General Resolution JD-5-2020 Establishing Special Considerations for Submitting the Sworn Declaration Under Article 2, Number 14 of Agreement No. 2-2010

Promulgated in the Official Gazette No. 29031-A of May 25, 2020.
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REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
General Resolution SMV No. JD-5-20
Of May 21, 2020
"Establishing special considerations to comply with the submission of the sworn declaration established in article 2, number 14, of Agreement No. 2-2010 of April 16, 2010 adopted by the Securities Market Superintendence, as part of the temporary measures adopted in response to the National Emergency State declared by the Cabinet Council as a consequence of COVID-19" The Board of Directors of the Securities Market Superintendence, under its legal powers and CONSIDERING:
That Law 67 of September 1, 2011 reformed Decree Law 1 of July 8, 1999 and created the Securities Market Superintendence (hereinafter: "Superintendence"), as an autonomous entity of the State, with legal personality, own assets, and administrative, budgetary, and financial independence.
That the Board of Directors, in accordance with articles 5, 6, 10 (numbers 1, 5, and 20), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: "Single Text"), acts as the Highest Body of consultation, regulation, and setting of general policies of the Superintendence and has among its attributes: to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law, as well as to issue resolutions of general application, which must be published in the Official Gazette and enter into force from their promulgation, unless the Board of Directors establishes another date. That the Superintendence, by virtue of article 3 of the Single Text, has the general objective of regulating, supervising, and auditing the activities of the securities market that take place in the Republic of Panama or from it, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights. That within the framework of the regulation of securities market activities attributed to the Superintendence by the Single Text, the Board of Directors has adopted various Agreements that develop the conditions, requirements, and procedures that must be complied with in all procedures related to registration, license, or authorization by this Superintendence. That article 2, number 14, of Agreement No. 2-2010 of April 16, 2010 establishes, as part of the documentation that must accompany the application for registration of securities that are the subject of a public offering requiring authorization from the Superintendence, the submission of a sworn declaration, granted before a Public Notary, rendered and jointly signed by the president, treasurer, general manager, and the financial director or comptroller of the applicant, regarding their responsibility for the financial statements. This, in accordance with what is provided in article 3 of Agreement No. 8-2000 of May 22, 2000. That article 2, number 14, of Agreement No. 2-2010 of April 16, 2010 also determines that issuers who have securities registered with the Superintendence and who have complied with the delivery of the Annual Update Report (IN-A) of the last fiscal year, will be exempt from the submission of the aforementioned sworn declaration. That it is public knowledge the National Emergency State declared by the Cabinet Council, as well as the sanitary and security measures that have been adopted to prevent and control the spread of the COVID-19 disease. That in Executive Decree No. 507 of March 24, 2020, the curfew was exempted for the personnel of the Securities Market Superintendence and financial institutions, so that they continue to provide their services, but in any case, strictly complying with the instructions issued by the health authority in this regard, in particular: maintaining physical distance and the number of people allowed in each physical space.

Promulgated in the Official Gazette No. 29031-A of May 25, 2020.
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That this Superintendence has been adopting measures to mitigate the risk of possible contagion, which preserve at all times the health and safety of its officials and users, but which also allow guaranteeing the continuity of its administrative functions in this National Emergency State and, therefore, the provision of services in the securities market.
That in this sense, through General Resolution SMV No. JD-4-20 of April 23, 2020, this Superintendence contemplated, in a special and temporary manner, the use of electronic documents and electronic signatures, in accordance with the conditions established in said general resolution and in compliance with the precepts contained in Law 51 of July 22, 2008, in such a way that the regulated entities, including registered issuers and registered investment companies, could comply with the requirement to authenticate signatures or grant sworn declarations before a Public Notary, which currently require the Agreements in force as part of the reports that must be reported periodically. That this Superintendence has evaluated and decided that it is convenient to adopt, and thereby unify, the special and temporary measures described in the previous paragraph, so that applicants for the registration of securities that are the subject of a public offering, requiring authorization from the Securities Market Superintendence, can comply with the submission of the sworn declaration granted before a Public Notary required by article 2, number 14, of Agreement No. 2-2010 of April 16, 2010. That it is important to keep in mind what is provided in article 251 of the Single Text, regarding the prohibition of making, or causing to be made, false or misleading statements in a report or in any other document presented to the Superintendence; without prejudice to the fact that this constitutes a very serious offense in light of article 269 (number 1, letter e) of the Single Text. In merit of the above, the Board of Directors of the Securities Market Superintendence, in use of its legal powers, RESOLVES:
ARTICLE ONE: ESTABLISH, in a special and temporary manner, that applicants for the registration of securities that are the subject of a public offering, requiring authorization from the Securities Market Superintendence, may comply with the requirement to present the sworn declaration granted before a Public Notary, currently provided for in article 2, number 14, of Agreement No. 2-2010 of April 16, 2010 as part of the documentation that must accompany the aforementioned application, through the sending of the sworn declaration in an electronic document, in PDF format and with the qualified electronic signature of the grantor, to the email address: tramites_smv@supervalores.gob.pa
Applicants who do not have a qualified electronic signature, under the terms established by Law 51 of July 22, 2008, must send the document of the sworn declaration with the handwritten signatures of the grantors, scanned and in PDF format, to the email address: tramites_smv@supervalores.gob.pa, but will be subject to subsequently presenting, when required by the Superintendence, a sworn declaration granted before a Public Notary.
In any case, the sworn declaration presented in any of the aforementioned forms will be considered made before the Superintendence under the gravity of oath, by those who intervene on behalf of the regulated entity, and therefore will be subject to complying with what is established in article 251 of the Single Text of the Securities Market Law, regarding the prohibition of making, or causing to be made, false or misleading statements to the Superintendence.
ARTICLE TWO: ESTABLISH, in a special and temporary manner, that the sworn declaration referred to in the previous article must have the joint signature of at least two (2) of the persons provided for in article 3 of Agreement No. 8-2000 of May 22, 2000, understood as: one (1) dignitary of the issuing company, who may be the president or the treasurer, and one (1) representative of the administration, who may be: the general manager, the financial director, or the comptroller, to consider this requirement provided for in article 2, number 14, of Agreement No. 2-2010 of April 16, 2010 fulfilled.
ARTICLE THREE: VALIDITY. This resolution will enter into force from its promulgation in the Official Gazette and will remain in force until there is a new pronouncement by the Securities Market Superintendence.
LEGAL BASIS: articles 3, 5, 6, 10 (numbers 18 and 20), 19, 20, 251, 269 (number 1, letter e) and concordant articles of the Single Text of the Securities Market Law. Articles 2 (numbers 3, 17, 20, 21, 42, 43, and 44), 4, 5, 9, 13 and concordant articles of Law 51 of July 22, 2008.
NOTIFY, PUBLISH, AND COMPLY,
(signed) (signed)
Eduardo Lee Luis Chalhoub
President of the Board of Directors Secretary of the Board of Directors.
/aatencio.