Norm on Public Offering of Securities in the Primary Market

Resolution No. CD-SIBOIF-692-1-SEP7-2011
Dated September 7, 2011

NORM ON PUBLIC OFFERING OF SECURITIES IN THE PRIMARY MARKET

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

CONSIDERING

That Article 4 of Law No. 587, "Capital Markets Law," published in La Gaceta, Official Gazette No. 222, of November 15, 2006, establishes that the Superintendence of Banks and Other Financial Institutions, in fulfillment of said Law, shall ensure transparency in securities markets and the protection of investors, regulating, supervising, and auditing said markets, as well as the activities of natural and legal persons who intervene directly or indirectly in them.

That Title II of the aforementioned Law empowers the Board of Directors of the Superintendence to regulate general aspects related to the procedures and requirements for the placement and negotiation of securities subject to public offering in the primary market; as well as the requirements applicable to issuers and intermediaries of said securities.

In exercise of its powers,

HAS ISSUED

The following:

Resolution No. CD-SIBOIF-692-1-SEP7-2011
NORM ON PUBLIC OFFERING OF SECURITIES IN THE PRIMARY MARKET

CHAPTER I
OBJECT, SCOPE, AND CONCEPTS

Article 1. Purpose.- The purpose of this norm is to establish the following aspects:

a. Concept of public offering of securities in the primary market. b. Authorization procedures, placement, and negotiation of securities subject to public offering in the primary market.
c. Requirements applicable to issuers carrying out public offerings of securities in the primary market; and
d. Requirements and procedures for the modification of securities subject to public offering in the primary market.

Article 2. Scope.- The provisions of this norm are applicable to issuers, intermediaries, and other participants in the placement of securities subject to public offering in the primary market.

Article 3. Concepts.-

For the purposes of this norm, the following are understood:

a. ISIN Code (International Securities Identification Number): An international coding system that allows for the identification of securities issuances. b. Financial Institutions: Banks and finance companies, subject to the supervision of the Superintendence of Banks and Other Financial Institutions.
c. Group of Economic Interest: Related parties, significant linkages, and indirect manifestations of the issuer, as referred to in Article 55 of Law 561, General Law of Banks, Non-Bank Financial Institutions, and Financial Groups, and the regulations governing the matter on concentration limits.
d. Institutional Investor: Banks, finance companies, insurance companies, stock exchange intermediaries, investment funds, pension funds, regional banks, international organizations, legal entities with assets equal to or greater than the equivalent in national currency of three million United States dollars, among others. e. Sophisticated Investor: A natural person who qualifies under any of the following circumstances:

Having a net worth equal to or greater than the equivalent in national currency of five hundred thousand United States dollars.
Having liquid assets or investments in financial instruments in an amount equal to or greater than the equivalent in national currency of two hundred fifty thousand United States dollars.

1 Art. 3, amended on September 20, 2013 - Resolution CD-SIBOIF-799-1-SEP20-2013. Having an annual gross income equal to or greater than the equivalent in national currency of one hundred fifty thousand United States dollars, for each of the two preceding years and with the expectation of generating equal or greater income for the current year. f. Law No. 477: General Public Debt Law, published in La Gaceta, Official Gazette Number 236, of December 12, 2003. g. Capital Markets Law: Law No. 587, Capital Markets Law, published in La Gaceta, Official Gazette, No. 222 of November 15, 2006. h. Ticker: Name, abbreviation, or symbol assigned by the stock exchange to the instrument representing a society whose shares trade on the exchange.
i. Superintendence: Superintendence of Banks and Other Financial Institutions.
j. Superintendent: Superintendent of Banks and Other Financial Institutions.

CHAPTER II
CONCEPT OF SECURITY

Article 4. Concept of security.- In accordance with what is established in Article 2 of the Capital Markets Law, securities are considered to be negotiable instruments and any other right of an economic or patrimonial nature, incorporated or not in a document, which by its own legal configuration and transmission regime can be subject to negotiation in a stock market.

Securities include, among others, the following:

a. Shares issued by joint-stock companies, as well as any other instrument that may give the right to subscribe to shares. b. Negotiable fixed-income securities of public or private issuers.
c. Securities resulting from a securitization process.
d. Securities representing investment funds.

Article 5. Presumptions regarding the existence of a security.- The Superintendent shall presume, unless proven otherwise, that the following constitute securities:

a. Instruments representing investment contracts or issued in direct connection with such contracts. In this sense, an investment contract is understood as any contract in which the following characteristics concur, at least:

The conjunction of a fund provider and an investor who contributes funds with the expectation of receiving a return on their investment.
The investor has no direct involvement in the administration of the company or business to which the investment refers.
Multiple instruments are offered or issued, although not necessarily identical, each of which represents a credit or participation right in relation to a common portfolio or business.
b. Others that present the characteristics indicated in the previous article.

CHAPTER III
CONCEPT OF PUBLIC OFFERING

Article 6. Scope of the concept of public offering of securities.- In accordance with what is indicated by Article 2 of the Capital Markets Law, a public offering of securities is understood as any offer to issue, place, negotiate, or trade securities that is transmitted by any means to the public or to specific groups.

For these purposes, a public offering constitutes:

a. That which is carried out from Nicaraguan territory, regardless of the domicile of the person to whom the offer is directed; or, b. That which is directed to persons domiciled in Nicaragua, regardless of the country from which the offer is made.

It shall not cease to be a public offering due to the fact that the offeror does not participate directly in the placement of the securities, or that it is carried out in a foreign market.

Only persons authorized by the Superintendence may make a public offering of securities in the country; likewise, securities may not be sold or offered for sale, nor bought or offered for purchase, by means of a public offering, if said securities have not been previously registered in the Securities Register.

The person wishing to carry out a public offering of securities may not, prior to the registration of these in the Register, carry out advertising activities regarding said securities, nor may they disseminate information that is 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 offering.

Article 7. Exclusions from public offering of securities.- The following shall not be considered a public offering, provided that it is not disseminated through mass media or any other procedure of mass dissemination (Press, radio, television, and internet, among others):

a. The private offering of securities in the primary market carried out through stock exchange booths as established in Article 9 of this norm. b. The receipt by Nicaraguan stock exchange booths of buy or sell orders for unregistered foreign securities and the transmission of said orders to intermediaries authorized in foreign markets, provided that the effective negotiation of the securities takes place in a foreign market and the Nicaraguan stock exchange booth has not made any type of offer to investors regarding the securities subject to negotiation. Institutional or sophisticated investors are excepted from this case, provided that mass media is not used.
c. The offering of securities by issuers domiciled or not in foreign countries that is carried out through internet sites not domiciled in Nicaragua, provided that the issuer or intermediary has clearly established that such offer is not directed to the Nicaraguan market, or in its absence, has clearly established the markets to which it is directed and has taken reasonable measures to prevent the purchase of securities by investors domiciled in Nicaragua.
d. The offering of shares or call options on shares that is directed exclusively to the employees of the company issuing them, provided that the worker has access to periodic information on the company's performance for investment decision-making. e. The subscription of shares by the founders of joint-stock companies when, simultaneously and in a single act, all shares issued by them are subscribed, in accordance with what is established in Article 21 of the Capital Markets Law. f. Other private offers not carried out through stock exchange booths to a specific number of persons, provided that from the joint valuation of all elements composing the offer, it can be deduced that one is not facing a public offering. This will be determined by the Superintendent as established in the following article.

Article 8. Exclusion criteria.- In addition to the cases established in the preceding article, the Superintendent, responding to consultations made to them or ex officio, may determine other cases of exclusion from public offering of securities when they deem that, from the joint valuation of all elements composing the offer, it can be deduced that one is not facing securities or that, although they are securities, there has been no public offering. For these purposes, the Superintendent will consider, among others, the following criteria:

a. The number and type of investor to whom the offer is directed. b. The amount of participation required from each investor.
c. The total amount of resources raised.
d. The media used. e. The nature of the instruments offered. f. The nature and purpose of the transaction.

For the consultation to be admissible, the technical criterion of the applicant must be attached.

Article 9. Private offering of securities in the primary market through stock exchange booths.- Issuances that are placed in the primary market under the letter a) of Article 7 of this norm shall be considered private placements of unregistered securities, and may only be placed through authorized stock exchange booths to institutional or sophisticated investors.

Issuers who have carried out or have issuances authorized for public offering and/or those who have carried out two private placements of unregistered securities may not carry out private placements of unregistered securities in the primary market. These private placements of unregistered securities may not be carried out for amounts exceeding, individually or aggregated, the equivalent in national currency of three million (US$3,000,000.00) United States dollars.

Stock exchange booths must reveal to the investor the restriction these securities have for their negotiation in the secondary market, both in public offering and in the mechanism used by the Stock Exchange for private negotiations. The foregoing in accordance with the regulations governing the matter on the negotiation of securities in the Secondary Market.

Stock exchange booths must inform the Superintendent monthly about the private placements of unregistered securities, indicating, at least, the issuer, the amount of the issuance, the type of security placed, identification of the buyer, and the amount of the transaction.

Stock exchange booths that participate in the placement of said issuances must retain all documentation that allows them to demonstrate compliance with the conditions referred to in this article.

CHAPTER IV
SECURITIES SUBJECT TO PUBLIC OFFERING

Article 10. Serial or standardized issuances.- Except for the cases indicated by the following article, only securities issued in a serial or standardized manner may be subject to public offering. Securities issuances are considered serial or standardized those originating from the same issuer in which all securities composing them confer identical rights and obligations to their holder.

In the case of debt securities, whether commercial paper, bonds, convertible bonds, structured products, they shall be understood as standardized securities those that share the following common characteristics:

a. Issue date: from which the term of the issuance is counted. b. Maturity date.
c. Face value.
d. Currency. e. Interest rate: in the case of variable rates, the index to which they refer shall be the one in effect at least one business day before the start of each interest payment period. f. Frequency of interest and amortization payments. g. Circulation law. h. Form of representation.
i. Guarantees, when applicable.

j. International identification code ("ISIN")

In the case of zero-coupon securities, the provisions in letters e. and f. do not apply. The Superintendent may exempt issuances from complying with some or all of the minimum characteristics in light of the nature of the securities to be registered.

The issuer may add other characteristics such as amortization or option for partial or total redemption. Partial redemptions must respect the criteria of public offering in all cases. In the event that lottery mechanisms are used, investors will be invited through a notice in a newspaper of national circulation, and it will be carried out in the presence of a public notary who certifies said act. Such lottery will take effect even without the presence of any investor.

Issuers have full freedom to set the characteristics of the security; but once set, they remain invariable; except if a modification process is carried out in accordance with the provisions established in this norm.

In the case of equity securities, they must be issued in a standardized manner so that they grant the same patrimonial rights to all shareholders of the same series.

Article 11. Exception to the requirement of serial issuance.- Individual debt securities issued by financial institutions subject to the supervision of the Superintendence are excepted from the provision of the previous article, and may be subject to public offering.

Article 12. Prohibition of limitations on the transfer of securities.- In public offering securities issuances, limitations or restrictions in the transfer regime of the securities that hinder or prevent their transfer may not be agreed upon, except in the case of restricted public offering, in which case, the restriction on transfer shall be to guarantee that it can only be acquired by those investors who meet the condition of institutional or sophisticated investor.

CHAPTER V
REQUIREMENTS FOR AUTHORIZATION OF SECURITIES FOR PUBLIC OFFERING

Article 13. Regime of registrations, authorization, and exceptions to the public offering authorization regime.-

Only securities previously authorized by the Superintendent may be subject to public offering in the primary market. In accordance with Article 9 of the Capital Markets Law, securities issuances of the State and the Central Bank of Nicaragua are excepted from this provision, only with regard to authorization by the Superintendent.

Article 14. Obligations of public offering issuers.- Issuers of public offering securities are subject to the provisions on periodic information supply, material events, and the presentation of the documentation required for their registration in the Securities Register of the Superintendence.

The aforementioned registered securities information shall be public, with access to it available to any person who requests it.

Article 15. Advance registration of issuances.- One may opt for the advance registration of an issuance, complying with the requirements established in Articles 18, 23, and 24 of this Norm, as applicable.

The issue date, maturity date, term, interest rate, denomination or face value, frequency, and circulation law of this, may be defined subsequently to its registration, but prior to placement by the means and within the timeframe defined by the Superintendent. Through this mechanism, issuances may establish an issue date no later than one year from the public offering authorization. The authorization will expire once this period has elapsed.

The placement of issuances registered under this mechanism must comply with the provisions established in Article 42 of this Norm.

Article 16. Issuance programs.-

Issuers may register issuance programs of debt for a global amount, composed of more than one issuance, and whose placement must be distributed within the four years following the date of registration of the program in the Securities Register. The global amount of the program must be specified prior to registration. However, the quantity and characteristics of each of the issuances that will form part of the program, related to the issue date, maturity date, term, amount, and currency of the series, denomination or face value, interest rate, frequency, and circulation law, may be defined subsequently to its registration, but prior to placement, by the means and within the timeframe defined by the Superintendent. The Superintendent may authorize, from a justified request, that the term of the program be extended.

Issuances carried out as part of a program may be revolving, meaning that payments made for the maturity, amortization, or repurchase of these issuances will be restored to the balance of the program not placed, so that the issuer can negotiate other issuances starting from the available amount resulting from the revolving nature. In any case, the sum of the amounts of the active issuances corresponding to the program may never exceed the approved global amount. Notwithstanding the foregoing, the placement of the program must be distributed within the same timeframe established in the preceding paragraph.

2 Art. 16, amended on March 13, 2018 - Resolution CD-SIBOIF-1046-1-MAR13-2018

When short-term issuances not exceeding 360 days are carried out as part of a program, no additional rights to the return of principal and interest shall be conferred to the creditor, in the case of coupon-bearing securities; that is, they may not incorporate characteristics such as, early redemption clauses or convertibility.

In the case of securities issuance programs carried out by banks and/or finance companies that, in accordance with the General Law of Banks, are authorized to capture public deposits, the Stock Exchange Booths that effect the placement of these instruments must inform their clients that these securities are not covered by the Deposit Guarantee Fund (FOGADE), a condition that must remain prominently in the issuance prospectuses and in the public offering notices.

Issuers must comply with the conditions established in Article 10 and meet the registration requirements referred to in Article 18 of this norm. The procedure shall be governed by what is provided in Articles 38 and 49 of this Norm.

In the particular case of the Central Bank of Nicaragua and the Ministry of Finance and Public Credit, they must comply with the conditions established in Article 10 and meet the registration requirements indicated in Article 26 of this norm. The procedure shall be governed by what is provided in Articles 38 and 49 of this Norm, insofar as applicable.

Article 17.-

3 Repealed.

CHAPTER VI
REGISTRATION OF DEBT SECURITIES

Article 18. Requirements for registration.-

The registration of debt securities issuances for public offering is subject to the presentation of the following minimum documentation and information:

a. Registration request. b. Prospectus, in accordance with what is established in Article 19 of this norm and Annex I, which is an integral part of it. In the case of financial institutions, they may present a simplified prospectus in accordance with the minimum content established in Annex III of this norm, which is an integral part of it.

3 Art. 17, repealed on March 13, 2018 - Resolution CD-SIBOIF-1046-1-MAR13-2018 4 Art. 18, amended on September 20, 2013 - Resolution CD-SIBOIF-799-1-SEP20-2013

c. Risk rating in accordance with the provisions of the Capital Markets Law and the regulations governing this matter.
d. Financial information in accordance with Article 20 of this regulation and the provisions set forth in Annex I. In the case of financial institutions, they are exempt from presenting the general balance sheet, income statement, and financial ratios; however, in the simplified prospectus established in Annex III of this regulation, they must expressly indicate that such information is available to the public on their Website and on that of the Superintendency. Likewise, they are exempt from presenting their projected cash flow for the next year and their actual annual cash flow. e. Legal and administrative documentation, in accordance with Article 21 of this regulation. Notarial certifications presented as part of the legal documentation cannot be older than three months with respect to the date of submission of the application and must expressly indicate that the content and terms of the documents being certified remain in force on the date of their issuance. f. Information and documentation regarding guarantees, where applicable, in accordance with Article 22 of this regulation. The issuer must have a paying agent. Information about the paying agent shall be stated in the prospectus. The requirement indicated in letter b. may be submitted in draft form along with the registration application; however, once the authorization resolution is issued, it must be submitted in original form in accordance with Article 38 of this regulation.

Article 19. General aspects of the prospectus.- The prospectus must contain all relevant information regarding the issuance, the issuer, the risks, and the financial information, so that investors can form a well-founded judgment about the investment. Prospectuses must not contain false information or declarations about relevant facts, nor may they omit information or declarations about relevant facts that must be disclosed so that the statements contained therein do not appear misleading in light of the circumstances in which they were made.

The Superintendent may request clarifications deemed necessary and documentation supporting the information revealed by the company. The Superintendent may also request the inclusion in the prospectus of any additional information that investors should know.

In all prospectuses, any situation representing a conflict of interest must be specified, as well as the handling of insider information, in accordance with the regulations on the matter. The issuer is responsible for keeping the information supplied in the prospectus updated, through the sending of communications regarding relevant facts.

Any fact that occurs and arises from the publication of the prospectus until the closing of the offering must be recorded in an addendum, including: relevant changes in the issuance or the issuer; any inaccuracy in the content of the prospectus that could influence the appreciation of the offered securities or the overall image that the investor should form of the ongoing operation; or any material change in the financial situation of the issuer.

In the case of issuers domiciled abroad and registered in other securities markets, the prospectus registered in that market may be presented, as well as the documentation proving that the prospectus is registered for public offering before said market, and by means of an annex, incorporate the information that is omitted or requires clarification with respect to what is indicated by Annex I of this regulation.

All documentation presented for a public offering procedure, including the prospectus, must be presented in Spanish. The issuer may publish it in other languages, in which case it must present an official translation into Spanish and state that the version in Spanish is the official document, which shall prevail over the other versions, except in the case of restricted public offering, which may be presented in the English language.

Article 20. Financial information.-
5 The following minimum financial information must be presented:
a. Consolidated audited financial statements of the issuer and its controlling company, where applicable, for the last three completed fiscal periods and quarterly interim periods for the current fiscal period, the last period with an age not greater than two months prior to the authorization request. The issuer's financial statements must be presented, insofar as applicable, in accordance with the regulations governing external audits issued by the Board of Directors of the Superintendency. In the case of financial institutions, they must only present the consolidated audited financial statements of the issuer and its controlling company, where applicable, for the last fiscal period and quarterly interim periods for the current fiscal period, the last period with an age not greater than two months prior to the authorization request. b. Financial ratios in accordance with Annex I.

5 Art. 20, reformed on September 20, 2013 - Resolution CD-SIBOIF-799-1-SEP20-2013

c. Cash flow for the next projected year with the assumptions used and the actual annual cash flow of the issuer.

Issuing entities that, by the date of their constitution, do not have the financial information required for the periods indicated, must present financial projections, as well as the assumptions supporting them, all in accordance with the provisions established by the Superintendent. These issuances may only be registered for restricted public offering. Once they have the actual audited information for the required periods, they may opt for new public offerings without restrictions.

Issuers domiciled abroad may present their financial statements based on the accounting standards applicable in their country of origin; in this case, a report prepared by external auditors on the main differences between said standards and the accounting standards applicable in the country must be attached, as well as their impact on the main accounts of the financial statements. This last requirement is exempted for issuers whose issuance is directed to restricted public offering.

Article 21. Legal and administrative documentation.-
6 The following minimum legal and administrative information must be presented:
a. Notarial certification of the minutes of the board of directors or general shareholders' meeting that agreed to the issuance of the securities as appropriate according to the articles of incorporation and bylaws. This certification must include the precise indication of the amount and conditions of the issuance. Likewise, in the case of an issuance program, the certification must include the decision to proceed with the registration of the program, with the indication of the global amount and its revolving nature, in the case of short-term debt issuance programs. b. Notarial or registry certification of the powers granted to the legal representatives of the company who will act before the Superintendency and where their conditions are recorded. In the case of financial institutions, they are exempt from presenting this information.
c. Notarial declaration made by the legal representative of the issuing company, guaranteeing the truthfulness and sufficiency of all information provided and regarding the content of the prospectus based on a due diligence process under the terms set forth in Article 15 of the Capital Markets Law and that the provisions of the regulations governing corporate governance of public offering securities issuers are met.

6 Art. 21, reformed on September 20, 2013 - Resolution CD-SIBOIF-799-1-SEP20-2013

d. Public offering notice to be published once the issuance is authorized, in accordance with the format established in Annex II, which is an integral part of this regulation. This requirement is exempted for issuances registered for restricted public offering, the renewal of issuances, and the registration of capital increases of share issuances registered. In these cases, a Relevant Fact Communication must be issued under the terms determined by the Superintendent. e. In the case that a placement contract is signed, the legal representative of the placing entity must make an express declaration that a due diligence process was carried out on the information provided by the issuer, in accordance with the terms established in Article 15 of the Capital Markets Law. f. Description of any pending legal litigation, in which the issuer or any of its subsidiaries is a party (excluding from this description routine litigation, incidental to the ordinary course of business). Reference must be made to the court, tribunal, arbitration center, or administrative entity where the process is filed, start date, main parties, description of the facts, as well as the claim being sought. Any legal litigation in which its shareholders, directors, and main officials are parties must also be described.

The notarial declarations referred to in this article may be submitted in draft form along with the registration application; however, once the authorization resolution is issued, they must be submitted in original form and sworn before a public notary in accordance with Article 38 of this regulation.

Article 22. Documentation and information regarding guarantees.- In the case of issuances for which a guarantee has been granted, as part of the authorization requirements, the following minimum information and documentation must be presented for each case:
a. In the case of a guarantee by a legal entity:

Notarial certification of the authorization granted by the competent social body to grant a guarantee and Registry Certificate stating the constitution of the corresponding guarantee.
Audited financial statements of the guarantor corresponding to the last period.
b. In the case of real guarantees:
Notarial certification of the guarantee contract.
In the case of real estate and movable property subject to registration in the Public Registry, registry certification of the assets guaranteeing the issuance indicating the liens and annotations existing thereon in favor of the guaranteed party.
In the case where the assets given as guarantee are securities, they must be kept in a custodian entity authorized by the Superintendency. In the case of other assets that by their nature must remain custodied, they must be kept in a fiscal warehouse or deposit. The Superintendent may authorize other entities for custody, in cases where the nature of the assets requires specialized custody. In all these cases, documentation accrediting their custody must be presented.
Registry certification of the inscription of the lien in the Public Registry, except in the case of securities, in which case the documentation demonstrating that they are in custody shall correspond.

CHAPTER VII
REGISTRATIONS OF SHARES AND BONDS CONVERTIBLE INTO SHARES

Article 23. Registration requirements applicable to share issuances.- For share issuances, the following minimum documentation must be presented:
a. Registration application. b. Documentation required in letters a., b., and d. of Article 18 of this regulation.
c. Legal and administrative documentation required in Article 21 of this regulation, except as indicated in letter a., in which case a notarial certification of the shareholders' meeting minutes agreeing to make a public offering of the issuance and including its characteristics must be presented. This body may delegate the definition of the issuance characteristics to the board of directors, a power that must be expressly stated in the minutes. In the latter case, a certification of the board of directors' minutes must be added.
d. In the case of preferred shares, a copy of the external auditors' criterion of the issuer regarding the accounting treatment of the shares as liability or equity, in accordance with applicable accounting standards, must be presented additionally. All elements justifying the defined accounting classification must be attached.

Article 24. Registration requirements for bonds convertible into shares.- The following information must be presented:

a. Documentation required in Article 18 of this regulation. b. Financial information required in Article 20 of this regulation.
c. Share valuation methodology performed by an independent expert.
d. Conversion ratio of the bonds into shares, conversion period, and early redemption conditions, if applicable. e. Legal and administrative documentation indicated in Article 21 of this regulation, except as provided in letter a. of said article. Certification of the minutes of the general shareholders' meeting in which the issuance and its public offering were agreed upon, as well as the future registration for public offering of the social capital. The shareholders' meeting may delegate in the board of directors the definition of the issuance characteristics, a power that must be expressly stated in the minutes. In the latter case, a certification of the board of directors' minutes must be attached.

Once the entire issuance of bonds is converted, the issuer must inform, in writing, the Superintendent of the distribution of common or preferred social capital within thirty (30) days. In the event that said capital is distributed among a number greater than fifty (50) investors, the issuer must proceed to register its social capital for public offering, unless all shareholders oppose doing so and therefore it will not be considered a public offering.

Article 25. Registration requirements for new issuances by registered issuers.- Issuers that have debt or share issuances registered in the Securities Register of the Superintendency and wish to register a new issuance must present the following information:
a. Documentation required in letters a., b., c. and f. of Article 18 of this regulation. b. Legal and administrative documentation indicated in Article 21 of this regulation. In the case of convertible bond or share issuances, a notarial certification of the shareholders' meeting minutes in which the issuance and its public offering were agreed upon, as well as the future registration for public offering of the social capital, must be presented. The shareholders' meeting may delegate in the board of directors the definition of the issuance characteristics, a power that must be expressly stated in the minutes. In the latter case, the notarial certification of the board of directors' minutes must be added.

CHAPTER VIII
REGISTRATION OF ISSUANCES BY THE STATE AND THE CENTRAL BANK OF NICARAGUA

Article 26. Requirements for the registration of securities issued by the Ministry of Finance and Public Credit and the Central Bank of Nicaragua.- The issuer must present, among other things, the following information:
a. Registration application. b. Description of the characteristics of the issuance in accordance with Article 10 of this regulation, where applicable.
c. Mechanisms that will be used for the placement of these securities in accordance with the provisions established in Articles 40 and 41 of this regulation.
d. Copy of the Gazette in which the corresponding decree, agreement, or resolution has been published. When such publication is not necessary, certification issued by the authority responsible for the resolution authorizing the issuance. e. For the case of issuances by the Ministry of Finance and Public Credit, certification, certificate, or document proving compliance with the provisions contained in Articles 31 and 32 of Law No. 477.

Article 27. Requirements for the registration of securities issued by international organizations with participation of the Nicaraguan State.- Issuances by international organizations with participation of the Nicaraguan State must present the requirements established in the previous article, attaching the risk rating. For the purposes of this rating, information presented regarding the country risk rating shall be considered valid. In the case of international organizations, the rating of the issuance will be required.

Article 28. Requirements for the registration of issuances by other Nicaraguan public institutions.- Issuances by Nicaraguan public entities, other than those indicated by the preceding articles, whether or not they have the solidary guarantee of the State, must comply with the following requirements:
a. Documentation required by Article 18 of this regulation, with the exception of what is indicated by letter c. b. Financial information in accordance with Article 20 of this regulation.
c. Legal and administrative documentation required in Article 21 of this regulation, except as provided in letter a.

d. Documentation stating the authorization of the issuance by the competent authorities, as established by their creation laws or other applicable regulations. This documentation must be presented by means of a public notary certification. e. Certificate or document proving compliance with the provisions contained in Articles 31 and 32 of Law No. 477.

CHAPTER IX
RESTRICTED PUBLIC OFFERING

Article 29. Restricted public offering.- A restricted public offering is considered one that is directed solely to institutional or sophisticated investors.

For these purposes, stock exchanges must establish mechanisms and keep documentation demonstrating that the investor has such wealth or annual income. Likewise, it must keep all documentation supporting it available to the Superintendent.

Article 30. Requirements for the registration of restricted public offerings.- For security issuances wishing to be placed under the modality of restricted public offering, the following documentation must be presented:
a. Registration application. b. Documentation required in Article 18 of this Regulation. In the case of the risk rating established in clause c., only its annual update will be required.
c. Financial information in accordance with Article 20 of this Regulation.
d. Legal and administrative documentation indicated in Article 21 of this Regulation. f. Information and documentation regarding guarantees, where applicable, in accordance with Article 22 of this regulation. g. These issuers are exempt from presenting the code of conduct required by the regulations governing corporate governance.

The issuer must have a paying agent. Information about the paying agent shall be stated in the prospectus.

Applicants subject to the supervision of the Superintendency must only provide information that has not been supplied to it.

The requirement indicated in letter b. may be submitted in draft form along with the registration application; however, once the authorization resolution is issued, it must be submitted in original form in accordance with Article 38 of this regulation.

CHAPTER X
INFORMATION ON THE OFFERING

Article 31. Expressions of interest.- The issuer may carry out efforts to identify the potential demand the issuance will have prior to having authorization to make a public offering, for which it may receive expressions of interest that must be managed with the following conditions:
a. Directed solely to institutional or sophisticated investors. b. The offering may not use mass media.
c. A written format must be used indicating that "expressions of interest" are sought and clarifying that it 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.
d. The Superintendent must be informed that the issuer or the exchange representing it 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 Superintendency and that, consequently, its content could be subject to modifications, so it is their responsibility to review the copy once its public offering is authorized.

CHAPTER XI
MODIFICATION OF ISSUANCES

Article 32. Conditions for the modification of issuances.- The characteristics of security issuances may only be modified in accordance with the provisions established in this Chapter. The modification of share issuances shall be governed by what is established in Articles 34, 35, and 36 of this regulation. In all cases, modified issuances must respect the guidelines established by Article 10 of this regulation.

Article 33. Requirements for the modification of unplaced issuances.- The modification of unplaced securities issuances shall be subject to the authorization of the Superintendent, for which the following minimum information is required:
a. Documentation required in Article 18 of this norm regarding registration requirements, except as provided in letter d. The requirement for the prospectus specified in letter b. must be presented through an addendum to the prospectus of the current issuance, which must include information on the modified issuance as established by the Superintendent. In the case of risk rating, it will be necessary for the rating agency to issue a validation letter of the rating granted based on the impact that the modification may have on the previously granted rating. b. Notarial certification of the board of directors meeting minutes that agreed to the issuance of securities, which must contain the characteristics that are being modified.
c. Notarial declaration by the legal representative of the issuer made before a public notary indicating that no securities from the issuance to be modified have been placed.
The addendum to the prospectus indicated in letter a. may be presented in draft form along with the modification request; however, once the authorization resolution is issued, it must be presented in original form in accordance with what is established in Article 38 of this norm.

Article 34. Obligation to register the modification of share issuances.- Any modification of issuances of common or preferred authorized social capital, as well as capital increases agreed upon for raising funds, must be registered in the Securities Register of the Superintendent according to the requirements set forth in the following article. Decreases and capital increases provided for in Article 36 of this norm are exempt from these requirements. In all cases, the regulations regarding public offering for acquisition must be considered.
The issuer must present to the Superintendent the registry certification accrediting the registration in the Public Registry of the modifications.

Article 35. Requirements for the registration of modifications of share issuances and capital increases for the primary market.- The authorization of modifications of share issuances and capital increases for the primary market requires compliance with the conditions indicated in Article 10 of this norm, and additionally with the following:
a. Documentation required by letter a. of Article 33 of this norm. The requirement regarding risk rating applies to debt instruments and preferred share issuances that qualify as liabilities.

b. Notarial certification of the general shareholders' assembly minutes in which the modification was agreed, with the explicit indication of the decision, the quorum, and the amount of the social capital increase. In the case of modification of preferred share issuances, the notarial certification of the minutes of the special assembly of partners must also be sent.
c. In the case of preferred share modifications, notarial certification of the minutes of the special assembly of partners.

Article 36. Requirements for the registration of decreases and increases in subscribed and paid-in capital.- Decreases in capital, as well as increases in subscribed and paid-in capital resulting from a strategic alliance, employee purchase options, dividend shares, capitalization of equity accounts, and the placement of shares authorized for public offering in other organized markets require for their registration that the conditions indicated in Article 10 of this norm be met and additionally, the following minimum requirements:
a. Documentation required in letter a. of Article 33 of this norm regarding requirements for the modification of unplaced shares. b. Notarial certification of the general shareholders' assembly minutes in which the modification was agreed, with the explicit indication of the decision, the quorum, the source of funds in case of capital increases, and the justification. In all cases, the minutes of the social capital increases must specify the amount, whether the preemptive subscription right was granted to current shareholders of the company, and the deadline granted. Otherwise, it must indicate the existing limitations to exercise this right.
c. In the case of issuances by financial institutions subject to supervision by the Superintendent, prior authorization from this institution is required.
d. Comply with the provisions established in the Commercial Code.

Article 37. Requirements to be presented in case of mergers and spin-offs.- Entities that, with public offering issuances registered in the Securities Register of the Superintendent, carry out a merger or spin-off process, once agreements have been taken by the companies, must present to the Superintendent the following minimum documents:
a. Notarial or registry certification of the merger agreement approved by the corresponding general shareholders' assembly. In case a new company is created, certification of the social deed of the prevailing entity, registered in the Mercantile Registry.

b. Documentation required for the modification of issuances as established in this norm.
Additionally, merger processes must be governed by what is stipulated in the Commercial Code.

CHAPTER XII
PLACEMENT IN THE PRIMARY MARKET

Article 38. Final requirements for placement.- Prior to placement, the issuer must comply with the following minimum requirements:
a. Make the prospectus available to the public, which shall be considered available to the public when presented:

In printed form and free of charge at the offices of the issuer and the financial intermediaries that place or sell the securities.
In electronic format on the website of the issuer and on the website of the financial intermediaries that place or sell the securities.
By sending it via electronic means to the investor's address.
This is without prejudice to the physical availability of the prospectus at the offices of the Superintendent or on its website. b. Send to the Superintendent the certified copies of the contracts that were presented in draft form for the authorization process, duly signed; the public offering notice in accordance with Annex II; the ISIN code; the mnemonic of the issuance; as well as any other requirements indicated in the registration resolution issued by the Superintendent. The requirements contained in this paragraph must be satisfied within a maximum period of thirty (30) days counted from the next business day following the communication of the authorization. This period may be extended by the Superintendent for an equal period, provided that the issuer requests the extension in a justified manner, prior to the expiration of the original period.

Article 39. Placement mechanisms.-
Securities issuances subject to public offering must be placed through a stock exchange, through firm subscription or guarantee contracts, or best efforts. Exempt from the foregoing are issuances by the Ministry of Finance and Public Credit and the Central Bank of Nicaragua, as well as the participations of investment funds managed by Investment Fund Management Companies, which may be placed directly through the use of the counter or out-of-bid auction. The issuer or the subscriber of the securities placement must establish placement procedures that seek to guarantee compliance with the principles of equal information, access, and price for investors, under the following minimum framework:
a. The possible placement mechanism(s) established must be revealed in the prospectus, as well as all rules applicable to them. b. The placement procedure must guarantee the principle of equitable distribution and access for investors.
c. Regardless of the type of placement, documentation must be kept that accredits the details of the offers received from investors and the allocation, which must be available to the Superintendent.
In all cases, the submission of information regarding the results of the placement must be carried out in accordance with the instructions issued by the Superintendent.

Article 40. Firm and guarantee placement.- Firm subscription contracts are those subscribed between a securities issuer and a stock exchange member, by which the latter undertakes to buy on its own account the entirety or part of an issuance at the price and within the time agreed upon by the parties.
The guarantee subscription contract is that subscribed between a securities issuer and a stock exchange member, by which the latter undertakes to buy on its own account, at the price agreed upon by the parties, the securities that have not been subscribed by investors at the end of the subscription or offering period established. The firm subscriber may carry out the placement once the issuance has been subscribed and paid. In all cases, it must comply with the principles set forth in Article 39 of this norm. Regarding what is established in letter b. of said article, the principle of equitable distribution must apply to all investors. The issuer must clearly reveal in the prospectus the placement rules established by the subscriber while acting as such. Subscribers who have subscribed to firm and guarantee placement contracts may buy securities on their own account on the condition that they are held in the portfolio exclusively for their eventual sale in the market.

Article 41. Placement through best efforts contracts. The best efforts placement contract is that subscribed by an issuer and a stock exchange member acting as an agent, in which the latter undertakes to make its best effort to place the entirety or part of an issuance at the price agreed upon by the parties, but without assuming responsibility for the securities that have not been sold within the established period.
The placement of securities through best efforts placement contracts shall be subject to the mechanisms that the respective stock exchange provides for by regulation.
Subscribers of securities with best efforts placement contracts shall only act as agents and may not buy on their own account the securities assigned to them for placement.

Article 42. Deadlines for placement.- The Superintendent shall establish the maximum period that must elapse between the fulfillment of the final requirements established in the registration resolution and the placement of the issuance. In order for investors to know and analyze the conditions and risks of the issuance and its issuer, differentiated deadlines may be established considering the nature of the securities to be placed, as well as the circumstance that it concerns a restricted public offering authorization, a first issuance, subsequent issuances, the renewal of issuances, issuance programs, or placements through subscription contracts.
Securities issuances must be placed, either by the issuer or by the subscribers, within a maximum period of one year counted from the date of the proposed issuance. The Superintendent may extend this period based on a reasoned request. Issuances with terms equal to or less than one year are exempt, whose placement must be carried out within a maximum period of 9 months from the date of issuance. Likewise, these provisions are exempt for issuances from Central Governments, Central Banks, common share issuances, and preferred share issuances issued for the term of the company. Once the period has elapsed, the issuer must communicate through a Material Fact Notice the amount placed and proceed with the reduction of the authorized amount. In the case of subscribers, they may continue selling the unplaced securities, but through the normal negotiation mechanisms of the secondary market.

Article 43. Placement with oversubscription.- Oversubscription consists of the placement of securities for an amount greater than the total authorized amount for a specific issuance. Issuers may oversubscribe issuances under the following conditions:
a. The quantity of securities to be placed does not exceed 10% of the total authorized amount. b. The placement mechanism is the one provided for in the prospectus.

c. The placement is carried out only during the month following the date of the start of the first placement.
d. The minutes authorizing the public offering of the issuance expressly authorize it, and this is revealed in the prospectus. e. The risk rating must expressly refer to the oversubscription. f. In case guarantees exist, they must incorporate that amount.
Exempt from the foregoing are issuances by the Central Bank of Nicaragua and the Ministry of Finance and Public Credit. Only a communication addressed to the Superintendent informing about the oversubscription will be required.

Article 44. Duty to communicate.- Issuers or placers, where applicable, must submit to the Superintendent and the stock exchange a report on the placements carried out, with the content and periodicity determined by the Superintendent.

CHAPTER XIII
CANCELLATIONS OR SUSPENSIONS

Article 45. Suspension or cancellation ex officio of registration.- The Superintendent, through a reasoned resolution, may suspend the issuance of a security or cancel its registration in the following cases:
a. Suspension:
When so required by public interest or the protection of investors, the Superintendent may suspend for up to thirty (30) days the offering, quotations, or transactions of any security. The aforementioned period may be extended for up to ninety (90) days if the circumstances that originated the suspension still persist. b. Cancellation:
Proceeds in the following cases:

If, after the extension referred to in the previous letter a., such circumstances persist.
When the registration has been obtained through false information or antecedents.
When during the validity of the issuance, the issuer has delivered to the Superintendent, the stock exchange, and stock exchange members false information or antecedents. When the issuer conceals information that may affect the price of its securities.
When it is proven that the issuer exceeded the amount of the issuance, except in the cases specified in Article 43 of this norm.
When issuers do not update the prospectuses, do not provide information on material facts in accordance with the regulations on the matter, do not provide the information within the established deadlines, or do not publish financial statements in a timely manner.
When the securities cease to satisfy, in the opinion of the Superintendent, the requirements required for their registration.

CHAPTER XIV
FINAL PROVISIONS

Article 46. Common characteristics of shares.- In case the issuer places common shares through public offering, such shares must have the same characteristics and rights as the common shares held by the founding or original partners.

Article 47. Prohibition.- Public offering issuances of securities representing capital instruments may not be acquired in the primary market by:
a. Shareholders, directors, executives, and employees of the intermediaries acting as subscribers in the issuance. This restriction includes the group of economic interest of the aforementioned persons. b. Intermediaries acting as subscribers of the issuance on their own account.

Article 48. Promotional material on securities.- Promotional material from the issuer regarding 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 such material and that incorporated in the prospectus and material fact notices.
The issuer or the stock exchange member must submit to the Superintendent, prior to dissemination, a copy of any printed advertising, as well as the texts of radio, television, and any other communication media notices. The issuer must incorporate the legends requested by the Superintendent, when deemed necessary for the correct revelation of existing risks in a product or entity.

Article 49. Processing of authorization requests.- The Superintendent will review requests for public offering authorization of securities, as well as the information and documentation that must accompany them, within a period not exceeding thirty (30) days, counted from the complete receipt of the documentation required by this Norm.
If the request or the documentation presented is incomplete, the Superintendent will notify the applicant once and in writing to remedy the detected omissions within a maximum period of ten (10) business days. This period may be extended by the Superintendent for a maximum of twenty (20) business days. If the applicant does not comply within the established period, the request will be denied.

Article 50. Publicity of information.- The information provided by the issuer or its representative in accordance with what is established in this norm shall be of a public nature once the issuance has been duly registered in the Securities Register of the Superintendent.

Article 51. Custody of documents.- Participants in public offering processes must maintain documentation regarding said processes for a minimum period of five (5) years. Regarding documentation issued by physical means, the entity may keep it at its legal domicile or at the deposit location it deems appropriate; however, this does not relieve it of its responsibility for custody and, consequently, its obligation to ensure the integrity and security of the documentation.
In all cases, the information must be available for immediate consultation at the deposit location designated by the company and, in case the Superintendent so requires, it must be available at the central domicile of the company, within a maximum period of one (1) business day.
The safeguarding of documentation by electronic means must comply with the norms on technological and operational risk management issued by the Board of Directors of the Superintendent.

Article 52. Legalization of documents from abroad and their language.- Unless otherwise expressed, all information and/or documentation required by this norm that is in a language other than Spanish must be presented with its corresponding translation, which must comply with what is stipulated in the national laws on the matter or with the laws of the country where the translation is carried out.
Likewise, documents from abroad that are required of natural or legal persons in this norm must comply with the requirements established by the laws on the matter for them to produce legal effects in the country.

Article 53. Modification of Annexes.- The Superintendent is authorized to make any modifications to the annexes contained in this norm when deemed pertinent.

Article 54. Repeal.- The Norm on Public Offering of Securities in the Primary Market contained in Resolution No. CD-SIBOIF-486-1-JUN27-2007, dated June 27, 2007, published in La Gaceta Official Journal No. 154 of August 14, 2007; as well as its reforms contained in Resolution No. CD-SIBOIF-665-3-FEB17-2011, Norm of Reform of Article 7 and Repeal of Articles 43, 44, 45, and 46 of the Norm on Public Offering of Securities in the Primary Market, published in La Gaceta, Official Journal No. 100, of June 01, 2011, are hereby repealed.

Article 55. Validity.- This norm shall enter into force upon its publication in La Gaceta, Official Journal.

ANNEX I 8
MINIMUM CONTENT OF THE PROSPECTUS
Introduction
The legal representative of the issuer must carry out a due diligence process to prepare the prospectus with the best available information, for which a notarial declaration must be rendered. The content of the prospectus will be binding for the issuing company. The prospectus must contain all the necessary information for the investor to form a well-founded judgment on the investment and must not contain false information or declarations on material facts, nor may it omit information or declarations on facts that must be disclosed so that the declarations contained therein do not appear misleading in light of the circumstances in which they were made. Its content must avoid the repetition of data in different sections that increase its size without adding quality to the information, the use of complex or technical terms or explanations that make it difficult to understand or allow for different interpretations, and the use of expressions or subjective terms regarding the quality of the issuer, its results, or the offering of its securities. The prospectus must be presented in Spanish, except in the case of restricted public offering, which allows its presentation in English. In case of publications in other languages, the following note must be added in the "Important notes for the investor" section: "This is a faithful version of the Spanish language version; however, in case of any divergence in interpretation, the Spanish version shall prevail." The presentation and aesthetics of the prospectus are at the discretion of the company, for which it must consider the formality and importance it holds for the securities market. The minimum standards are: use a font type that allows adequate legibility, with a minimum size equivalent to that

8 Annex I, reformed on March 13, 2018 - Resolution CD-SIBOIF-1046-1-MAR13-2018

presents the font type "Arial number 11" and enumerate all pages as follows: "Page 1 of X, Prospectus" ("X" refers to the total number of pages of the prospectus, including the annexes). The original must be signed on each of them (including the annexes) by the legal representative and include the company seal. The issuer must make express reference to the availability of the prospectus in any publicity mechanism used to promote its issuances and must include the following legend: "Before investing, consult the information of the issuer and the issuance contained in the prospectus." Update of the prospectus The update of the prospectus must be carried out annually by publishing a supplement containing the information that was modified during the period, indicating the sections, subsections or fragments of the original prospectus that were modified. In no case, the update may modify the conditions or characteristics of the securities issuances. The content of the prospectus must be kept updated during the process of placing the issuance in the primary market. The relevant facts that arise during the period of placement of the issuance in the primary market must be supplied to the investor at the time of acquisition of the securities, together with the last update of the prospectus; indicating the sections, subsections or fragments of the original prospectus that were modified by said relevant facts. The issuer must present an original of the prospectus, with the notarial declaration, signed and stamped on each of its pages, and a copy. The signature of the legal representative on each of the pages (including the annexes) of the original prospectus may be delegated to a trusted person, provided that a special power of attorney is granted and it is attached as part of the respective documentation at the time of presenting the definitive version of the prospectus. a. Cover Include as a title the word PROSPECTUS and at minimum:
 Legal and trade name of the issuing company.
 Quantity, type and total amount of the issuances (debt/shares).
 Date of authorization of the company to carry out public offer of securities.
 Date of validity of the issuance.

 Name of the stock exchange representatives.
 Incorporate the following legend:
"The authorization and registration to carry out a public offer do not imply qualification of the issuance nor the solvency of the issuer or intermediary." b. Back Cover Include as a title:
"IMPORTANT NOTES FOR THE INVESTOR":
"Dear investor, it is your duty and right to know the content of the prospectus before making the decision to invest; it provides you with information about the issuance, the relevant information regarding the issuer, as well as the risks associated with both the issuance and the issuer. The information contained in the prospectus is binding for the issuer, which means that it will be legally responsible for the information contained therein. Consult the relevant facts communications issued by the issuer regarding events that may affect the performance of the company and the periodic financial reports. Complement your analysis with the updated risk rating by risk rating agencies. The behavior and performance of issuing companies over time do not guarantee their future solvency and liquidity. The investment you make will be solely at your own account and risk."
c. Index
Indicate by page number in the index, the content of the prospectus, including that of the annexes, so that the investor can easily find the information of their interest. d. Information on the issuances, the offer and identification of the directors, managers and advisors involved in the public offer process. d.1. Information on the issuances and the offer Incorporate information on each issuance in a summary table that includes at least the description of the main characteristics, for example:

d.1.1. Debt Issuances
Instrument Class Bonds, commercial paper, convertible obligations, etc.
Name of the issuance Series A, others
ISIN Code For the presentation of definitive prospectuses Amount of the issuance and currency Term Issuance Date Maturity Date Denomination or face value Interest Rate Frequency Form of representation Physical title or dematerialized Circulation Law Bearer, others Other characteristics Conversion option, early repurchase option, minimum investment, others. Placement Method Guarantees Risk Rating In case the information indicated in the summary table requires expansion, it must be added with the corresponding subtitle. At least the following must be specified:
Placement Method: Incorporate the mechanism and placement rules established, as well as all rules applicable to it. The specific dates of opening and, where applicable, closing of receipt of offers and the amount of each tranche established, in the case of an issuance program, the distribution plan and the reference price with the considerations deemed appropriate. The reference price must be included in the prospectus at least one business day before the placement and must be informed by means of a Relevant Facts Communication at least within the same timeframe. Indicate if the issuance is being offered simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for any of these. In case there are subscription contracts, reveal the basic conditions of the contract signed with the corresponding authorized intermediary. At minimum, the nature of the intermediary's obligations and the distribution procedures of the securities that the placer will use must be revealed.

In the case that the placement is carried out through a stock exchange, it must be indicated that it will be carried out within the mechanisms established by this for negotiation in its premises. In case the placement is carried out through an auction through a stock exchange, at minimum the assignment criteria to be used must be indicated. Guarantees: In case they exist, explain what they consist of, the approximate value they represent of the issuance amount. The form of execution and the procedure that the investor must follow in case of execution. Risk Rating: Indicate the name of the risk rating agency, the session number and date of the board's rating agreement and the date of the financial information considered for granting the rating. Mention the meaning of the assigned letter and inform that the rating is updated quarterly. Additionally incorporate:
 Reasons for the offer and the use of resources from the fundraising.
Indicate the amounts and sources of other required resources if the estimated funds are not sufficient to cover all projected purposes. Indicate for example: If all or a substantial part of the funds received from the sale of securities will be destined to amortize debt, identify the creditors, amount and maturity of the debt.  The costs of the issuance and its placement. A list of expenses incurred in the distribution of the securities that will be listed or offered and who assumes each expense, if it is not the issuer or offeror. When applicable, indicate the terms of the agreement between the issuer and the subscribers of the securities regarding expenses, the total amount of discounts, commissions and any other direct or indirect compensation or payment to the subscriber. In the case of issuances that have already been placed, this information will not be required.  If the possibility of modifying the conditions of the issuance is established, the characteristics that can be modified must be indicated expressly, as well as the rules pertaining to the call for a creditors' assembly, the quorum and the majority required for the approval of the modifications.  Tax treatment.  Paying Agent.

 Additionally, in case the issuer is domiciled in a foreign country or that all or a substantial part of its assets and those of its subsidiaries are located outside the country, indicate the way in which the investor must proceed to defend their rights or file civil liability actions, for acts of the issuer.
 Mention if it has issuances registered in other markets and indicate if the respective international identification code ISIN is available and point out the markets in which they are admitted to trading. d.1.2. Equity Issuances Instrument Class Preferred or common shares Name of the issuance Series A, etc.
ISIN Code For the presentation of definitive prospectuses Mnemonic Code For the presentation of definitive prospectuses Amount of the issuance and currency Nominal Value Quantity of shares Placement Method Other characteristics In case of preferred shares: if they have or do not have voting rights, dividends, early liquidation, and any other characteristic In case the information indicated in the summary table requires expansion, it must be added with the corresponding subtitle. At least the following must be expanded:
Placement Method: Incorporate the mechanism and placement rules established, as well as all rules applicable to it. The specific dates of opening and, where applicable, closing of receipt of offers and the amount of each tranche established, in the case of an issuance program, the distribution plan and the reference price with the considerations deemed appropriate. The reference price must be included in the prospectus at least one business day before the placement and must be informed by means of a Relevant Facts Communication at least within the same timeframe. Indicate if the issuance is being offered simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for any of these.

In case there are subscription contracts, reveal the basic conditions of the contract signed with the corresponding authorized intermediary. At minimum, the nature of the intermediary's obligations and the distribution procedures of the securities that the placer will use must be revealed.
In the case that the placement is carried out through a stock exchange, it must be indicated that it will be carried out within the mechanisms established by this for negotiation in its premises. In case the placement is carried out through an auction through a stock exchange, at minimum the assignment criteria to be used must be indicated. Detail of the patrimonial and corporate rights of shareholders: Indicate the detail of said rights. In case of preferred shares indicate in accordance with International Financial Reporting Standards (IFRS) the way in which they will be classified (liability or equity) in the financial statements Additionally incorporate:
 Reasons for the offer and in case of primary market, the use of the resources from the offer.
Indicate the amounts and sources of other required funds if the estimated funds are not sufficient to cover all projected purposes. Indicate for example: If all or a substantial part of the funds received from the sale of securities will be destined to amortize debt, identify the creditors, amount and maturity of the debt.  The costs of the issuance and its placement. A detailed list of expenses incurred in the issuance and distribution of the securities that will be listed or offered and who assumes each expense, if it is not the issuer or offeror. When applicable, indicate the terms of the agreement between the issuer and the subscribers of the securities regarding expenses, the total amount of discounts, commissions and any other direct or indirect payment to the subscriber. The issuer must consider in this breakdown the sums paid for structuring, rating, placement, legal services and any other cost incurred. It is at the discretion of the issuer to indicate the detail of each cost as a percentage of the total amount of the issuance or to indicate the corresponding amounts.  Deadline for the registration of shareholders in the shareholders' book.  Tax treatment.  Paying Agent.

 Book value of the share for the last two fiscal periods.
 Additionally, in case the issuer is domiciled in a foreign country, or that all or a substantial part of its assets and those of its subsidiaries, are located outside the country, indicate the way in which the investor must proceed to defend their rights or file civil liability actions, for acts of the issuer.  Mention if it has issuances registered in other markets and indicate if they are common shares, preferred shares or others, if the respective international identification code ISIN is available and point out the markets in which they are admitted to quotation. d.2. Identification of the directors, managers and advisors involved in the public offer process Indicate the name, position and participation in the registration process by the representatives of the company, as well as other related persons, including:
 Directors and management personnel.
 Advisors, structurers (underwriters).
 Auditors. e. Essential information
Provide relevant information at minimum regarding risk factors, the financial situation of the issuing company and its capitalization as indicated:
e.1. Risk factors affecting the issuance and the company Explain in simple terms what each type of risk affecting the factors added in this guide consists of and in cases where the issuer considers it appropriate, expand the information regarding possible scenarios and their impact on the investor. Add a subtitle for each type of risk identified. No explanation regarding the way risk is managed should be included in this section; the issuer has the option to add an additional section after this subsection to refer to that information. Include textually:
"Risk factors define some situations, circumstances or events that may occur in the company and reduce or limit the return and liquidity of the securities subject to the public offer and translate into losses for the investor. The following notes will serve as guidance to evaluate the effect that these could have on your investment." The types of risk can be legal, economic, and others, related to the following factors, but are not limited to:
The offer (for example, the existence of obligations that have preference or priority in the collection of the issuance, those related to the guarantees offered, the possible absence of a liquid market to trade its securities, mortgage prepayment, among others to which it is exposed).
The issuer (for example, absence of an operational history of the issuer, its financial position, source of raw materials and price volatility, dependence on the management team, seasonality in production or sales, current or potential competition, pending expiration of patents, trademarks or important contracts, dependence on a limited number of customers or suppliers, obligations, plant shutdown, among others to which it is exposed). The industry (for example, the nature and behavior of the business developed or proposed to be developed by the issuer, unusual competition conditions, effects from competitors' acts, among others). The environment (for example, factors related to the country or countries in which the applicant operates, macroeconomic policies, political nature, regulation, tax regime, among others) e.2. Analysis of financial indicators Incorporate the analysis of the main financial indicators with the information from the audited financial statements. Provide the name of the indicator, the name of the accounts it incorporates, the corresponding calculations, the result and a brief explanation of what the indicator represents and what the obtained result means for the company.

The information is comparative for the last three fiscal periods. In cases where by the nature or functioning of the issuer it is warranted, the Superintendence will value the exception and incorporation of indicators different from those indicated here, according to the justifications presented by the issuer.

e.2.1. Liquidity Indices
Non-financial Sector: Current assets to current liabilities (times). Current assets excluding inventories to current liabilities (times).

Financial Sector: Liquidity indicator in accordance with what is established in the regulations on the matter. e.2.2. Profitability Indices Non-financial Sector: Net income to average total assets (percentage). Net income to sales or total income (percentage). Net income to average equity (percentage). Earnings per share (only for equity issuances-percentage). Financial Sector: Financial margin (financial income minus financial expenses) to productive intermediation assets (percentage). Net income to financial income (percentage). e.2.3. Activity Indices Non-financial Sector: Net income plus financial expenses to financial expenses (times). Inventory turnover and days inventory (times and days). Fixed asset turnover (times). Average collection period and average payment period (days). Delinquency of accounts receivable (percentage). Financial Sector: Productive intermediation assets to total assets (percentage). Loan portfolio to productive intermediation assets (percentage). Percentage of loan portfolio concentration by economic activity type. Real guarantees to total guarantees (percentage). Loan portfolio to deposits (times). Delinquency of the loan portfolio (percentage). e.3. Indebtedness and capitalization e.3.1. Indebtedness Non-financial Sector: Total liabilities to net equity (excludes available earnings-times) Deposits to total liabilities (times). Other indebtedness indicators:
If the company has contingent accounts, add the indicator Total liabilities plus contingent liabilities to total equity (times) and make a brief description of its origin, status and possible consequences.
Financial Sector: Indebtedness indicator in accordance with what is established by the regulatory body of its activity. If the company has contingent accounts, add a brief description of its origin, status and possible consequences. e.3.2. Capitalization

Indicate the source of capitalization for the last three fiscal periods of the issuer, the date and amount.
Indicate the policy, periodicity of distribution and amount of dividends declared during the last three fiscal periods.
Indicate the composition of social capital:
 Amount of common and preferred subscribed and paid-up capital, number of shares and nominal value.
 In case of equity issuers in the primary market, indicate the total subscribed and paid-up social capital plus the issuance, indicating the number of shares that would constitute it.
 Percentage of foreign capital participation.
 Quantity of treasury shares. f. Information on the issuing company Add information about the issuer, as indicated. f.1. History and development of the company  Legal name and jurisdiction under which it is constituted.
 Date of constitution, citations of registration in the Public Registry.
 Legal domicile, telephone number, fax, postal box, email and Website.
 Indicate if the company is a representative of any foreign house or has technical assistance of any type, mention the company, country of origin and validity.
 Add a brief description of the most relevant events in the development of the company, for example mergers, alliances, etc.
 Main activities, products or services: Indicate the product lines or brands, as well as the main raw materials, their origin and percentage of import if applicable. If there is seasonality in the business activities, mention the stages it experiences.

 Characteristics of the market that supplies or directs its products or services, percentage of sales destined to the national and international market (last two years) and its main competitors. Briefly mention the main distribution channels.
 Description of any pending legal litigation, in which the issuer or any of its subsidiaries is a party (excluding from this description routine litigations, incidental to the ordinary course of business). Reference must be made to the court, tribunal or administrative entity where the process is filed, start date, main parties, description of the facts, as well as the remedy sought. Any legal litigation in which its shareholders, directors and main officials are parties must also be described. f.2. Business overview f.2.1. Organizational Structure Organizational chart of the issuer If the issuer is part of a group, include a list and the organizational chart of the group, with the indication of the issuer's position within it. Include a list of the issuer's subsidiaries including name, jurisdiction in which it is incorporated, the activity it is dedicated to and the percentage each represents of the total income and expenses of the company. f.2.2. Properties, plants and equipment List in general form the information on the most important assets or those that represent the basis of the company's business and that by their nature it is relevant to provide. For example plants, factories or branches and indicate the number, location, size, installed capacity and percentage of utilization. Mention if it has the insurance and coverages they represent as appropriate. In case there is any plan to build, expand or improve facilities, which impacts the company's results and constitutes relevant information for the investor, describe the nature and reason for the plan, an estimate of the investment to be made, the resources for its financing, the estimated start and end dates of the activity and the expectation on the increase in productive capacity after completion. g. Operating and financial results and prospective information (management opinion)

Provide the management's opinion on factors that have favorably or unfavorably affected the company's operating results for historical periods covered, as well as an evaluation of factors and trends anticipated to have a material effect on the company's financial condition and operating results for future periods. g.1. Operating Results Describe any unusual or infrequent event, fact, or transaction, or any significant economic change that has substantially affected the amount of reported operating income (the impact of inflation, fluctuations in the exchange rate of the country of origin's currency and currencies of countries with which it maintains a relevant relationship) and any other significant impact on gains or expenses that, in the issuer's judgment, should be described for the purpose of understanding its results. Describe and quantify, to the extent possible according to the information available to the issuer, any trend or uncertainty that has had or that the issuer reasonably expects will have a favorable or unfavorable significant effect on the company. For example: in net sales, profits, or current operating income. If the issuer is aware of events that could cause significant changes in the relationship between costs and profits (such as future increases in manufacturing costs, materials, or price increases or inventory adjustments), it must indicate them. To the extent that financial statements are affected and show significant increases in accounts reflecting the company's activity or profits, provide a detailed description indicating what these increases or changes may be attributed to (prices, volume, new products, others). g.2. Liquidity and Capital Resources Indicate known trends or any commitment, event, or uncertain fact that could result in a significant increase or decrease in the issuer's liquidity. In case an important deficiency is identified, indicate what action the issuer has taken or will take to remedy the deficiency. Also identify and describe sources of liquidity and briefly any important source of unused liquid assets. g.3. Research and Development, Patents, and Licenses Describe the applicant's research and development policies during the last two years. When there are contracts, agreements, or incentives with state entities or similar entities, permits, or special licenses related to this type of activity, indicate the expiration date and add a summary of their content. g.4. Information on Trends

Identify the most recent technological advances or innovations in production, sales and inventory, costs, and selling prices within the business it develops and indicate its position regarding such trends. h. Directors, Management, and Employees Provide information on the company's directors and management team that allows investors to evaluate their experience and qualifications, as well as their relationship with the company. h.1. Directors and Management Name, nationality, year of birth, powers held (highlight legal representation), date of appointment, its expiration, and the time during which they have served, for members of the board of directors, general manager, other managers, and senior executive officials. Include relationships of kinship up to the second degree of consanguinity and affinity with other members of the board of directors, board of administration, management, and executive-level staff. Incorporate a description of the position, functions, level, and years of experience in the issuer's field of work. Indicate if they serve as a director in other companies. Summarize, if it exists, any clause in the company's bylaws or policy referring to the authority of these persons to vote on a proposal, arrangement, or contract in which they have an interest and on the authority to vote on compensation for themselves or any member of the board of directors. h.2. General Compensation Policies for Directors and Management (only in the case of capital instrument issuances) Indicate remuneration and compensation policies for each director and key executive. Indicate if there are option plans and the criteria for their application. Compensation information will be presented individually. h.3. Board Selection Practices If they exist, briefly provide the main conditions of the service provision contract between the director and the issuer and indicate if it provides for the acquisition of benefits in the event of termination of the term. h.4. Staff

Supply the number of employees at the end of the previous fiscal period, as well as a detail of the staff employed by each of the main activity categories and geographic location, when by the type of issuer's operation it has international activity. Report any significant change in the number of employees. If the issuer employs a significant number of temporary workers, include information on the number of temporary workers on average during the last fiscal year. Indicate if there are union organizations and the percentage of staff participating. (Unions, solidarity associations, etc.). h.5. Social Participation of Directors, Management, and Employees Indicate by group (directors, management, and employees): the number of shares held by each group, the number of shareholders comprising it, and the percentage relative to the total issued shares. Indicate if they have different voting rights, as well as preemptive subscription rights, share options, and restrictions corresponding to each class of the issuer's and its holding company's shares, if any. h.6. Corporate Governance Aspects Indicate internal control mechanisms, composition of the audit committee, experience of its members, practices and functions, location where the company's code of conduct can be consulted and its disclosure method, as well as any other aspect that allows investors to know its internal control and corporate governance policies.
i. Significant Shareholdings and Transactions with Related Parties
i.1. Significant Shareholdings
Identify shareholders who hold significant shareholdings in the company. For these purposes, significant participation is fixed at a percentage equal to or greater than 10%. For the calculation of this percentage, both the shares held by the person directly and those held by their group of economic interest will be taken into account, in accordance with the definition of group of economic interest contained in this regulation. i.2. Transactions with Related Parties Provide information on the company's commercial transactions with its group of economic interest that have a material effect on it.

Describe any business or contract during the last fiscal year in which the issuer or the controlling entity is a party, and in which any of its related parties has a direct or indirect interest, indicating the nature of the interest and its amount. i.3. Participation of Advisors and Counselors Indicate if any of the experts or advisors and, in the case of legal entities, any of their partners or shareholders, who have provided services to the issuer regarding the securities registration application subject to public offering are themselves shareholders, directors, or managers of the issuer and the name of said person and the nature of their relationship with the issuer. j. Financial Information j.1. Annexes to the Prospectus List the financial information attached to the prospectus. At a minimum, audited annual financial statements and their notes for the last three fiscal periods must be attached as an annex. For issuers registering issuances for the first time, projected annual cash flow and actual annual cash flow. If more than three months have passed since the fiscal closing, the latest available financial statements must be attached. For issuers in the pre-operational stage or recently constituted, financial information will be provided through the opening balance sheet and financial projections (financial statements, cash flows) with a detailed explanation of the assumptions on which they are based and the factors that could affect future information. This information applies to all cases where issuers decide to include financial projections in the prospectus. Additionally, the following legend must be included: "It is recommended to evaluate the reasonableness of the assumptions used in the projections presented." j.2. Periodicity of Information to Investors Include verbatim:
Dear Investor, the following information about the company and its financial situation will be available at the issuing company, securities intermediaries, and the Superintendency for consultation:
 Relevant events as soon as the company becomes aware of the event.
 Updated prospectus with the latest information available to the company.

 Quarterly financial statements.
 Audited annual financial statements.
 Projected annual cash flow and actual quarterly cash flows.
 Solicitation statements with information on solicitations through issuances.
 Indicate any other information that must be supplied according to the characteristics of the issuance. k. Additional Information Include any other information about the issuer or the issuance deemed relevant to the investing public. If there are contracts of material impact for the issuance, they must be included in this section and indicate their numbering in the annexes.
ANNEX II 9
PUBLIC OFFERING NOTICES OF SECURITIES
Prior to the start of the public offering of registered securities, issuers or their representative(s) must publish in at least two newspapers of national circulation a minimum of two notices, five business days before placement, inviting the investing public to acquire the securities.
In the particular case of securities issuances by the Central Bank of Nicaragua and the Ministry of Finance and Public Credit, publication of the notice on the corresponding website will suffice.
The notices must contain as a minimum the following information:
 Legal and trade name of the issuer.
 Types of titles offered.
 Amount of the authorized issuance.
 Reference value of the titles.

Annex II, reformed on November 6, 2017 - Superintendent Resolution SIB-0IF-XXV-583-2017.

 Method by which placement will be carried out, indicating the Stock Exchange Position, or any other place where the securities can be acquired.
 Destination of the funds.
 Date of registration of the securities with the Superintendency.
 Issuer's central offices and securities intermediaries' offices where prospectuses are available, with address.
 Persons to contact for consultation purposes.
 Issuance mnemonic.
 ISIN Code.
The publication of the issuance mnemonic and the ISIN code is exempted in the notices for the Convocations to Monetary Securities Auctions, to which the financial regulations of the Central Bank of Nicaragua refer.
In these notices, the following legend must always be included:
"The authorization and registration to carry out a public offering do not imply qualification on the issuance nor the solvency of the issuer or intermediary."
ANNEX III 10
MINIMUM CONTENT OF THE SIMPLIFIED PROSPECTUS a. Cover Include as a title the word SIMPLIFIED PROSPECTUS and as a minimum:
 Legal and trade name of the issuing financial institution.
 Quantity, type, and total amount of the issuances.
 In the case of issuance programs, the global amount of the program.
 Date and number of the public offering authorization resolution.
 Representative Stock Exchange Position.

10 Annex III, added on September 20, 2013 - Resolution CD-SIBOIF-799-1-SEP20-2013
Annex III, reformed on March 13, 2018 - Resolution CD-SIBOIF-1046-1-MAR13-2018

 Incorporate the following legend: "The authorization to carry out a public offering does not imply qualification on the issuance, nor the solvency of the issuer or intermediary."
 Date of preparation of the simplified prospectus.
 Add a bold note indicating the following: "The resources captured by the placement of these securities are not deposits, and consequently are not covered by the guarantee established in the Deposit Guarantee System Law, Law No. 551 published in Gazette No. 168 of 2005" b. Back Cover  Include as a title "IMPORTANT NOTES FOR THE INVESTOR" and subsequently what is provided for this section in Annex I of this regulation.
c. Index
 Indicate by page number in the index the content of the prospectus. d.1. Information on Issuances and the Offering  Incorporate in table format the characteristics of each issuance in a summary table that includes, at least, the description of the main characteristics as provided in subsection d.1.1 of Annex I of this regulation. d.2 Additionally incorporate:
 Reasons for the offering and the use of resources from the solicitation.
Indicate the amounts and sources of other resources required if the estimated funds are not sufficient to cover all projected purposes. Indicate, for example, if all or a substantial part of the funds received from the sale of securities will be destined to amortize debt, identify the creditors, amount, and maturity of the debt.  Tax treatment.  In the case of issuance programs, indication that the program will be composed of several issuances, whose characteristics (indicate which) will be defined by the issuer subsequently and informed to the public prior to placement, by the means and within the timeframe defined by the Superintendent. In the case where the global amount of the program is revolving, include the meaning and conditions of this characteristic.

 Description of possible placement mechanisms to be used and their rules. The mechanisms to be used by potential subscribers and their rules must also be indicated.
 Indication of the payment precedence of the issuer's obligations, and identify the position occupied by the investors of the issuances.
 Process for the payment of interest and principal, including the names and contact details of the paying agent.
 Mention if it has issuances registered in other markets and indicate if the respective international identification code ISIN is available and indicate the markets in which they are admitted to trading.
 Indication of the risk rating, its meaning, rating agency, number and date of the rating council, and date of the financial information used. Address of the rating agency's website where more details of the rating can be consulted. e. Risk Factors Affecting the Issuance and the Issuer  Prominent disclosure of risk factors that may impact the issuer's ability to pay interest or principal of the debt subject to the prospectus, as established in subsection e.1 of Annex I of this regulation. f. Indebtedness and Capitalization  As established in subsections e.3 of Annex I of this regulation. g. Information on the Issuer:
 Social denomination of the issuer
 Organizational chart of the issuer
 If the issuer is part of a group, brief description of the group and the entity's position within it. If the issuer is dependent on another group member for its continued operations, explanation of that dependency.
 Name of the company's main executives, including the area under their responsibility.

 Explanation of significant existing contracts in the issuing financial institution, outside its normal business, that may directly or indirectly impact its ability to pay interest or principal of the debt subject to the prospectus.
 Description of any pending legal litigation, in which the issuer or any of its subsidiaries is a party (excluding from this description routine litigation, incidental to the ordinary course of business). Reference must be made to the court, tribunal, arbitration center, or administrative entity where the process is filed, start date, main parties, description of the facts, as well as the claim sought. Any legal litigation in which its shareholders, directors, and main officials are parties must also be described.  Indicate the Website where the issuer maintains information available for consideration by investors: financial statements, corporate governance policies, and results of the previous period.  Explicit indication that the audited financial information of the last 3 years and the auditors' report for those periods, as well as interim periodic information, is available to the public at the issuer's offices (include website), and at the Superintendency (include website).  If the issuer wishes to incorporate financial information in any part of the prospectus that was not extracted from the audited financial statements, it must detail the source of that information and include a clarification that it does not correspond to audited information.  Names and addresses of the external audit firm used during the last 3 years of financial statements. If there was a change of auditors during the last 3 years of financial statements, include the reasons. h. Operating and Financial Results and Prospective Information (Management's Opinion)  As established in subsections g.1 and g.2 of Annex I of this regulation.
i. Significant Shareholdings and Transactions with Related Parties
 As established in subsections i.1, i.2, and i.3 of Annex I of this regulation. j. Financial Information  The issuer's and its controlling company's consolidated audited financial statements, when applicable, for the last fiscal period and interim quarterly for the current fiscal period, the last period with an age not greater than two months prior to the authorization request, must be attached as an annex to the prospectus.

k. Periodicity of Information to Investors
 As established in subsection j.2 of Annex I of this regulation. Cash flows are excluded.
l. Additional Information
 Include any other information about the issuer or the issuance deemed relevant to the investing public. If there are contracts of material impact for the issuance, they must be included in this section and indicate their numbering in the annexes.
(f) J. Rojas R. (f) V. Hurtado (f) Gabriel Pasos Lacayo (f) illegible (Silvio Moisés Casco Marenco) (f) Fausto Reyes B. (f) A. Morgan Pérez. Ad hoc Secretary" URIEL CERNA BARQUERO Secretary of the Board of Directors SIBOIF

Norm on Public Offering of Securities in the Primary Market

Lineage: In force

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