Norm on Reform to Article 39 of the Standard on Public Offering of Securities in the Primary Market

1 Resolution No. CD-SIBOIF-847-2-AGOST8-2014 Dated August 8, 2014

STANDARD ON REFORM TO ARTICLE 39 OF THE STANDARD ON PUBLIC OFFERING OF SECURITIES IN THE PRIMARY MARKET

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

CONSIDERING I That on September 7, 2011, this Board of Directors approved the Standard on Public Offering of Securities in the Primary Market, contained in Resolution No. CD-SIBOIF-692-1-SEP7-2011, published in La Gaceta, Official Journal No. 210 of November 7, 2011; which in its Article 39 regulates the placement mechanisms for securities issuances subject to public offering. II That it is necessary to expand the provisions of Article 39 of the aforementioned standard, in order to clarify the placement mechanisms for the participations of open or closed investment funds, establishing that such participations may be placed directly via counter at the Management Companies of said funds, as established in Articles 89 and 91 of the Capital Markets Law. III That according to Article 6, letter b) and Article 208, of the Capital Markets Law, it is within the authority of the Board of Directors of the Superintendence to issue general norms aimed at regulating the functioning of the securities market. IV That the proposal for Reform to Article 39 of the Standard on Public Offering of Securities in the Primary Market was approved in session 844 on July 23 of the current year, notwithstanding

2 this reforming standard is linked to the Standard on Management Companies and Investment Funds, and to the Standard on Minimum Requirements for Investment Fund Prospectuses; for didactic purposes, the reforming standard is incorporated into this present act.

In exercise of its powers,

HAS ISSUED

The following: Resolution No. CD-SIBOIF-847-2-AGOST8-2014

STANDARD ON REFORM TO ARTICLE 39 OF THE STANDARD ON PUBLIC OFFERING OF SECURITIES IN THE PRIMARY MARKET

FIRST: Article 39 of the Standard on Public Offering of Securities in the Primary Market, contained in Resolution No. CD-SIBOIF-692-1-SEP7-2011, published in La Gaceta, Official Journal No. 210 of November 7, 2011, is hereby amended, to read as follows:

“Article 39. Placement Mechanisms.- Securities issuances subject to public offering shall be placed through a stock exchange, via firm commitment or best-efforts underwriting agreements. Excluded from the foregoing are issuances by the Ministry of Finance and Public Credit and by 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 underwriter of the securities placement shall establish placement procedures that ensure compliance with the principles of equal information, access, and price for investors, under the following minimum framework: a. The possible placement mechanism(s) established shall be disclosed in the prospectus, as well as all rules applicable to them. b. The placement procedure shall guarantee the principle of equitable distribution and access for investors.

3 c. Regardless of the type of placement, documentation accrediting the details of offers received from investors and the allocation shall be retained, which shall be available to the Superintendent. In all cases, the submission of information regarding the results of the placement shall be carried out in accordance with the instructions issued by the Superintendent.”

SECOND: This standard shall enter into force upon its notification, without prejudice to its subsequent publication in La Gaceta, Official Journal. (f) Illegible (Sara Amelia Rosales Castellón) (f) V. Urcuyo (f) Gabriel Pasos Lacayo (f) illegible (Silvio Moisés Casco Marenco) (f) Fausto Reyes (f) illegible (Freddy José Blando Argeñal) (f) U. Cerna.

URIEL CERNA BARQUERO Secretary of the Board of Directors SIBOIF