Securities Market - Modification of the Regulations Governing Simplified Issuance and Issuance Through Collective Financing Platforms

1
Montevideo, July 15, 2025
Ref: SECURITIES MARKET - MODIFICATION OF THE REGULATIONS GOVERNING SIMPLIFIED ISSUANCE AND ISSUANCE THROUGH COLLECTIVE FINANCING PLATFORMS.
The market is informed that the Financial Services Superintendence adopted Resolution SSF No. 2025-338 on July 7, 2025.

JUAN PEDRO CANTERA
Superintendent of Financial Services

2020-50-1-02170
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy

CIRCULAR No. 2484

SUPERINTENDENCY OF FINANCIAL SERVICES – RESOLUTION SUPERINTENDENCY OF FINANCIAL SERVICES

VISTO: The regulations regarding companies administering collective financing platforms incorporated by Circular 2377 of December 28, 2020.

RESULTING:
I) That the Financial Services Superintendence included in the Annual Regulation Plan for the years 2024 and 2025 an initiative with the objective of reviewing the current regulation regarding collective financing platforms in order to introduce modifications that promote their use by small and medium-sized enterprises, seeking to maintain an adequate balance with the protection of investors' interests.

II) That, for these purposes, a regulatory proposal was prepared that provides for increasing the issuance thresholds through them, as well as the investment limits both at the individual level and on each platform, maintaining the original relationship between both variables.

III) That, likewise, the regulatory proposal incorporates the possibility of issuing debt securities representative of financial trusts, participation certificates, and mixed titles under a simplified regime, as well as through collective financing platforms, providing that, in these cases, the emission and investment limits provided for in the regulations will apply and that the emission limits will be required with respect to the settlor.

IV) That, for the cases cited above, the project determines the conditions for the registration of issuers and securities, as well as the specific information regime for these situations.

V) That the project establishes that companies administering collective financing platforms may assume - directly or indirectly or through their senior management - the status of investors in any of the issuances published through them, provided that their participation does not exceed 10% of each project, that such financing is only implemented through the issuance of debt securities and that they make their participation public on their website.

VI) That it was deemed appropriate - with respect to the disclosure of information to issuers and investors - to incorporate the requirement to disclose the methodology and criteria to be applied by the company administering the collective financing platform for the analysis, selection, and publication of issuers and projects, which must be objective, reasonable, non-discriminatory, and kept up to date.

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VII) That it was considered appropriate - in matters of fund segregation - to reinforce the concept of maintaining in a trust created for such purposes those client funds corresponding to primary market operations, and maintaining the 48-hour restriction for client funds held in bank accounts or independent electronic money instruments corresponding to secondary market operations.

VIII) That the restriction preventing companies from issuing public offering securities under a simplified regime while they had active issuances under the general regime was eliminated.

IX) That, however, and with the object of maintaining an adequate level of investor protection, it was provided that those companies that have active issuances under the general regime and under the simplified regime must submit the accounting and management information corresponding to the more burdensome regime.

X) That the aforementioned regulatory proposal was put out for public consultation on December 5, 2024, with a deadline for comments expiring on December 31, 2024.

XI) That comments were received from Ferrere, Corporación Nacional para el Desarrollo, Banco de la República Oriental del Uruguay, Bolsa Electrónica de Valores del Uruguay S.A., Corporación Nacional Financiera Administradora de Fondos de Inversión S.A., Valores Administradora de Fondos de Inversión y Fideicomisos, Pilay Uruguay Administradora de Fondos de Inversión S.A. (through the Legal, Tax and Accounting Office Castellán) and Crowder.

XII) That Law No. 18.627 of December 2, 2009 does not admit the possibility of civil associations being issuers of securities.

CONSIDERING:
I) That collective financing platforms aim to promote entrepreneurial capital projects, facilitating their financing through the collection of funds from a large number of people who contribute, with relatively small investments, through a publicly accessible information system.

II) That, given the objectives pursued by articles 49 and 50 of Law No. 19.820 of September 18, 2019, it corresponds to continue promoting this alternative source of financing as a complement to traditional sources, especially for companies that are in their early stages of development.

III) That, as the market generates experience and incorporates interested parties in the different operations, it is the regulator's responsibility to keep the regulations governing them updated and to continue implementing measures to dynamize the design of these financing structures according to the needs of each project.

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IV) That the comments arising from the Innovation Table and the Securities Market Promotion Commission, as well as the observed trend resulting from the analysis of comparative regulation, have been decisive for the introduction of improvements in the current regulation.

V) That the comments received from the industry provided elements that allowed improving the original proposal, corroborating the value that the consultation process has for the regulator.

VI) That based on what was stated in RESULTING XII), it corresponds to adjust the wording of articles 20, 22, and 23 of the Compilation of Securities Market Norms and eliminate article 21 of the same Compilation.

ATTENTIVE: To the provisions of article 38 of Law No. 16.696 of March 30, 1995 in the wording given by article 2 of Law No. 20.345 of September 19, 2024, in Law No. 18.627 of December 2, 2009, in articles 49 and 50 of Law No. 19.820 of September 18, 2019 and the consideration of the Advisory Committee on Standards referred to in article 84 of the Administrative Regulation of the Central Bank of Uruguay, in act 2025/5.

IT IS RESOLVED:

1. SUBSTITUTE in SECTION II - REGISTRATION OF ISSUERS OF PUBLIC OFFERING SECURITIES UNDER SIMPLIFIED REGIME of CHAPTER II - REGISTRATION OF ISSUERS OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, article 8.1.1 with the following:

ARTICLE 8.1.1 (SIMPLIFIED ISSUANCES - REQUIREMENTS APPLICABLE TO ISSUERS AND INVESTORS).
The issuance of public offering securities under the simplified issuance regime may be carried out by resident commercial companies in accordance with the limits established in article 215.5.

Companies with annual sales (excluding value-added tax) exceeding 75,000,000 UI (seventy-five million indexed units) or its equivalent in the last fiscal year may only carry out issuances of debt securities.

In the case of companies belonging to an economic group, according to the definition given in article 271 of the Compilation of Norms for the Regulation and Control of the Financial System, for the purpose of evaluating compliance with the preceding limit, the sum of the sales of the companies belonging to said group will be considered.

2. SUBSTITUTE in SUBSECTION 1 - REGISTRATION REQUESTED BY THE ISSUER BEFORE THE COMPANY ADMINISTERING THE COLLECTIVE FINANCING PLATFORM of SECTION III - REGISTRATION OF ISSUERS OF PUBLIC OFFERING SECURITIES THAT ISSUE THROUGH COLLECTIVE FINANCING PLATFORMS of CHAPTER II - REGISTRATION OF ISSUERS OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, article 8.3 with the following:

ARTICLE 8.3 (REQUIREMENTS APPLICABLE TO ISSUERS).
The issuance of public offering securities through collective financing platforms may be carried out by resident and non-resident companies, with annual sales (excluding value-added tax) that do not exceed the equivalent of 75,000,000 UI (seventy-five million indexed units) in the last fiscal year.

However, companies that have active issuances under the general regime or under the simplified regime may not issue public offering securities through these companies.

In the case of companies belonging to an economic group, according to the definition given in article 271 of the Compilation of Norms for the Regulation and Control of the Financial System, for the purpose of evaluating compliance with the limit established in the preceding paragraph, the sum of the sales of the companies belonging to said group will be considered.

Companies that, after issuing through collective financing platforms, exceed the billing limit, will have no additional obligation with respect to said issuance.

Financing may be implemented through the issuance of capital securities, debt securities, or mixed titles.

3. RENAME in CHAPTER III - REGISTRATION OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, SECTION IV - REGISTRATION OF SECURITIES ISSUED BY AUTONOMOUS ENTITIES, DECENTRALIZED SERVICES, NON-STATE PUBLIC ENTITIES AND CIVIL ASSOCIATIONS, which will be renamed SECTION IV - REGISTRATION OF SECURITIES ISSUED BY AUTONOMOUS ENTITIES, DECENTRALIZED SERVICES AND NON-STATE PUBLIC ENTITIES.

4. SUBSTITUTE in SECTION IV - REGISTRATION OF SECURITIES ISSUED BY AUTONOMOUS ENTITIES, DECENTRALIZED SERVICES AND NON-STATE PUBLIC ENTITIES of CHAPTER III - REGISTRATION OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, article 20 with the following:

ARTICLE 20 (SCOPE OF APPLICATION).
The issuance of securities by Autonomous Entities and Decentralized Services of the industrial and commercial domain of the State, the National Development Corporation, and non-state public persons will be carried out in accordance with the general regulations governing the issuance of public offering securities.

5. REPEAL in SECTION IV - REGISTRATION OF SECURITIES ISSUED BY AUTONOMOUS ENTITIES, DECENTRALIZED SERVICES AND NON-STATE PUBLIC ENTITIES of CHAPTER III - REGISTRATION OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, article 21.

6. SUBSTITUTE in SECTION IV - REGISTRATION OF SECURITIES ISSUED BY AUTONOMOUS ENTITIES, DECENTRALIZED SERVICES AND NON-STATE PUBLIC ENTITIES of CHAPTER III - REGISTRATION OF PUBLIC OFFERING SECURITIES of TITLE I - ISSUERS AND SECURITIES of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, articles 22 and 23 with the following:

ARTICLE 22 (PROCEDURE TO FOLLOW).
The submission of all pertinent information is a prerequisite for the preparation of the report by the Central Bank of Uruguay required by the Executive Power for the authorization by it of the issuances of Autonomous Entities, Decentralized Services of the industrial and commercial domain of the State, the National Development Corporation, and non-state public persons.

For the purpose of preparing such report by the Central Bank of Uruguay, the institution must submit the authorization request for the issuance in the manner indicated in this Compilation, complying with all the requirements provided for the issuance of public offering securities, insofar as pertinent, with the exception of what is indicated regarding the age of accounting information and risk rating.

ARTICLE 23 (CONTINUATION OF THE PROCEDURE).
Once the authorization of the Executive Power is granted, Autonomous Entities and Decentralized Services of the industrial or commercial domain of the State, the National Development Corporation, and non-state public persons will be enabled to continue the procedure, and what is provided regarding the age of accounting information and risk rating will also apply.

7. SUBSTITUTE in CHAPTER I - DEFINITION, LEGAL NATURE AND APPLICABLE REGIME of TITLE III BIS - COMPANIES ADMINISTERING COLLECTIVE FINANCING PLATFORMS of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, articles 59.4 and 59.7 with the following:

ARTICLE 59.4 (OBJECTIVE).
Companies administering collective financing platforms shall have the exclusive objective of professionally and habitually connecting, through web portals or other analogous means, a plurality of natural or legal persons who offer financing (investors) with companies requesting financing through the issuance of public offering securities (issuers).

To this end, they may provide issuers with training and assistance for the structuring of the issuance.

Additionally, they shall act as:
representatives of security holders during the validity of the issuance and until its total cancellation, complying with what is provided in article 16.9; payment agent; registering entity in the terms provided in articles 23 and following of Law No. 18.627 of December 2, 2009, complying with what is established in articles 34 and following of this Compilation.

ARTICLE 59.7 (PROHIBITIONS).
Companies administering collective financing platforms may not:
a) Act as issuers of public offering securities on the collective financing platforms they administer. This prohibition will cover their shareholders, personnel, and natural or legal persons linked to them. For the purpose of determining situations in which linkage is configured, the definitions of article 210.1 of the Compilation of Norms for the Regulation and Control of the Financial System will be considered. b) Highlight or issue value judgments about issuers or issuances registered on the collective financing platform. Their publication on the platform must be carried out taking into account objective criteria. c) Provide investors with advisory services, receipt, routing, or execution of client orders for the negotiation of operations. d) Assure the investor the return or yield of the investments made nor the total subscription of the issuance by the issuer. e) Receive funds on behalf of investors or issuers, except for the power resulting from their responsibility as a payment agent or in cases of fund movements related to market operations. f) Grant loans, credits, or any other type of financing to issuers or investors. However, they may assume - directly or indirectly or through their senior management - the status of investors in any of the issuances carried out through the collective financing platforms they administer, for amounts less than 10% (ten percent) of each issuance.

The financing may only be implemented through the issuance of debt securities, must be made public on their website, and ensuring that such investments are made in accordance with the same conditions as those of other investors.

8. SUBSTITUTE in CHAPTER II - AUTHORIZATION TO OPERATE of TITLE III BIS - COMPANIES ADMINISTERING COLLECTIVE FINANCING PLATFORMS of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, article 59.12 with the following:

ARTICLE 59.12 (SEPARATION OF OWN AND CLIENT FUNDS).
Companies administering collective financing platforms must guarantee an adequate separation of the movements of their assets and those of their clients.

Client funds corresponding to primary market operations must be maintained in a trust created for such purposes, in which the company administering the collective financing platform may not act in the capacity of trustee.

In the case of secondary market operations, client funds may remain in their possession in bank accounts or independent electronic money instruments for a maximum period of 48 hours. This period may be longer provided there are specific instructions for this purpose and that it does not imply distorting the operation at the discretion of the Financial Services Superintendence.

9. SUBSTITUTE in SECTION III - PUBLIC OFFERING OF FINANCIAL TRUSTS of CHAPTER IV - REGISTRATION OF FINANCIAL TRUSTS of TITLE VI - TRUSTEES AND TRUSTS of BOOK I - Authorizations and Registrations of the Compilation of Securities Market Norms, articles 111, 112, 115, 117, 118, and 119 with the following:

ARTICLE 111 (AUTHORIZATION PROCEDURE).
The authorization request for the issuance of public offering securities must be presented by the trustee, on behalf of the trust administered by him. Such issuance may be carried out in any of the following regimes:
a. An issuance under the general regime of debt securities, participation certificates, or mixed titles, in accordance with what is established in articles 112 to 123.1. b. An issuance under a simplified regime of debt securities, participation certificates, or mixed titles, which will be governed by what is provided in articles 112 to 123.1. In the case of participation certificates and mixed titles, they may only be issued when the trust's equity is less than 75,000,000 UI (seventy-five million indexed units) or its equivalent.
c. An issuance through collective financing platforms of debt securities, participation certificates, or mixed titles, which will be governed by what is established in articles 117 to 123.12.

In the case of letters b. and c., the emission and investment limits provided in articles 215.4 and 215.5, as applicable, will apply. The emission limits will be required with respect to the settlor.

ARTICLE 112 (DOCUMENTATION).
For the purpose of proceeding with the public offering of the securities to be issued, the trustee must present the public offering authorization request, attaching the following information and documentation:
i. Certified copy of the resolutions of the competent body of the settlor by virtue of which the transfer of the trust assets and rights to the Trust is authorized.
ii. Certified copy of the minutes of the meeting of the competent body of the Trustee that decided the issuance, its terms and conditions, and the securities quotation.
iii. A copy of the draft issuance prospectus prepared in accordance with what is established in article 115.
iv. Model of the issuance document of the titles to be issued.
v. Original duly signed or certified copy of all other contracts related to the trust and the issuance (contracts with the registering entity with the payment agent, with the representative of the title holders, etc.).
vi. In the case of contracts with entities representing security holders, sufficient information accrediting the financial and technical solvency of the contracted entity, as well as a sworn declaration indicating that the entity and those who will represent it in the fulfillment of this contract are not affected by the incompatibilities established in article 13.5 to perform such function.
vii. Risk rating report, issued by a rating company registered in the Securities Market Register. This requirement will not be required for those public offering securities issuances that are carried out under a simplified regime.
viii. Certified copy of the guarantees granted duly constituted according to their modality, if any.

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ix. Documentation accrediting compliance with the real guarantee established in paragraph c. of Article 104.
In case it deems it necessary, the Superintendency of Financial Services may request additional information to that indicated previously for the purpose of proceeding with the registration of the security.

ARTICLE 115 (ISSUANCE PROSPECTUS).
The draft issuance prospectus must contain, at a minimum, the following information:

1. Cover page including:
   a. identification of the trust, settlor, trustee, and beneficiary b. designation of the series and program
   c. nominal value of the issuance
   d. identification of the entities participating in the issuance (registrant entity, paying agent, representative entity, etc.).

2. "Important Notice" clearly and prominently detailing what is provided in Article 121.

3. The clauses established in Articles 116 and 120, prominently displayed.

4. Summary of terms and conditions:
   a. characteristics of the program and series b. characteristics of the securities
   c. identification of all participating agents in the Trust and the issuance
   d. detailed description of the subscription, allocation, integration, issuance - including the commission regime provided for - and reopening of series processes in accordance with what is established in Article 123.1. e. description of the functioning method and powers of the Assemblies of debt title and participation certificate holders, as provided by Article 15. f. if the possibility is admitted for persons linked to the trustee - as title holders - to participate in the assemblies, this must be noted prominently. For this purpose, the definition of linked persons established in Article 122 must be taken into account. g. summary of the trust agreement. h. summary of the auxiliary contracts of the issuance (registrant entity contract, paying agent contract, representative entity contract, etc.).
   i. guarantees granted, if any
   j. identification of the activity sector from which the payment risk of the security originates, defined according to the instructions that will be issued.

5. General information:
   a. identification of the trust through which the securities are issued b. identification of the trustee, indicating corporate name, address, telephone, email address
   c. list of shareholders who are holders of more than 10% (ten percent) of the social capital of the trustee, specifying the percentage of participation corresponding to each of them.
   d. list of the trustee's senior management, according to the definition established in Article 143 and their curricular backgrounds. e. organizational chart of the trustee f. code of ethics g. detail of the assets owned by the trust and/or description of the corresponding investment project. h. criteria for valuation of assets and liabilities of the trust
   i. commission and expense regime attributable to the trust
   j. adequate and sufficient description of the business risks and the factors that mitigate them, if any. k. description of the corporate governance practices adopted by the trustee, in accordance with what is provided in Article 167.1 in case the trustee is an investment fund management company or in the norms on this matter contained in the Compilation of Norms of Regulation and Control of the Financial System, in case the trustee is a financial intermediation institution.

6. Any other relevant information from the investor's perspective.

7. Annexes:
   a. Copy of the financial trust agreement b. Copy of the resolutions of the competent body of the settlor, authorizing the transfer of the trust assets and rights.
   c. Copy of the minutes of the meeting of the competent body of the trustee that decided on the issuance, its terms and conditions, and the quotation of the securities.
   d. Copy of the auxiliary contracts of the issuance (registrant entity contract, paying agent contract, representative of the title holders contract, etc.). e. Copy of the guarantees granted duly constituted according to their modality, if any. f. Models of the issuance document for debt titles and participation certificates. g. Copy of the trustee's financial statements: the last audited information must be included, as well as that corresponding to the close of the last available quarter. h. Copy of the risk rating report. This requirement will not be demanded for those public offering securities issuances that are carried out under the simplified regime.

ARTICLE 117 (DEBT REPRESENTATIVE TITLES).
Debt representative titles guaranteed by the trust assets must be issued in book-entry modality and contain - at a minimum - the following specifications:
a. Corporate name, address, and signature of the legal representative or attorney-in-fact of the Trustee. b. Identification of the Trust.
c. Name of the security.
d. Amount of the issuance and of the debt representative titles issued. e. Other characteristics, terms, and conditions of the titles. f. Guarantees and/or other benefits granted by the issuer and/or third parties, if applicable. g. Term of validity of the Trust. h. The clarification that the security is registered in the Securities Market Registry of the Central Bank of Uruguay, indicating the resolution that authorized such registration for the public offering.
i. The legend established in Article 120.

ARTICLE 118 (PARTICIPATION CERTIFICATES).
Participation certificates in the trust estate must adopt the book-entry modality and contain the specifications described in Article 117, the enumeration of the rights they confer, and the measure of the participation in the ownership of the trust assets that they represent.

ARTICLE 119 (MIXED TITLES).
Mixed titles that grant credit rights and participation rights on the remainder must adopt the book-entry modality and contain the specifications described in Articles 117 and 118.

10. INCORPORATE into CHAPTER IV - REGISTRATION OF FINANCIAL TRUSTS of TITLE VI - TRUSTEES AND TRUSTS of BOOK I - Authorizations and Registrations of the Compilation of Norms of the Securities Market, SECTION IV - PUBLIC OFFERING OF FINANCIAL TRUSTS THROUGH COLLECTIVE FINANCING PLATFORMS, which will contain the following articles:

ARTICLE 123.2 (REQUIREMENTS APPLICABLE TO ISSUANCE THROUGH COLLECTIVE FINANCING PLATFORMS).
The issuance of public offering securities through collective financing platforms may be carried out in those cases where the amount determined as the trust's equity at the time of its constitution does not exceed the equivalent of 75,000,000 UI (seventy-five million indexed units).

ARTICLE 123.3 (RESPONSIBILITIES OF THE FINANCIAL TRUSTEE).
Financial trustees must demonstrate to the company administering the collective financing platforms that they are duly registered in the Securities Market Registry - Professional Trustees Section - maintained by the Central Bank of Uruguay.
Likewise, they will be responsible for the information they provide to the company administering the collective financing platforms for its publication.

ARTICLE 123.4 (APPLICATION FOR REGISTRATION).
The application for registration of public offering securities must be presented by the financial trustee to the company administering the collective financing platforms, accompanied by the information referred to in Article 112, with the exception of the risk rating report referred to in numeral vii. of said Article.

ARTICLE 123.5 (OTHER REQUIREMENTS).
The public offering of debt titles, participation certificates, or mixed titles through collective financing platforms will be governed, in what is not provided for in this Book, by the provisions referring to the issuance of public offering securities through collective financing platforms.

ARTICLE 123.6 (PROSPECTUS FOR ISSUANCES ON COLLECTIVE FINANCING PLATFORMS).
The draft prospectus must contain the information referred to in Article 115, with the exception of the risk rating report referred to in letter h. of numeral 7).
Additionally, the clarification must be made that the company administering the collective financing platforms will act as the registrant entity, paying agent, and representative entity.

ARTICLE 123.7 (REPRESENTATIVE OF THE SECURITY HOLDERS).
The companies administering the collective financing platforms will act as representatives of the holders of the securities issued through them, during the validity of the issuance and until its total cancellation. Financial trustees must enter into a contract with said companies, under the terms of Article 13.2. In their capacity as representatives of the security holders, the companies administering the collective financing platforms must fulfill the functions described in Article 13.4, will be subject to the incompatibilities enumerated in Article 13.5, and the provisions established in Articles 13.6 and 13.7 will be applicable to them. The Assemblies of security holders will be governed by what is provided in Article 15.

ARTICLE 123.8 (MODIFICATIONS TO THE TRUST AGREEMENT).
Once the approval process by the Assembly of security holders of the modifications to the stipulations contained in the trust agreement is completed and compliance with what is provided in Article 123.10 is met, the financial trustees must present said modifications to the company administering the collective financing platforms within 5 (five) business days.

ARTICLE 123.9 (MANDATORY INSERTION TEXT IN THE PROSPECTUS FOR ISSUANCES ON COLLECTIVE FINANCING PLATFORMS).
Financial trustees must insert, on the first page of all prospectuses, in prominent characters, the following text:
"Security registered in the Securities Market Registry of the Central Bank of Uruguay on date (date).
This registration only accredits that the company administering the collective financing platforms (name) declares that the legally and regulatory established requirements have been met, not meaning that neither the Central Bank of Uruguay nor the administering company express a value judgment regarding the issuance nor about the future development of the trust. (name of the settlor) in their capacity as settlor and (name of the financial trustee) in their capacity as financial trustee declare and guarantee that the assets included in the trust (name of the trust) are certain and legitimate and authorize the holders of the securities to be issued to exercise all rights resulting from the terms and conditions described in this Prospectus. (name of the financial trustee) is responsible for the veracity of the accounting, financial, and economic information of (name of the financial trustee), as well as for any other information regarding itself provided in this prospectus. The information included in the prospectus regarding (name of the settlor) was provided by the settlor and is their exclusive responsibility. The Board of Directors of (name of the financial trustee) states, under sworn declaration, that this prospectus contains, as of the date of its publication, truthful and sufficient information about the characteristics of the trust (name of the trust), about the assets that integrate it, the conditions of the issuance, and the rights corresponding to the holders of the securities to be issued". The mandatory insertion text must be signed by the authorized representatives of the financial trustee.

ARTICLE 123.10 (REGISTRATION OF PUBLIC OFFERING SECURITIES IN THE SECURITIES MARKET REGISTRY).
Financial trustees must present to the Central Bank of Uruguay the original and a copy of the constitutive documents of the financial trusts duly signed. On the copy, receipt of the originals will be acknowledged, which will remain in said Institution, for the purpose of assessing compliance with current regulations. Said originals will be delivered to the interested party upon completion of the initiated procedure, noting their presentation and the quality of the securities, for the purpose of their presentation in the Registry of Personal Acts - Universalities Section of the Ministry of Education and Culture requesting registration. Once the preceding procedure is fulfilled, the financial trustee must present said documentation to the company administering the collective financing platforms. After the application for registration of the securities is approved by the company administering the collective financing platforms, it must carry out the registration in the Securities Market Registry, in accordance with the instructions that will be issued. To this effect, it must present to the Superintendency of Financial Services a sworn declaration stating that it has received all the minimum information and documentation detailed in Articles 123.4 and 123.6 and that it has verified and evaluated that it complies with the requirements established by the regulation. Likewise, it must state that it has verified that the financial trustee has complied with the presentation of the trust agreement before the Central Bank of Uruguay and with its subsequent registration before the Ministry of Education and Culture. The Superintendency of Financial Services will issue a Communication informing when the securities have been formally registered in the Securities Market Registry, from which moment the public offering of said securities may proceed.

ARTICLE 123.11 (POST-REGISTRATION INFORMATION).
Once the security is registered in the Securities Market Registry, the financial trustee will have a period of 90 (ninety) calendar days to carry out the corresponding issuance, having to present to the company administering the collective financing platforms the following information:
a. At least 5 (five) business days prior to the first day of the subscription of the issuance, the definitive issuance prospectus, according to the formalities provided for in current regulation, with a sworn declaration indicating that the definitive prospectus presented coincides with the draft prospectus presented to the company administering the collective financing platforms. b. Within 10 (ten) business days following the issuance: authenticated copy of the issuance document. The company administering the collective financing platforms must present the information referred to in letters a. and b. to the Securities Market Registry, according to instructions that will be issued, immediately upon receipt, not exceeding the next business day. If the issuance is not effected within the period provided for in this article counted from the date of registration with the Securities Market Registry, it will automatically become void.

ARTICLE 123.12 (REGISTRATION OF THE MODIFICATION OF THE TRUST AGREEMENT).
The modification of the trust agreement referred to in Article 123.8 must be registered by the company administering the collective financing platforms in the Securities Market Registry, providing the minutes of the Assembly of holders that approved it.
Said registration must be carried out immediately, not exceeding the next business day.

11. SUBSTITUTE in CHAPTER III - CORPORATE GOVERNANCE of TITLE I BIS - COMPANIES ADMINISTERING COLLECTIVE FINANCING PLATFORMS of BOOK II - STABILITY AND SOLVENCY of the Compilation of Norms of the Securities Market, Article 146.4 by the following:

ARTICLE 146.4 (CORPORATE GOVERNANCE PRACTICES).
The companies administering collective financing platforms must implement corporate governance practices, in order to ensure adequate supervision and control processes of their management's operations and fair and equal treatment of shareholders, as well as of the issuers and investors participating in the platform. Said practices must ensure:
a. The ethical and professional competence of directors and senior management. b. A balanced structure, with a clear definition of roles and responsibilities, according to the volume and complexity of the company's operations.
c. Reliable control systems.
d. The adoption of International Financial Reporting Standards issued by the International Accounting Standards Board (IASB). e. Disclosure to the market and especially to its shareholders, in a complete, timely, and exact manner, of the financial statements with the periodicity established by the Superintendency of Financial Services, the annual report with management report, the annual audit committee report if applicable, and other relevant information. f. The establishment of a plan consistent with its business model, detailing objectives, budgets, and annual financial flows. g. The adoption of a code of ethics, which must be duly communicated and applied by all personnel, and published on its website. h. The hiring of an external auditor for the preparation of the reports established by the Superintendency of Financial Services.
i. The verification of compliance with all legal and regulatory requirements before the National Internal Audit and the Superintendency of Financial Services.
j. The verification of compliance with the norms on privileged information referred to in Articles 246.1 and following.

12. SUBSTITUTE in CHAPTER IV BIS - ISSUANCE OF PUBLIC OFFERING SECURITIES ON COLLECTIVE FINANCING PLATFORMS of TITLE I - RELATIONSHIP WITH CUSTOMERS of BOOK IV - PROTECTION OF FINANCIAL SERVICE USERS of the Compilation of Norms of the Securities Market, Articles 215.1 and 215.4 by the following:

ARTICLE 215.1 (INFORMATION TO ISSUERS AND INVESTORS).
The companies administering collective financing platforms must provide both issuers and investors with information about the rights and obligations they assume when operating through the collective financing platform. The aforementioned information must be clear, truthful, sufficient, timely, not induce errors or confusion, be provided at least in Spanish, and be easily accessible to users. As a minimum, they must include the following information on their website:
a. Platform operating regulations. In particular, the methodology and criteria to be applied for the analysis, selection, and publication of issuers and projects will be disclosed. The criteria must be objective, reasonable, and non-discriminatory in the judgment of the Superintendency of Financial Services and must be kept updated. b. Contract models for the binding agreement between the collective financing administering companies, the issuers, and the investors.
c. Types of instruments available for investment.
d. The requirements applicable to issuers according to Article 8.3 or to financial trusts according to Article 123.2. e. The issuance and investment limits, according to what is provided in Article 215.4. f. The expenses and commissions applicable to investors and issuers, which must be kept updated and presented clearly and unequivocally. g. Warning of the risks involved for investors in participating through the collective financing platform, and in any case, the risk of total or partial loss of invested capital, the risk of not obtaining the expected return, and the risk of lack of liquidity of the investment. The companies administering collective financing platforms must obtain from the investor, by the means they deem pertinent and with character prior to the realization of each investment, a declaration that they have taken knowledge of and accept the existing risks.

h. The measures adopted to minimize the risk of fraud and operational risk.

i. The procedures established for funds to reach issuers and for the return on their investment to reach investors.

j. The procedures for handling and resolving claims.

k. Issuance prospectus and information regarding the issuer and the issuance, in accordance with the provisions of Articles 8.5, 16.7, and 16.8 or 123.4 and 123.6, as applicable.

l. To disclose information about issuers and issuances in accordance with the provisions of Articles 271.2 to 271.7, 343.1, and 343.2, as applicable.

ARTICLE 215.4 (ISSUANCE AND INVESTMENT LIMITS IN SECURITIES ISSUED THROUGH COLLECTIVE FINANCING PLATFORMS).

The issuance and investment in securities through collective financing platforms must adhere to the following limits:

a) Issuance limits:

The amounts outstanding per issuer, across all collective financing platforms, may not exceed 20,000,000 UI (twenty million indexed units).

The companies administering collective financing platforms must require issuers, prior to each issuance, to submit a sworn declaration stating the outstanding amount of securities they have issued across all collective financing platforms.

b) Investment limits applicable to small investors:

b.1) The investment by the same investor may not exceed 75,000 UI (seventy-five thousand indexed units) per issuance nor 225,000 UI (two hundred and twenty-five thousand indexed units) in securities issued on the same collective financing platform.

The provisions stated above shall not apply in cases where the transaction is executed by an institution that performs securities intermediation. Such institution must be able to demonstrate that it provided advice to the small investor and that the transaction is suitable for their investment profile.

Likewise, the companies administering collective financing platforms may allow these limits to be exceeded when the small investor demonstrates that they have advice from an institution that provides investment advisory services and is subject to regulation and supervision by the Superintendence of Financial Services. For these purposes, the recommendation from the aforementioned institution regarding the limit considered adequate to their profile must be presented prior to making each investment.

b.2) They may not invest in securities representing capital, debt, or mixed titles that incorporate implicit derivatives.

The limits established in letter b) of this article shall not apply to investors who do not belong to the small investor category.

To verify this, the companies administering collective financing platforms must require investors, prior to each investment, to submit a sworn declaration, in accordance with the instructions to be issued, in which they state that they hold financial assets exceeding 1,000,000 UI (one million indexed units).

13. REPLACE in CHAPTER II - ACCOUNTING AND FINANCIAL STATEMENTS of TITLE I - INFORMATION REGIME of PART II - SECURITIES ISSUERS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, Article 260.1 with the following:

ARTICLE 260.1 (ACCOUNTING AND MANAGEMENT INFORMATION FOR SECURITIES ISSUERS IN THE SIMPLIFIED PUBLIC OFFERING REGIME).

Issuers of securities in the simplified public offering regime must present the following information:

a. With annual frequency:

a.1 Within a period of 4 (four) months following the end of each fiscal year:

i. Annual consolidated financial statements of the group, accompanied by a Limited Review Report, duly signed and with the corresponding professional stamps. In the case of companies with annual sales exceeding 75,000,000 UI (seventy-five million indexed units) or its equivalent, they must be accompanied by an External Audit Report. Likewise, companies with sales lower than the indicated amount that have such a report due to requirements from other public or private institutions must also present the External Audit Report.

In cases where consolidation is not required, a sworn declaration indicating the reasons why the company does not prepare consolidated financial statements must be presented;

ii. Annual individual financial statements accompanied by a Limited Review Report, duly signed and with the corresponding professional stamps. In the case of companies with annual sales exceeding 75,000,000 UI (seventy-five million indexed units) or its equivalent, they must be accompanied by an External Audit Report. Likewise, companies with sales lower than the indicated amount that have such a report due to requirements from other public or private institutions must present the External Audit Report.

a.2 Within a period of 4 (four) months from the end of each fiscal year:

i. Certified copy of the Minutes of the competent body approving the Financial Statements, duly signed, if applicable.

ii. Original duly signed or certified copy of the Annual Report of the Board of Directors or administrative body on the management of corporate affairs and performance in the last period, in accordance with the provisions of Article 92 of Law 16.060 of September 4, 1989, and Article 184.19.

iii. Original duly signed or certified copy of the Report of the supervisory body, if applicable, duly signed.

b. With quarterly frequency: within a period of 2 (two) months following the end of the first, second, and third quarters of the fiscal year:

b.1 Quarterly consolidated financial statements of the group, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.

In cases where consolidation is not required, a sworn declaration indicating the reasons why the company does not prepare consolidated financial statements must be presented.

b.2 Quarterly individual financial statements, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.

Companies that have active issuances in both the general regime and the simplified regime must present the accounting and management information required by Article 260.

The timely and proper presentation by securities issuers of the information provided for in this article constitutes an indispensable requirement for the listing of the securities they have issued.

Upon verification of the omission, automatic suspension of the listing shall occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.

14. REPLACE in CHAPTER II - ACCOUNTING AND FINANCIAL STATEMENTS of TITLE I - INFORMATION REGIME of PART II BIS - SECURITIES ISSUERS REGISTERED WITH COMPANIES ADMINISTERING COLLECTIVE FINANCING PLATFORMS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, Article 271.2 with the following:

Article 271.2 (ACCOUNTING AND MANAGEMENT INFORMATION).

Issuers of securities registered with companies administering collective financing platforms must present the following information to said company:

a. With annual frequency:

a.1. In the case of persons who prepare Financial Statements:

a.1.1. Within a period of 3 (three) months from the end of each fiscal year:

i. Annual consolidated financial statements of the group, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps. In cases where consolidation is not required, a sworn declaration indicating the reasons why the company does not prepare consolidated financial statements must be presented.

ii. Annual individual financial statements, accompanied by a Compilation Report, duly signed and with the corresponding professional stamps.

iii. Certificate of being up to date with the General Tax Office and the Social Security Bank or, alternatively, SME Certificate issued by the National Directorate of Crafts, Small and Medium Enterprises of the Ministry of Industry, Energy and Mining. In the case of non-resident securities issuers, certificates from the equivalent tax authorities of their country of origin must be presented.

a.1.2. Within a period of 4 (four) months from the end of each fiscal year:

i. Minutes of the Assembly of the competent body approving the Financial Statements, duly signed, if applicable.

ii. Annual Report of the Board of Directors or administrative body on the management of corporate affairs and performance in the last period, in accordance with the provisions of Article 92 of Law No. 16.060 of September 4, 1989.

iii. Report of the supervisory body, if applicable, duly signed.

a.2. In the case of persons who do not prepare Financial Statements, within a period of 3 (three) months from the end of the fiscal year:

i. Tax sworn declaration corresponding to the last closed year.

ii. Certificate of being up to date with the General Tax Office and the Social Security Bank or, alternatively, SME Certificate issued by the National Directorate of Crafts, Small and Medium Enterprises of the Ministry of Industry, Energy and Mining. In the case of non-resident securities issuers, certificates from the equivalent tax authorities of their country of origin must be presented.

b. With four-monthly frequency, within a period of 15 (fifteen) business days following the end of each four-month period of the fiscal year, a report with the character of a sworn declaration, stating:

i. the sales volume of the reported four-month period

ii. their status with the General Tax Office and the Social Security Bank or with the corresponding tax authority in the case of non-residents.

iii. the evolution of the business and the application of captured funds, containing, as a minimum, a comparison between the originally proposed investment project in the prospectus and its degree of advancement, justifying any detected deviations.

The timely and proper presentation by securities issuers of the information provided for in this article constitutes an indispensable requirement for the listing of the securities they have issued.

Upon verification of the omission, automatic suspension of the listing shall occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.

15. REPLACE in CHAPTER II - ACCOUNTING AND FINANCIAL STATEMENTS of TITLE I - INFORMATION REGIME of PART IV BIS - COMPANIES ADMINISTERING COLLECTIVE FINANCING PLATFORMS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, Article 282.4 with the following:

ARTICLE 282.4 (ECONOMIC - FINANCIAL INFORMATION).

Companies administering collective financing platforms must present, within 4 (four) months of the closing of the fiscal year, the following annual information:

a. Financial Statements, accompanied by an Audit Report, duly signed and with the corresponding professional stamps.

b. Original duly signed or certified copy of the Annual Report of the Board of Directors on the management of corporate affairs and performance in the last period, in accordance with the minimum content established in Article 92 of Law No. 16.060 of September 4, 1989, duly signed.

c. Original duly signed or certified copy of the report of the auditor or supervisory body, if applicable, duly signed.

d. Certified copy of the Minutes of the Assembly approving the financial statements, duly signed.

The failure to present the information provided for in this article in a timely and proper manner shall result in the application of the daily fine established in this Compilation.

16. REPLACE in TITLE III - INFORMATION REGIME FOR FINANCIAL TRUSTS of PART IX - TRUSTEES AND TRUSTS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, Article 342 with the following:

ARTICLE 342 (PUBLIC OFFERING FINANCIAL TRUSTS - ACCOUNTING AND MANAGEMENT INFORMATION).

Trustees administering financial trusts included in the public offering regime must adhere to the following information regime:

a. With annual frequency:

a.1. Within four months following the closing of the fiscal year, the update of the risk rating issued by a rating institution registered in the Securities Market Registry.

a.2. Within three months following the closing of the fiscal year, financial statements of each of the administered financial trusts, with an external audit opinion, duly signed and with the corresponding professional stamps.

b. With semi-annual frequency: within two months following the closing of the first semester of the year, financial statements of each of the administered financial trusts, with a limited review report, duly signed and with the corresponding professional stamps.

c. With quarterly frequency: within one month following the closing of the first and third quarters of the year: financial statements of each of the administered financial trusts with a compilation report, duly signed and with the corresponding professional stamps.

d. With the frequency established in the trust agreement (which may not exceed one year), within one month following its delivery to the beneficiary: accounting report in accordance with Article 18 of Law No. 17.703 of October 27, 2003.

The financial statements must be signed by representatives of the trustee.

The Superintendence of Financial Services may order the presentation of additional reports on the administered financial trusts, taking into account the design and specific characteristics of each trust.

The audit opinions, limited review reports, and additional reports mentioned in the preceding clause must be signed by a professional or firm of professionals registered in the Registry of External Auditors of the Central Bank of Uruguay.

The timely and proper presentation of the information provided for in this article constitutes an indispensable requirement for the listing of public offering financial trusts. Upon verification of the omission, automatic suspension of the listing shall occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.

17. INCORPORATE into PART IX - TRUSTEES AND TRUSTS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, TITLE IV - INFORMATION REGIME FOR FINANCIAL TRUSTS IN SIMPLIFIED REGIME, which shall contain the following article:

ARTICLE 343.1 (FINANCIAL TRUSTS IN SIMPLIFIED REGIME - ACCOUNTING AND MANAGEMENT INFORMATION).

Financial trustees issuing securities in the simplified public offering regime must present - for each administered trust - the following information:

a. With annual frequency: within 4 (four) months following the closing of the fiscal year, financial statements of each of the administered financial trusts, with a Limited Review Report, duly signed and with the corresponding professional stamps. In the case of trusts with a determined amount of trust assets at the time of establishment exceeding the equivalent of 75,000,000 UI (seventy-five million indexed units), they must be accompanied by an External Audit Report.

b. With quarterly frequency: within 2 (two) months following the end of the first, second, and third quarters of the fiscal year: Financial Statements of each of the administered financial trusts with a Compilation Report, duly signed and with the corresponding professional stamps.

c. With the frequency established in the trust agreement (which may not exceed one year), within one month following its delivery to the beneficiary: accounting report in accordance with Article 18 of Law No. 17.703 of October 27, 2003.

The financial statements must be signed by representatives of the financial trustee.

The limited review report must be signed by a professional or firm of professionals registered in the Registry of External Auditors of the Central Bank of Uruguay.

The timely and proper presentation of the information provided for in this article constitutes an indispensable requirement for the listing of public offering financial trusts. Upon verification of the omission, automatic suspension of the listing shall occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.

18. INCORPORATE into PART IX - TRUSTEES AND TRUSTS of BOOK VI - INFORMATION AND DOCUMENTATION of the Compilation of Regulations of the Securities Market, TITLE V - INFORMATION REGIME FOR FINANCIAL TRUSTS THROUGH COLLECTIVE FINANCING PLATFORMS, which shall contain the following article:

ARTICLE 343.2 (FINANCIAL TRUSTS ISSUING THROUGH COLLECTIVE FINANCING PLATFORMS - ACCOUNTING AND MANAGEMENT INFORMATION).

Financial trustees issuing securities in the public offering through collective financing platforms must present to the administering company - for each administered trust - the following information:

a. With annual frequency: within 4 (four) months following the closing of the fiscal year, financial statements of each of the administered financial trusts, with a Compilation Report, duly signed and with the corresponding professional stamps.

b. With the frequency established in the trust agreement (which may not exceed one year), within one month following its delivery to the beneficiary: accounting report in accordance with Article 18 of Law No. 17.703 of October 27, 2003.

The financial statements must be signed by representatives of the trustee.

The companies administering collective financing platforms must present and update before the Securities Market Registry the information referred to in this article, in accordance with the instructions to be issued, immediately upon receipt, and may not exceed the next business day.

The Superintendence of Financial Services may order the presentation of additional reports on the administered financial trusts, taking into account the design and specific characteristics of each trust.

The timely and proper presentation of the information provided for in this article constitutes an indispensable requirement for the listing of the securities issued in public offering financial trusts. Upon verification of the omission, automatic suspension of the listing shall occur, a fact that will be declared by the Superintendence of Financial Services, and the securities may not resume trading until the situation that caused the suspension is regularized.

19. COMMUNICATE the provisions set forth in the preceding items 1 to 18 by issuing the corresponding Circular.

JUAN PEDRO CANTERA
Superintendent of Financial Services

RR-SSF-2025-338 Date: 07/07/2025 16:01:49
CIRCULAR NO. 2484

Exp. 2020-50-1-02170
Publishable: Yes - Signatory: JUAN PEDRO CANTERA CIRCULAR NO. 2484