2010-10-13 | CD-SIBOIF-649-2-OCTU13-2010

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Norm on the Operation of Stock Exchanges and Their Agents

This resolution establishes the authorization requirements, operational standards, and fiduciary duties for stock exchanges and their agents. It mandates specific infrastructure, risk management policies, and automated systems for order execution, while defining strict eligibility criteria and disqualifications for agents. The document further regulates portfolio management, client record-keeping, and the handling of conflicts of interest to ensure market integrity and client protection.

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Superintendencia de Bancos y de Otras Instituciones Financieras

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1 Resolution No. CD-SIBOIF-649-2-OCTU13-2010 Dated October 13, 2010

NORM ON THE OPERATION OF STOCK EXCHANGES AND THEIR AGENTS

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

CONSIDERING

I

That Article 6, literal b) and Article 208, of Law No. 587, Capital Markets Law, published in La Gaceta No. 222, on November 15, 2006 (Capital Markets Law), empower the Board of Directors of the Superintendence of Banks and Other Financial Institutions (Board of Directors) to issue general norms aimed at regulating the operation of the securities market, as well as the compliance with said Law.

II

That Article 63, literal g), of the aforementioned Law, empowers the Board of Directors to issue general norms regarding the authorization and operation of stock exchanges.

III

That Article 69 of the Capital Markets Law establishes that stock exchange agents must comply with the general norms issued by the Board of Directors, as well as with the regulations issued by the respective stock exchange.

In exercise of its powers,

HAS ISSUED

The following,

Resolution No. CD-SIBOIF-649-2-OCTU13-2010

NORM ON THE OPERATION OF STOCK EXCHANGES AND THEIR AGENTS

CHAPTER I GENERAL PROVISIONS

Article 1. Concepts.- For the purposes of this Norm, the following are understood:

a) Superintendence Law: Law No. 316, Law of the Superintendence of Banks and Other Financial Institutions, published in La Gaceta, Official Diary, Number 196, on October 14, 1999, and its amendments.

b) Capital Markets Law: Law No. 587, Capital Markets Law, published in La Gaceta No. 222, on November 15, 2006.

c) Securities Register: Securities Register of the Superintendence of Banks and Other Financial Institutions.

d) Superintendence: Superintendence of Banks and Other Financial Institutions.

e) Superintendent: Superintendent of Banks and Other Financial Institutions.

Article 2. Object.- This Norm aims to establish the authorization requirements for stock exchanges and their agents; as well as, the minimum requirements that stock exchanges must comply with regarding the services they provide, their duties and obligations, control mechanisms, records, publicity, among other aspects.

Article 3. Scope.- This Norm is applicable to stock exchanges, their agents, and stock exchanges, insofar as applicable.

Article 4. Persons authorized to provide services.- Only special anonymous societies duly authorized by the corresponding stock exchange may provide the services of a stock exchange, in accordance with the requirements established in the Capital Markets Law, this Norm, and the regulatory provisions issued by the respective stock exchange.

Stock exchanges must have duly authorized agents to develop their corporate purpose. It is prohibited for any person who is not authorized to act as a stock exchange agent to carry out activities of offering, promotion, or intermediation of securities on behalf and for the account of a stock exchange.

Article 5. Competent bodies for the authorization, supervision, and regulation of stock exchanges and their agents.- In accordance with what is established in Article 35 of the Capital Markets Law, stock exchanges and their agents will be subject to the authorization, supervision, and regulation of the stock exchange in which they participate, without prejudice to the powers granted to the Superintendence in this matter.

CHAPTER II AUTHORIZATION REQUIREMENTS FOR STOCK EXCHANGES

Article 6. Authorization requirements.- Interested parties wishing to constitute and operate a stock exchange must submit a formal application for authorization to the respective stock exchange. Such stock exchange must establish in its internal regulations the documentation and information necessary to prove compliance with the requirements indicated in the Capital Markets Law, as well as the following minimum requirements:

a) Have adequate infrastructure, human, and material resources to provide the authorized services.

b) Have written policies and procedures that allow stock exchanges to identify, measure, monitor, control, and manage the risks inherent to the activities that develop their corporate purpose.

c) Have automated information systems that meet the conditions of security, availability, reliability, confidentiality, auditability, and integrity, including all provisions of the regulations governing the matter on technological risk management.

d) Have written internal control policies and procedures that meet the minimum requirements of the regulations governing the matter.

e) Have an internal code of conduct regulations that must develop the duties established in the Capital Markets Law and this Norm.

f) Have written policies and procedures for the provision of each service or activity they carry out and the processes they involve.

The above requirements must be met by stock exchanges at all times. The policies referred to in this article must be authorized by the board of directors of the respective stock exchange.

Article 7. Authorization procedure.- Stock exchanges will establish by regulatory means the deadlines and procedure for the authorization of stock exchanges, guaranteeing equal participation, transparency, and free competition among them.

Against the decision to authorize a stock exchange, an appeal may be filed before the Board of Directors of the Superintendence in accordance with the procedures indicated in the Superintendence Law, insofar as applicable.

Article 8. Registration with the Superintendence.- Upon obtaining authorization from the corresponding stock exchange to carry out its activities, stock exchanges must register in the Securities Register, presenting for this purpose the following documentation:

a) Certification of authorization granted by the corresponding Stock Exchange.

b) Certified copy of the deed of incorporation of the society.

c) Composition of the Board of Directors and curriculum vitae of the Directors.

d) Curriculum vitae of the main executives: General Manager, Internal Auditor, Accountant, Money Laundering and Terrorism Financing Prevention Administrator, and Broker Agent.

e) Composition of the Audit Committee.

f) Certified copy of the bond posted with the stock exchange, both for the stock exchange and for the broker agents.

CHAPTER III AUTHORIZATION REQUIREMENTS FOR STOCK EXCHANGE AGENTS

Article 9. Authorization requirements.- Without prejudice to the power of stock exchanges to establish additional requirements for stock exchange agents, any natural person who carries out intermediation activities, on behalf and for the account of an authorized stock exchange, must meet the following minimum requirements:

a) Pass an exam that assesses the minimum knowledge required for the provision of each activity or service for which authorization is requested, so that differentiated exams may be established. The stock exchange will be responsible for the preparation and administration of the exam, although it may subcontract the execution of this to a third party.

b) Present the following information to the Superintendence for registration purposes:

  1. Documented curriculum vitae.

  2. Copy of identity card.

  3. Broker Agent Credential granted by the respective stock exchange.

  4. Certification of the bond posted with the stock exchange.

  5. Certificate of judicial and/or police records issued by the corresponding national instances. In the case that the person has lived outside the country in the last five (5) years, a certificate issued by the corresponding foreign instance may additionally be required.

  6. Presentation of service contract with the corresponding stock exchange.

  7. Mechanism for compensation of their service.

  8. Relationships with other stock exchanges, whether by kinship links or social participation.

  9. Notarized Declaration of not being subject to the following impediments:

i. Persons who have been sanctioned in the fifteen (15) years prior for causing patrimonial damage to a bank, a supervised non-banking financial institution, or to public faith by altering its financial state.

ii. Those who have participated as directors, managers, deputy managers, or officials of equivalent rank of a bank or supervised non-banking financial institution that has been subjected to intervention processes and declaration of forced liquidation status, to whom by judicial resolution or Superintendent administrative resolution responsibilities, presumptions, or indications linking them to the aforementioned situations have been established or are established. The foregoing admits proof to the contrary.

iii. Those who have been convicted of intentional crimes deserving penalties greater than corrective ones.

These requirements will be applicable at all times.

In addition to these requirements, stock exchanges must establish the necessary mechanisms to ensure the updating of knowledge of stock exchange agents in relation to market development.

CHAPTER IV GENERAL REQUIREMENTS ON OPERATIONS

Article 10. Automated order registration system.- Every stock exchange must have a centralized order registration system for investment orders that allows their inclusion in chronological order.

Such investment orders must contain the minimum information contained in Annex 1 of this Norm, which is an integral part of it. Each order stored in the register must be referenced to the document that gave rise to it.

The system must have security mechanisms that guarantee that the characteristics and the time with which the orders were included cannot be modified by any user of the system. The respective stock exchanges must establish minimum requirements to which these systems must adhere.

Article 11. Valid mechanisms for receiving orders.- Stock exchanges may only accept investment orders presented by any of the following means:

a) In writing, delivered personally, sent by mail, facsimile, or electronic mail.

b) By telephone, provided that the stock exchange has a telephone recording system that contains mechanisms for identifying the orderer, searching for calls, and controlling the date and time of entry of the order. In these cases, the stock exchange will document the order and reference it to the corresponding recording. For this purpose, the stock exchange must warn the client that the conversation is being recorded. Written confirmation of the order by the orderer is also necessary, with the use of fax or electronic mail being admissible. For the purposes of this article, stock exchanges must implement the necessary verification and security systems.

Article 12. Duties of diligence applicable to the execution and assignment of orders.- In the execution of investment orders, stock exchanges must act in the best interest of clients, treating them on equal conditions. In particular, this obligation implies, at a minimum, the following:

a) Refrain from carrying out transactions that are designed to generate commissions. A stock exchange can only recommend and carry out operations if it has sufficient grounds to consider that that particular operation is in the best interest of the investor, both individually considered, and in the context of previous transactions.

b) Refrain from carrying out operations for its own account in the market using insider information.

c) Refrain from carrying out transactions for its own account on securities for which it will make a recommendation, report, or analysis, until the client to whom the information is directed has had the opportunity to act.

d) Priority of client orders. A stock exchange must not favor itself or a client to the detriment of others. In principle, this implies that the dominant factor for execution must be the order in which the orders were received.

e) Best execution. In the execution of a client's order, the stock exchange must take the necessary measures to ensure that the price is the best available for the particular type of order in question at the moment when transactions of that size were carried out.

f) Timely execution. A stock exchange must execute the orders received from its clients as soon as possible, unless it takes measures to ensure that the postponement of execution is in the best interest of the client or that execution over a period of time can achieve a better price.

Article 13. Power not to execute orders.- A stock exchange is not obligated to execute an order if its client has not fulfilled the delivery of the funds or securities necessary to carry out the operation.

CHAPTER V TYPES OF OPERATIONS: FOR OWN ACCOUNT AND FOR THIRD PARTIES

Article 14. Operations for own account.- An operation for own account is one in which the stock exchange sells securities that are part of its own portfolio, or one in which the stock exchange buys securities for its own portfolio. Likewise, operations carried out by the stock exchange when the negotiation is made with securities in which the stock exchange acts as a market maker or subscriber in firm subscription contracts, in guarantee, or best effort, will be regulated by this norm.

An agreed operation for own account is one in which the counterparty of the stock exchange in the operation is another stock exchange.

A crossed operation for own account is one in which the counterparty of the stock exchange is a client of that stock exchange.

Article 15. Operations for third parties.- An operation for third parties is one in which the stock exchange acts as an intermediary in the purchase or sale of securities that are not part of its own portfolio.

CHAPTER VI INDIVIDUAL PORTFOLIO MANAGEMENT

Article 16. Individual portfolio management.- Individual portfolio management constitutes a contract by which a natural or legal person authorizes a stock exchange to manage a set of resources for investment in a portfolio of securities that is owned by that client. This authorization can be given based on precise instructions from the client on the values in which to invest the resources or, alternatively, a discretionary authorization to the stock exchange to decide on the values to invest, based on the objectives and individual characteristics of the client.

Article 17. Patrimonial separation.- The stock exchange must administer the portfolio of each client separately and its accounting record in accordance with what is established in the regulations governing this matter.

Article 18. Performance and liquidity of portfolios.- The profitability obtained by the client will be based on the portfolio; consequently, the stock exchange cannot guarantee any performance, nor can it assume losses of the portfolio, nor grant the client a performance different from that obtained by it. Likewise, the liquidity obtained by the client will depend on the composition of the portfolio.

Article 19. Operations requiring client authorization.- In the case of portfolios managed with discretion, the stock exchange must obtain authorization from the account holder in the following operations:

a) Crossed operations for own account.

b) The purchase or sale of securities regarding which a conflict of interest situation arises.

Article 20. Specific rules for discretionary management.- In the case of discretionary management of resources, the client may establish limits to such management.

In the case that limits had not been established, the stock exchange will always be obligated to select a portfolio in accordance with the objectives and personal characteristics of the investor, in accordance with the profile created as a product of the information provided by the client.

CHAPTER VII DOCUMENTATION AND RECORDS REQUIRED OF STOCK EXCHANGES

Article 21. Client files.- 1 Stock exchanges must keep a physical file for each of their clients containing, at a minimum, the following documentation:

a) Service contract, which must comply with the minimum content established in Article 28 of this Norm.

b) Client profile, which must meet the information requirements established in the law and the regulations governing the matter of money laundering and terrorism financing prevention; as well as, the personal and financial information about the client that allows it to provide adequate service to their investment objectives and risk profile.

The profile must contain information on the sources and levels of income of the client, their objectives and investment horizon, investment experience and risk preference, as well as the agreed deadlines and means, whether physical or electronic, for the sending of information related to their operations, with the stock exchange establishing auditable mechanisms that allow evidence of the submission of such information by any of the aforementioned means.

1 Art. 21, amended on October 13, 2017 - Resolution CD-SIBOIF-1021-1-OCT13-2017

Without prejudice to any other information considered necessary for the preparation of the profile, this will comprise, at a minimum, the following: total assets, source of income, destination of invested resources, self-evaluation on their knowledge of the securities market, whether they have had previous investment experiences, what is their individual consideration of risk, what is their personal disposition to risk, what is the currency investment inclination, what is their investment objective, what percentage of assets they would dedicate to investing, and any other information that helps determine the level of risk the investor is willing to assume.

c) Legal documentation required by the regulations governing the matter on money laundering and terrorism financing prevention for the proper identification of the client.

d) In the event that there are persons authorized to order operations on behalf of the client, the sufficient power of representation must be attached. The stock exchange must know the following minimum data of the agent's location: identification document, home address, telephone, fax, and email.

e) Investment orders.

f) The settled operation slip in accordance with the minimum content required in Annex 2 of this Norm, which is an integral part of it.

Article 22. Record of Operations.- Stock exchanges must keep an electronic record of their clients' operations. This Register must contain, at a minimum, the following information:

a) Client name

b) Client identification number or account number, as applicable;

c) Investment order number,

d) Operation slip number;

e) Detail of each operation describing at least the following information:

  1. Type of operation (purchase or sale);

  2. Date of operation;

  3. Settlement date

  4. Market type;

  5. Description of the instrument;

  6. Transacted value;

  7. Ownership (for own account or for third parties);

  8. Identify if it is a related party; and

  9. Observations.

Stock exchanges must have this register available to the Superintendence.

Article 23. Additional Files and Records.- Every stock exchange must have the following additional files and records:

a) Publicity file.

b) Complaints file.

c) Chronological correspondence file.

d) Subscription register.

e) Record of operations for own account as market maker for each issuer.

f) Record of participations acquired in investment funds.

CHAPTER VIII GENERAL DUTIES APPLICABLE TO STOCK EXCHANGES

Article 24. Code of Conduct.- Stock exchanges are obligated to develop in their code of conduct the minimum standards established by the respective stock exchanges, applicable to their officials, advisors, stock exchange agents, and employees. This, in accordance with what is established in Title VII, titled "Code of Conduct", of the Capital Markets Law and the minimum content referred to in the regulations governing stock exchanges.

Stock exchanges are obligated to develop these norms in their internal regulations.

Article 25. Duties of diligence and loyalty.- Stock exchanges must act with the diligence of an expert professional, strictly adhering to the regulatory regime and the best market practices and always attending to the best interest of the client.

Article 26. Duties related to conflicts of interest.- The boards of directors of stock exchanges must approve internal policies and issue regulations for the control, administration, and disclosure of current and potential conflicts of interest that may arise, among other situations, due to the following:

a) Transactions or other operations between entities or officials of the same economic group;

b) Activities carried out by shareholders, executives, and officials of the stock exchange, of the stock exchanges, and of the issuers in relation to their clients, as well as the related parties of said shareholders, directors, and officials; and

c) Other situations that have the potential to generate a conflict of interest.

The internal audit unit of each stock exchange must incorporate into its annual plan of

11 work the review and verification of compliance with these policies by each area of the stock broker. Reasonable control mechanisms to manage conflicts of interest are considered:

  1. Disclosure of the conflict of interest to the client.
  2. Implementation of internal measures that contribute to the resolution of conflicts of interest and control the use and flow of insider information.
  3. Prohibition of carrying out certain activities. Without prejudice to the foregoing, when the stock broker uses disclosure as a control mechanism, it must be timely and specific, occur before or at the time the service is provided, and contain sufficient information for the client to understand the potential impact of the conflict of interest on the services received. In cases where the stock broker uses internal measures, whether physical, regulatory, or procedural, it must be able to demonstrate that these measures are sufficient to ensure that information held by a person in the course of carrying out part of the business is not disclosed or used by persons carrying out the other part of the business. The stock broker is responsible for ensuring that these measures are effective and adequately supervised. Article 27. Duty to review the suitability of recommendations or operations carried out.- The buy or sell recommendations for securities provided by the stock broker must be consistent with the client's investment objectives and risk profile. The duty to review the suitability of the client's operations will exist even in the case of operations expressly requested by the client, unless the client expressly exempts the broker from this obligation. Article 28. Duty to document the relationship with the client.- The services provided by stock brokers to their clients must be covered by a contract that, at a minimum, establishes the following: a) The contracting parties. b) The persons authorized to issue instructions on behalf of the client and the scope of that authorization. c) The set of rights and obligations to which the parties commit. In particular, the services that the stock broker will provide and the conditions under which they will be provided must be delimited. The risks involved in the different categories of financial products included in the contract must also be explained.

12 d) Any compensation received by the stock broker. For these purposes, the method of calculation, the frequency, the method of payment, and, where applicable, the limits within which the compensation may be modified by the stock broker must be explained. In the event that the stock broker receives compensation from a third party for the execution of transactions with the client, these compensations must be disclosed to the client. Commissions may be established individually for each service or operation, prior to the agreement on its execution. e) The information that the stock broker will send to the client periodically, in accordance with the Capital Markets Law, the rules, regulations, and specific commitments that have been established with the client. f) Liability clauses in the event of breach by either party. g) The means by which the stock broker will recover funds erroneously transferred or securities assigned by error; for payment of commissions, in cases of breach of stock operations and positions that the stock broker had to cover on behalf of its client. h) The valid means of communication and transmission of instructions between the stock broker and the client, as well as the mechanisms for their modification. i) The conditions under which it will consider a client to be inactive and the consequences thereof. j) The reference to the client's obligation to provide truthful information so that the stock broker complies with the know-your-customer principle, both at the level of the brokerage relationship and the legislation regulating the matter on money laundering prevention. k) Specific clauses regarding the validity and unilateral rescission of the contract by each of the parties. In the case of unilateral rescission by the stock broker, it must give a reasonable notice period. The minimum notice period shall be thirty days. l) Specific clauses for the contract modification procedure. In the case of unilateral modification by the stock broker, it must give a minimum notice period of at least thirty (30) days. If the client does not accept these modifications, they may terminate the contract by giving written notice to the stock broker. m) Any other condition that the stock broker considers necessary to establish a transparent brokerage relationship. Contracts must be printed with legible characters visible to the naked eye, for which the font size in no case may be smaller than that used in La Gaceta, Official Gazette, and a copy of the contract and its annexes, if any, must be delivered to the client at the time of signing. Stock brokers must make a draft of the contract to be signed available to the client so that they may know its content prior to signing, facilitating its obtaining through printed or other means. Stock brokers may prepare a contract for each service or activity they provide or a multiple contract covering all services provided to the client. Without prejudice to the above and in view of the risks involved or the special characteristics and conditions of some services, the Superintendent may require that an independent contract be signed. Regardless of the mechanism used, it is the responsibility of the stock broker to ensure that the contract or contracts with the client contain all the information that allows the client to know the nature and risks of the contracted activity, as well as the compensation that the stock broker will receive. Article 29. Duty of information.- 2 In the performance of authorized activities, stock brokers have a duty of information towards their clients. Without prejudice to the parties agreeing additional obligations for a specific service, such agreement must entail, at a minimum, compliance with the following obligations: a) Obligation of the stock broker to take the necessary measures to ensure that, prior to the start of service provision, the investor has received adequate information about each service and the conditions under which it will be provided, including remuneration and risk issues. This obligation will be deemed fulfilled with the signing of the corresponding contract, prior to the start of service provision. b) Obligation to keep the client updated on the status of the services provided to them and their investment portfolio both periodically and immediately, in cases where relevant facts arise that must be communicated immediately. The minimum content of the account statement shall be that established in Annex 3 of this Norm, which is an integral part of it. c) Obligation to inform the client about each operation executed on their behalf, according to the deadlines and means agreed upon in the client's profile. However, in any case, the client's right to demand information from the stock broker at any time regarding the execution of their operations shall persist.

2 Art. 29, amended on October 13, 2017 - Resolution CD-SIBOIF-1021-1-OCT13-2017

14 This obligation shall not apply to individual portfolio management contracts with discretion, unless otherwise established contractually. d) Obligation to respond promptly to specific information requests from their clients. Article 30. Sending of Account Statements.- Stock brokers must send to their clients at the address indicated by them, an account statement of the operations carried out on their behalf, as well as of the administered securities. Such account statement must be supplied to the client in printed form monthly, when there is activity in the account, or quarterly, when there is no activity; however, stock brokers may resort to electronic means to send this information, provided that they have the express authorization of their clients to do so in such a manner. If the stock broker receives no response within thirty (30) days of sending the account statement, it shall be deemed accepted and its balances shall be final from the date referred to, unless proof to the contrary is provided. Article 31. Duty to keep client resources separate.- The stock broker must take the necessary measures to ensure that the accounting and administration of its clients' resources is separate from its own resources. Records and accounts must guarantee the accuracy of the data they contain and their correspondence with the financial instruments and client resources. Where applicable, stock brokers must regularly reconcile their internal accounts and records with those of third parties in whose possession the assets of their clients are located. Article 32. Custody of clients' financial instruments. Stock brokers that are not authorized to provide the custody service must deposit their clients' financial instruments in an account or accounts opened with a third party authorized to do so. The stock broker must have the custody contract signed with the entity providing that service available to the Superintendent. The deposit of physical securities with the custody entity must be carried out by the stock broker on the same day of their receipt. In the event that such securities cannot be received by the custody entity during the scheduled time for receiving securities, the deposit of these must be carried out on the next business day, with these remaining under temporary custody at the stock broker. In this latter case, the stock broker must implement the necessary internal control measures to guarantee the security, safeguarding, and restricted access to such securities. In particular, stock brokers must take into account the experience and reputation of the custody entity, as well as any regulatory requirement or market practice related to the holding of those financial instruments that could harm the rights of clients. Article 33. Duty of confidentiality of client information and non-use of that information.- Stock brokers are obligated to keep confidential the information they know about their clients, as well as the specific operations they carry out for them. Likewise, they have the duty to refrain from using the confidential information of clients, as well as the insider information they have in their possession, either for their own benefit or for third parties. These duties must be concretized in the establishment of policies and procedures that allow for adequate handling of confidential information, as well as any insider information in the hands of the stock broker. Article 34. Duty to have policies and procedures on inactive accounts.- Except for the duty of confidentiality, the obligations established in this chapter regarding clients shall cease in the case that their accounts are inactive. For this purpose, an inactive account is considered one that has not registered activity (purchase and sale of securities) and for which the respective stock broker has not been able to establish contact with the holder thereof within a period of one year. Additionally, stock brokers must develop and implement policies and procedures on inactive accounts in order to establish the necessary controls to protect the assets of the holders of such accounts. In the event that a client carries out operations again in their inactive account, the respective stock broker must update the file. Article 35. Duty to have written procedures on settlement and renewal of operations.- Every stock broker must include in its Internal Policies Manual the procedures for the settlement of operations that guarantee due follow-up to the traded operations, so that it can be determined if these were cancelled or renewed. Likewise, stock brokers must implement mechanisms that allow them to have immediately available to the Superintendent the payment means with their settlement sheet. CHAPTER IX ADVERTISING Article 36. General Principle.- Advertising regarding the provision of services by stock brokers must not be false nor induce investors to error. Article 37. Basic Information.- All advertising related to the services provided by stock brokers must contain, at a minimum, the following information:

16 a) Date of authorization of the corresponding stock broker and the body that granted it. b) Indication that the authorization of the corresponding regulatory body does not imply a judgment of value on the quality of the services provided nor on the solvency of the stock broker. c) Indication that the risk of investing in securities markets rests with the investor and that, consequently, they must be informed before selecting the stock broker and authorized products. d) Indication of the existence of information on stock brokers, as well as their authorized activities and products, available both on their Websites, as well as in the offices of the Superintendent and the respective stock exchange. CHAPTER X FINAL PROVISIONS Article 38. Modification of Annexes.- The Superintendent is authorized to make the necessary modifications to the annexes of this Norm, which are an integral part of it. Article 39. Transitional Provisions.- Stock brokers will have a period of up to thirty (30) days counted from the entry into force of this Norm to adjust to the requirements established in these provisions. Stock exchanges will have the same period to adjust their operation slips to the minimum content of information provided in Annex 2 of this Norm. The Superintendent, by motivated decision, may extend the aforementioned deadlines. Article 40. Repeal.- The Norm on the Operation of Stock Brokers and Their Agents, contained in Resolution No. CD-SIBOIF-469-1-MAR7-2007, dated March 7, 2007, published in La Gaceta, Official Gazette No. 90, of May 15, 2007, is hereby repealed. Article 41. Entry into Force.- This Norm shall enter into force upon its notification, without prejudice to its subsequent publication in the Gaceta, Official Gazette. ANNEX 1 INVESTMENT ORDERS a. Name and logo of the stock broker; b. Order number (chronological and consecutive); c. Method of order receipt (written, telephone, or electronic); d. Type of order;

17 e. Currency type; f. Client name; g. Amount of the operation; h. Date and time of receipt and execution of the order; i. Account number in the securities custody society; j. Yield; k. Term of the operation; l. Price; m. Market type; n. Description of the securities to be traded; o. Broker agent receiving the order; p. Status of the order (executed, suspended, cancelled, or annulled); and q. Observations. ANNEX 2 3 OPERATION SLIP a. Name of the stock broker b. Client account number c. Investment order number d. System operation number e. Date of the operation f. Settlement date g. Market type h. Type of Confirmation (buy or sell) i. Face value of the instrument or number of units j. Yield k. Price l. Commission m. Total to pay or receive n. Ownership (how the broker acts, on its own account or on behalf of third parties) o. Observations

ANNEX 3 ACCOUNT STATEMENTS a. Name and logo of the stock broker;

3 Annex 2, amended on October 13, 2017 - Resolution CD-SIBOIF-1021-1-OCT13-2017

18 b. Name, address, and phone number of the client; c. Client number; d. Cut-off date; e. Detail of operations and movements carried out during the period, which must contain, at a minimum, the following information:

  1. Operation number;
  2. Date and amount of the investment;
  3. Market type;
  4. Term;
  5. Price;
  6. Amount to receive;
  7. Maturity date; and
  8. Yield. f. Detail and status of securities in custody which must contain, at a minimum, the following data:
  9. Currency type;
  10. Issuer;
  11. Instrument;
  12. Number of securities; (physical)
  13. ISIN code and number of securities (dematerialized)
  14. Coupon number;
  15. Face value;
  16. Adjusted face value; and
  17. Maturity date. (f) A. Rosales B. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) F. Reyes B. (f) Illegible (Silvio Moisés Casco Marenco) (f) A. Morgan Pérez. Ad Hoc Secretary. URIEL CERNA BARQUERO Secretary of the Board of Directors SIBOIF

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