Norm on Public Acquisition Offer

Resolution CD-SIBOIF-561-1-NOV19-2008
Dated November 19, 2008
NORM ON PUBLIC ACQUISITION OFFER
The Board of Directors of the Superintendence of Banks and Other Financial Institutions, CONSIDERING I That Article 46 of Law No. 587, "Capital Markets Law," published in La Gaceta, Official Gazette No. 222, of November 15, 2006, establishes that anyone intending to acquire, directly or indirectly, in a single act or successive acts, a volume of shares or other securities of a company registered in the Securities Register, and thereby achieve a significant participation in the share capital, must promote a public acquisition offer directed to all holders of shares of this company. It also establishes that the Board of Directors of the Superintendence will regulate the conditions of such offers. II That according to Articles 6, letter b) and 208, of the aforementioned Law, it is the authority of the Board of Directors to issue general norms aimed at regulating the functioning of the securities market In exercise of its powers, HAS ISSUED The following:
NORM ON PUBLIC ACQUISITION OFFER
Resolution CD-SIBOIF-561-1-NOV19-2008
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. Group of Economic Interest: Related parties, significant linkages and indirect manifestations of natural and legal persons to whom this Norm applies. This is in accordance with the guidelines established regarding this matter by Article 55 of Law 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups, and the regulations governing the matter on concentration limits. b. Capital Markets Law: Law No. 587, Capital Markets Law, published in La Gaceta, Official Gazette, No. 222 of November 15, 2006.
c. Offeror: Refers to the natural or legal person intending to acquire shares or other securities that directly or indirectly may give the right to subscribe to or acquire shares of an affected or offered company.
d. Offer or OPA: Public acquisition offer. Refers to the procedure by which a person, natural or legal, publicly offers to buy shares or other securities that directly or indirectly may give the right to subscribe to or acquire shares of an affected or offered company. e. Competing offer: Refers to the offer presented by a third party not linked to the original offer, equally interested in acquiring shares or other securities that directly or indirectly may give the right to subscribe to or acquire shares of the affected or offered company. f. Register: Securities Register of the Superintendence of Banks and Other Financial Institutions. g. Affected or offered company: Refers to the listed issuing company, whose shares or other securities that directly or indirectly may give the right to subscribe to or acquire shares, are intended to be acquired by the offeror. h. Superintendence: Superintendence of Banks and Other Financial Institutions.
i. Superintendent: Superintendent of Banks and Other Financial Institutions.
j. Securities: Refers to those securities that directly or indirectly may give the right to subscribe to or acquire shares of an affected or offered company.

Article 2. Object.- This Norm aims to establish the cases in which an offeror is obliged to promote an OPA; as well as to establish the minimum information requirements that such an offer must contain; the authorization procedure and the procedure thereof; the obligations of the affected or offered company upon being notified of the existence of the offer; as well as its acceptance and settlement mechanism.
The authorization mentioned in the previous paragraph refers only to the verification of compliance with the minimum information requirements established in this Norm to initiate the offer procedure and does not imply any judgment of value or qualification regarding the terms and conditions thereof, nor much less, regarding the solvency of the offeror.
Article 3. Scope.- The provisions of this Norm are applicable, among others, to offerors, affected or offered companies, stock exchanges, and stock exchange seats that participate in the intermediation of the OPA.
CHAPTER II
MANDATORY OFFERS AND EXCLUDED SCENARIOS
Article 4. OPA to acquire significant participation.- Any natural or legal person intending to acquire for valuable consideration, directly or indirectly, in a single act or successive acts, shares or other securities of an affected or offered company, which allows them to achieve a significant participation in the voting capital of said company, in accordance with Article 9 of this Norm, must promote an offer under the terms provided in these provisions.
The capital reduction of an issuer by the purchase of its own shares, when these are authorized for public offer, will be subject to the presentation of an offer that will be governed by the rules established in this Norm, except as provided in Article 8 thereof.
Article 5. OPA to modify statutes.- Any natural or legal person, holder of shares authorized for public offer and who, according to their statutes or the Commercial Code, such shares represent a sufficient percentage of votes to modify them, and who intends for the first time since having reached that percentage to modify clauses in which rights for minority shareholders have been agreed upon, will be obliged to promote an offer directed to the rest of the share capital under the terms established in this Norm. For these purposes and without the list being exhaustive, it will be understood that such condition is met by clauses that grant minority shareholders representation on the board of directors, those that establish the composition of internal supervision or audit bodies, and those that establish qualified majorities for corporate decision-making.

However, the provisions established in the previous paragraph will not apply when shareholders representing at least the majority of the votes not owned by the person who would be obliged to promote the offer manifest in writing their agreement with the statutory modification in question.
Article 6. OPA to authorize the cancellation of registration of shares or other public offer securities.- In the event that the Superintendent considers the measures proposed by an issuer insufficient to authorize the cancellation of registration of shares or other public offer securities held in their name in the Register of the Superintendence, they may condition this authorization to the making of an offer directed to all holders of such shares or securities, which will be governed by the provisions of this Norm. This is without prejudice to the compliance with additional requirements established in the regulations governing the matter on cancellation of registration of public offer securities at the request of the issuer.
The Superintendent's resolution ordering the making of this type of OPA must specify the technical criteria that the affected or offered company will take into account to determine the minimum price of the offer; for which it may request the valuation of its shares based on one, several, or all of the following criteria:
a) Book value of the company. b) Liquidation value of the company. c) Value of the company as a going concern. d) Weighted average price of the shares during the period indicated by the Superintendent.
If an offer had been made in the year prior to the request for cancellation of registration, the information on the prices offered on that occasion must be presented.
This valuation must be carried out by an expert independent of the issuing company, registered in the Register of Valuation Experts of the Superintendence.
Article 7. OPA in cases of merger.- The merger that leads to the disappearance of an affected or offered company will require the presentation of an offer by those shareholders who agree with said merger, directed to the holders who disagree with it, which will be governed by the provisions of this Norm.
Article 8. Excluded scenarios.- There will be no obligation to make an OPA in the following cases:

a) Redistribution of already held values among members of the same group of economic interest. b) Those in which all shareholders of the company agree unanimously on the sale or exchange of the shares. c) Programs or other mechanisms for share repurchases that, in the judgment of the Superintendent, do not require making an OPA. In such case, the interested party must present their technical criteria supporting the request for exclusion.
CHAPTER III
SIGNIFICANT PARTICIPATION, RECIPIENTS, CONSIDERATION AND GUARANTEES OF THE OFFER
Article 9. Significant participation.- For the purposes of this Norm, significant participation will be understood as that which represents a percentage equal to or greater than twenty-five percent (25%) of the circulating share capital with voting rights of the affected or offered company.
When the offeror intends to achieve a significant participation equal to or greater than twenty-five percent (25%), but less than or equal to fifty percent (50%) of the circulating share capital with voting rights, the offer must be made on a quantity of securities that represents, at minimum, ten percent (10%) of the capital of the affected or offered company. When the offeror intends to achieve a significant participation greater than fifty percent (50%) of the circulating share capital with voting rights, the offer must be made on a quantity of securities that allows the acquirer to reach, at least, seventy-five percent (75%) of the capital of the affected or offered company.
Article 10. Calculation of significant participation.- Shares or other securities belonging to the same group of economic interest, as well as those owned by other persons acting in their own name but on behalf of or in concert with the former, will be considered as property of the same person, natural or legal. It will be presumed, unless proven otherwise, that the members of their board of directors act on behalf of or in concert with the former.
For the purposes of calculating participation, both the shares held as ownership and the voting rights enjoyed by virtue of usufruct or pledge or by virtue of any other title of a contractual nature will be considered.
In the case of securities that give the right to subscribe to or acquire shares or convertible into shares, the theoretical capital to which such securities potentially give right will be added to the circulating share capital, and the total number of shares in

circulation will be added the maximum theoretical capital that the set of said values may give rise to; excluding from the calculation those values that give the right to acquire or subscribe to existing shares.
Article 11. Recipients of the offer.- The offer must be directed to:
a) The holders of all shares with voting rights of the affected or offered company. b) The holders of all rights to acquire or subscribe to shares with voting rights, as well as the holders of bonds convertible into shares with voting rights.
Article 12. Consideration.- The consideration provided by the offeror may consist of cash and/or shares of another company, except in the OPA in case of merger, for those holders of shares who disagree with it, in which case, the consideration may only be in cash.
In the case of share swap, the OPA must be clear regarding the nature, valuation, and characteristics of the securities offered as swap, as well as the proportions in which the swap is to take place.
All offers must ensure equal treatment of securities that are in equal circumstances.
Article 13. Guarantees of the offer.- The offeror must prove to the Superintendent the constitution of guarantees that ensure the fulfillment of the obligations resulting from the offer.
In the case of cash consideration, the guarantees may be constituted in cash or through a guarantee or bond issued by a financial entity authorized for such purpose, provided that it covers one hundred percent (100%) of the offer. In the case of share swap, the guarantee will be constituted by the deposit of these shares with an authorized custodian entity.
CHAPTER IV
INFORMATION REQUIREMENTS OF THE OFFER
Article 14. Minimum information requirements.- Every offeror must present to the Superintendent the following minimum documentation:
a) Explanatory brochure of the offer in accordance with the minimum content established in the following article. b) In the case where the offered consideration is shares of another company, the valuations of said company must be presented. These

valuations must be carried out by an independent expert registered in the Register of Valuation Experts kept by the Superintendence. In case it is listed on the stock exchange, the market value of the shares presented by a stock exchange seat that is not part of its group of economic interest must be included. c) Document proving the constitution of the offer guarantee. d) Format of the notice of publication of the offer, in accordance with the minimum content established in the annex of this Norm, which is an integral part thereof. In case the offeror is a legal person, additionally present:

1. Power of representation of the person authorized to present the request on behalf of the legal person.
2. Notarially certified copy of the incorporation documents of the legal person and its modifications, if any. In the case of foreign legal persons, the equivalent documents, with the corresponding legal authentications.
3. Notarial certification of the agreement to promote the offer adopted by the competent body, according to its internal provisions.
4. Audited financial statements of the offeror company and, if applicable, of its group of economic interest, corresponding at least to the last economic year.
   Article 15. Content of the brochure.- The minimum content of the brochure referred to in the previous article will be the following:
   a) Information about the offeror
5. Name, address, and contact data of the offeror, natural person, or when it is a legal person, trade name or corporate name, address, corporate purpose, and contact data of the company.
6. Entities belonging to the same group of economic interest as the offeror, under the terms established in letter a), of Article 1 of this Norm.
7. Persons responsible for the information contained in the brochure.
8. Securities of the affected or offered company that the offeror, the companies of its group of economic interest, other persons acting on behalf of the offeror or in concert with it, and, if the offeror is a legal person, the members of its board of directors, hold directly or indirectly, with indication of the voting rights corresponding to the securities.
9. Securities of the offeror held by the affected or offered company, with indication of the voting rights corresponding to them.
10. Agreements between the offeror and the board of directors of the affected or offered company; as well as specific advantages that the offeror has reserved for the members of the board of directors of said company.
11. Agreements between the offeror and the holders of the shares of the affected or offered company, including a notarial declaration by the offeror indicating that no payments have been made or agreed to be made for commissions, remuneration, donations, or consideration of any kind or for any concept in favor of said holders, directly or indirectly, other than the consideration offered in the offer.
12. Designation of the stock exchange seats acting on behalf of the offeror.
13. Information on the activity and economic-financial situation of the offeror, legal person, which must contain at least the following:
    i. The main activities of the company, with a description of the products or services it provides and the characteristics of the market it supplies.
    ii. An analysis of the company's track record in terms of its financial situation and the results obtained in the last two fiscal periods.
    b) Information about the offer
14. Purpose pursued by the offer, whether for the acquisition of significant participation, making of statutory modifications, request for cancellation of registration of public offer securities, or merger of companies.
15. Securities to which the offer extends.
16. Consideration offered. In case of cash consideration, it must indicate the currency in which the payment will be made and, if applicable, the exchange rate used.
    In case shares are offered, the information requested in letter a), item 9), of this article, regarding the issuing company of the shares offered in swap, must be incorporated. Likewise,

the valuations of the company carried out by an independent expert registered in the Register of Valuation Experts kept by the Superintendence must be incorporated.
When the consideration consists of securities, the nature and characteristics thereof must be indicated, with express reference to whether they have or do not have voting rights.
4) Source of financing of the offer, whether own resources or eventual indebtedness, including a summary of the main terms and conditions thereof.
5) Maximum number of securities to which the offer extends and, if applicable, minimum number of securities whose acquisition conditions the effectiveness of the offer.
6) Guarantees constituted by the offeror for the settlement of the offer.
7) Form and means through which declarations of acceptance of the offers will be received.
c) Formal procedural elements

1. Deadline for acceptance of the offer.
2. Formalities that recipients of the offer must comply with to manifest their acceptance, as well as the form and deadline in which they will receive the consideration.
3. Acceptance and settlement expenses of the offer.
   The Superintendent may exempt from the presentation of one, several, or all of the information requirements established in this article, in case the offeror is registered in the Register of the Superintendence.
   CHAPTER V
   PROCEDURE FOR AUTHORIZATION TO START THE PROCESS
   Article 16. Authorization procedure.- Every OPA process will be subject to the prior authorization of the Superintendent. To this effect, said official must issue their resolution of authorization or denial of start within a maximum period of ten (10) business days counted from the compliant presentation of all documentation and information required in this Norm. In accordance with Article 2 of this Norm, such authorization does not imply any judgment of value or qualification regarding the terms and conditions of the offer, nor much less, regarding the solvency of the offeror.

Article 17. Suspension of trading of affected securities.- The Superintendent will resolve the temporary suspension of trading of the securities affected by the offer immediately upon presentation of the respective request. Such resolution will indicate that it is due to the presentation and processing of an OPA.
The Superintendent will communicate the suspension as a relevant fact to the respective stock exchange, so that it in turn disseminates it as such to market participants, as well as to the affected or offered company.
The suspension will become void the day after the publication of the public offer announcements referred to in Article 19 of this Norm, or in a shorter period, if so ordered by the Superintendent.
Once the suspension is lifted, stock exchange seats participating in the trading of shares or other securities of an affected or offered company must warn their clients of the existence of the offer.
CHAPTER VI
PROCEDURE OF THE OFFER
Article 18. Communication of the offer to shareholders of the affected or offered company.- The board of directors of the affected or offered company must inform its shareholders of the existence of an authorized offer within a maximum period of three (3) business days, counted from the written communication received from the Superintendent.
Article 19. Publication of the offer.- Within a maximum period of five (5) business days counted from receiving the communication of authorization of the offer, the offeror must comply with the following:
a) Publish the notice of the offer in two newspapers of wide national circulation, for two consecutive days, during the period of its validity. b) Communicate and send, physically and electronically, a copy of the explanatory brochure of the offer to the exchanges where the securities are admitted to trading. c) Make available to interested parties copies of the explanatory brochure of the offer, at minimum, in the following places:

1. In the stock exchanges where the securities are traded, physically and electronically on their Website.

2. In its offices and in those of the affected or offered company, physically or electronically.

3. At the stock exchange positions acting on behalf of the offeror, both physically and electronically on their Website; and

4. At the offices of the Superintendence.
   Article 20. Submission of competitive offers.- Within fifteen (15) business days following the first publication of the offer, competitive offers may be submitted. The Superintendent may extend this deadline by up to fifteen (15) additional business days, upon request by a third party demonstrating a legitimate interest.
   Every competitive offer must comply with the requirements established in articles 14 and 15 of this Norm and shall be subject to the same authorization procedure set forth in article 16.
   Within the deadline for submitting competitive offers, the initial offeror may modify the characteristics of its initial offer, provided that such modification implies more favorable treatment for the recipients of the offer, either by extending the number of securities to which it is directed or by improving the consideration offered. The Superintendent will authorize the modification as long as the corresponding additional guarantees have been provided.
   Article 21. Definitive offers.- Upon expiration of the deadline referred to in article 16 of this Norm without competitive offers having been submitted, the Superintendent shall notify the offeror within a period of three (3) business days.
   Within five (5) business days following this notification, the offeror must republish its offer in two newspapers of wide national circulation, for two consecutive days.
   In the event that competitive offers have been submitted and authorized, within a period of three (3) business days counted from the communication of the authorization agreement of the last of the competitive offers, the Superintendent shall convene all authorized offerors to attend the Superintendence to present their definitive offers within the deadline it specifies. The Superintendent will authorize the definitive offers that are duly guaranteed and will communicate the authorizations granted to the affected or offered company and the respective stock exchange, for dissemination to market participants. Within five (5) business days following receipt of the communication of authorization of the definitive offer, each offeror must publish its offer in the same manner established in the first paragraph of this article. In such publications, a legend must be included warning of the existence of competitive offers.

Article 22. Submission of report by the board of directors of the affected or offered company.- Within five (5) business days following receipt of the communication made by the Superintendent regarding the authorized definitive offers, the board of directors of the affected or offered company must send to the Superintendent and the respective stock exchange a detailed report with its opinion on said offers. The report must state the existence of any agreement between the board of directors of the affected or offered company, or the shareholders, with any of the offerors. Within the same deadline, said report must be published in a newspaper of wide national circulation and at least one copy must be available for consultation at its offices.
The failure to issue, submit, or publish said report by the board of directors shall not invalidate the offers. This is without prejudice to the administrative, criminal, or any other liability that may be imposed on the directors for non-compliance with their duty to inform shareholders.
Article 23. Prohibitions for the board of directors of the affected or offered company.- From the notification of suspension of trading of the securities until the communication of the results of the offers, the board of directors of the affected or offered company, or of companies belonging to its same group of economic interest, shall refrain from carrying out any operation that is not typical of the ordinary activity of the company or that has the object of disrupting the development of the offers.
In particular, the board of directors may not do the following:
a) Agree to the issuance of debt securities, except when it concerns executing prior agreements or those corresponding to the normal activity of the company. b) Carry out directly or indirectly operations on the securities affected by the offers with the purpose of disrupting them. c) Alienate, encumber, or lease assets of the company when they could disrupt or frustrate the offers, except when it concerns executing prior agreements.
CHAPTER VII
ACCEPTANCE AND SETTLEMENT OF THE OFFER
Article 24. Acceptance deadline.- The maximum deadline for acceptance of definitive offers shall be fifteen (15) business days counted from the first publication of the respective notices.

Article 25. Declaration of acceptance.- Declarations of acceptance of the offers may be made through the stock exchange position designated by the offeror, in the manner specified in the explanatory brochure. The stock exchange positions shall communicate said acceptances to the offeror through the representatives designated in the brochure. The acceptances shall be irrevocable.
Article 26. Information on acceptances received.- During the acceptance period for definitive offers, interested parties may obtain information on the number of acceptances received at the offices of each offeror and at the offices of their designated stock exchange positions.
Article 27. Communication of the result.- Upon expiration of the acceptance period for the definitive offer, and within a period not exceeding three (3) business days, each offeror shall communicate to the Superintendent the total number of securities included in the declarations of acceptance received, and, where applicable, the proposed settlement carried out in accordance with what is established in article 31 of this Norm.
Within a maximum period of three (3) business days, the Superintendent shall communicate to the stock exchanges in which such securities are admitted to trading, to the offerors, and to the affected or offered company, the positive or negative result of each offer, depending on whether the minimum number of securities indicated in the explanatory brochure has been reached or not. The stock exchanges shall communicate said result on the next business day.
Article 28. Irrevocability of offers.- The authorized definitive offers shall be irrevocable except in the case where the effectiveness of the offer was conditioned on acceptance by a minimum percentage of capital and this was not reached.
Article 29. Cessation of effects of the offer.- The offeror must communicate to the Superintendent the withdrawal of its offer due to not having reached the minimum percentage of acceptance to which it was conditioned. Likewise, it must publish this communication in two newspapers of wide national circulation, for two consecutive days, within a maximum period of five (5) business days counted from its acknowledgment of receipt by the Superintendent.
Once the withdrawal of the offer is published, the acceptances that had been received shall become void; consequently, the stock exchange positions that have received acceptances are obligated to return the documents evidencing ownership that had been delivered to them, within a maximum period of three business days counted from the notice of publication of the respective withdrawal. All expenses shall be borne by the offeror. The same deadline shall apply for the return in cases of acceptances that do not result in allocation due to the pro-rata allocation referred to in the following article.

All of the foregoing is without prejudice to the offeror resolving to acquire all of the shares that have been the subject of the acceptances received.
Article 30. Distribution and pro-rata allocation.- When the total number of securities included in the declarations of acceptance exceeds the maximum limit of the offer, each acceptance shall be allocated a number of securities representing the percentage fixed as the maximum limit for that particular acceptance.
Article 31. Settlement of offers.- Offers that have achieved a positive result shall be settled within the same deadline provided for cash stock market operations. For the purposes of this article, the operations shall be deemed perfected on the day immediately following the communication of the result by the Superintendent referred to in article 27 of this Norm.
In the case where the consideration consists of money, the settlement may be carried out through stock exchange settlement mechanisms or outside them, but through authorized intermediaries.
Once the operation is settled, the Superintendent will authorize the release of the guarantee offered.
CHAPTER VIII
FINAL PROVISIONS
Article 32. Validity.- This Norm shall enter into force from its publication in La Gaceta, Official Diary.
ANNEX
FORMAT OF NOTICE OF PUBLICATION OF THE OFFER
MINIMUM CONTENT:
a) Identification of the offeror(s) and participation in the affected or offered company; b) Name of the affected or offered company; c) Recipients of the offer; d) Objective of the offer; e) Deadline of the offer, indicating date and time limit; f) Class of shares, minimum and maximum quantity proposed to be acquired, as well as the percentage that each represents of the capital of the affected or offered company;

g) Price offered to be paid for each of the shares or securities to be acquired, which must express when the consideration consists of cash, the currency and, if applicable, the exchange rate used; h) When the consideration consists totally or partially of securities, description of the securities to be delivered in exchange, as well as the swap ratio with respect to each of the shares to be acquired; i) Source of financing of the offer; j) Name of the stock exchange position designated by the offeror to receive declarations of acceptance and settle the offer; k) Settlement deadline, payment modality and manner in which it is guaranteed; l) Revocation of the offer and right of rescission; m) Distribution and pro-rata allocation mechanisms; n) Indication of the places where the explanatory brochure and the documentation related to the offer are available to shareholders. o) Indication of whether it is the first or second publication of the notice. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) Roberto Solórzano Ch. (f) A. Cuadra G. (f) U. Cerna B. URIEL CERNA BARQUERO Secretary, Board of Directors SIBOIF