodically review the regulatory framework of the securities market, adapting it to the trends and realities of this market, as well as to propose, on its own initiative or upon proposal of the Superintendent, the modifications that prove necessary.
That, likewise, Article 25 of Law No. 249-17 provides that "[t]he Council is the competent body to establish regulations regarding the activities of the securities market indicated in this law."
That, likewise, paragraph I of the mentioned article establishes that, "[i]n the exercise of regulatory power, the Council and the Superintendence will observe the principles of legality and the rules of public consultation, participation, and transparency contained in the Constitution of the Republic and the laws in force."
That it is worth highlighting that Article 2 of the aforementioned Law No. 249-17 reveals that the provisions contained in said legal statute apply to all natural and legal persons that carry out activities, operations, and transactions in the securities market of the Dominican Republic, with public offer securities that are offered or negotiated in national territory.
That, in parallel, in the paragraph of the mentioned article it is established that "[n]atural and legal persons that carry out any of the activities or services provided for in this law, will be subject to the regulation, supervision, and inspection of the Securities Market Superintendence, regarding the exercise of said activities or services mentioned."
That in accordance with Article 3, numeral 33, of Law No. 249-17, securities market participant "[i]s the natural or legal person, registered in the Securities Market Registry and regulated by the Securities Market Superintendence."
That, in this regard, Article 36 of that same law establishes that "[t]he Superintendence will have a Registry available to the public, which may be electronic, and in it will be registered the natural and legal persons that participate in the securities market, as well as public information regarding the securities registered in the Registry and of the securities market participants regulated by this law."
That Article 8 of the cited Law No. 249-17, determines the ways in which the Superintendence will obtain the necessary resources to finance its activities and cover its operational costs, among which are: 1) the charge for registration in the Securities Market Registry, 2) the periodic charge for maintenance and supervision of participants registered in the Registry; and, 3) the charge for supervision of negotiations and operations in the securities market.
That, additionally, paragraph I of the aforementioned article authorizes the Superintendence to receive income from: 1) the transfer assigned to the Superintendence in the General Budget of the Nation. 2) charges for activities developed for the market or the public in general. 3) technical cooperation agreement with the Central Bank of the Dominican Republic,
and 4) donation and cooperation from the Central Government, from multilateral organizations, and from foreign governments."
That, for its part, paragraph II of the same article prescribes that "[t]he amount and method of calculation of the charge concepts established in this article, and their method of payment, will be determined in the regulation issued for such purposes by the Council [...]."
That, in compliance with the Third Transitory Provision of Law No. 249-17, the Council was under the obligation to issue, among others, the "Fee Regulation".
That, in exercise of its normative power, the Council sanctioned through the First Resolution, R-CNMV-2018-10-MV, dated December 11, 2018, the Fee Regulation, whose objective, according to its Article 1, consists of "establishing the amount and method of calculation of fees for regulation for registration, maintenance, and supervision of securities market participants, for negotiations and operations carried out in the securities market, for negotiations and operations carried out in the securities market in accordance with Article 8 of Law No. 249-17 [...]."
That, subsequently, through the First Resolution, R-CNMV-2025-14-SIMV, dated May 7, 2025, the Council approved the modification of the regulatory agenda or planning of the Superintendence, corresponding to the period from March to September of the year 2025, incorporating, among other projects, the initiative to modify the Fee Regulation, due to the need to adjust certain fees applicable to participants of the Securities Market.
That, by means of the Second Resolution, R-CNMV-2025-20-MV, issued on October 21, 2025, the Council authorized the Superintendent to submit the draft modification of the Fee Regulation to public consultation, directed at market participants and interested sectors, in observance of the provisions of Law No. 200-04, General Law on Free Access to Public Information, its implementing regulation approved by Decree No. 130-05, and other current regulations;
That by communication received in the Council Secretariat on April 1, 2026, the Superintendent submitted to the consideration of this collegiate body the draft modification of the Fee Regulation for final approval.
That, in accordance with what is stated in the aforementioned communication, "[t]he object of the regulatory modification project is to harmonize the capital ranges of securities intermediaries, eliminate fees on commercial paper, incorporate the fee for public offerings of green, social, and sustainable bonds, as well as incorporate a caveat regarding Fee B for supervision of custody."
That, likewise, it is noted that the aforementioned project was submitted to public consultation from December 1, 2025, to February 10, 2026, inclusive, complying with the formalities provided for in the legal order for the participation of interested parties and the due consideration of their observations.
That, together with the request submitted by the Superintendent, various documents prepared by the technical areas of the Superintendence were sent, including the draft of the regulatory modification project, the matrix of comments received from the Dominican Association of Investment Fund Management Companies (hereinafter "ADOSAFI"), and a list of relevant data from the file.
That, as part of the actions oriented to guarantee the adequate justification of the regulatory proposal, a regulatory report on the draft modification of the Fee Regulation prepared by the Division of Standards of the Regulation and Innovation Directorate was incorporated into the administrative dossier.
That from the analysis of the documentation that makes up the file, it is verified that, as a result of the public consultation process, observations were received from ADOSAFI, which were evaluated with the participation of the technical units of the Superintendence.
That the matrix of comments contains a consolidated list of the observations presented, particularly regarding the modification of Articles 5 and 7 of the current text, as well as the technical considerations that support their acceptance or rejection.
That, in accordance with the list of relevant data, it was not necessary to hold a working group, as this space is reserved for addressing technical aspects that require specialized discussion, which was not evident in the observations received during the public consultation process.
That the aforementioned regulatory report justifies the normative modification in the need to harmonize the capital ranges of securities intermediaries, eliminate fees applicable to commercial paper, incorporate new fees linked to sustainable financial instruments (green, social, and sustainable bonds), and adjust the treatment of Fee B for supervision of custody.
That said report also specifies that the proposal generates impacts on market participants, the Superintendence, and the market as a whole, highlighting that the resulting economic burden is proportional and has been evaluated through a technical economic impact analysis prepared by the Administrative and Financial Directorate.
That, likewise, it is recorded that, as a result of the consultative process, the final text incorporates, among others, the following adjustments:
I
Excluded from Annex II "Charges for administrative services" are those modifications to the internal regulations made by investment fund management companies that concern aspects that are not subject to the approval of the holders' assembly.
That, during the corresponding session, the technical team of the Superintendence orally exposed the essential elements of the proposal, highlighting that the modifications respond to the need to incentivize the development of the Dominican securities market, as well as to recognize the operational effort associated with the processing of modifications of constitutive documents.
That, likewise, it was highlighted that the proposed adjustments are pertinent and strategically aligned with institutional objectives, by promoting the update of the fee regime, strengthening efficiency and transparency, and promoting the use of innovative and sustainable financial instruments.
That, by virtue of the foregoing, the technical area concluded that the modification of the Fee Regulation constitutes the most adequate alternative to introduce the required adjustments for the adequate operation and development of the securities market.
That, in accordance with what is provided by Article 138 of the Constitution of the Dominican Republic, "[t]he Public Administration is subject in its actions to the principles of efficiency, hierarchy, objectivity, equality, transparency, economy, publicity, and coordination, with full submission to the legal order of the State."
That, attending to the principle of legality enshrined in Article 3, numeral 1, of Law No. 107-13, on the Rights of Persons in their Relations with the Administration and of Administrative Procedure, promulgated on August 6, 2013 (hereinafter "Law No. 107-13"), every administrative act must be fully subject to the legal order of the State.
That, in the same line, the principle of rationality provided for in said Law No. 107-13 demands that the Administration act through good decisions that objectively value all interests at stake in accordance with good democratic governance.
That, likewise, the principle of proportionality, established in the aforementioned Article 3, numeral 9, of Law No. 107-13, imposes the obligation to adopt measures that are suitable, necessary, and balanced in relation to the pursued ends.
That these legal principles entail an express mandate, insofar as this Council must observe the established norms and guarantee legal certainty and consequent predictability, trust, and predetermination of its actions, in guarantee of the due administrative process.
That, it is important to highlight that the preamble of Law No. 247-19, as an expression of the values and principles that support said statute and endowed with legal relevance, establishes in its Third Consideration that the regulation of the securities market has as its objective the protection of investors, the promotion of fair, efficient, and transparent markets, and the reduction of systemic risk.
That, in attention to said objectives, the Fourth and Fifth Considerations of the aforementioned law, recognize the regulatory body with broad normative power to issue the necessary provisions in the different areas of the market, allowing its timely adaptation to the dynamic of this.
That, from the arguments developed in the preceding paragraphs, and based on technical criteria and the applicable legal framework, this Council considers that the Fee Regulation requires adjustment with the purpose of adapting the fee regime to the current conditions of the securities market.
That, for such purposes, this collegiate body has weighed the adjustments proposed by the technical body of the Superintendence, considering the evolution and dynamics of the market, as well as the need to ensure the sustainability and efficiency of the operational management of the regulatory body.
That said criterion is based on the fact that the contemplated measures strengthen the supervision financing scheme, promote equity in the distribution of regulatory burdens, and favor the transparency of the fee system, motivations that acquire special relevance in a context in which the regulation of the securities market must evolve continuously, in order to respond to structural changes and financial innovation.
That, in that sense, for this Council, the update of fees constitutes an essential instrument to preserve the operational sustainability of the Superintendence, ensuring the availability of technical and human resources necessary for the effective exercise of its competencies of regulation, supervision, and inspection.
That, in equal order, the incorporation of new fees, as well as the suppression or adjustment of other existing ones, responds to the need to reflect more precisely the regulatory burden associated with certain instruments, operations, and services, avoiding distortions in the allocation of costs among the different participants of the market. Particularly, the inclusion of fees applicable to sustainable financial instruments, such as green and social bonds, contributes to providing legal certainty and predictability to the applicable regime, while fostering the development of this type of issuance under conditions of transparency and adequate supervision.
That, likewise, the elimination of fees that have lost pertinence, such as those associated with commercial paper, and the introduction of specific adjustments in components of the fee scheme, such as Fee B relative to the supervision of the custody activity, allow optimizing the structure of regulatory revenues, aligning it with the operational reality of the market and with the risks that effectively must be supervised.
That, from the market's perspective, the proposed modifications strengthen the confidence of participants by consolidating a clearer, coherent fee framework aligned with international best practices, which results in higher levels of transparency, predictability, and legal security. At the same time, they contribute to incentivizing financial innovation and the diversification of instruments, insofar as they recognize and expressly regulate new financing modalities, thus promoting the orderly and sustainable growth of the Dominican securities market.
That, consequently, the update of the Fee Regulation not only responds to a technical and normative need, but constitutes a strategic measure oriented to robust the functioning of the market, strengthen the institutional capacity of the Superintendence, and foster a more efficient, balanced regulatory environment in accordance with current trends in the financial sector.

That, in attention to what has been previously expressed and valued the information and documents that make up the administrative file, this Council deems it appropriate to finally approve the draft modification of the Fee Regulation submitted for consideration.

VIEWED:
a. The Constitution of the Dominican Republic, voted and proclaimed by the National Assembly on October 27, 2024. b. Law No. 249-17, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, of May 8, 2000, promulgated on December 19, 2017, and its modification.
c. Law No. 107-13, on the Rights of Persons in their Relations with the Administration and of Administrative Procedure, dated August 6, 2013.
d. Law No. 200-04, General Law on Free Access to Public Information, dated July 28, 2004. e. Law No. 167-21 on Regulatory Improvement and Simplification of Procedures of August 9, 2021. f. The Regulation of the General Law on Free Access to Public Information, approved by Decree No. 130-05, dated February 25, 2005. g. Decree No. 486-22, dated August 24, 2022, which approves the Implementing Regulation of Law No. 167-21 on Regulatory Improvement and Simplification of Procedures. h. The Internal Regulation of the National Securities Market Council, issued through the First Resolution, R-CNMV-2018-06-MV, dated November 29, 2018.
i. The Fee Regulation for Regulation and Services of the Securities Market Superintendence.

Lineage: In force