Securities Market - Regulations on Public Offering Securities Issuances under Simplified Regime with Tranche Reservation

Montevideo, February 28, 2024 Ref: SECURITIES MARKET - Regulations on Public Offering Securities Issuances under Simplified Regime with Tranche Reservation.

The market is informed that on February 21, 2024, the Financial Services Superintendence adopted the following resolution:

1. SUBSTITUTE in Chapter II – Authorization and content of regulations, manuals, and instructions, of Title III – Stock Exchanges, of Book II – Authorizations and registrations, of the Compilation of Securities Market Norms, Article 57 with the following:

ARTICLE 57 (MINIMUM CONTENT) The minimum content of stock exchange regulations must: a) Precisely establish the requirements that must be met to acquire the status of exchange operator, as well as those corresponding to natural persons authorized to enter orders on their behalf, in accordance with the definition established in Article 53.2. These requirements must be oriented to guarantee, at a minimum, technical suitability and moral solvency for the effective performance of their functions. b) Explicitly state the rights and obligations of stockbrokers in relation to the operations they carry out and, in particular, the priority and parity of orders, as well as the obligations of brokers with their clients. c) Contain rules to regulate stock market operations, their guarantees if any, and their margins. d) Include an adequate description of instruments and operations, indicating: i) the list of instruments that can be enabled for quotation.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy 1 CIRCULAR N°2447

ii) general and uniform requirements for the registration and transaction of securities in each of the different categories admitted in the exchange, and for their suspension and cancellation. iii) the modalities and types of admitted operations, distinguishing especially spot and forward operations, and, where applicable, options and futures, indicating the conditions and systems of negotiation, clearing, and settlement for each of them. iv) the possibility of carrying out or not operations for own portfolio or on behalf of others, and the enabling documentation for them to have custody of the securities they trade. v) in the case that both forms of operation are enabled, regulate the prevention of conflicts of interest and the forms of resolution thereof, as well as enumerate prohibited conduct in all cases. vi) in the case that guarantees exist for the correct execution of received orders and settlement of concluded transactions, their scope and form must be explicit. vii) provide for the procedures to be followed for the carrying out within its scope of public offering securities issuances, in accordance with the different existing regimes. In particular, establish the specific conditions for the carrying out of the tranche reservation in the case of public offering securities issuances under simplified regime. e) Include rules that clearly establish the rights and obligations of issuers of securities registered or traded in the exchange, in particular, regarding the information they must provide to the market, as well as the economic sanctions or others applicable to issuers for non-compliance with their obligations. f) Contain rules on commercial and ethical practices, which must be respected by their operators and natural persons authorized to enter orders on their behalf, with the object of preventing market manipulation or alteration, and the corresponding sanctions in case of non-compliance.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy 2 CIRCULAR N°2447

g) Provide for the possibility of declaring a recess in the functioning of stock exchanges, temporarily suspend the activities of operators, suspend the negotiation of some value or type of values, cancel transactions or suspend their settlement, in those cases where significant irregularities have been detected or infringements, crimes, unfair practices, manipulation or alterations of the market that are considered excessive or that substantially alter the level of quotations are configured. h) Provide for the existence of a mandatory arbitration system for the resolution of conflicts of stock exchanges with their associates, and of these among themselves. i) Explicitly state the control and supervision procedures, whose objective must be to ensure the efficient and regular functioning of the market, indicating the duties and responsibilities of the persons or bodies involved. j) Establish the disciplinary regime to be adopted with its operators and natural persons authorized to enter orders on their behalf, its bodies or employees, as well as with the issuers of securities that trade in it, in accordance with what is provided in Law No. 18.627 of December 2, 2009. In particular, a regime that sanctions the following conduct must be provided: i) the carrying out of fictitious or simulated transactions regarding any value. ii) the artificial fixing of prices. iii) the non-compliance with the conditions agreed upon in the operations carried out. iv) the use of privileged information for one's own benefit or that of third parties linked, which has not yet been officially disclosed to the market, and which is of a confidential nature. v) the formulation of investment recommendations that are not based on founded and objective information, and those that guarantee benefits or promise returns for investments. The advice must be prudent, making the risks involved apparent, in order for the decision to be adopted by the client under the best conditions, with adequate information and under their exclusive responsibility. vi) the carrying out of any advertising and dissemination of misleading or false information, which contains statements, allusions, or representations that could induce the investor to error, misunderstanding, or confusion regarding the nature, prices, profitability, redemptions, liquidity, guarantees, or any other characteristic of the securities being traded or of their issuers.

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy 3 CIRCULAR N°2447

2. INCORPORATE in Chapter IV TER – Issuance of Public Offering Securities under Simplified Regime, of Title I – Client Relationship, of Book IV – User Protection of Financial Services of the Compilation of Securities Market Norms, the following article:

ARTICLE 215.7 (ISSUANCE OF SECURITIES UNDER SIMPLIFIED REGIME WITH TRANCHE RESERVATION) In public offering securities issuances under simplified regime, securities issuers may carry out a tranche reservation for their offering to certain specific sectors or groups of investors. The maximum amount to be offered may not exceed 50% of the total amount of the issuance. The price of the securities included in the reserved tranche will be determined based on that resulting from the competitive tranche, in accordance with what is provided in the terms and conditions of the issuance. The allocation of the securities included therein will be carried out by the distribution agent designated in the respective issuance prospectus.

JUAN PEDRO CANTERA Superintendent of Financial Services

Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy 4 CIRCULAR N°2447