Technical Norms for the Authorization of Constitution and Commencement of Operations of Investment Banks in El Salvador

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

THE NORMS COMMITTEE OF THE CENTRAL RESERVE BANK OF EL SALVADOR,

CONSIDERING:

I. That Article 2 of the Investment Banks Law establishes the legal nature and purpose of entities constituted under the aforementioned Law, indicating that the expression "Investment Bank" shall be exclusive and mandatory for institutions authorized to operate as such, in accordance with said Law.

II. That Article 3, third paragraph of the Investment Banks Law establishes that, in accordance with the Law on Supervision and Regulation of the Financial System, Investment Banks constituted in accordance with the Investment Banks Law shall have the status of members of the Financial System.

III. That Article 10 of the Investment Banks Law establishes the requirements that interested parties must meet to receive authorization from the Superintendency of the Financial System to constitute an Investment Bank.

IV. That Article 12 of the Investment Banks Law establishes that the Superintendency of the Financial System will authorize a Bank to function as an Investment Bank and commence its operations, once the requirements established in the aforementioned Law have been met.

V. That Article 2 of the Law on Supervision and Regulation of the Financial System establishes that the Financial Supervision and Regulation System aims to ensure the efficiency and transparency of the financial system, as well as the adoption of the highest standards of conduct in the development of its business.

VI. That Article 3, letter b) of the Law on Supervision and Regulation of the Financial System establishes that it is the competence of the Superintendency of the Financial System to authorize the constitution, functioning, commencement of operations, suspension of operations, modification, revocation of authorization, closure, and other acts of the members of the financial system, in accordance with the legal, regulatory, or technical normative provisions established regarding the matter.

VII. That Article 4, letter d) of the Law on Supervision and Regulation of the Financial System establishes that the Superintendency of the Financial System shall have the power to authorize the public promotion, constitution, functioning, and commencement of operations, modification of social agreements and statutes, if applicable, and merger of the members of the financial system, in accordance with what is provided in the special laws on the matter.

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 1 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

THEREFORE,

by virtue of the regulatory powers conferred upon it by Article 99 of the Law on Supervision and Regulation of the Financial System,

AGREES to issue the following:

TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CHAPTER I OBJECT, SUBJECTS, AND TERMS

Object Art. 1.- These Norms aim to establish the requirements and the process for the authorization of the constitution of companies that propose to operate as Investment Banks in El Salvador, as well as for the commencement of operations and the corresponding registration with the Superintendency of the Financial System.

Subjects Art. 2.- The subjects obligated to comply with the provisions established in these Norms are the persons interested in receiving authorization to constitute and operate an Investment Bank in El Salvador.

Terms Art. 3.- For the purposes of these Norms, the terms indicated below have the following meaning:

a) Central Bank: Central Reserve Bank of El Salvador; b) Investment Banks: In accordance with Article 3, first paragraph of the Investment Banks Law, these are those institutions that act habitually in the financial market, being able to carry out operations and provide services exclusively with Sophisticated Investors, in accordance with the active, passive, and investment operations established in the Investment Banks Law or those duly authorized by the Central Bank within its competence; c) Identity Document: Refers to the Unique Identity Document, Minor's ID Card, Passport, or Resident Card, as applicable; d) Sophisticated Investor: In accordance with Article 4 of the Investment Banks Law, these are natural or legal persons, national or foreign, to whom Investment Banks are authorized to offer their services, which must meet the criteria established in said article; e) Board of Directors: A collegiate body in charge of the administration of the entity, with functions of supervision, direction, and control, or an equivalent body;

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 2 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

f) Law: Investment Banks Law; g) NIT: Tax Identification Number; and h) Superintendency: Superintendency of the Financial System.

CHAPTER II ON ORGANIZATION AND ADMINISTRATION

Organization Art. 4.- Investment Banks shall be constituted with a minimum of two shareholders and must be organized as fixed-capital anonymous societies, of indeterminate term, domiciled in El Salvador.

Minimum paid capital Art. 5.- The minimum paid social capital for the constitution of an Investment Bank must be in accordance with what is established in Article 23 of the Law.

Board of Directors Art. 6.- Investment Banks must be administered by a Board of Directors, integrated by three or more principal directors and an equal number of alternate directors. Those who meet the requirements and are not within the causes of ineligibility established in Article 17 of the Law may be directors.

Authorization by shareholding Art. 7.- If a natural or legal person wishes to own more than one or ten percent of the shares of an Investment Bank, they must request prior approval from the Superintendency, presenting an authorization request, according to the models established in Annexes No. 1 and 2 of these Norms, respectively. The authorization will be denied if the acquirer is in any of the circumstances established in Article 17 of the Law.

CHAPTER III PROCEDURE FOR AUTHORIZATION OF CONSTITUTION OF AN INVESTMENT BANK IN EL SALVADOR

On the request for authorization of constitution Art. 8.- Those interested in constituting the company that will operate as an Investment Bank must present to the Superintendency a request signed by the Legal Representative or attorney-in-fact, which must contain the following documentation:

a) Draft social deed or social agreement in which the statutes will be incorporated. This draft must contain the requirements indicated in Articles 22 and 194 of the Commercial Code and those mentioned in the Notary Law; b) Business plan that includes the following:

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 3 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

ii. Financial projections for two years indicating expected profitability, detailing the premises used; iii. Description of the plans the applicant proposes to develop in the short, medium, and long term, indicating viability and feasibility, both economic and financial. Developing at least the commercial, financial, and investment plans; iv. Social capital; v. Share participation regarding subsidiaries; vi. The internal policies that the Investment Bank will implement; vii. Financial statements and their projections for two years, detailing the premises used; and viii. Projected equity fund for two years and in accordance with what is required in Article 24 of the Law, detailing the premises used. c) Name or trade name of the firm that will conduct the external audit of the Investment Bank, which must be registered in the Registry of External Auditors of the Superintendency, in accordance with what is established in Article 59 of the Law; d) List of future shareholders, who cannot be fewer than two, with specification of their general information and share participation.

If a natural person, they must present the following:

i. Full name; ii. Nationality and domicile; iii. Copy of the Unique Identity Document; iv. Copy of the NIT, which shall be in accordance with what is established by the Tax Administration; v. Curriculum vitae, attaching support of university degrees and certificates of experience in administrative and financial matters; vi. Certified copy of passport, in the case of foreigners; vii. Request to be holder of more than one or ten percent of the shares, in accordance with Annex No. 1 of these Norms; viii. Annual financial statements of the last three years with their corresponding audit reports and notes, when applicable. If the person is recently obligated to keep formal accounting, they must present at least the Financial Statements of the last fiscal year; ix. Sworn declaration, in which it is stated that they are not in any of the causes indicated in Article 17 of the Law, for the authorization of the acquisition of shares in excess of one or ten percent of the social capital of the Investment Bank, expressly mentioning each of them, in accordance with Annex No. 4 of these Norms; x. Valid certificate issued by the General Directorate of Penal Centers stating no criminal record. In the case of foreign shareholders, they must present the document accrediting that they have no criminal record issued by the competent authority in their country of origin;

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 4 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

xi. Certificate issued by the financial entity that evidences the availability of funds to acquire the share participation; xii. Income Tax Return corresponding to the last fiscal year; xiii. Information that evidences the origin of funds for the acquisition of the shares; xiv. In the case that the origin of the funds are contracted loans, attach the following:

1. Copy of the loan or loan agreement; and
2. Projected Cash Flow for ten years of income, expenses, and accumulated balances.

If a legal person, they must present the following information:

i. Name or trade name; ii. Nationality and domicile; iii. Copy of the NIT, which shall be in accordance with what is established by the Tax Administration; iv. Annual financial statements of the last three years with their corresponding audit reports and notes, when applicable. If the company is recently constituted, it must present at least the Financial Statements of the last fiscal year; v. Testimony of the deed of constitution and statutes, or creation law, as applicable, in both cases with their reforms and legal representation; vi. Power of attorney granted to be represented as a shareholder; vii. Certification of the minute, where the acquisition of shares is authorized; viii. Request to be holder of more than one or ten percent of the shares, in accordance with Annex No. 2 of these Norms; ix. Information that evidences the origin of funds for the acquisition of the shares; x. Certificate issued by the financial entity that evidences the availability of funds to acquire the share participation; xi. Sworn declaration, in which it is stated that they are not in any of the causes indicated in Article 17 of the Law, for the authorization of the acquisition of shares in excess of one or ten percent of the social capital of the Investment Bank, expressly mentioning each of them. The sworn declaration must be signed by the legal representative, in accordance with Annex No. 5 of these Norms; xii. Certification in which the names of the main shareholders or partners of the requesting legal person are mentioned, with their corresponding share participation; and xiii. Updated credentials of the Board of Directors or its equivalent, of the requesting legal person.

e) List and general information of future directors, and their spouses, with the following information:

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CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

i. Sworn declaration of not being within the causes of ineligibility indicated in Article 17 of the Law. In the case of the spouses of the directors, they must declare that they are not within the causes of ineligibility applicable to them according to the third paragraph of Article 17 of the Law. The sworn declaration must be in accordance with Annex No. 3 of these Norms; ii. Valid certificate issued by the General Directorate of Penal Centers stating no criminal record. In the case of foreign shareholders, they must present the document accrediting that they have no criminal record issued by the competent authority in their country of origin; iii. Curriculum vitae, only in the case of directors, indicating their experience. In the case of the President Director or whoever substitutes him, they must prove at least five years of experience in management or senior administration positions in banking or financial institutions, and iv. Bank references. f) Place, email address, and telephone contact to receive any kind of notifications and the designation of persons commissioned for such effect.

The request and documentation may be presented through the means made available by the Superintendency, which may be electronic. In any case, the period referred to in the first paragraph of Article 9 of these Norms will begin to run from the next business day after the request has been presented.

Authorization procedure to constitute the Investment Bank Art. 9.- Upon receiving the request for authorization to constitute the Investment Bank in accordance with what is established in Article 8 of these Norms, the Superintendency will proceed to verify compliance with the requirements defined in the Law and in these Norms, having sixty business days counted from the date of presentation of the request, for the authorization or denial of the request for authorization to constitute the company.

If the request is not accompanied by the complete and proper information detailed in Article 8 of these Norms, the Superintendency, due to the lack of necessary requirements, may require the applicant to present the missing documents within a period of ten business days counted from the day following the notification, a period that may be extended at the request of the interested entity when there are reasons justifying it.

The Superintendency in the same warning will indicate to the applicant that if the information is not completed within the aforementioned period, the Superintendency will proceed, without further procedure, to archive the request, leaving their right to present a new request intact.

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 6 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

If after the analysis of the documentation presented in accordance with Article 8 of these Norms, the Superintendency has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited as requested, the Superintendency will warn the respective requesting entity to remedy the deficiencies communicated or present additional documentation or information required.

The applicant will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information required by the Superintendency.

The Superintendency may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous paragraph, when the nature of the observations or deficiencies warned requires it.

Extension period Art. 10.- The requesting entity may present to the Superintendency a request for extension of the period indicated in the third paragraph of Article 9 of these Norms, before the expiration of said period, must express the grounds on which it is based and propose, if applicable, the pertinent proof.

The extension period cannot exceed ten business days and will begin from the next business day after the expiration date of the original period.

Suspension of the period Art. 11.- The period of sixty business days indicated in the first paragraph of Article 9 of these Norms, will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the third paragraph of Article 9 of these Norms, until the observations required by the Superintendency are remedied.

Publication of initial shareholders and directors Art. 12.- The Superintendency may, after having received the request for the constitution of Investment Banks and obtained all the required information, publish once on its website for a period of ten business days, the list of the initial shareholders and directors of the Investment Bank to be constituted. The publication will have the purpose that any person who has knowledge that any of the ineligibilities established in Article 17 of the Law exists regarding the initial shareholders and directors who will be part of the company, may object to them.

The Superintendency will notify this circumstance to the person objected to, who must present within a period of five business days counted from the respective notification, must pronounce on the opposition raised, being able to attach all evidence that supports their arguments or clarifications, which will be analyzed and valued by

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 7 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

the Superintendency, who will indicate whether they are appropriate or not.

Modifications in the documentation Art. 13.- If during the period referred to in the first paragraph of Article 9 of these Norms, any change occurs in the information or documentation presented to the Superintendency in accordance with Article 8 of these Norms, the applicants must send to the Superintendency the updated information or documentation, within five days following the change.

Additionally, when a change occurs in the information published in the notice referred to in Article 12 of these Norms, the publication must be repeated under the same terms and periods established in said article.

Resolution Art. 14.- In the case that all the requirements established in the Law and these Norms have been met, and the interested parties have sent all the requested information, the Superintendency will grant the authorization to constitute as an Investment Bank, when in its judgment, with the presented information, it proves the following:

a) Good financial situation and solvency of shareholders of more than one percent, both economically and financially, including the consolidated analysis for each of them, of the set of companies, businesses, assets, and debts affecting them. In any case, the equity of each of them, at minimum, must be equivalent to the capital they commit to contribute to the new institution; b) That the shareholders are not in any of the causes of ineligibility detailed in Article 17 of the Law. The interested parties must demonstrate the legitimate origin of the funds to be invested; and c) That the financial projections and business plans presented satisfactorily support the feasibility of the new Investment Bank.

When the resolution is favorable, the inscription in the Commercial Registry of the constitutive instruments of the company in question or a certification of them will be authorized in the same, which must contain the terms indicated in Article 206 of the Commercial Code, as applicable, indicating in it the period within which the constitutive deed must be granted, in which the certificates of the sums deposited in the Central Bank must be related, which accredit the shares subscribed and paid by the shareholders. If the resolution is denying, the notification will contain the reasoned causes for which it is denied.

The Superintendency will proceed to communicate the corresponding resolution to the applicant within a maximum period of three business days, from the date of its issuance.

Review of testimony Art. 15.- Prior to the presentation of the testimony of the deed of constitution in the

Alameda Juan Pablo II, between 15th and 17th North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 8 of 24

CNBCR-07/2025 Approval: 08/28/2025 Validity: 09/11/2025

NRP-88 TECHNICAL NORMS FOR THE AUTHORIZATION OF CONSTITUTION AND COMMENCEMENT OF OPERATIONS OF INVESTMENT BANKS IN EL SALVADOR

CENTRAL RESERVE BANK OF EL SALVADOR GOVERNMENT OF EL SALVADOR

Commercial Registry, this must be presented to the Superintendency to qualify if the stipulated terms