General Internal Regulation	CEDEVAL
Approved by the Board of Directors in session JD-02/2022 dated 22/02/2022	Version: 01	Page: 1 of 57

CEDEVAL

CENTRAL SECURITIES DEPOSITORY

GENERAL INTERNAL

REGULATION

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General Internal Regulation	CEDEVAL
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Contents

TITLE I.................................................................................................................................................................. 7
GENERAL PART.................................................................................................................................................. 7
CHAPTER I............................................................................................................................................................ 7
GENERAL PROVISIONS............................................................................................................................ 7
Nature.............................................................................................................................................................. 7
Legal Regime....................................................................................................................................................... 8
Regulation..................................................................................................................................................... 8
Modifications to the Regulation............................................................................................................................... 9
Definition of Terms......................................................................................................................................... 9
Functions............................................................................................................................................................. 14
CHAPTER II......................................................................................................................................................... 15
CORPORATE GOVERNANCE.............................................................................................................................. 15
Corporate Governance Structure.................................................................................................................... 15
Board of Directors..................................................................................................................................................... 15
Presidency........................................................................................................................................................... 16
General Management................................................................................................................................................. 17
Registrar........................................................................................................................................................... 17
Implementation of Corporate Governance Standards.................................................................................. 18
Management of Conflicts of Interest......................................................................................................................... 18
Code of Corporate Governance........................................................................................................................ 18
Risk Management.............................................................................................................................................. 18
External Audit and Oversight................................................................................................................................... 18
Internal Control System................................................................................................................................. 18
Committees................................................................................................................................................................ 19
Regulatory Compliance Function................................................................................................................. 19
CHAPTER III........................................................................................................................................................ 20
PARTICIPANTS................................................................................................................................................. 20
Participants......................................................................................................................................................... 20
Operations......................................................................................................................................................... 21
Information Requirements............................................................................................................................. 23
Obligations of Participants............................................................................................................................... 24
Contractual Suspension by CEDEVAL............................................................................................................. 24
Contractual Termination by the Participant...................................................................................................... 24
Entities Subject to Intervention....................................................................................................................... 25
Access or Identification Keys...................................................................................................................... 25
TITLE II............................................................................................................................................................... 26
ELECTRONIC RECORDS........................................................................................................................... 26
CHAPTER I........................................................................................................................................................... 26
ELECTRONIC RECORD OF ISSUANCE DEPOSIT.......................................................................... 26
Electronic Record of Issuance Deposits...................................................................................................... 26

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Unregistered or Uninscribed Issuances................................................................................................................ 27
CHAPTER II......................................................................................................................................................... 27
ELECTRONIC RECORD OF SECURITIES ACCOUNTS.............................................................................. 27
Electronic Record of Securities Accounts...................................................................................................... 27
Co-ownership Accounts..................................................................................................................................... 27
Responsibility................................................................................................................................................... 28
Securities Accounts.............................................................................................................................................. 28
Types of Accounts................................................................................................................................................. 28
Operations Between Accounts................................................................................................................................. 29
Inactive Accounts................................................................................................................................................. 30
CHAPTER III........................................................................................................................................................ 30
ELECTRONIC RECORD OF SHAREHOLDERS............................................................................................... 30
Shareholder Register........................................................................................................................................ 30
CHAPTER IV........................................................................................................................................................ 31
DOCUMENT CUSTODY REGISTER............................................................................................... 31
TITLE III.............................................................................................................................................................. 31
CEDEVAL OPERATIONS AND SERVICES.................................................................................................. 31
CHAPTER I........................................................................................................................................................... 31
DEPOSIT AND WITHDRAWAL OPERATIONS OF ISSUANCES AND SECURITIES.............................................. 31
Issuance or Securities Deposit Contract............................................................................................. 32
Securities Administration................................................................................................................................... 32
Deposit of issuances authorized for public offering,
represented by book entries or by securities..................................................................................................... 32
Deposit of securities belonging to issuances authorized for public offering and that are
represented by means of securities................................................................................................... 32
Deposit of securities not registered with the Superintendence, represented by
book entries or by securities....................................................................................................... 33
Deposits and Withdrawals.............................................................................................................................................. 33
Withdrawal of Issuances and Book Entries............................................................................................ 33
Withdrawal of Issuances and Book Entries from Abroad.................................................................... 34
Documentary Archive.............................................................................................................................................. 35
CHAPTER II......................................................................................................................................................... 35
CUSTODY OPERATIONS......................................................................................................................... 35
Custody................................................................................................................................................................ 35
Custody of Securities.................................................................................................................................. 35
Custody of Documents..................................................................................................................................... 35
CHAPTER III........................................................................................................................................................ 36
OPERATIONS WITH THE CENTRAL BANK OF RESERVE AND THE STATE.................................................. 36
Delegation by the Central Bank of Reserve.................................................................................................... 36
Instrumentation of the Delegation....................................................................................................................... 36
Applicable Legal and Regulatory Regime................................................................................................................ 36
Obligations of CEDEVAL......................................................................................................................................... 36

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Accounts of the Central Bank of Reserve and the State....................................................................................... 37
CHAPTER IV........................................................................................................................................................ 37
SERVICES RELATED TO THE DEPOSITORY RECORDS................................................... 37
Account Statements............................................................................................................................................... 37
Designation of Beneficiaries.............................................................................................................................. 37
Exchange of Securities and Share Certificates................................................................................................ 38
Amortization of Securities...................................................................................................................................... 38
Representation in the Exercise of Rights...................................................................................................... 38
Representation of Social Rights.......................................................................................................... 39
Liquidation of Economic Rights...................................................................................................................... 39
Deposit of Securities Not Registered for Public Offering......................................................... 39
Encumbrances on Securities................................................................................................................................. 39
Pledge on Securities.......................................................................................................................................... 40
Seizures on Securities..................................................................................................................................... 40
Other Encumbrances............................................................................................................................................... 41
Inseizability of Securities in Administration................................................................................................ 41
Types of Documents Issued by CEDEVAL.............................................................................................. 41
Documentation Formats............................................................................................................................... 42
Legitimation Certificates............................................................................................................................... 42
Certificates of Book-Entry Securities....................................................................................................................... 43
CHAPTER V......................................................................................................................................................... 43
MANAGEMENT OF GUARANTEES................................................................................................................. 43
Registration and Inscription of Guarantees.................................................................................................... 43
Types of Guarantees............................................................................................................................................... 43
Receipt and Return of Documents........................................................................................................... 44
Representation of Guarantee Beneficiaries.................................................................................................. 44
Execution of Guarantees.................................................................................................................................. 44
TITLE IV.............................................................................................................................................................. 45
COMPENSATION AND SETTLEMENT.................................................................................................................. 45
CHAPTER I........................................................................................................................................................... 45
COMPENSATION AND SETTLEMENT SYSTEM........................................................................................... 45
Compensation and Settlement System of Operations............................................................................... 45
Guiding Principles of the System......................................................................................................................... 45
Stock Exchange Compensation Process of Operations......................................................................................... 46
Settlement Process of Operations............................................................................................................ 47
Procedure in Case of Defaults............................................................................................................................... 47
CHAPTER II......................................................................................................................................................... 47
OPERATIONS CARRIED OUT IN THE TRADING SYSTEMS OF THE EXCHANGE............................ 47
Agreements and Contracts with Related Institutions.................................................................................... 47
Relationship with a Stock Exchange.................................................................................................................... 48
Relationship with other Institutions......................................................................................................................... 48

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TITLE V

INTERNATIONAL OPERATIONS

CHAPTER I

OPERATIONS WITH FOREIGN SECURITIES

CHAPTER II

FOREIGN STOCKBROKERS

Remote Operators

Remote Operations

CHAPTER III

INTERNATIONAL CUSTODY CONTRACTS

TITLE VI

ELECTRONIC TRADING SYSTEMS

SINGLE CHAPTER

ELECTRONIC SIGNATURE

Communications and Electronic Signature

Information Systems

TITLE VII

INSTITUTIONAL RISK MANAGEMENT AND CONTROL SYSTEMS

CHAPTER I

INTEGRAL RISK MANAGEMENT SYSTEM

CHAPTER II

INTERNAL CONTROL SYSTEM

Internal Control Function

Internal Control Officer

Systems Audit Officer

CHAPTER III

CYBERSECURITY AND BUSINESS CONTINUITY MANAGEMENT SYSTEM

Cybersecurity, Information Security, and Business Continuity

CHAPTER IV

ANTI-MONEY LAUNDERING AND TERRORISM FINANCING PREVENTION SYSTEM

Money Laundering and Terrorism Financing Risk Management

Responsible for the AML/CFT Function

Information Requirements

TITLE VIII

FINAL PROVISIONS

SINGLE CHAPTER

FEES, COMMISSIONS, SURCHARGES, AND PENALTIES

Transparency in Commission Setting

Commissions

Contractual Information for Users

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Contractual Penalties

Publications

Resolution of Unforeseen Cases

FINAL CHAPTER

TRANSITIONAL PROVISIONS, REPEALS, AND EFFECTIVENESS

Prior Embargoes

Repeals

Effectiveness

General Internal Regulation	CEDEVAL
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TITLE I

GENERAL PART

CHAPTER I

GENERAL PROVISIONS

Nature

Art. 1.- Central de Depósito de Valores, Variable Capital Anonymous Society, hereinafter also referred to as CEDEVAL or the Depository, is a financial company that is part of the securities market, whose corporate purpose is the provision of deposit, administration, and custody services for securities; it may carry out clearing and settlement operations for transactions, in accordance with the Law on Electronic Book Entries of Securities in Account, the Securities Market Law, and other laws whose application is appropriate; and it shall carry out the operations described by the Securities Market Law, especially in accordance with its Arts. 75 and 79, as well as it may carry out the operations and keep the records provided for by the Law on Electronic Book Entries of Securities in Account.

CEDEVAL is subject to the financial supervision exercised by the Superintendencia del Sistema Financiero (SSF).

Art. 2.- Based on Art. 80 of the Securities Market Law and Art. 16 of the Law on Electronic Book Entries of Securities in Account, this Internal Regulation has the following objectives:

a) The basic rules regarding the organizational and administrative structure of the Central de Depósito de Valores, Variable Capital Anonymous Society;

b) The general principles to be observed by the Depository, in matters of corporate governance, internal control, risk management, and regulatory compliance function;

c) Principles concerning CEDEVAL's operational policies;

d) Common rules for all Participants and principles applicable to deposit, custody, and administration operations of securities offered to the public, whether or not registered with the Superintendencia del Sistema Financiero or listed on a Stock Exchange, as well as in matters of clearing and settlement; and

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e) Its internal rules, such as regulations, operation manuals, and other documents, in harmony with international standards and principles applicable to securities depositories.

Legal Regime

Art. 3.- To achieve its purpose, CEDEVAL shall have the powers conferred upon it by laws in relation to the exercise of its function as Depository.

The following are applicable to the management of CEDEVAL, among others:

a) The Securities Market Law;

b) The Law on Electronic Book Entries of Securities in Account, referred to as the Book Entry Law;

c) The Law on Supervision and Regulation of the Financial System;

d) The Law Against Money Laundering and Asset Forfeiture; and

e) The Electronic Signature Law.

Regulation

Art. 4.- Based on Arts. 80 of the Securities Market Law and Art. 16 of the Book Entry Law, CEDEVAL shall establish the necessary procedures to clarify the terms of this Regulation and those pertinent to specific operational areas. These procedures shall be contained mainly in instructions or manuals, including: the Operations Manual, System User Manuals, Integral Risk Management Policies and Procedures Manual, Corporate Governance Code, Security Manual, and Manual for Prevention and Management of Money Laundering, Asset Forfeiture, and Terrorism Financing Risk.

It may also issue circulars addressed to participants on normative or operational aspects, in order to facilitate the execution of its operations; or to disseminate answers to received inquiries that may be of general interest.

In accordance with Art. 99, letter j), of the Law on Supervision and Regulation of the Financial System, it shall be the responsibility of the Standards Committee of the Central Reserve Bank of El Salvador to issue a resolution on the approval, prior to entry into force, of the regulations and operation manuals, contract formats, and other documents and their modifications, corresponding to the Depository, with the other powers legally established.

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All regulation detailed above shall comply with Art. 67 of the Organic Law of the Central Reserve Bank of El Salvador, the Treaty on Payment Systems and Securities Settlement Systems of Central America and the Dominican Republic, and the Instruction for the Recognition of Payment and Securities Settlement Systems of Systemic Importance.

Modifications to the Regulation

Art. 5.- Draft modifications to the General Internal Regulation shall be published for consultation with securities market institutions and the general public, for a minimum period of ten business days, through its website and other means defined by the Depository.

Within the consultation period, any interested party may submit comments or suggestions to the respective modification proposals to CEDEVAL, through the telematic means indicated.

Upon expiration of the consultation period and taking into account the observations and recommendations received that are deemed appropriate, CEDEVAL shall present to its Board of Directors, for approval, the final draft modification to the Regulation and, once approved, present it to the Central Reserve Bank of El Salvador, for review and approval, attaching the respective agreement of its Board of Directors and the observations received, indicating those accepted and incorporated.

The current Regulation, once authorized, shall be permanently disseminated to the public by CEDEVAL, through its website or through other means defined by the Depository.

Definition of Terms

Art. 6.- For the purposes of this Regulation and the other norms established by the Depository, the following shall be understood as:

1) Corporate Action: material event, consisting of a decision or action taken by a foreign issuing company, that has a material impact on it or its shareholders.

2) Shareholder: the owner of shares, in accordance with the Commercial Code or other applicable laws, such as the Banking Law.

3) Encumbrance: constitution of real rights, charges, or encumbrances on book-entry securities, both on securities certificates and electronic book entries, through the corresponding registration in the Electronic Registry of Issuance Deposits and the Electronic Registry of Securities Accounts.

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4) AFP: Pension Fund Administrators.

5) Amortizations: principal payments made by issuers regarding securities owned by holders who are registered in the Electronic Registry of Securities Accounts kept by CEDEVAL.

6) Electronic Book Entries of Securities in Account or Electronic Book Entry, Securities Book-Entry or simply Book-Entry Securities: accounting entry made in an Electronic Registry of Securities Accounts, kept by the Depository, constituting the existence of dematerialized securities, as well as the obligations of its issuer and the rights of its legitimate owner.

7) Central Reserve Bank: Central Reserve Bank of El Salvador.

8) Beneficiaries of Securities Deposited in CEDEVAL: natural persons designated by the account holder, in accordance with Art. 62 of the Book Entry Law, for the purpose that upon their death, the securities and accessories documented therein are delivered to them.

9) Stock Exchange: Bolsa de Valores de El Salvador, Variable Capital Anonymous Society.

10) Brokerage Houses or Brokerages: companies organized and registered in accordance with the Securities Market Law, to carry out securities intermediation on a habitual basis.

11) CEDEVAL or the Depository: Central de Depósito de Valores, Variable Capital Anonymous Society.

12) Standards Committee: Standards Committee of the Central Reserve Bank of El Salvador.

13) Securities Account Contract: deposit contract entered into between CEDEVAL and a Direct Participant or Indirect Participant, in the latter case, through a mandate granted to a Direct Participant.

14) International Custody Bilateral Contract: entered into between CEDEVAL and a foreign depository with the object of agreeing, establishing, and regulating the mechanisms and services that allow CEDEVAL's Direct Participants to carry out transactions abroad on dematerialized securities or securities certificates, deposited in a foreign depository; and, conversely, that allows clients of a foreign depository to carry out transactions in the territory of El Salvador on securities deposited in CEDEVAL. In the case of securities certificates, physical transfer of the securities on which the relevant business or transaction is based shall not be necessary.

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15) General Service Contract: entered into between CEDEVAL and a Direct Participant, the object of which is to agree, establish, and regulate the mechanisms and services that the Depository provides to said Participant diligently, under which the latter undertakes to adhere to this Regulation and the norms issued thereon by the Depository, in order to be authorized by the latter to enjoy a set of essential services for the function that that entity performs in the securities market related to deposit, custody, and administration of securities.

16) Custody Account: account kept by CEDEVAL in the Electronic Registry of Securities Accounts and related to the safekeeping or vault custody service of documents or securities certificates that are not susceptible to being traded on a Stock Exchange.

17) Deposit and Administration Account: account kept in the Electronic Registry of Securities Accounts by which CEDEVAL undertakes the proper conservation and exercise of patrimonial and social rights related to book entries and securities certificates susceptible to being traded on a Stock Exchange.

18) Document Account: consists of a "deposit-free account," meaning an account maintained for the purpose of storing documents and providing services with respect to said documents, which are registered or archived in the name of a Direct or Indirect Participant.

19) Guarantee Account: a securities deposit account, the trading of which is restricted, in virtue that through these, the holder guarantees with a pledge constituted in accordance with Art. 41 of the Book Entry Law, whether stock market operations or contractual nature obligations carried out without the intervention of a Stock Exchange.

20) Investment Account: a securities deposit account that constitutes a portfolio of fund administration and is exclusive for those Direct Participants authorized to administer funds, such as in the case of investment fund administration, pension funds, or other analogous administration operations.

21) Omnibus Account or Global Account: a securities deposit account, own or third-party funds, grouped around the same account of a foreign depository, without breakdown of the end-client securities.

22) Own Account: a securities deposit account assigned by the Depository to a Direct Participant for the registration and accounting of the securities of its assets, which are segregated from the securities of the clients of the

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Direct Participant. Charges and credits made with securities of its ownership are recorded in it.

23) Holding Account: a securities deposit account whose purpose is to certify the shareholders of a company, whose shares are represented by electronic book entries.

24) Third-Party Account: a securities deposit account opened in the Depository by a Direct Participant, in the name of one of its clients as an Indirect Participant. It is used for the registration and accounting of the securities deposited in the name of the latter, who is the holder, but which are kept segregated from the securities of the Direct Participant.

25) Vault Custody of Securities Certificates and Other Documents: operation whose object is the delivery of securities certificates or documentation to CEDEVAL, by a Direct Participant, in its own name or on behalf of its clients, for the purpose that they be safeguarded in its vaults.

26) Global Custodian: international custodians that provide infrastructure for the custody of securities for the international market, thus facilitating the carrying out of operations with foreign securities.

27) Foreign Depository: entity specialized in the deposit and custody of securities, constituted in a foreign country.

28) Disencumbrance: lifting of the registration of real rights, charges, and encumbrances made on book-entry securities.

29) Issuer: entity of public or private law that issues securities that can be registered for custody or trading.

30) Foreign Issuer: issuer constituted in accordance with foreign legislation.

31) Delivery Versus Payment: mechanism that, during the settlement of a transaction carried out in the securities market, guarantees that the delivery of securities occurs only if the monetary payment occurs.

32) Cut-off Date: last date established to exercise the rights inherent to the securities deposited in CEDEVAL, by the holder of said securities.

33) General Management: General Management of CEDEVAL.

34) Foreign Corporate Investors: foreign public or private institutions that sign the General Service Contract with CEDEVAL.

35) LBTR: Real-Time Gross Settlement System, administered by the Central Reserve Bank and whose object is the settlement of payment instructions in

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the deposit accounts that Participants maintain at the Central Reserve Bank.

36) Settlement: process of concluding operations, through the definitive transfer of securities and funds, between the buyer and the seller.

37) Early Settlement: process by which operations are settled before the agreed settlement date.

38) Stock Exchange Settlement: process that comprises the fulfillment of obligations assumed as a consequence of trading, through the transfer of securities from the seller to the buyer and the transfer of funds from the buyer to the seller, on a Stock Exchange.

39) Remote Operators: foreign stockbrokers referred to in Art. 67-A of the Securities Market Law and that operate in trading systems, prior authorization of the SSF.

40) Electronic Shareholder Register: electronic system maintained by CEDEVAL that documents the ownership of deposited shares.

41) Electronic Securities Accounts Register: compilation of electronic entries or securities titles that electronically documents the acts that create, modify, or extinguish them, as well as the acts that encumber or affect the account entries or securities titles that make up each issuance.

42) Electronic Issuance Deposit Register: compilation of deposited issuances and of the acts that modify, affect, or extinguish the legal effects of the issuance act. The registration of an issuance has the effect of enabling the Depository to create the corresponding account entries.

43) CEDEVAL Main Electronic System: computer system that constitutes the main technological platform of the Depository.

44) Superintendence: the Superintendence of the Financial System.

45) Holder of Book-Entry Securities: natural or legal person who maintains book-entry securities in the Electronic Securities Accounts Register.

46) Financial Users: participants, issuers, holders of book-entry securities, and those who contract directly or indirectly the services provided by CEDEVAL, through standard form contracts.

47) Foreign Securities: those subject to the legal regime established by Art. 10 of the Securities Market Law and other relevant legal provisions, provided they have not been issued based on Salvadoran legislation.

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48) National or Local Securities: those issued in the country, by issuers authorized in El Salvador and in accordance with the country's legislation.

Functions

Art. 7.- The functions of CEDEVAL are, without prejudice to those that legally correspond to it and to the acts that are necessary or complementary that it has the legal authority to execute:

a) Ensure that the information in its registers is consistent with that maintained by Participants, Stock Exchanges, issuers, and other entities responsible for centralized mechanisms;

b) Act as the operator of the clearing and settlement process for purchase and sale operations of securities, in the local and international markets, in accordance with the rules authorized by CEDEVAL and by the Central Reserve Bank of El Salvador;

c) Analyze and manage the risk associated with the clearing and settlement of securities operations;

d) Ensure that Direct Participants comply with the rules established in this Regulation and those related to clearing and settlement;

e) Administer the margin guarantees associated with operations settled through the Depository;

f) Subscribe to agreements with depositories or institutions established abroad responsible for the registration, custody, clearing, settlement, or transfer of securities, to facilitate the settlement of operations;

g) Maintain and administer the money, securities, and other assets delivered by its Participants to fulfill their obligations;

h) Promote that disputes arising between its Participants, as well as between them and persons who contract the provision of services associated with CEDEVAL, are resolved through self-settlement, conciliation, mediation, or arbitration mechanisms; in any case, the existence of disputes between specific participants shall not prevent the continuation of the clearing and settlement process for the rest of transactions or operations;

i) Provide information to its Participants;

j) Respond to inquiries from Participants, issuers, and users through the communication channels made available to them;

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k) Send to Direct Participants the information corresponding to corporate actions that issuers send directly to it or that are received from an international custodian;

l) Provide Participants concerned and security holders with information concerning transfers and other legal acts affecting their securities;

m) Provide services through information systems made available to Participants, issuers, and security holders, regarding topics strictly related to their operations and in which they have a legitimate interest;

n) Issue, in the exercise of its functions, statements of account, certificates, certifications, and other documents related to the acts performed by Participants; and

o) Apply contractual penalties to its Participants in accordance with this Regulation and the contractual clauses agreed upon.

CHAPTER II

CORPORATE GOVERNANCE

Corporate Governance Structure

Art. 8.- The highest administrative body of CEDEVAL is the General Shareholders' Meeting. The direction and administration of the company are the responsibility of its Board of Directors and its President, who is its representative. These bodies shall have the powers and duties indicated by the law and applicable regulations, by the social pact, and by the other rules established by the Depository in accordance with the law.

CEDEVAL will appoint the necessary auditors for its external, fiscal, and internal audits; and will have risk management, internal control, and other systems established.

Board of Directors

Art. 9.- The Board of Directors of CEDEVAL is responsible for ensuring compliance with the internal and administrative rules applicable to CEDEVAL as a supervised and regulated entity; particularly those related to corporate governance matters, risk management, information security, business continuity, money laundering and asset financing and terrorism financing, and others applicable to it, established by a competent authority.

It shall have the following responsibilities specifically indicated by this Regulation:

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a) Establish the organizational structure of the company, defining managerial responsibilities, with the power to appoint and remove the General Manager, ensuring that it grants adequate authority and a clear definition of its roles;

b) The design and approval of the institutional strategy, as well as its supervision, monitoring, and evaluation through quantitatively established objectives;

c) Authorize institutional policies, such as those related to comprehensive risk management, internal control, information security, money laundering and asset financing and terrorism financing, business continuity, and ethical character;

d) Monitor the comprehensive risk management system and the internal control system;

e) Guide and evaluate financial policies, as well as adequate monitoring of the company's financial situation and ensuring the correct financial information of the same;

f) Define the conditions under which processes for strengthening social capital will be executed, in the face of liquidity needs;

g) Authorize the General Regulation, Corporate Governance Codes, Code of Ethics and Conduct, Operational Manuals, and other general rules of CEDEVAL; and

h) Other responsibilities established in laws and technical standards approved by a competent authority.

The Board of Directors of CEDEVAL must have independent directors, appointed in accordance with the applicable regulations on corporate governance, ensuring that their nature and functions are clearly defined in the institution's Corporate Governance Code.

The Board of Directors will establish procedures aimed at reviewing its individual and collective performance.

Presidency

Art. 10.- The Presidency of CEDEVAL will be responsible for developing and maintaining high-level relations with government and business entities; it will be responsible for leading strategic planning processes and defining the business field of the Depository.

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General Management

Art. 11.- The General Management of CEDEVAL will exercise the operational administration of the company. The proposal and execution of the strategic plan, which will be authorized by the Board of Directors, will be under its charge.

Registrar

Art. 12.- The Board of Directors will appoint the Registrar of CEDEVAL, who will be responsible for all Registers existing in the Depository. It will have the necessary assistants, to whom it may entrust the performance of specific functions, with the prior authorization of the Board of Directors of CEDEVAL.

Likewise, the Board of Directors will appoint a substitute for the Registrar to act on his behalf in case of temporary absence or inability of the Registrar to perform his position. Except in the aforementioned case, the position of registrar is non-delegable.

The Registrar will qualify the legality and compliance with the necessary requirements to grant authorization for registration entries.

The functions of the Registrar are:

a) Supervise the management of the Electronic Registers of Issuance Deposits, Securities Accounts, and Shareholders, under the responsibility of the Depository;

b) Ensure that the Registers in CEDEVAL operate efficiently;

c) Authorize the entry, modification, or cancellation of the Issuance Deposit Register and the registrations in the Electronic Securities Accounts Register, prior to compliance with the relevant legal requirements;

d) Authorize the opening and closing of securities accounts;

e) Resolve requests submitted by Participants and users regarding practical issues related to the Registers under his charge; and

f) Those indicated by law or assigned by the Board of Directors of CEDEVAL.

CEDEVAL will inform the Superintendence of the additional functions that the Board of Directors entrusts to the Registrar, within a period of three business days following the adoption of the agreement.

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Implementation of Corporate Governance Standards

Art. 13.- CEDEVAL will develop its activities implementing corporate governance standards that will also be developed in the institutional Corporate Governance Code, with the objective of facilitating the creation of an environment of trust, transparency, and accountability necessary to favor its financial stability and integrity in business.

Conflict of Interest Management

Art. 14.- CEDEVAL will include within its Code of Ethics or Conduct the development of a conflict of interest management policy, which will contain mechanisms that allow preventing, identifying, managing, mitigating, reporting, and registering conflicts that may arise in decision-making, among directors, senior management, representatives, employees of the Depository, and stakeholder groups.

Corporate Governance Code

Art. 15.- CEDEVAL will have a Corporate Governance Code, prepared in accordance with existing legislation and regulations.

Risk Management

Art. 16.- CEDEVAL will be administered with a comprehensive risk management approach that promotes and develops capabilities for its identification, measurement, evaluation, and analysis, control, communication, monitoring, and mitigation, in accordance with this Regulation and other internal and administrative rules.

CEDEVAL will establish the Risk Management Manual, in which it will develop the respective risk management processes, including systemic risk, with the approval of its Board of Directors and subject to applicable regulations.

External and Fiscal Audit

Art. 17.- CEDEVAL will appoint its External and Fiscal Auditors in accordance with the law and its social charter, to exercise external oversight of the company, with the powers and functions established legally and normatively.

Internal Control System

Art. 18.- Risk management includes the internal control system that allows verifying compliance with the policies, limits, processes, and procedures established for the entity's risk management. For this purpose, CEDEVAL will establish the

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administrative, financial, accounting, and technological controls necessary in accordance with the standards approved by the Standards Committee and international standards on the matter.

Committees

Art. 19.- CEDEVAL will have the following committees supporting the Board of Directors:

a) Risk Committee;

b) Audit Committee;

c) Money Laundering and Asset Financing and Terrorism Financing, and Proliferation of Weapons of Mass Destruction (LDA/FT/FPADM) Prevention Committee;

d) Conduct Committee; and

e) Any other committee necessary for the good development of the Depository's operations.

These committees will be formed by the Board of Directors with the participation of its regular or substitute members, in accordance with the applicable legislation and regulations, having the responsibilities provided by the same, without prejudice to other committees that regulations or internally correspond to establish.

Compliance Function

Art. 20.- CEDEVAL will have a responsible for the compliance function, primarily in charge of identifying and periodically evaluating compliance risks in the different business areas and contributing to their management efficiently, ensuring the existence of effective information systems that confirm that personnel know the obligations, risks, and responsibilities derived from their actions and the applicable regulations to the functions assigned to them. This responsible person may have additional functions under their charge.

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CHAPTER III

PARTICIPANTS

Participants

Art. 21.- A natural or legal person holding a securities account or using CEDEVAL's services has the status of Participant.

CEDEVAL classifies its clients into Direct Participants, Indirect Participants, and Issuer Participants:

1) Direct Participants:

According to the Book-Entry Law, Direct Participants are persons who act before the Depository on their own account or on behalf of third parties and who have direct access to its services. These persons adhere to this Regulation and enter into a General Services Contract with the Depository, acting either in their own name or on behalf of a third party, as their duly constituted agent.

Direct Participants are subdivided into two categories: Primary and Secondary.

a) Primary Direct Participant:

This is a Participant who, in addition to having direct access to CEDEVAL and consulting accounts on behalf of third parties, can perform operations in a Stock Exchange, make transfers between accounts, and use all the services provided by CEDEVAL.

This category of Participants is only held by Stockbrokerage Firms, who manage securities by mandate of law.

b) Secondary Direct Participant:

Unlike the Primary Direct Participant, these cannot perform operations in a Stock Exchange and must act through a Stockbrokerage Firm.

Participants in this category are: banks, insurance companies, national and foreign securities depositories, pension fund administrators, investment fund managers, securitization companies, foreign corporate investors, and first-tier foreign banks.

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2) Indirect Participant:

A natural or legal person who has indirect access, that is, through a Direct Participant, to the various services established by CEDEVAL, by entering into a mandate contract with a Direct Participant, entrusting them to, on their behalf and representation, execute operations before the Depository.

These participants are the depositors holding book-entry securities in named accounts in CEDEVAL.

Indirect Participants are not connected to CEDEVAL's Electronic Systems, but receive information about their accounts through the Direct Participant, with whom they have signed the mandate contract.

This category of participants includes:

a) Natural persons;

b) Legal persons who do not meet the requirements to opt for signing a contract as a Direct Participant; and

c) Institutional investors and first-tier foreign banks who do not meet the requirements to opt for signing a contract as a Direct Participant.

3) Issuer Participants:

These participants are issuing entities of the securities deposited in CEDEVAL; but they have the status of Secondary Direct Participants, where applicable.

They may be connected to CEDEVAL's systems and receive online general information about the securities issued by them.

Issuer Participants can only open their own securities accounts, exclusively through a Primary Direct Participant, to manage the availability of their issuances to be placed in the primary market.

Operations

Art. 22.- The operations performed by CEDEVAL are oriented to offer its Participants a set of essential services related to the deposit, custody, and administration of securities.

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The main operations or services of CEDEVAL are the following:

a) Issuance Deposit Registration Operations, consisting of receiving in deposit and administration the issuances of securities represented by means of electronic account entries or securities titles, documenting all acts that create, modify, or extinguish these issuances and the acts that encumber or affect the book-entry securities;

b) Deposit, custody, and administration of securities operations, including the initial deposit of securities from new issuances, the deposit of securities derived from the exercise of patrimonial rights, their administration, and the transfer of ownership, through electronic account transfers;

c) Securities Accounts Registration Operations, providing Participants with the faculty to open the following types of accounts: own accounts, third-party accounts, investment accounts, and guarantee accounts and other types of accounts created for the purposes of securities administration; and the sub-accounts necessary for the created portfolios;

d) Shareholder Register Management Services for Companies that must keep it electronically;

e) Maintain an electronic register of issuances and securities accounts for securities issued by the State and the Central Reserve Bank, according to the laws, regulations, and internal or administrative rules applicable, in accordance with the delegation made by said entity to CEDEVAL;

f) Stock market clearing and settlement services, consisting of the electronic transfer of securities and funds between accounts originating from operations performed through a Stock Exchange, under the delivery versus payment scheme, with the purpose of facilitating and ensuring the fulfillment of obligations assumed by participants;

g) International operations settlement services, oriented to the settlement of purchase and sale operations of international securities traded in foreign markets, under the delivery versus payment and free of payment methods;

h) Administration of social or patrimonial rights services, according to the terms of the contract signed, belonging to the holders of deposited securities. The service of exercising patrimonial rights consists of collecting, on behalf of participants, amortizations, dividends, interest, discounts, deductions, or other yields credited by securities issuers; and the service of exercising social rights of deposited securities consists of representing the holders of securities, in general shareholders' meetings, bondholders' meetings, and holders of trust participation certificates or holders of other deposited securities;

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i) Securities Transfer Operations, consisting of the transfer of securities between accounts, as a result of an explicit instruction from the participant. Such transfers may be, among others, by constitution of guarantees, by change of Direct Participant, or by transfer to a foreign depository; as well as those contemplated in Art. 12 of the Book-Entry Law;

j) Vault custody operations, for public offering securities titles and those not authorized to be subject to public offering, as well as documents related to their operations;

k) Document custody service, concerning the safeguarding of deeds, bonds, and other documents related to an issuance registered in a Stock Exchange;

l) Act as representative of the beneficiaries of guarantees, in accordance with the Investment Funds Law;

m) Administer guarantees, in accordance with authorizations granted by the laws of the Republic;

n) Guarantee Registration Operations, concerning the possibility that a participant grants a pledge to a third party of the deposited securities;

o) Securities Exchange Operations in which, at the request of issuing institutions, CEDEVAL provides the service of exchanging provisional securities for definitive ones or for new ones; or when the current issuance is affected in terms of status or form, by agreements in ordinary and extraordinary shareholders' meetings or other agreement of the issuance or the issuer;

p) Online information consultation services, according to which CEDEVAL provides participants, through online communication with its electronic systems, the service of consulting account data, both positions and movements, and payment scheduling of interest and capital;

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q) Other operations and services other than those specified in this Regulation that are approved by the Board of Directors, which must also be approved by the Superintendency.

Information Request

Art. 23.- CEDEVAL may request from Direct Participants and Issuer Participants the information that, in accordance with current regulations, is necessary for it to fulfill its functions, as well as to verify that Indirect Participants or other users comply with the necessary norms to act in the securities market or with the Depository; and, especially, in matters of money laundering and asset laundering and terrorist financing, in accordance with what is established in this Regulation.

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Duties of Participants

Art. 24.- Direct Participants and Issuer Participants must comply with the duties and responsibilities established legally and normatively, and especially with:

a) Observance of internal norms or Codes of Conduct required by CEDEVAL;

b) In their operations with CEDEVAL, fully comply with current laws and administrative norms in matters of prevention of money laundering and asset laundering and terrorist financing;

c) Diligently comply with the rules emanating from the depository to which they must give observance, as well as with the contracts signed.

Direct Participants must, additionally:

a) Ensure that the information delivered in accordance with their legal duties is true, complete, and sufficient; the same provision must be observed regarding information that is reasonably requested by CEDEVAL; and

b) Be responsible for the correction and truthfulness of the instructions and orders they receive from their clients regarding their operations.

Contractual Suspension by CEDEVAL

Art. 25.- The contract of a Participant may be suspended preventively by agreement of the Board of Directors of CEDEVAL when it fails to comply with the norms issued by CEDEVAL or with the signed contract, with the Law Against Money and Asset Laundering, the Special Law Against Acts of Terrorism, as well as other laws, treaties, regulations, instructions, or other class of administrative norms applicable to Participants, in these matters.

The foregoing, seeking due balance and benefit between the suspension exercised and the interests of the other participants, third parties, and, in general, of the securities market.

Contract Termination by the Participant

Art. 26.- Any Participant may resign from such status and exercise the unilateral termination of the respective contract. The resignation and contractual extinction will be effective from the date when all transactions of said Participant, with respect to

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every securities account, have been settled; and that all its economic obligations with CEDEVAL have been cancelled.

The terms applicable to the resignation of the status of Participant will be established in the clauses of the contract to be signed.

Contract Termination by CEDEVAL

Art. 27.- The contract of a Participant may be subject to unilateral termination by CEDEVAL, through agreement of its Board of Directors, for repeated defaults in the cases provided for regarding contractual suspension, the Board of Directors must estimate the gravity of the fact.

In the case of entities subject to supervision and audit, the cancellation or revocation of the respective operating authorization by the supervisory entity will also be a cause for contractual termination, with the consequent cancellation of its entry in the Register, respectively kept by the Superintendency in accordance with the Law on Supervision and Regulation of the Financial System.

Without prejudice to the loss of the necessary quality to be a Direct Participant, this must carry out, within the agreed deadlines, the operations initiated on a date prior to the termination of its contract. Once the foregoing is concluded, the contractual termination will be executed by CEDEVAL.

The causes for suspension and termination of the contract will be developed in it, and must be previously authorized by the Superintendency.

Entities Subject to Intervention

Art. 28.- In the case of entities subject to supervision and audit in accordance with the Law on Supervision and Regulation of the Financial System, such as banks, insurance companies, brokerage houses, investment fund managers, securitization companies, pension fund management companies, and others that are subject to intervention by a fiscalizing organism or judicial liquidation, the Board of Directors of CEDEVAL may, motivatedly, declare the suspension or termination of the contract signed with the intervened entity.

Access or Identification Keys

Art. 29.- CEDEVAL will provide Direct Participants with confidential keys to access its Computer Systems and so that they can carry out operations related to the deposit and administration of the securities deposited in their name or that of their clients.

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Indirect Participants may obtain keys through a Direct Participant, to carry out consultations related to their securities accounts, through the means that the Depository makes available to them.

CEDEVAL will establish the rules and procedures pertinent to the delivery, validation, and use of keys, as well as to the information and security mechanisms of its clients.

Art. 30.- Participants who are users of electronic access keys must take the necessary measures to prevent the improper use of their personnel or by third parties, being responsible for all actions of their employees and for the damages caused to CEDEVAL or third parties, and complying with the economic obligations that these incur.

TITLE II

ELECTRONIC RECORDS

Art. 31.- The electronic records kept by CEDEVAL will be subject to the principles of priority and successive tract, as prescribed in Art. 32 of the Law on Electronic Annotations of Securities in Account.

CHAPTER I

ELECTRONIC RECORD OF DEPOSIT OF ISSUANCES

Electronic Record of Deposit of Issuances

Art. 32.- The deposit in administration of an issuance has the effect of enabling the depository to create the corresponding account annotations, documenting all tranches with their different characteristics.

The acts of transfer of annotated securities and the acts that specifically affect the account annotations that integrate each issuance will be developed in the following sections of this Regulation.

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In the case of electronic annotations, the deposit of the issuance is carried out for the entirety of the issuance, through the instructions issued by the issuer.

Unregistered or Uninscribed Issuances

Art. 33.- Unregistered or uninscribed issuances are those that are not registered in the Superintendency, nor inscribed in a Stock Exchange and that can be administered by the Depository in accordance with the Annotations Law. Their characteristics are registered in the Electronic Record of Deposit of Issuances.

CHAPTER II

ELECTRONIC RECORD OF SECURITIES ACCOUNTS

Electronic Record of Securities Accounts

Art. 34.- The Electronic Record of Securities Accounts contains the entirety of the securities deposit accounts in administration, opened separately in the name of each of their holders, by each Direct Participant.

The Depository, in addition to being obliged to conserve the securities, exercises on behalf of the holder a form of mandate that has as its purpose the exercise of the inherent patrimonial rights and social rights, through authorization in accordance with the signed contract.

The administration of securities will be carried out in accordance with the law, the internal and administrative norms applicable, and the contracts that are signed.

All securities accounts will be named. The person who appears as the holder of the account in the Electronic Record of Securities Accounts is the legitimate holder of the securities annotated in that account.

The data that will contain said Record and the applicable procedures will be developed in the CEDEVAL Operations Manual.

Co-ownership Accounts

Art. 35.- In accordance with Art. 15 of the Annotations Law, accounts may be opened in the name of two or more persons who may act in co-ownership or separately. In this case, a common representative of the respective securities account must be appointed.

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Responsibility

Art. 36.- The maintenance of the Electronic Record of Securities Accounts will be the responsibility of the Registrar, including its update, security, and confidentiality, so that access to the information is permitted only to authorized persons.

Art. 37.- In accordance with Art. 63 of the Annotations Law, the securities deposits received in CEDEVAL will be subject to secrecy and information about these operations may only be provided to their holder or to the person who legitimately represents them; the stock market secrecy will not be an obstacle for the Superintendency to carry out its audit function.

CEDEVAL will establish a system of codes that operationally identify the holders of the securities deposit accounts.

Securities Accounts

Art. 38.- The securities accounts that make up the Electronic Record of Securities Accounts will be opened by Direct Participants, in order to document securities of their ownership or that of their clients.

The Indirect Participant may open one or several accounts in CEDEVAL through a Direct Participant.

Types of Accounts

Art. 39.- Direct Participants may open the following types of accounts:

1) Own Account.

2) Third-Party Account.

3) Investment Account.

4) Guarantee Account.

5) Holding Account.

6) Document Account.

7) Any other type of account created in accordance with operational needs, with approval of the Board of Directors of CEDEVAL; the creation of new account modalities must be reported to the

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Superintendency within three business days following its authorization; and request the Central Reserve Bank of El Salvador to modify the internal regulation, with the inclusion of the type of account created.

Guarantee Accounts

Art. 40.- CEDEVAL will have the following responsibilities, regarding guarantee accounts:

a) Increase or decrease, as the case may be, the position of the guarantee account with deposits or withdrawals made by the Participant who constituted the pledge;

b) Immobilize the securities given as guarantee;

c) Restrict or block the securities in the Electronic Record of Securities Accounts, in the cases pertinent legally and normatively; and

d) Impose the limitations that the legal provisions determine.

Holding Accounts

Art. 41.- The sum of the holding accounts will be equivalent to the total amount of the Register of Named Shares provided by the Commercial Code, considered at nominal value.

Holding accounts do not consider the breakdown of the securities of the final clients.

Holding accounts can be used to certify other classes of electronic annotations where the keeping of a register of their holders is appropriate when dealing with securities.

Holding accounts will also serve to document the deposit of negotiable deposit certificates in the stock exchange.

Operations Between Accounts

Art. 42.- Transfers between securities accounts traded through stock transactions will be carried out in accordance with the results of the trading sessions provided for that purpose by a Stock Exchange.

The Depository may also carry out transfers of securities between securities accounts of the same holder, opened with different Direct Participants. The instructions will be given in writing or by electronic means, by the Direct Participant originating the transfer and, for it to be effective, it must be accepted by the Direct Participant receiving it.

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In accordance with Art. 12 of the Annotations Law, transfers of securities that do not obey to a transaction carried out in the Stock Exchange will be justified through the written instructions of the legitimately interested party, accompanied by the documents presented by a Direct Participant; or through the order issued by a legally constituted authority, in the case of Art. 36 of the Annotations Law.

Inactive Accounts

Art. 43.- Accounts opened in CEDEVAL that have no balance and have not had activity for six consecutive months will be considered inactive; but they may be activated and used again at the request of the Direct Participant who opened the account, keeping the same holder.

CHAPTER III

ELECTRONIC RECORD OF SHAREHOLDERS

Shareholder Register

Art. 44.- CEDEVAL will have under its charge the Shareholder Register of the societies that issue shares represented through account annotations. This Register will be of an electronic nature and will be subject to what is provided by Arts.

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