Norm on Advertising in the Securities Market

Resolution No. CD-SIBOIF-556-2-OCT15-2008
Dated October 15, 2008
NORM ON ADVERTISING IN THE SECURITIES MARKET
The Board of Directors of the Superintendence of Banks and Other Financial Institutions,

CONSIDERING

I
That the second paragraph of Article 2 of Law No. 587, Capital Markets Law, published in La Gaceta, Official Gazette No. 222, of November 15, 2006, establishes that only subjects authorized by the Superintendence of Banks and Other Financial Institutions may make public offers of securities in the country, except for the cases provided for in said Law.

II
That Article 178 of the aforementioned Law 587 establishes that the Board of Directors of the Superintendence of Banks shall issue general rules so that the Superintendent determines the cases when the advertising of the activities contemplated in the Capital Markets Law is subject to authorization or other modalities of administrative control.

III
That Article 6, letter b) and Article 208, of the Capital Markets Law, empower the Board of Directors of the Superintendence to issue general rules aimed at regulating the functioning of the securities market, as well as the compliance with said Law.

In exercise of its powers,

HAS ISSUED

The following:

NORM ON ADVERTISING IN THE SECURITIES MARKET
Resolution No. CD-SIBOIF-556-2-OCT15-2008

CHAPTER I
CONCEPTS, OBJECT AND SCOPE

Article 1. Concepts.- 1 For the purposes of this Norm, the terms indicated in this article, both in uppercase and lowercase, singular or plural, shall have the following meanings:

a. Entities: Institutions that facilitate or provide brokerage intermediary services, such as stock exchanges, stock market places, securities central depositories, clearing and settlement societies, investment fund management companies, securitization fund management companies, and other institutions recognized by the Capital Markets Law.

b. Capital Markets Law: Law No. 587, Capital Markets Law, published in La Gaceta, Official Gazette, No. 222 of November 15, 2006.

c. Public Offer: Offer of securities that falls within the conditions indicated by the regulations governing the matter on public offers of securities in the primary market.

d. Restricted Public Offer: Offer directed solely to institutional or sophisticated investors, as indicated in the regulations governing the matter on public offers of securities in the primary market.

e. Advertising: Refers to the set of campaigns, messages, notices, and actions publicly disseminated through mass media (written, radio, television, Internet, posters, pamphlets, booklets, flyers, emails, coupons, electronic networks, or any other similar means) or individual (interviews, letters, or other similar means) to promote the securities market and the entities participating in said market.

f. Registry: Securities Registry of the Superintendence of Banks and Other Financial Institutions.

g. Superintendence: Superintendence of Banks and Other Financial Institutions.

h. Superintendent: Superintendent of Banks and Other Financial Institutions.

Article 2. Object and Scope.- This Norm aims to establish guidelines and restrictions on the advertising of public offer securities in the primary market; as well as guidelines and restrictions on the advertising of products and services offered by entities participating in the securities market, including the public offer of securities in the secondary market.

CHAPTER II
ADVERTISING OF SECURITIES SUBJECT TO PUBLIC OFFER IN THE PRIMARY MARKET

Article 3. Restrictions.- 2 Only persons authorized by the Superintendence may make public offers of securities in the country; therefore, no natural or legal person may sell or offer to sell, nor buy or offer to buy securities through a public offer, if such securities have not previously been registered in the Registry.

To this effect, the person wishing to make a public offer of securities may not, before the registration of these in the Registry, carry out advertising activities regarding such securities, nor may they disseminate information not related to previous practices or the usual course of their business, when this could condition the market and promote the interest of the investing public in the issuer and its securities in anticipation of a public offer.

Market conditioning is understood as the marketing and advertising efforts made before the registration of the securities in the Registry, although these efforts are not presented as an express offer. The foregoing promotes interest on the part of the public in the issuer and its securities, such that, for the purposes of this Norm, such advertising constitutes part of a sales effort for them by unauthorized means.

Stock market places that propose to offer foreign securities in accordance with what is established by the regulations on securities trading in the secondary market must comply, before the registration of the aforementioned securities in the Registry, with the restrictions indicated in the preceding paragraphs.

Article 4. Exception.- The restrictions referred to in the previous article do not apply to negotiations or subscription contracts of securities that the issuer concludes with its subscribers, nor to those concluded between subscribers themselves, regarding said securities, prior to the aforementioned registration.

Article 5. Advertising during the registration process of issuances in the Registry.- Once the registration process has begun, the issuer may carry out actions to identify the potential demand that the issuance will have prior to obtaining authorization to make a public offer, for which it may receive expressions of interest that must be managed with the following conditions:

a) Directed solely to investors who qualify for a restricted public offer.

b) Mass media may not be used.

c) A written format must be used indicating that "expressions of interest" are sought and clarifying that this is not a firm offer for the sale of those securities by the issuer and that therefore, investors cannot make a firm acceptance or commitment to purchase. Furthermore, no draft of the prospectus may be sent until it has been authorized.

d) The Superintendent must be informed that the issuer is in the process of obtaining expressions of interest and the material delivered to investors must be sent, which must contain the warning in uppercase letters and in red that it refers to an issuance in the process of authorization before the Superintendence and that, consequently, its content may be subject to modifications, so it is their responsibility to review the copy once its public offer is authorized.

Article 6. Advertising of securities issuances registered in the Registry.- Once the registration of the issuance in the Registry is authorized, the issuer's promotional material on the purchase or sale of securities must make express reference to the availability of the prospectus. There must be no divergence between the information contained in said material and that incorporated in the prospectus and the communications of relevant facts.

The issuer or the stock market place must send a copy of any printed advertising, as well as the texts of radio, television, and any other media advertisements, to the Superintendent before their dissemination.

In accordance with Article 22 of the Capital Markets Law, in all advertising carried out by the issuing company or the marketing company regarding the securities subject to public offer, the following Legend must appear: "The authorization and registration to make a public offer do not imply qualification of the issuance nor the solvency of the issuer or intermediary."

Likewise, the issuer must incorporate other legends that the Superintendent requests, when deemed necessary for the correct disclosure of the risks existing in a product or an entity.

CHAPTER III
GENERAL DUTIES REGARDING ADVERTISING

Article 7. Official Language.- Regardless of the form of dissemination, advertising must be carried out in Spanish, in a clear, simple, truthful manner, avoiding confusion or error in the interpretation of the advertising message by the public.

In the case of publications in other languages, the same advertising message must warn that this is a faithful version of the version in Spanish; however, in case of any divergence in interpretation, the Spanish version shall prevail. The foregoing does not apply to the advertising of restricted public offer securities, which may be presented in English.

Advertising carried out in the securities market must be entirely circumscribed to the nature and characteristics of the securities and the participating entities in the market, as well as their products and services.

Any clarification and/or precision required by this Norm must be clearly legible and expressed in a prominent manner. Such clarifications must be included in advertising texts, regardless of the medium used.

Article 8. Characteristics of Advertising.- Advertising carried out in the securities market must meet the following minimum characteristics:

a) Truthfulness: The institutional image or the legal, economic, or financial characteristics of the products or services advertised must be true and in accordance with the financial, legal, or technical reality of the entity or the product or service promoted.

b) Accuracy: The figures used must be accurate. The period to which they correspond and the official source or responsible party from which they were taken must be clearly identified. When financial indicators are used to demonstrate a specific situation, their use must not lead to mistakes. Regarding figures that are essentially variable by their nature, such as the volume of operations, assets, equity, or investment profitability, their advertising use may not exceed that of the last financial statement or last report that serves as support.

c) Precision: Advertising must contain precise information, so as to avoid inducing the public to confusion or interpretation errors. To this effect, advertising may not incur in:

1. Publishing statistical information without citing the entity used as a source.

2. Misleading the public regarding the extent or coverage of services.

3. Weighing the merits or characteristics of a product or service that lack real substantiation.

4. Advertising or promoting as their own policies, products, or services, without citing the corresponding source of origin in the advertising.

5. Supporting the solidity of services or products on aspects unrelated to their true technical, legal, financial, or economic substantiation.

6. Using assertions that allow deducing as definitive situations that in reality respond to conjunctural, transitory, or variable phenomena in the securities market.

7. Sustaining the institutional image or the image of the products or services promoted on conditions or characteristics that are not inherent to or applicable to the entity.

8. Making comparisons that highlight the qualities of a value or entity to the detriment of another, respectively.

9. Using qualitative expressions, such as "security," "guarantee," "trust," "solidity," or similar, when they suggest that such attributes are exclusive to a value or an entity.

10. Confusing the public by claiming to be a member of a financial group without actually being so.

11. Any other that in some way generates or may generate confusion, misinformation, or interpretation errors by the public.

Article 9. Use of Superlative Terms.- In case advertising includes the use of superlative terms indicating preeminence, figures, or specific data, these must correspond faithfully to objective, real, and verifiable facts at the date the advertising campaign is disseminated.

Article 10. Use of Assertions and Visual or Audiovisual Representations.- Assertions and visual or audiovisual representations must offer clarity, fidelity, and precision regarding the entity or the type of product or service being promoted. In this sense, the scope or limitations to which the entity, product, or service respectively is subject legally and economically must be taken into account.

Article 11. Use of the Entity's Name and/or Acronym.- The name or corporate name of the entity and/or its acronym must be used in advertising, as it appears in its bylaws; the type of entity or society it is must be specified; and its generic denomination (stock exchange, stock market place, securities central depository, investment fund management company, or similar) must be included.

Article 12. Use of Legible Font.- Entities must use a font type in their advertising that allows adequate legibility of figures, statistics, data, and any general information published, using as a minimum a font type and size equal to or similar to "Arial number 11."

Article 13. Good Faith and Unfair Competition.- Advertising carried out in the securities market may not be contrary to commercial good faith, nor may it tend to establish unfair competition.

Article 14. Supervision and Oversight.- In the dissemination of advertising, it must be indicated that the entity is under the supervision and oversight of the Superintendence.

CHAPTER IV
ADVERTISING OF INVESTMENT FUNDS AND THEIR MANAGEMENT COMPANIES

Article 15. Minimum Conditions.- Without prejudice to what is established in the regulations governing the matters on management companies and investment funds and on minimum requirements of investment fund prospectuses; the advertising of investment fund management companies and the funds they manage shall be subject to what is provided in this Norm and, additionally, to the following minimum conditions:

a) In the advertising of an investment fund, the integrity of the invested capital may not be guaranteed, nor fixed or determined returns.

b) The figures or data included to advertise the evolution or behavior of an investment fund, in addition to the guidelines already stated, must correspond to updated information, according to the following parameters:

1. Information related to specific time periods may be disseminated, provided that the selected periods are comparable to each other and correspond to the participant's expectation based on the nature and characteristics of the investment fund. Additionally, the most recent or updated available information must be included and the sources of such data must always be cited. Furthermore, when the portfolio of an investment fund is predominantly composed of shares, profitability may not be presented for periods less than one month, to avoid creating false expectations in investors.

2. Profitability must be expressed in terms of net effective annual yield, indicating the currency in which the investment fund is established, regardless of the possibility of including its equivalence in nominal rates, as established by the Superintendent. To calculate said yield, all commissions and expenses charged to the investment fund must be deducted previously.

3. The text to be disseminated must clarify that the figures or data published reflect the historical behavior of the investment fund, but that this does not imply that its future behavior will be equal or similar.

4. Projections on the profitability of investment funds may not be advertised.

5. The profitability or variability of the value of the participation units of an investment fund may only be advertised directly or indirectly when such fund has operated or functioned for at least thirty (30) consecutive days.

CHAPTER V
ADVERTISING OF SECURITIZATION FUNDS AND THEIR MANAGEMENT COMPANIES

Article 16. Minimum Conditions.- Without prejudice to what is provided in the regulations governing the matters on management companies and securitization funds and on the minimum content of the prospectus established in the regulations on public offer in the primary market; the advertising of securitization fund management companies and the funds they manage shall be subject to what is provided in this Norm and, additionally, to the following minimum conditions:

a) In the advertising of a securitization fund, the integrity of the invested capital may not be guaranteed, nor fixed or determined returns.

b) In addition to what is established in the previous letter, the figures or data included to advertise the evolution or behavior of securitization funds must correspond to updated information, according to the following parameters:

1. Information related to specific time periods may be disseminated, provided that the selected periods are comparable to each other and correspond to the investor's expectation based on the nature of the securitization fund.

2. When publishing information containing data related to specific time periods, these must be comparable to each other. Additionally, the most recent or updated available information must be included and the sources of such data must always be cited.

3. Profitability must be expressed in terms of net effective annual yield, regardless of the possibility of including its equivalence in nominal rates. To calculate said yield, all costs and expenses charged to the autonomous equity and the percentage applied as a commission for the administration of the resources of said equity must be deducted previously.

4. The text to be disseminated must clarify that the figures or data published reflect the historical behavior of the autonomous equity constituted for the issuance of securities in securitization processes, but that this does not imply that its future behavior will be equal or similar.

CHAPTER VI
FINAL PROVISIONS

Article 17. Suspension of Advertising.- The Superintendent may order the cessation or suspend, on a preventive basis, the advertising carried out in the securities market to determine if it complies with and meets what is established in the Capital Markets Law and in the norms issued by the Board of Directors of the Superintendence. Likewise, the Superintendent may instruct the publication of clarifications or corrections to the advertising, which must be carried out in accordance with the instructions issued for this effect.

The foregoing is without prejudice to the monetary sanctions that correspond according to what is established in the Capital Markets Law.

Article 18. Validity.- This Norm shall enter into force thirty (30) days after its publication in La Gaceta, Official Gazette.

(f) Antenor Rosales B. (f) V. Molina H. (f) Gabriel Pasos Lacayo (f) Roberto Solórzano Ch. (f) A. Cuadra G. (f) U. Cerna B.

URIEL CERNA BARQUERO

Secretary of the Board of Directors SIBOIF