General Resolution SMV No. JD-9-20 of September 26, 2020 Extending the Deadline for Submission of the Annual Update Report (IN-A)

Promulgated in the Official Gazette No. 29124-A of September 30, 2020.
1
REPUBLIC OF PANAMA
BOARD OF DIRECTORS
SECURITIES MARKET SUPERINTENDENCE
General Resolution SMV No. JD-9-20
Of September 26, 2020
“Extending the deadline for the submission of the Annual Update Report (IN-A), which includes the audited annual financial statements, by certain issuers registered with the Securities Market Superintendence and/or guarantors of such registered issuers, which in turn are banks or subsidiaries or shareholding companies of banks, and whose special fiscal period ends in the month of June”

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 state entity, 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 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 for the supervision of securities market activities, the Single Text establishes the duty of reporting information to the Superintendence by its regulated entities, and in the case of registered issuers, Article 117 of the Single Text determines that they must present an annual report within the deadline established by the Superintendence, which shall not exceed 120 days from the close of the registered issuer's fiscal year, and must contain their audited financial statements, as well as any other information and documentation prescribed by the Superintendence.

That, in this regard and through Agreement No. 18-2000 of October 11, 2000, this Regulator adopted the report known as the “Annual Update Report” for issuers with securities registered with the Superintendence, which must be presented within 3 months following the close of the corresponding fiscal period and must contain, among other information established in Article 4 of said Agreement, the issuer's annual financial statements, audited by an independent authorized public accountant.

That, in the Official Gazette No. 29119-A of Wednesday, September 23, 2020, Agreement No. 009-2020 of September 11, 2020, adopted by the Superintendence of Banks, was promulgated, through which the latter established the duty of banks to ensure the disclosure, in the explanatory notes to the audited financial statements, of qualitative and quantitative information on credits classified in the “special mention modified” category, in accordance with Agreement No. 002-2020 of March 16, 2020, and its impact on the determination of provisions for expected losses, as well as on the bank's current and future cash flows.

That taking into account this duty incumbent upon banks, determined by the Superintendence of Banks of Panama as part of the measures adopted in response to the effects produced by the COVID-19 pandemic, within the Securities Market Superintendence, the need to extend the deadline for the submission of audited financial statements of registered issuers and/or guarantors of such registered issuers, which in turn are banks or subsidiaries or shareholding companies of banks and whose special fiscal period ends in the month of June, has been brought before the Board of Directors, so that they have the necessary time to attend to the requirements of the Superintendence of Banks of Panama and, in this sense, are not affected in the timely presentation of their audited financial statements to the Securities Market Superintendence, as well as of the Annual Update Report, whose submission deadline expires on September 30, 2020.

That after evaluating the above, with the object of being comprehensive regarding the response time that may be required to address such measures adopted by the Superintendence of Banks, the Board of Directors of the Securities Market Superintendence has decided to extend the submission deadlines for the reports mentioned in the previous paragraph, such that the issuers registered with this Regulator and/or their guarantors, also identified in the preceding paragraph, can comply timely, in due form and content, with their duty of periodic reporting to the Securities Market Superintendence and this can have the necessary information for its correct supervision.

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

RESOLVES:

ARTICLE FIRST: EXTEND the deadline for the submission of the following reports by registered issuers with the Securities Market Superintendence and/or guarantors of such registered issuers, which in turn are banks or subsidiaries or shareholding companies of banks and whose special fiscal period ends in the month of June, as follows:

1. Until November 16, 2020, for the submission of the Annual Update Report (IN-A), which includes the audited annual financial statements, whose original submission deadline expires on September 30, 2020.

This extension also applies to the sworn declaration that forms part of the IN-A, which must be submitted in the form and by the means established in Articles First and Second of General Resolution SMV No. JD-4-20 of April 23, 2020, adopted by the Securities Market Superintendence; furthermore, the sworn declaration must bear the joint signature of at least two (2) of the persons specified in Article 3 of Agreement No. 8-2000 of May 22, 2000, understood as: one (1) dignitary of the Board of Directors, either the president or the treasurer, and one (1) representative of the administration, either: the general manager, the financial director, or the comptroller, to fulfill this duty.

ARTICLE SECOND: CLARIFY that what is established in the first article of this general resolution does not exempt registered issuers from the duty to immediately inform the Securities Market Superintendence of any event of importance or relevant circumstance that affects or may affect the development or continuity of their operations or the interests or rights of investors or the requirements established by the Securities Market Law for the development of their activities, respectively.

ARTICLE THIRD: VALIDITY. This general resolution shall enter into force from its promulgation in the Official Gazette.

LEGAL BASIS: Articles 3, 5, 6, 10 (items 18 and 20), 19, 20, 117, and concordant articles of the Single Text of the Securities Market Law.

NOTIFY, PUBLISH, AND COMPLY,

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