General Resolution SMV No. JD-8-20 of September 16, 2020, extending the additional extension term for investment company and public offering security registrations as part of COVID-19 emergency measures

Promulgated in the Official Gazette No. 29118 of September 22, 2020.

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REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE

General Resolution SMV No. JD-8-20
Of September 16, 2020

“Which extends the additional extension term contemplated in the transitional paragraph of article 23 of Agreement 5-2004 of July 23, 2004, and in the transitional paragraph of article 20 of Agreement 2-2010 of April 16, 2010, as part of the temporary measures adopted by the Securities Market Superintendence 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,

in exercise of 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 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 (items 1, 5, and 20), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Consultative, Regulatory, and Policy-Setting Body 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 shall 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 developed 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 the Superintendence recently adopted Agreement No. 8-2020 of August 4, 2020, through which, among other things, article 23 of Agreement 5-2004 of July 23, 2004, and article 20 of Agreement 2-2010 of April 16, 2010, were modified, concerning the processing of the application to be submitted to this Regulator for the registration of an investment company and for the registration of securities that will be subject to public offering, respectively.

That in these modifications, the Superintendence evaluated and determined, on a transitional basis, to give the applicant of any of the referred procedures the possibility of having 30 additional business days of extension, upon reasoned request by the interested party and approval by the Superintendence, to comply with the comments or observations that it would formulate regarding the documentation presented for the respective procedure, so that it would not be immediately affected by the denial of the registration of the requested item before this Regulator, due to the inability to comply with said requirement within the term originally established in the cited Agreements.

That these modifications by the Superintendence have been aimed at incentivizing and allowing the registration of investment companies and securities that will be subject to public offering, being consistent as a Regulator with the potential adverse effects that the COVID-19 pandemic may have generated, as well as being understanding of the burdens and difficulties that applicants of these procedures, commonly issuers, may have in meeting the deadlines currently established by the Agreements.

That, notwithstanding the foregoing, the Superintendence has been experiencing the difficulty that applicants of the referred procedures are having, not only to comply with the comments or observations that are formulated regarding the documentation presented, but also in that the effects produced by the COVID-19 pandemic have led them to redefine and restructure the offering they originally presented for registration before this Regulator, which is a scenario that, without a doubt, is completely understandable and necessary to consider in the

Promulgated in the Official Gazette No. 29118 of September 22, 2020.
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processing of such applications, given that it requires more time than the 30 additional business days of extension treated in previous paragraphs.

That after evaluating this scenario and given the importance it has for the Panamanian securities market, and for the national economy itself, for the registration of investment companies and securities for public offering, the Board of Directors of this Superintendence has decided to extend the additional extension term currently contemplated in the transitional paragraph of article 23 of Agreement 5-2004 of July 23, 2004, and in the transitional paragraph of article 20 of Agreement 2-2010 of April 16, 2010, so that those interested in such procedures have sufficient time to comply with the comments or observations that this Regulator formulates regarding the documentation presented or to redefine and restructure the offering they originally presented, and finally, to materialize the respective registration before the Superintendence.

That the Superintendence reiterates its commitment to the Panamanian securities market, in its strengthening and development, even more in these difficult times, where it is necessary to examine carefully and adopt all measures and actions within the reach of this Regulator in the law, which promote at all times the legal certainty of each of the market participants, but which also promote market efficiency, competition, and capital formation, as established in article 323 of the Single Text.

In merit of the above, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,

RESOLVES:

ARTICLE FIRST: TO EXTEND to ninety (90) business days the additional extension term contemplated in the transitional paragraph of article 23 of Agreement 5-2004 of July 23, 2004, and in the transitional paragraph of article 20 of Agreement 2-2010 of April 16, 2010, intended for the applicant for the registration of an investment company or for the registration of securities that will be subject to public offering to comply with the comments or observations formulated by the Securities Market Superintendence regarding the documentation presented for the respective procedure or to redefine and restructure the offering originally presented.

ARTICLE SECOND: TO CLARIFY, with respect to what is resolved in the first article of this general resolution, the following:

1. The mechanism contemplated in the transitional paragraph of the aforementioned Agreements is maintained, that is: the extension must be approved by the Securities Market Superintendence, for which the interested party must submit the application indicating their reasons, before the expiration of the term originally established in the cited Agreements to address the comments or observations formulated by the Securities Market Superintendence.

2. Once the extension is approved, the term of ninety (90) additional business days determined in this general resolution will begin to run on the next business day following the expiration of the term originally established in the cited Agreements to address the comments or observations formulated by the Securities Market Superintendence.

3. Extension applications that have been approved by the Securities Market Superintendence, before the entry into force of this general resolution, will also benefit from the extension determined in the first article of this administrative act, so that they will have sixty (60) additional business days, which will begin to run automatically on the next business day following the expiration of the extension term approved by the Securities Market Superintendence to address the comments or observations formulated.

Promulgated in the Official Gazette No. 29118 of September 22, 2020.
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ARTICLE THIRD: VALIDITY. This resolution shall govern from its promulgation in the Official Gazette and until the validity of the transitional paragraph of article 23 of Agreement 5-2004 of July 23, 2004, and of the transitional paragraph of article 20 of Agreement 2-2010 of April 16, 2010, lasts.

LEGAL BASIS: articles 3, 5, 6, 10 (items 18 and 20), 19, 20, 251, 269 (item 1, letter e), and concordant articles of the Single Text of the Securities Market Law.

NOTIFY, PUBLISH, AND COMPLY,

(fdo.) (fdo.)
Eduardo Lee Luis Chalhoub
President of the Board of Directors Secretary of the Board of Directors.
/aatencio.