R-CNMV-2026-10-SIMV — Update of the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market

CERTIFICATION
The undersigned, Mr. Ervin Novas Bello, manager of the Central Bank of the Dominican Republic (hereinafter "Central Bank"), representing the Governor of the Central Bank, ex officio member and president of the National Securities Market Council (hereinafter "Council"); and Ms. Fabel María Sandoval Ventura, secretary of the Council, CERTIFY that the text below constitutes a faithful copy transcribed in its entirety according to the original of the Second Resolution, R-CNMV-2026-10-SIMV, adopted by the Council at the meeting held on June twenty-third (23), two thousand twenty-six (2026), which is on file in this Secretariat, namely:
"SECOND RESOLUTION OF THE NATIONAL SECURITIES MARKET COUNCIL DATED JUNE TWENTY-THIRD (23), TWO THOUSAND TWENTY-SIX (2026). R-CNMV-2026-10-SIMV REFERENCE: Update of the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market.
WHEREAS:
That, by communication received on June three (3), two thousand twenty-six (2026), the Superintendent of the Securities Market (hereinafter, "Superintendent") submitted for the knowledge and consideration of this National Securities Market Council (hereinafter, "Council") a request for an update of the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market, issued by this body through the First Resolution, R-CNMV-2024-04-SIMV, dated June eleven (11), two thousand twenty-four (2024). That in accordance with the powers recognized by Law no. 249-17, on the Securities Market of the Dominican Republic, which repeals and replaces Law no. 19-00 of May eight (8), two thousand (2000), promulgated on December nineteen (19), two thousand seventeen (2017), and its modification (hereinafter, "Law no. 249-17"), and the Internal Regulations of the Council, adopted by this collegiate body through the First Resolution, R-CNMV-2018-06-MV, issued on November twenty-nine (29), two thousand eighteen (2018) (hereinafter, "Internal Regulations of the Council"); the Council, validly meeting after summons, along with the corresponding supporting documentation, is pleased to state the following:
Telephone: 809.221.4433 • http://www.simv.gob.do I info@simv.gob.do I RNC: 4-0J-51572-5 CONSIDERING:

1. That a combined reading of articles 6 and 7 of Law no. 249-17 shows that the Superintendency of the Securities Market (hereinafter, "Superintendency") constitutes an autonomous and decentralized state agency, with administrative, financial, and technical autonomy, whose purpose is to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the aforementioned law, and mitigate systemic risk.
2. That article 10 of the aforementioned legal statute provides that the Superintendency is composed of a collegiate body, the Council, and an executive official, the Superintendent; who is responsible for the direction, control, and representation of the institution.
3. That said normative piece, in the main part of its article 13, establishes that the Council is the superior body of the Superintendency, with functions essentially of a normative, supervisory, and control nature.
4. That, in exercise of its powers, through the First Resolution, R-CNMV-2024-04-SIMV, dated June eleven (11), two thousand twenty-four (2024), the Council approved the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market, as part of the institutional actions aimed at implementing the standards established by the International Organization for Standardization, ISO (International Organization for Standardization, for its acronym in English), with a view to the institution's certification in standards (i) ISO 37001 on Compliance Management Systems and, (ii) ISO 37301 on Anti-Bribery Management System; instructing, furthermore, the Superintendent to create, by resolution, the internal body responsible for the management, coordination, and monitoring of the necessary actions for the adequate operation of said policy.
5. That, in compliance with the aforementioned instruction, through the First Resolution dated September four (4), two thousand twenty-four (2024), R-SIMV-2024-34-R, the Superintendent created the Comprehensive Compliance and Anti-Bribery Management Committee of the Superintendency of the Securities Market (hereinafter, "the Committee" or by its full name), as a body endowed with the authority, independence, and necessary competencies to direct, as well as supervise the implementation and operation of the Compliance and Anti-Bribery Management System in accordance with the standards provided in ISO 37301 and ISO 37001; establishing, for these purposes, its integration, attributions, and responsibilities.
6. That, subsequently, on June three (3), two thousand twenty-six (2026), the Superintendent submitted for the consideration of this collegiate body a request for an update of the aforementioned Compliance and Anti-Bribery Policy, based on the progress achieved in the implementation of the system and the opportunities for improvement identified during said process.
7. That, along with said request, a report signed by the Anti-Bribery and Compliance Committee was submitted on the progress in the implementation, updating, and operation of the Superintendency's Integrated Compliance and Anti-Bribery Management System, developed in accordance with the international standards established in ISO 37001 on Anti-Bribery Management Systems and ISO 37301 on Compliance Management Systems, as well as the proposed update of the aforementioned policy.
8. That, in accordance with the cited report, during the period between January and May two thousand twenty-six (2026), the Superintendency continued to develop actions aimed at strengthening and consolidating its Integrated Compliance and Anti-Bribery Management System, identifying the need to introduce adjustments and adaptations to the system as a consequence of the update of ISO 37001 published in two thousand twenty-five (2025), the entry into force of new legal and regulatory provisions with direct impact on its operation - among them the Penal Code, the Public Procurement Law, and various guidelines issued by the General Directorate of Ethics and Government Integrity (DIGEIG) - as well as the need to complete the internal audit process pending since two thousand twenty-five (2025).
9. That, in this regard, the report indicates that as of the end of April two thousand twenty-six (2026), the system was implemented and operating effectively, although it required certain updates to ensure its continuous adaptation to applicable standards and current regulatory requirements.
10. That, in response to the identified needs, the report establishes that the actions for adaptation and improvement of the system were structured around five (5) fundamental axes, namely: (i) strengthening the institutional culture in compliance and anti-bribery, particularly given the changes recorded in the personnel of the areas involved; (ii) continuous training and awareness-raising for collaborators and the system's support network; (iii) identification and management of regulatory changes impacting its operation; (iv) planning and monitoring of activities by the Committee through an annual work program; and (v) conducting an internal audit prior to the certification process, to timely incorporate identified observations and opportunities for improvement.
11. That, in execution of these strategic axes, the Committee implemented an intensive work plan based on the following main pillars: (i) documentary update of the system; (ii) staff training; (iii) awareness-raising for stakeholders; (iv) permanent monitoring of system operation and adoption of adaptation measures; and (v) strengthening and execution of the internal and external communications plan.
12. That, in relation to actions aimed at the continuous adaptation and improvement of the system, the report indicates that, as a result of the documentary review process carried out in light of the modifications introduced by the updated version of ISO 37001, the need to update various normative and operational instruments that are part of the Integrated Management System was identified.
13. That, as a consequence of this process, approximately forty (40) documents have been reviewed, updated, approved, and socialized, while other instruments continue to be evaluated by the Committee for subsequent submission for approval by the Superintendent and their corresponding dissemination to personnel and stakeholders, as appropriate.
14. That, among other things, the report includes a schedule of activities detailing the pending actions and stages for the completion of the work programmed during the second half of two thousand twenty-six (2026).
15. That, based on the findings, evaluations, and actions described in the reference report, the proposed modifications to the Superintendency's Compliance and Anti-Bribery Policy, subject of this update request, are identified, accompanied by the justifications supporting their adoption; namely:

• The expression "and reliable" is added to the institutional value "technical" in the section on institutional values, becoming "technical and reliable", and a description of each institutional value and its impact on organizational management and performance is also incorporated, in order to recognize their role as guiding elements of institutional conduct and their contribution to strengthening organizational culture and the proper functioning of the system.
• The "Public Securities Offering Authorization Procedure in the Management of Public Securities Offering Authorizations" is added to the section on the policy's scope, in accordance with Resolution R-SIMV-2024-34-R, issued by the Superintendent on September four (4), two thousand twenty-four (2024), with the purpose that all public procurement procedures under the competence of the Purchasing and Contracting Committee are included within the scope of the system, taking into account the inherent risks and sensitivities of these processes. Likewise, the names of procedures and/or responsible areas are updated to adapt them to current regulations, the current organizational structure, and documentary consistency criteria.
• The word "Executive" is added in the compliance governance section, to fully name the Superintendent in their capacity as Maximum Executive Authority (MAE), the express recognition of their responsibility to guarantee the autonomy and independence of compliance functions, as well as the inclusion of the Comprehensive Compliance and Anti-Bribery Management Committee as a governance body of the system, along with its main attributions and responsibilities in accordance with applicable international standards.
• The reference to public function legislation is removed from the policy statement, maintaining the reference to the Dominican Penal Code, given that the latter contemplates unlawful conduct applicable to both public officials and private individuals and offers broader coverage regarding the risks that the system seeks to manage.
• The wording of literal f) in the section on compliance and anti-bribery objectives is adjusted to improve its clarity, precision, and coherence.
• The section called "Responsibilities" is eliminated, as its content is developed in more detail and systematically in the section on compliance governance.
• The reference to ISO 31000 is removed from the related documents, as it is a supporting standard and not a standard directly adopted by the institution, and the current versions of the international standards that support the system are incorporated.
• The "Annexes" section is removed, because the policy is declarative and establishes the general principles and guidelines of the system, while the annexed documents correspond to operational instruments subject to periodic updating within the framework of the compliance function.

16. That, during the corresponding session, the Legal Director, representing the Anti-Bribery and Compliance Committee, verbally presented the essential aspects of the update proposal, highlighting that, within the framework of the implementation process of international standards ISO 37001 and ISO 37301, the update of the Compliance and Anti-Bribery Policy constitutes a necessary measure to strengthen the adaptation and continuous improvement of the system adopted by the institution, as well as a significant advance towards obtaining certifications aligned with international standards of transparency, integrity, and regulatory compliance; thereby reaffirming the Superintendency's commitment to best governance practices, institutional excellence, and strengthening the trust of market participants.
17. That article 138 of the Dominican Constitution establishes that the Public Administration "is subject in its actions to the principles of efficiency, hierarchy, objectivity, equality, transparency, economy, publicity, and coordination, with full submission to the legal system of the State."
18. That in accordance with the principle of legality stipulated in article 3, numeral 1, of Law no. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, promulgated on August six (6), two thousand thirteen (2013), all administrative action is fully subject to the legal system of the State.
19. That, based on the documentation provided, this Council has been able to verify that the proposed modifications to the Superintendency's Compliance and Anti-Bribery Policy respond to the adaptation needs identified during the process of implementation, monitoring, and continuous improvement of the institution's Compliance and Anti-Bribery Management System, as well as to the changes introduced in the legal system and in applicable international standards, particularly those derived from the update of ISO 37001.
20. That, in view of the background and considerations previously set forth, this collegiate body deems it pertinent to approve the modification of the Compliance and Anti-Bribery Policy submitted for consideration, inasmuch as it strengthens the Superintendency's institutional framework for compliance and integrity, favors the continuous improvement of its management systems, and contributes to the consolidation of an organizational culture oriented towards transparency, ethics, and good governance, for the benefit of public trust and the adequate development of the securities market of the Dominican Republic.
    HAVING SEEN:
    a. The Constitution of the Dominican Republic, voted and proclaimed by the National Assembly on October twenty-seven (27), two thousand twenty-four (2024). b. Law no. 249-17, on the Securities Market of the Dominican Republic, which repeals and replaces Law no. 19-00, of May eight (8), two thousand (2000), dated December nineteen (19), two thousand seventeen (2017), and its modification.
    c. Law no. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, dated August six (6), two thousand thirteen (2013).
    d. Law no. 200-04, General Law on Free Access to Public Information, dated July twenty-eight (28), two thousand four (2004). e. The Regulations of the General Law on Free Access to Public Information, approved by Decree no. 130-05, dated February twenty-five (25), two thousand five (2005). f. The Internal Regulations of the National Securities Market Council, issued by the First Resolution, R-CNMV-2018-06-MV, dated November twenty-nine (29), two thousand eighteen (2018). g. The First Resolution, R-CNMV-2024-04-SIMV, dated June eleven (11), two thousand twenty-four (2024), by which the Council approved the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market. h. The First Resolution dated September four (4), two thousand twenty-four (2024), R-SIMV-2024-34-R, by which the Superintendent created the Comprehensive Compliance and Anti-Bribery Management Committee of the Superintendency of the Securities Market.
    i. The communication received on June three (3), two thousand twenty-six (2026), signed by the Superintendent of the Securities Market, and its cited annexes.
    j. The other documents that make up the file.
    THEREFORE:
    After having studied and deliberated on the matter, the National Securities Market Council, in exercise of the powers conferred by Law no. 249-17, by unanimous vote of its members, in view of the reasons set forth, RESOLVES:
    FIRST: APPROVE the modification of the Superintendency's Compliance and Anti-Bribery Policy, the text of which is transcribed below, in accordance with the document submitted by the Superintendency:
    "Compliance and Anti-Bribery Policy Statement
    i. Mission: To regulate and supervise with the objective of achieving an orderly, transparent, and efficient securities market, which expands financing to companies and allows public investment, protecting their rights.
    ii. Vision: To be a technical, reliable, innovative institution, with a competent and committed human team, recognized as a leader for the quality of supervision and regulation of the securities market.
    iii. Institutional values:
    Technical and reliable: Focused on making consistent decisions, based on data and risk analysis.
    Ethical: We act with transparency, integrity, and equity to guarantee investors' rights.
    Committed: We supervise, comply with, and enforce regulations, providing a service of excellence.
    Innovative: We are an institution with an eye on continuous improvement for the development and evolution of the securities market.
    iv. Scope: The implementation of the Compliance and Anti-Bribery Management System in the Superintendency of the Securities Market (SIMV) will have a prioritized scope in the following processes:

• Public Procurement Procedures under the competence of the Public Procurement Committee.
• Securities Market Crime Investigation Procedure in the Management of Anti-Money Laundering and Counter-Terrorist Financing.
• Public Securities Offering Authorization Procedure in the Management of Public Securities Offering Authorizations.

v. Compliance Governance

• The National Securities Market Council shall be responsible for approving the Compliance and Anti-Bribery Policy of the Superintendency of the Securities Market.
• The Superintendent of the Securities Market, as the Highest Executive Authority, shall be designated for the execution of the following functions:
  a) Supervise the implementation and effectiveness of the organization's Compliance and Anti-Bribery Management System. b) Ensure harmonization between the compliance and anti-bribery policy and the institutional strategy. c) Stay informed about the functioning of the Compliance and Anti-Bribery Management System, according to the defined frequency and in events requiring extraordinary reviews. d) Guarantee budgetary allocation for the effective functioning of the Compliance and Anti-Bribery Management System. e) Express commitment by ensuring the autonomy and independence of the anti-bribery and compliance function and the resources provided for the system's operation.
• The Comprehensive Compliance and Anti-Bribery Management Committee, in its capacity as a compliance function, shall have the responsibility to:
  a) Lead, supervise, manage, and ensure compliance with the Compliance and Anti-Bribery Policy and the Compliance and Anti-Bribery Management System. b) Advise and guide SIMV personnel on the Compliance and Anti-Bribery Management System and related issues. c) Ensure that the Compliance and Anti-Bribery Management System complies with the requirements of applicable standards. d) Report on the performance of the Compliance and Anti-Bribery Management System to the governing body.

vi. Policy Statement: The Superintendency of the Securities Market (SIMV) fosters a culture of respect for the legal framework and integrity that promotes regulatory compliance and prohibits bribery, with a preventive approach based on risks in accordance with its stakeholders and under the technical leadership of the Comprehensive Compliance and Anti-Bribery Management Committee, as an independent, resourced, and competent team with direct access to the governing body, which manages its system reinforced by the system of consequences protected by the Dominican Penal Code and other regulations, as well as continuous improvement and channels for complaints and whistleblower protection.
vii. Compliance and Anti-Bribery Objectives:
a) Implement innovative approaches to foster regulatory compliance and prevent bribery, in line with international standards such as ISO 37001 and ISO 37301. b) Promote strategic alignment throughout the organization, focused on regulatory compliance, integrity, and transparency, through awareness, training, and communication of guidelines on Regulatory Compliance and Bribery Prevention at all levels of the organization. c) Effectively identify, evaluate, and update compliance and bribery risks to ensure institutional integrity in public procurement, financial processes, and relevant areas, applying adequate controls. d) Promote a culture of openness and active listening, as well as protection for whistleblowers, thereby strengthening trust in reporting channels. e) Drive the application of sanctions in accordance with the Public Function Law and Penal Code, in cases of regulatory non-compliance and bribery conduct. f) Ensure effective compliance with the requirements of the integrated compliance and anti-bribery system, ensuring its maturity through continuous improvement processes.

viii. Compliance and Anti-Bribery Policies:
a) Promote knowledge of our obligations, in accordance with the current and applicable regulatory framework to ensure their compliance. b) Align collaborators on the prohibition of bribery in all its forms and on their role in organizational effectiveness and prevention. c) Adopt a risk-based approach to prevent bribery in institutional processes, integrating different stakeholders. d) Address strategic alignment in regulatory compliance, integrity, and anti-bribery, through continuous awareness, training, and communication at different levels of the organization. e) Encourage the safe use of available reporting channels in the organization for the protection of the rights of those involved. f) Ensure effective compliance with the requirements of the integrated quality, compliance, and anti-bribery system, guaranteeing its maturity through continuous improvement.
ix. Related Documents
ISO 37001 Standard
ISO 37301 Standard
FOURTH: INSTRUCT the Superintendent of the Securities Market to establish the necessary internal mechanisms and controls for the execution of this administrative act, as well as to ensure its faithful compliance.
FIFTH: INSTRUCT the Superintendent to publish this resolution on the institutional portal, for the purposes of the principle of publicity contained in the Constitution of the Dominican Republic, Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, as well as Law No. 200-04, General Law on Free Access to Public Information and its implementing regulation.

SIXTH: INSTRUCT the Secretary of the Council to issue a certified copy of this resolution, in accordance with the provisions of Article 16, paragraph, of Law No. 249-17; for the corresponding purposes.
Approved and signed by the members of the Council, Messrs.: ERVIN NOVAS BELLO, manager of the Central Bank, representing the governor of the Central Bank, ex officio member and president of the Council; MARÍA JOSÉ MARTINEZ DAUHAJRE, vice minister of Public Credit of the Ministry of Finance, representing the minister of Finance, ex officio member, ERNESTO BOURNIGAL READ, superintendent of the Securities Market, ex officio member, MARCOS IGLESIAS SÁNCHEZ, independent member, ÁBRAHAM SELMAN HASBÚN, independent member, MIGUEL NÚÑEZ HERRERA, independent member, and JAVIER LARA REINHOLD, independent member. This is issued for the corresponding purposes, in the city of Santo Domingo, National District, capital of the Dominican Republic, on the sixth (6) day of July of the year two thousand twenty-six (2026). R For the governor Dominican Republic, ex officio member and president of the National Securities Market Council FA BEL SANDOVAL VENTURA Secretary of the National Securities Market Council