Norm on Organization and Operation of the Securities Registry of the Superintendence of Banks and Other Financial Institutions

Resolution No. CD-SIBOIF-618-2-MAR9-2010
Date: March 9, 2010

NORM ON ORGANIZATION AND OPERATION OF THE SECURITIES REGISTRY OF THE SUPERINTENDENCE OF BANKS AND OTHER FINANCIAL INSTITUTIONS

The Board of Directors of the Superintendence of Banks and Other Financial Institutions.

CONSIDERING

I

That Article 7 of Law No. 587, "Capital Markets Law," published in La Gaceta, Official Gazette No. 222, of November 15, 2006, establishes that all natural or legal persons who participate directly or indirectly in the securities markets, except investors, as well as the acts and contracts related to these markets and the securities issuances for which a public offering will be made, must be registered in the Securities Registry of the Superintendence, in accordance with the general norms issued for this purpose by its Board of Directors. Likewise, it establishes that the information contained in the Registry shall be of a public nature.

II

That the aforementioned Article 7 also provides that the Board of Directors of the Superintendence shall regulate the organization and operation of the Registry, as well as the type of information it considers necessary for this Registry and its updates, all to guarantee market transparency and investor protection.

III

That in accordance with the above and based on the powers established in Article 6, letter b) and Article 208 of the Capital Markets Law.

In exercise of its powers,

HAS ISSUED

The following,

CD-SIBOIF-618-2-MAR9-2010

NORM ON ORGANIZATION AND OPERATION OF THE SECURITIES REGISTRY OF THE SUPERINTENDENCE OF BANKS AND OTHER FINANCIAL INSTITUTIONS

CHAPTER I
CONCEPTS, OBJECT, AND SCOPE

Article 1. Concepts.- 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) Capital Markets Law: Law No. 587, Capital Markets Law, published in La Gaceta No. 222, of November 15, 2006. b) Person: Natural or legal person. c) Registry: Securities Registry of the Superintendence of Banks and Other Financial Institutions. d) Superintendence: Superintendence of Banks and Other Financial Institutions. e) Superintendent: Superintendent of Banks and Other Financial Institutions.

Article 2. Object.- This Norm aims to regulate the organization and operation of the Registry, as well as the information it must contain, in order to guarantee market transparency and investor protection.

Article 3. Scope.- The provisions of this Norm shall be applicable to persons, national or foreign, who participate directly or indirectly in the securities market, with the exception of investors.

CHAPTER II
ORGANIZATION AND OPERATION OF THE REGISTRY

Article 4. Purpose of the Registry.- The Registry shall be under the charge of the Superintendence and shall aim to promote public access to information related to participants in the securities market, acts and contracts related to it, and securities issuances for which a public offering will be made; as well as to guarantee the fidelity, order, integrity, and preservation of what is registered.

For all legal purposes, it shall be understood that the legal existence of the Registry created pursuant to Resolution SIB-OIF-II-3-94, dated January 5, 1994, has remained without interruption of continuity since the entry into force of the aforementioned Resolution.

Article 5. Organization of the Registry.- All persons who participate directly or indirectly in the securities markets, except investors, as well as the acts and contracts related to these markets and the securities issuances for which a public offering will be made, must be registered in the Registry. It shall be the responsibility of the Superintendent to authorize registry accounts for each of the following persons, acts, and contracts:

a) Securities issuances; b) Stock exchanges. c) Stock exchange positions. d) Stockbrokers. e) Securities depositories. f) Custody entities. g) Clearing and settlement societies. h) Investment fund management companies and the funds they manage. i) Securitization fund management companies and the funds they manage. j) Risk rating agencies; and k) Price providers.

Unique registry accounts shall be maintained in the Registry; therefore, any information that modifies, rectifies, suspends, or cancels them must be authorized by the Superintendent.

Each authorized registry account shall be assigned a consecutive or chronological registry number and shall contain a summary of the data identifying the person, act, or contract being registered. These accounts shall be maintained electronically, in accordance with the computer system developed by the Superintendence.

The Registry shall additionally maintain an Electronic File for each authorized registry account, in accordance with the provisions of the following article.

The documentation supporting the registry accounts may be kept in electronic files or microfilms, provided that the proper custody and preservation of said documentation is guaranteed. Such documentation shall be available for consultation at the offices of the Superintendence.

Article 6. Electronic File.- The Registry shall maintain an Electronic File or database for each authorized registry account, which shall contain the minimum information established in the Annex of this Norm, which is an integral part of it.

Changes due to information updates in the Electronic Files that do not imply modification to the registry accounts shall not require authorization from the Superintendent.

Any electronic or printed report obtained from the Registry through this means does not constitute a registry certification, nor does it have legal effect.

Article 7. Principles Governing the Operation of the Registry.- The operation of the Registry shall be governed by the following general principles:

a) Principle of Petition: Registry accounts shall be authorized upon request of the interested party. b) Principle of Priority: Requests for registry accounts shall be attended to in accordance with the date and time of presentation. c) Principle of Legality: All accounts shall have legal effect from the moment of their registration, and shall have effects against third parties once the information requirements established in the Capital Markets Law and relevant regulations are met. d) Principle of Publicity: The information contained in the Registry is of a public nature, as are the physical files, and may be consulted by any person. e) Principle of Successive Tract: In the Registry, facts shall be registered in which the person who constitutes, transfers, modifies, or cancels an account is the same person appearing as the holder of the preceding account, so that from the existing accounts related to a single registered fact, a perfect sequence and chain, as well as the correlation between registrations, their modifications, suspensions, and cancellations, shall result.

Article 8. Omissions or Material Errors.- Omissions or material errors committed in registry accounts may be corrected prior to written instruction from the Superintendent.

An omission or material error shall be understood to exist when words or phrases are written instead of others, or when proper names, business names, or amounts are written incorrectly, or when the expression of any circumstance or similar items is omitted.

Article 9. Suspension of Registry Account.-
1 Suspension of registry accounts shall proceed in the following cases:

a) As a result of the application of sanctions established in the Capital Markets Law and corresponding regulations; or b) For voluntary suspension of operations of stock exchange positions, in accordance with the following:

1. The person registered in the Registry must submit a request to the Superintendent indicating the reasons motivating the suspension of operations, attaching a notarial certification of the minutes of the general shareholders' meeting, board of directors, or competent body that decided to request the suspension. It must also attach an action plan concerning the suspension of operations, which must be approved by the competent corporate body. This plan must include, among other aspects, the actions planned for the total cancellation of relationships, negotiations, contracts, and mandates of any nature with its clients, the schedule for the same, and the officials responsible for compliance with said plan.

2. Once the action plan referred to in the preceding paragraph is concluded, certificates issued by the corresponding stock exchanges and securities depositories must be submitted, indicating that the stock exchange position has no pending operations to settle, nor securities in custody.

3. Once the requirements established in paragraphs 1) and 2) above are met, the Superintendent shall issue a resolution regarding the request for voluntary suspension of operations, establishing the periodic information that the person must submit, as appropriate. The person must be up to date with contributions and payments to the Superintendence on the date of said resolution.

4. Voluntary suspension of operations may not exceed a period of one year.

Suspensions of registry accounts shall be noted in the section of relevant facts maintained for this purpose by the Registry.

The registry account shall regain its legal effect when the person remedies the cause that originated the suspension of the registry account, or once the stock exchange position resumes operations, as appropriate.

Article 10. Cancellation of Registry Account.- Cancellations of registry accounts shall be noted in the section of relevant facts maintained for this purpose by the Registry, noting the cause of the cancellation and its date; and must be separated from active registry accounts. The cancellations of such accounts shall be preserved only for consultation purposes and for the issuance of registry certifications.

Article 11. Registry Certifications.- The Superintendent shall issue certifications of registry accounts upon request, prior to payment by the interested party of the corresponding fees, in accordance with the regulations governing the matter on Registry tariffs.

Such certifications shall include the information contained in the registry account, as well as any modifications that exist over time.

CHAPTER III
FINAL PROVISIONS

Article 12. Modification of Annex.- The Superintendent is authorized to make any necessary modifications to the Annex of this Norm, which is an integral part of it.

Article 13. Repeal.- The Regulatory Norms of the Registry of Issuers, Securities, Brokerage Societies, Stock Exchange Positions, and Stockbrokers, contained in Resolution SIB-OIF-II-3-94, of January 5, 1994, are hereby repealed.

Art. 14. Effectiveness.- This Norm shall enter into force three (3) months after its publication in La Gaceta, Official Gazette.

ANNEX
MINIMUM INFORMATION SUPPORTING REGISTRY ACCOUNTS

I. For stock exchanges, stock exchange positions, securities depositories, custody entities, clearing and settlement societies, investment fund management companies, securitization fund management companies, risk rating agencies, and price providers:

a) Registry Account Number, chronological sequence; b) Trade Name or Corporate Name; c) RUC Number (Tax Identification Number); d) Name of the Legal Representative; e) Address; f) Telephones (Fax); g) Website; h) Email address;

i) Resolution number of authorization; j) Data of registration in the Public Registry; k) Subscribed and paid-up share capital; l) List of Directors and their positions; m) List of Shareholders and percentage of participation in the company; n) In the case of entities created by special law, the number and date of approval of the law, as well as data regarding its publication in La Gaceta, Official Gazette; o) Disciplinary History.

II. For Stockbrokers:

a) First and Last Name; b) Identity Card Number; c) Contact data (home address and telephones) d) Email address; e) Contracting stock exchange position; f) Date and number of authorization issued by the stock exchange; g) Disciplinary History.

III. For Securities Issuances:

a) Type of issuance (securities representing debt or capital instruments / investment funds / other); b) Registry Account Number, chronological sequence; c) Authorization number / date of authorization / date of registration; d) Issuer:

1. Trade Name or Corporate Name;
2. RUC Number;
3. Name of the Legal Representative;
4. Address;
5. Telephones (Fax);
6. Website;
7. Email address;
8. Data of registration in the Public Registry;
9. Subscribed and paid-up share capital;
10. List of Directors and their positions;
11. List of Shareholders and percentage of participation in the company;
    e) Sector (public / private); f) Characteristics of the issuance:

1. For securities representing debt instruments:
   i. Name of the issuance;
   ii. Currency
   iii. Issuance Amount;
   iv. Face Value;
   v. Issuance Date;
   vi. Maturity Date;
   vii. Term;
   viii. Reference Rate;
   ix. Form of representation;
   x. Placement Form;
   xi. Payment Form;
   xii. Guarantees;
   xiii. Current Risk Rating;
   xiv. Risk Rating Agency;
   xv. Underwriter.
2. For securities representing capital instruments:
   i. Name of the issuance;
   ii. Currency;
   iii. Issuance Amount;
   iv. Number of shares;
   v. Face Value per share;
   vi. Form of representation;
   vii. Placement Mechanism,
   viii. Underwriter.
3. For investment funds:
   i. Name of the fund;
   ii. Type of fund (financial or non-financial / open or closed / guaranteed principal / mega-fund / real estate or real estate development / securitization)
   iii. Management Company;
   iv. Originator and Structuring Entity (in case of securitization)
   v. Portfolio Type (diversified / non-diversified)
   vi. Issuance Amount;
   vii. Fund Maturity Date;
   viii. Investment Portfolio Currency;
   ix. Subscription / Redemption Currency of Participations;
   x. Investment Income Type (fixed / variable)
   xi. Commissions (administrative / entry / exit);
   xii. Investment Committee Members;
   xiii. Portfolio Manager;
   xiv. Risk Rating;
   xv. Risk Rating Agency;
   xvi. Marketing Entity.

Following parts are inconsequential. (f) A. Rosales B. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) Fausto Reyes B. (f) illegible (Silvio Moisés Casco Marenco) (f) A. Morgan P. (Ad hoc Secretary).

URIEL CERNA BARQUERO
Secretary of the Board of Directors SIBOIF