Resolution No. CD-SIBOIF-586-1-MAY20-2009
Dated 20 May 2009

REFORM STANDARD TO ARTICLES 1 AND 3 OF THE STANDARD ON ADVERTISING IN THE SECURITIES MARKET

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

WHEREAS

I

That the second paragraph of Article 2 of Law No. 587, Securities Market Law, published in La Gaceta, Official Gazette No. 222, of 15 November 2006, establishes that only subjects authorized by the Superintendency of Banks and Other Financial Institutions may make public offerings of securities in the country, except in the cases provided for in said Law.

II

That Article 178 of the aforementioned Law 587 establishes that the Board of Directors of the Superintendency of Banks shall issue general standards so that the Superintendent determines the cases when advertising of the activities contemplated in the Securities Market Law shall be subject to authorization or other forms of administrative control.

III

That Article 6, subparagraph b) and Article 208 of the Securities Market Law empower the Board of Directors of the Superintendency to issue general standards aimed at regulating the operation of the securities market, as well as compliance with said Law.

In exercise of its powers,

HAS ISSUED

The following:

Resolution No. CD-SIBOIF-586-1-MAY20-2009

REFORM STANDARD TO ARTICLES 1 AND 3 OF THE STANDARD ON ADVERTISING IN THE SECURITIES MARKET

First.- Articles 1 and 3 of the Standard on Advertising in the Securities Market, Resolution No. CD-SIBOIF-556-2-OCT15-2008, Published in La Gaceta, Official Gazette No. 221 of 19 November 2008, are hereby reformed, and shall read as follows:

Article 1. Concepts.- For purposes of this Standard, the terms indicated in this article, whether in uppercase or lowercase, singular or plural, shall have the following meanings:

a. Entities: Institutions that facilitate or provide stock brokerage services, such as stock exchanges, brokerage firms, securities depositories, clearing and settlement companies, investment fund management companies, securitization fund management companies and other institutions recognized by the Securities Market Law.

b. Securities Market Law: Law No. 587, Securities Market Law, published in La Gaceta, Official Gazette, No. 222 of 15 November 2006.

c. Public offering: Offering of securities that falls within the conditions indicated by the regulations governing public offering of securities in the primary market.

d. Restricted public offering: Offering directed solely to institutional or sophisticated investors, as indicated in the regulations governing public offering of securities in the primary market.

e. Advertising: Refers to the set of campaigns, messages, notices and actions disseminated publicly through mass media (written, radio, television, Internet, posters, pamphlets, booklets, flyers, emails, coupons, electronic networks or any other similar means) or individual means (interviews, letters or other similar means) to promote the securities market and the entities participating in said market.

f. Registry: Securities Registry of the Superintendency of Banks and Other Financial Institutions.

g. Superintendency: Superintendency of Banks and Other Financial Institutions.

h. Superintendent: Superintendent of Banks and Other Financial Institutions.

Article 3. Restrictions.- Only persons authorized by the Superintendency may make public offerings of securities in the country; therefore, no natural or legal person may sell or offer to sell, nor buy or offer to buy securities by means of public offering, if said securities have not been previously registered in the Registry.

For these purposes, the person wishing to make a public offering of securities may not, prior to their registration in the Registry, carry out advertising activities with respect to said securities, nor may they disclose information that is not related to prior practices or the usual course of their business, when this may condition the market and promote the interest of the investing public in the issuer and its securities in anticipation of a public offering.

Market conditioning is understood as the marketing and advertising efforts carried out prior to the registration of the securities in the Registry, even if these efforts are not presented as an express offer. The foregoing promotes interest on the part of the public in the issuer and its securities, such that, for the purposes of this Standard, said advertising constitutes part of a selling effort of the same by unauthorized means.

Brokerage firms intending to offer foreign securities in accordance with the provisions of the regulations on trading of securities in the secondary market must comply, prior to the registration of said securities in the Registry, with the restrictions indicated in the preceding paragraphs.

Second.- This standard shall enter into force from its publication in La Gaceta, Official Gazette.

(f) A. Rosales B. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) Roberto Solórzano Ch. (f) A. Cuadra G. (f) U. Cerna B. Secretary.

URIEL CERNA BARQUERO
Secretary Board of Directors SIBOIF