2015-02-19 | NRP-10

Added · Updated

Technical Standards for the Authorization and Registration of Issuers and Public Offering Securities Issuances

The Technical Supervisory Authority of the Financial System establishes the requirements and procedures for the registration of issuers and public offering securities issuances in the Public Stock Exchange Registry. Entities seeking registration must submit applications through authorized brokerage houses, providing specific documentation including audited financial statements, shareholder and administrator lists, and legal constitutions. The regulations define distinct information requirements for standard issuers, securitization funds, and authorized financial entities, mandating independent opinions for Green, Social, or Sustainable Bonds and projected financials for banks and cooperative societies.

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El Salvador

Superintendencia del Sistema Financiero

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CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 1 of 27

THE STANDARDS COMMITTEE OF THE CENTRAL RESERVE BANK OF EL SALVADOR, CONSIDERING: I. That Article 3 of the Securities Market Law establishes that every security that is the object of a public offering, as well as the issuers thereof, must be recorded in the Public Stock Exchange Registry, which for such effect will be maintained by the Superintendent of the Financial System and subsequently registered in a stock exchange. II. That the issuances and public offerings of securities are subject to what is provided in Article 9 of the Securities Market Law and in Articles 72 and 93 of the Asset Securitization Law. III. That Article 3, subsection c) of the Law on Supervision and Regulation of the Financial System, establishes that it is the competence of the Superintendent of the Financial System to proactively monitor the risks of the members of the financial system and the manner in which they manage them, ensuring the prudent maintenance of their solvency and liquidity. (3) IV. That Article 3, subsection h) of the Law on Supervision and Regulation of the Financial System, establishes that it is the competence of the Superintendent of the Financial System to authorize the registrations, registry entries, modifications, and cancellations of the persons, institutions, and operations that are subject to such requirement, in accordance with the laws on the matter. (3)

THEREFORE,

by virtue of the normative powers conferred upon it by Article 99 of the Law on Supervision and Regulation of the Financial System, AGREES to issue the following:

TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES

CHAPTER I OBJECT, SUBJECTS, AND TERMS

Object Art. 1.- These Standards aim to develop the legal provisions applicable to the registration of issuers and public offering securities issuances maintained by the Superintendent of the Financial System, with the purpose of providing general guidelines in the respective authorization requests, including the minimum content of issuance prospectuses, based on the applicable legal provisions. Such requests shall be submitted to the Superintendent, according to the procedure, format, and deadlines established by the Securities Market Law, the Asset Securitization Law, and these Standards. (3)

Subjects Art. 2.- The subjects obliged to comply with the provisions established in these Standards are: a) Stockbrokerage houses; b) Securities issuers; and c) Securitization companies.

Terms Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning: a) Central Bank: Central Reserve Bank of El Salvador; (5) b) Stock Exchange(es): Stock Exchanges constituted in El Salvador and registered with the Superintendent of the Financial System; (5) c) House(s): Stockbrokerage houses, authorized and registered with the Superintendent of the Financial System; (5) d) Board of Directors: Board of Directors of the Superintendent of the Financial System; (5) e) Custodian: Company specialized in the deposit and custody of securities constituted in El Salvador and registered with the Superintendent of the Financial System; (5) f) Issuer(s): Public offering securities issuers according to the Securities Market Law. For the purposes of these Standards, the State and the Central Reserve Bank of El Salvador are excepted; (5) g) Fund: Securitization fund administered by a securitization company; (5) h) Business Group: In accordance with Article 5 of the Securities Market Law, it is that in which a company or set of companies have a common controller, who acting directly or indirectly participates with fifty percent as a minimum in the share capital of each of them or that have common shareholders who, directly or indirectly, are holders of fifty percent as a minimum of the capital of another company, which allows to presume that the economic and financial performance is determined by common interests or subordinate to the group;(5) i) Law: Securities Market Law; (5) j) Registry: Public Stock Exchange Registry of the Superintendent of the Financial System; k) Business Relationships: According to what is established in Article 5 of the Securities Market Law, those that exist between controlling companies, subsidiaries, linking or linked entities; as well as, when they maintain links of administration or credit responsibilities that make it possible to presume the possibility of common financial risks in the credits they receive, or in the acquisition of the securities they issue; (5) l) Superintendent: Superintendent of the Financial System; and (5)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 2 of 27 m) Securitization Company: Securitization company registered with the Superintendent of the Financial System. (5)

CHAPTER II REGISTRATION OF SECURITIES ISSUERS

Entities Interested in Registering as Issuers Art. 4.- The entity that intends to be registered as a securities issuer will request its entry in the Registry through a House, which shall be responsible for ensuring compliance with the requirements and obligations established for such effects.

Application and Information for Issuer Registration Art. 5.- For the authorization of entry in the Securities Issuers Registry, the legal representative or attorney-in-fact of a House must present to the Superintendent an application for authorization of the registry entry of the corresponding issuer, accompanied by the following documentation: a) Sworn declaration of the legal representative or attorney-in-fact of the issuer granted before a Notary, in which they declare that the information provided to the House and that accompanies the application for their registration as a securities issuer is true, accurate, and complete. Likewise, the commitment to keep the information updated at all times before the Superintendent and to facilitate the information required by the Law; b) Copy of the testimony of the issuer's social constitution deed, of its modifications if any, registered in the Commerce Registry; as well as the current bylaws, if applicable, duly deposited in the corresponding registry or, if applicable, legislative decree of creation; c) List of partners, associates, or shareholders, with their participation within the capital of the company, specifying the number of shares and percentage of participation, the type and number of the current identity document and Tax Identification Number, which shall be in accordance with what is established by the Tax Administration. The aforementioned list must contain updated information, as of the date of submission of the application, as well as a copy of the current identity document and Tax Identification Number of persons whose participation is equal to or greater than 10% of the issuer's social capital; (6) d) List of the issuer's administrators, indicating the type and number of identity document, Tax Identification Number, which shall be in accordance with what is established by the Tax Administration, as well as a copy of the credentials of the Board of Directors, administrative attorneys, and administrators, indicating the respective term of office, duly registered in the corresponding registry, attaching a copy of the current identity document, Tax Identification Number, and curriculum vitae that accredits professional or business experience of each of the administrators; (6) e) Audited financial statements of the issuer, corresponding to the last three fiscal years prior to the application, by an external auditor registered with the Superintendent. In the case of entities that have been in existence for less than three years, they must present the audited financial statements they possess as of the date of the application; f) Sworn declaration of shareholders owning more than ten percent of the share capital, according to the format of Annex No. 1 of these Standards; g) Copy of the Tax Identification Number of the issuer; h) If the issuer is part of a business group, as defined by the Law, it must provide the following information: i. Name or corporate name of the companies that are part of the business group; ii. List of partners, associates, or shareholders whose participation is greater than ten percent of the capital of each of the companies that are part of the business group, including the issuer's subsidiary or affiliated entities. In the case that the shareholders were legal entities, they must also present the list of their shareholders with more than ten percent of the capital; iii. List of directors of each of the companies that are part of the business group, including the issuer's subsidiary or affiliated entities; iv. Financial statements of the controlling entity, at the close of the last fiscal year; v. Consolidated financial statements of the issuer with the subsidiary or affiliated entities, at the close of the last fiscal year. Such financial statements must clearly identify the transactions carried out between these entities; vi. Consolidated financial statements of the business group to which the issuer belongs, provided that the issuer maintains commercial or financial relationships with any of the entities that are part of its business group, and that the issuer has established stabilization reserves of ten percent or more in any of the financial institutions of the system; and i) Name or corporate name of entities with which the issuer maintains business relationships, as defined in the Law. In the application, the House must establish the place to receive notifications and the designation of the persons commissioned for such effect.

CHAPTER III REGISTRATION OF SECURITIES ISSUANCES

Issuers Interested in Registering Their Issuances Art. 6.- The issuer interested in registering an issuance in the Registry that for such effects is maintained by the Superintendent, must request the corresponding entry of the issuance through a House, which shall be responsible for ensuring compliance with the requirements and obligations defined in these Standards.

Application and Information for Issuance Registration Art. 7.- For the authorization of the registry entry of the issuance that for such effects is maintained by the Superintendent, the legal representative or attorney-in-fact of a House must present to the Superintendent an application accompanied by the following documentation: a) Sworn declaration of the legal representative or attorney-in-fact of the issuer granted before a Notary, in which they declare that the information provided to the House and that accompanies the application for their registration of the issuance is true, accurate, and complete. Likewise, the commitment to keep, at all times, the information updated before the Superintendent and to facilitate the information required by the Law; b) Certification of the agreement of the Board of Directors or the competent authority, that authorized the issuance. The aforementioned certification must be signed by the person authorized for such effects; c) Complete report of the risk classification of the issuance or of the issuer when it is a case of an issuance of shares; d) Repealed; (3) e) Draft of the public deed of issuance, which reflects the class of security to be registered and its characteristics. In the case of shares, a copy of the constitution deed, or in case of increase or decrease of minimum capital or the certification of the increase or decrease in the respective book maintained by the issuer, as applicable, as well as the draft certificate that supports the corresponding shares, except when it is a case of shares represented by electronic book entries of securities in account; f) Draft of the issuance prospectus, in accordance with the type of security applicable, which includes the minimum content defined in Annexes No. 2 and No. 3 of these Standards; g) When the issuance is guaranteed with a certain type of collateral or coverage, the documents that prove its existence must be presented; if applicable, in addition, the appraisal performed by an expert registered in the Registry of Experts of the Superintendent and the instrument that accredits the granting of the collateral or coverage in question must be presented; h) When the issuance is guaranteed by an entity that is not an institution regulated by the Banks Law and the Cooperative Banks and Savings and Credit Societies Law, it must provide the information established in Article 9, subsection d) of the Law; and i) When it is a case of Green, Social, or Sustainable Bonds issuance, an opinion issued by a third party independent from the issuer and the structurer of the issuance must be presented. Such evaluation must be prepared by entities, such as risk classifiers with specific methodologies for this type of instruments or internationally recognized certifiers. (6) The opinion must accredit the alignment of the instrument with applicable international principles and standards, such as the principles of the International Capital Market Association, the criteria of the Climate Bonds Initiative, or others related to the different types of Green, Social, or Sustainable Bonds. (6)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 3 of 27 In the case of issuances of Banks, Cooperative Banks, and Savings and Credit Societies, in accordance with what is established by the Law on Supervision and Regulation of the Financial System in Article 3, subsection c), they must present the projected financial statements of the issuer, annually, for a period of three years, the cash flow and projections that reflect the issuer's payment capacity in that same period, as well as the basic assumptions of projections used for the preparation, which will be presented by the method used by the issuer in accordance with International Financial Reporting Standards. (3) In the application, the House must establish the place to receive notifications and the designation of the persons commissioned for such effect.

Application for Registration of Issuers and Issuances of Securitization Securities Art. 8.- The respective Securitization Company will be registered as a securities issuer for the issuances on behalf of the Funds it administers, for which Article 5 of these Standards shall apply, observing the corresponding Securitization regulations. (3) Art. 9.- The authorization application referred to in Article 7 of these Standards must refer to the name of the issuance, in which the name of the Fund is detailed and whether it corresponds to debt securities or equity participation in the Fund. For such purposes, in addition to the documentation indicated in said article, the following information must be attached: a) Draft of the securitization contract, according to the corresponding regulation; b) Documents corresponding to the alienation of the assets to be securitized, duly formalized when applicable; c) Report of the appraisal of the assets to be securitized issued by an expert who meets the requirements defined in the Asset Securitization Law, including the valuation methodology. This appraisal must have a validity of no more than twelve months prior to the date of initiation of the issuance authorization process; (2) d) Detail of the individualization or determination of each of the assets that make up the Fund, if applicable; e) Detailed description of the guarantees or insurances that cover the assets or rights to be securitized, if applicable, in addition, the appraisal performed by an expert, who meets the requirements defined in the Asset Securitization Law and the instrument that accredits the granting of the collateral or coverage in question must be presented; f) Description of the credit enhancement mechanisms; g) Financial model of the securitization structure; h) Legal feasibility analysis of the presented structure; i) Document explaining the procedures for the execution of mortgages or pledges in the case of Funds constituted by mortgage or pledge credits, when applicable; j) Information established in the "Technical Standards for Real Estate Securitization Funds" (NDMC -20) approved by the Central Bank through its Standards Committee, in the case of real estate securitization Funds, when applicable; (3) k) Detail of the relationship of costs, expenses, and projected income charged to the Fund; l) Service contracts to be signed by the securitization company in accordance with Article 26 of the Asset Securitization Law; m) General policies of Fund administration; n) Copy of the appointment of the securities holders' representative, the external auditor, and the fiscal agent if applicable, signed by the competent authority; and o) Other documentation and information that could be relevant for the securities holders, upon request of the Superintendent. In the application, the House must establish the place to receive notifications and the designation of the persons commissioned for such effect. In any case, prior to the submission of the application, the Securitization Company may request a meeting with the Superintendent to expose the structuring of the Fund to be constituted, in order to facilitate the authorization process of the registry entry.

Application for Registration of Issuance of Shares of Entities Authorized by the Superintendent Art. 10.- When it is a case of entities that, by virtue of the law, must be authorized by the Superintendent for the constitution and start of operations in the country and are obliged to register their shares in a Stock Exchange, they may request their registration as a securities issuer at the time of sending to the Superintendent the requirements for their start of operations. (3) The application for authorization of the registry entries in the Registry of Issuers and Securities Issuances maintained by the Superintendent, to which the previous subsection refers, must be presented through a House, for which the following documentation must be added: a) Draft prospectus of the shares, insofar as applicable in accordance with what is established in Annex No. 2 of these Standards; and b) Draft certificate that supports the corresponding shares, except when it is a case of shares represented by electronic book entries of securities in account. Art. 11.- Upon granting the authorization of Registry Entries as an issuer and of the issuance of its shares, it will be communicated to the House that managed the application, so that it within the maximum term of thirty days cancels the registration fees and sends the documentation in definitive form detailed in the previous article, for the granting of the entry

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 4 of 27 and the corresponding publication in the Official Gazette, if applicable. The House must also inform the Superintendent of the completion of these actions.

Art. 12.- The authorization of the registry entry of the issuer and the issuance of its securities shall be granted by the Superintendent, provided that the documentation and information required by these Standards are complete and accurate. The authorization shall be communicated to the House that managed the application, for the purposes of the corresponding publication and notification to the interested parties.

Art. 13.- The registry entry of the issuer and the issuance of its securities shall be valid for the term established in the respective authorization, which shall not exceed five years. Upon expiration of the term, the issuer must request the renewal of the registry entry, submitting the documentation and information required by these Standards, updated as of the date of the request.

Art. 14.- The Superintendent may request additional information or documentation from the issuer or the House at any time during the process of authorization of the registry entry or issuance, in order to verify compliance with the legal and regulatory provisions applicable to the matter.

Art. 15.- The issuer and the House shall be responsible for keeping the information and documentation submitted to the Superintendent updated, notifying any changes or modifications that may affect the accuracy or completeness of the information provided, within the term established by the Superintendent.

Art. 16.- The Superintendent may revoke the authorization of the registry entry or the issuance of securities, in the event that the issuer or the House fail to comply with the legal and regulatory provisions applicable to the matter, or if the information provided is false, inaccurate, or incomplete.

Art. 17.- The revocation of the authorization of the registry entry or the issuance of securities shall be communicated to the House that managed the application, for the purposes of the corresponding publication and notification to the interested parties. The issuer shall be obliged to cease the issuance of securities and to comply with the obligations established by the Superintendent for the protection of the rights of the securities holders.

Art. 18.- The issuer and the House shall be responsible for the payment of the fees established by the Superintendent for the authorization of the registry entry and the issuance of securities, in accordance with the tariff approved by the Superintendent.

Art. 19.- The Superintendent may establish additional requirements or procedures for the authorization of the registry entry or the issuance of securities, in the event that it considers necessary for the protection of the rights of the securities holders or for the proper functioning of the financial system.

Art. 20.- These Standards shall enter into force on the date of their publication in the Official Gazette.

San Salvador, February 19, 2015.

THE STANDARDS COMMITTEE OF THE CENTRAL RESERVE BANK OF EL SALVADOR

[Signatures]

Annex No. 1 Format for Sworn Declaration of Shareholders

Annex No. 2 Minimum Content of Issuance Prospectus

Annex No. 3 Minimum Content of Issuance Prospectus for Specific Types of Securities

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 8 of 27

corresponding registry. Once the Superintendency has issued the registry entry for the issuance, it will notify the specialized society for the deposit and custody of securities on the next business day, in accordance with what is established in Article 35 of the Law on Electronic Annotations of Securities in Account and to the Exchange that carried out the procedure. (3) From the communication of the registry entry, the Exchange may request the inscription of the issuer's shares in a stock exchange.

Request by issuers with recurrent issuances Art. 12.-When the registration of a new issuance is requested regarding an issuer to whom previous issuances have been registered, these are not obliged to send the documents supporting the information in the issuance prospectus, such as: credentials of the issuer's administrators and the business group and current bylaws, if they are updated in the Records kept by the Superintendency. (3) In the case of the financial statements of the issuer and the business group, if these are already in the possession of the Superintendency, by virtue of being supervised entities, their presentation will not be necessary, and only those corresponding to the exercises that have not been sent before the presentation of the request will be presented. (3) In any case, active issuers are obliged to keep their information updated and to comply with information requirements and material events, which will be verified in the authorization procedure for a new issuance. (3)

CHAPTER IV REGISTRY ENTRY IN THE SUPERINTENDENCY'S RECORD Art. 13.-The request for entry in the Registry of issuers or securities issuances, kept by the Superintendency, must be presented to the same, in a complete manner and with formal requirements in accordance with what is established in Article 9 of the Securities Market Law and the procedure set forth in these Standards. (3)

Authorization procedure in the Superintendency's Registry Art. 14.-Upon receipt of the authorization request for entry in the corresponding Registry, with information complete in form according to what is established in articles 7 and 9 of these Standards, the Superintendency will proceed to verify compliance with the requirements defined by the Law and these Standards, having a period of up to fifteen business days to make the entry in the corresponding Registry. Once this period has expired and without communicating observations to the Brokerage House, the Superintendency will proceed to register, the issuer or the issuance, in the corresponding Registry. (3)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 9 of 27

If the request is not accompanied by the complete information detailed in articles 7 and 9 of these Standards, the Superintendency, due to the lack of necessary requirements, may require the House 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 House when there are reasons justifying it. (3) The Superintendency in the same notice will indicate to the House that if it does not complete the information within the aforementioned period, it will proceed without further procedure to archive the request, leaving it free to present a new request. (3) If after the analysis of the documentation presented in accordance with articles 7 and 9 of these Standards, the Superintendency has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited according to the type of inscription process and what is stipulated in Article 9 of the Law; the Superintendency will notify the respective House only once to remedy the deficiencies communicated or present additional documentation or information requested. (3) The House 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. (3) 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 notified so requires. (3) Extension period (3) Art. 14-A The House may present to the Superintendency a request for extension of the period indicated in the fifth paragraph of Article 14 of these Standards, expressing the grounds on which it is based and proposing, if applicable, the pertinent proof. (3) The extension period may not exceed 10 business days and will begin from the next business day following the expiration date of the original period. (3) Suspension of the period (3) Art. 14-B The fifteen business day period indicated in Article 14 of these Standards, will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fourth paragraphs of Article 14 of these Standards, until the observations required by the Superintendency are remedied. (3) Once the documents are presented in due form, the Superintendency will proceed to

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 10 of 27 give response to the authorization request of the corresponding Registry. (3) Art. 15.-After communication of the favorable agreement to the request by the Board of Directors, the House within a maximum period of sixty business days, must make the payment of registry fees and send the following documents for the granting of the registry entry of securities issuances, as applicable to: a) Issuance of debt securities: i. Certified copy of the Testimony of the issuance deed; (5) ii. Final prospectus signed by the person authorized by the issuer to do so, including all annexes referenced therein; and iii. Documentation proving the granting of guarantees, this applies only when the issuance is fully guaranteed. b) Issuance of shares: i. Final share certificate; and ii. Final prospectus duly signed by the person authorized by the issuer to do so, including all annexes referenced therein. c) Issuance of securitization securities: i. Certified copy of the Testimony of the securitization contract; (5) ii. Final prospectus duly signed by the person authorized by the issuer to do so, including all annexes referenced therein; iii. Certified copy of the Testimony of the contract for the administration of securitized assets; (5) iv. Final documents regarding the alienation of the assets; v. Report of the appraiser of the securitized assets duly presented to the General Directorate of Internal Taxes of the Ministry of Finance, with its respective valuation methodology; vi. Documentation proving the granting of guarantees, this applies only when the issuance has them; and vii. Any other document that according to the authorized securitization structure must be granted in due form. For the case of securitization securities, prior authorization from the Superintendency of the Fund's accounting system must be obtained. Upon receipt by the Superintendency, the documentation and verified that it is in accordance with what was authorized by the Board of Directors, the Superintendency will proceed to issue the registry entry and notify the specialized society for the deposit and custody of securities in accordance with what is established in Article 35 of the Law on Electronic Annotations of Securities in Account, within a maximum period of five business days. (3)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 11 of 27

Modification of registry entry Art. 16.-When the Issuer intends to modify the characteristics of a current issuance, it must present to the Superintendency a request for authorization of modification of the registry entry of the issuance, through a House, attaching the following documentation: a) Communication of agreement of authorization of modification, issued by whoever has the corresponding approval authority, in accordance with what is established in the characteristics of the current issuance; b) Draft public deed of modification to the characteristics of the issuance; c) Explanation of the causes of the modifications made, including supporting documentation when applicable; d) Updated prospectus; and e) Risk classification report of the issuance, in the case the modifications made vary the referred report.

Archiving of proceedings initiated by registration request Art. 17.- The Superintendency will proceed without further procedure to archive the proceedings initiated in the registration procedure detailed in these Standards, when the following situations occur: a) The House has not remedied the observations or has not presented the required information, according to Article 14 of these Standards; b) The Superintendency cancels the favorable authorization for not having presented the information required in Article 15 of these Standards; or (2) c) The House presents a letter to the Superintendency, informing the desire to withdraw the request, at any time. In any case, the interested parties will maintain their right to present a new request to the Superintendency, which will give rise to a new procedure.

CHAPTER V PLACEMENT OF SERIES OR TRanches OF REGISTERED ISSUANCES Art. 18.-The competent authority of the issuer in accordance with what is established in the issuance deed, must determine the series or tranches of the issuances, after the granting of the registry entry by the Superintendency and prior to their placement. (3)

Art. 19.-For the purpose of placement of series or tranches of an issuance, the House must communicate in writing to the Superintendency, the expected date of placement, as well as its method of placement, within a minimum period of three business days prior to the expected date for the placement of the series or tranche, attaching the following documentation: (2)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 12 of 27

a) Copy of the agreement or resolution adopted by the competent authority of the issuer regarding this matter; and b) Repealed. (1) (3) Notwithstanding the above, the period for submission to the Superintendency may be shorter in accordance with the corresponding Instruction of the Stock Exchange. (4) In addition, when the series or tranches are guaranteed, they must present with five business days prior to the expected placement date: (3) a) Legal document of granting of the guarantee, as applicable; or (3) b) Testimony of the deed of granting of the guarantee, when it is constituted by a portfolio of credits, as well as the certification of the external auditor regarding the portfolio that constitutes the guarantee, including the list of credits as required by applicable standards and details thereof in printed form and in electronic spreadsheet format, containing the information established in the guarantee characteristic. For the case of issuers to whom the Bank Law applies, they must have previously obtained the communication of no objection issued by the Superintendency, regarding compliance with what is established in Article 57 of the Bank Law. Art. 20.- The Superintendency may suspend the placement of the tranche or series, when the documentation referred to in the previous article is not in accordance with what was authorized by the Board of Directors.

CHAPTER VI OTHER PROVISIONS AND VALIDITY Art. 21.-The documentation presented to the Superintendency, in compliance with what is provided in these Standards, must be in accordance with the corresponding legal formalities, especially regarding: a) The photocopies presented must be legible and certified by a Salvadoran notary; b) The signatures that match in all types of documentation must be legalized by a Salvadoran notary; c) Public or authentic documents emanating from a foreign country, as well as their photocopies, may be admitted without the need for legalization or apostille, as long as they reasonably allow verifying their authenticity, integrity, and content, in accordance with what is provided in Article 4-A of the Administrative Procedures Law; and (6) d) The lists of shareholders or directors, that are presented, must be duly signed by a person authorized to do so.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 13 of 27

Transitory Art. 22.- The requests presented in accordance with what is established in Standard RCTG-12/2010 Registration of Securities Issuers and Securities Issuances to be traded on a Stock Exchange, that were in process at the time these Standards enter into force, will be continued and concluded in accordance with the regulations under which they were initiated. Notwithstanding what is established in the previous paragraph, if six months have elapsed and the applicants have not continued with the registration procedure, prior notification by the Superintendency, the registration requests will be archived. Unforeseen Aspects Art. 23.- The aspects not provided for in regulatory matters in these Standards, will be resolved by the Standards Committee of the Central Reserve Bank of El Salvador.

Repeal Art. 24.- These Standards repeal Standard RCTG-12/2010 “Registration of Securities Issuers and Securities Issuances to be traded on a Stock Exchange” approved in Session CD-9/2010 of May 11, 2010 by the Board of Directors of the Securities Superintendency, whose Organic Law was repealed by Legislative Decree number 592 containing the Law on Supervision and Regulation of the Financial System, published in the Official Journal number 23 Volume 390 of date February 2, 2011. Validity Art. 25.- These Standards will enter into force from March 9, 2015. MODIFICATIONS:

(1) Modification approved by the Standards Committee of the Central Reserve Bank of El Salvador in Session No. CN-18/2015 of date December 17, two thousand fifteen, with validity from January 04, two thousand sixteen. (2) Modifications to articles 9, 17 and 19 and modification of Annex No. 3 approved by the Central Bank through its Standards Committee in Session No. CN-03/2019 of date February 27, two thousand nineteen, with validity from March 18, two thousand nineteen. (3) Modification to articles 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, Annex No. 2 and No.3 and incorporation of Considerations and articles 14-A and 14-B approved by the Central Bank through its Standards Committee, in Session No. CN-01/2020 of date January 9, two thousand twenty, with validity from February 03, two thousand twenty. (4) Modification to article 19 approved by the Central Bank through its Standards Committee, in Session No. CN-05/2023 of date July 20, two thousand twenty-three, with validity from July 20, two thousand twenty-three. (5) Modifications in articles 3 and 15, approved by the Central Bank through its Standards Committee, in Session CN-07/2025, of August 28, two thousand twenty-five, with

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 14 of 27 validity from September 12, two thousand twenty-five. (6) Modifications in articles 5, 7 and 21, approved by the Central Bank through its Standards Committee, in Session No. CN-04/2026 of May 25, two thousand twenty-six, with validity from June 9, two thousand twenty-six.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 15 of 27 Annex No.1

MODEL OF SWORN DECLARATION FOR ISSUER SHAREHOLDERS

I, _____________________________, (on behalf of the society _________________), shareholder of the society ________________, with 10% or more of participation in the capital, declare under oath that:

  1. I am not (or it is not) a debtor (a) of the financial system for credits to which a sanity reserve of fifty percent or more of the outstanding balance has been constituted.
  2. I am not (or it is not) in a state of bankruptcy or insolvency.
  3. I have not been convicted of a crime related to the administration of an institution or national company. San Salvador, _____ of ______________ of _____

Name and Signature ID Number

NOTARY CERTIFICATION

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 16 of 27 Annex No.2 CONTENT OF ISSUANCE PROSPECTUS The issuance prospectus must contain, in the cases that apply according to the type of securities to be issued, at least the following information:

  1. Cover, which must contain as a minimum: a) Name of the issuer; b) Designation of the issuance; c) Main characteristics of the issuance; d) Date: Indicate the month and year of preparation of the prospectus; e) Literal Reasons: i) "The securities subject of this offer are registered in the Public Registry of the Superintendency. Its registration does not imply certification on the quality of the value or the solvency of the issuer"; ii) "The inscription of the issuance in the stock exchange does not imply certification on the quality of the value or the solvency of the issuer"; and iii) "It is the responsibility of the investor to read the information contained in this prospectus"; iv) If the issuance is guaranteed by other societies, the following must be indicated: "The guarantor of this issuance is jointly responsible for the payment of capital and interest of the present issuance". f) Designation of the House; g) Social denomination of the structurer; h) Risk classification granted; and i) References of authorization of inscription in the respective stock exchange and authorization of registry entry in the Public Registry kept by the Superintendency, of the issuer and of the issuance.
  2. Back cover which must contain the following information of the issuer, of the House, of the structurer, of the Stock Exchange, of the external auditors, of the legal advisors and of any other natural or legal person who has intervened in the structuring of the issuance: Name, address, website, telephone, fax, email of the person designated as contact.
  3. Index.
  4. Declaration of truthfulness of the information contained in the Prospectus which must be granted by the Legal Representative or proxy of the issuer in a notarial deed.
  5. Presentation of the prospectus signed by the person authorized to do so.
  6. History and data of the issuer, including current legal personality of the issuer, brief description of the business of the issuer including its main activities whether local or international and the organizational chart thereof.
  7. Relevant information of the issuer (including lawsuits promoted against it and sentences condemning payment that may affect or decrease the payment capacity of the issuer with respect to the corresponding issuance).
  8. List of the Board of Directors of the issuer, with the data of inscription in the Commerce Registry, and the term of validity thereof.
  9. Brief curriculum vitae of the president, of the general manager or executive director or whoever acts in their place and of the main executives of the issuer.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 17 of 27 Annex No. 2 10) In the event that the issuer belongs to a business group, it must also include the names of the companies, with the respective shareholdings where applicable: a) The controlling company of the issuer; b) The affiliated and related companies of the issuer; c) The subsidiaries of the issuer; d) Those of other companies that are part of the business group; e) Brief description of the business group, the issuer's position within the group; and f) The proportion of voting rights of the issuer with respect to the subsidiaries and the controlling company. 11) Characteristics of the issuance, which must contain at minimum: a) Name of the issuer; b) Name of the issuance; c) Nature of the security; d) Class of security (when referring to shares, specify: the series, whether common or preferred); e) Amount of the issuance (when referring to shares, it must separate the amount of total social capital from the number of shares, minimum social capital, and variable social capital); f) Minimum value and contracting multiples of book-entry securities, or par value when they are shares; g) Trading currency; h) Form of representation of the securities: by book-entry securities or, in the case of shares, represented by share certificates; i) Transfer of the securities: State that transfers of securities represented by book entries will be carried out through accounting transfer; j) Redemption of the securities: Detail the conditions under which the securities will be redeemed, or state that it does not apply; k) Term of the issuance; l) Form and place of payment: Detail the payment conditions for principal and interest; (3) m) Backing or guarantee of the issuance: Explain what the special backing or guarantee refers to, or inform that it does not have specific backing or guarantee; If the issuance has specific guarantee, it must be expressed what it consists of, with all its characteristics, including the procedure and jurisdiction in which the guarantee will be claimed or enforced by the security holders; n) Use of proceeds; o) Negotiability in the corresponding Stock Exchange; p) Structuring of the tranches to be traded from the issuance, detailing the generalities of how the tranches will be structured; q) Yield: interest or discount rate applicable throughout the validity period of the issuance; when referring to shares, it must be replaced by dividend policy; r) Default interest: detail all conditions related to interest arising in case of default in the payment of principal;

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 18 of 27 Annex No. 2

s) Custody and deposit, detail, when applicable, that the issuance of the securities will be deposited in the electronic records kept by the specialized company in the deposit and custody of securities contracted; t) Repealed; (3) u) Modification to the characteristics of the issuance; clearly indicating the procedure to follow to request approval of modifications; v) Trading term; w) When they are shares, the detail of the main rights and obligations according to the Commercial Code; x) The risk classifications assigned to the issuance, the names of the rating agencies, the meaning of the assigned classification, and the date of the financial information used to prepare the opinion; y) Payment priority; and z) Capital amortization: Detail the conditions under which the capital will be amortized, including content tables. (3) 12) Authorizations of the issuance: a) Date and session of the competent authority of the issuer that authorized the issuance; and b) Date and session of the Board of Directors of the Superintendence that authorized the registry entry of the securities issuance. 13) Financial information: a) Audited financial statements, unconsolidated and consolidated in case of belonging to a business group, external auditor's report, and notes to the financial statements for at least two prior fiscal years; b) Financial statements of the issuer as of the most recent date, which must be from the two months prior to the date of submission of the documents to the Superintendence; (3) c) Financial indicators and their meaning, for the two prior fiscal years and as of a recent date, that is, from the last two months with respect to the date of submission of the documents to the Superintendence; and (3) d) Consolidated financial statements of the controlling company of the issuer. 14) Complete reports of the risk classifications corresponding to the issuance or to the issuer in the case of shares. 15) Risk factors of the issuer and of the issuance. 16) Procedure to be followed in case of default or judicial action against the issuer. 17) Last corporate governance report approved by the General Shareholders' Meeting of the issuer and reference to the issuer's website or offices where the policies and corporate governance code adopted by the issuer can be consulted. 18) Issuer's practices and policies in risk management. 19) Any other information about the issuer that is considered important to make known to the investing public, such as: the executive body of the issuing company, location of its agencies and branches, other services provided by the issuer, among others.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 19 of 27 Annex No. 3 PROSPECTUS FOR OFFERING OF SECURITIZED ASSET ISSUANCES The issuance prospectus must contain, in applicable cases according to the type of securitized assets backing the issuance, at least the following information:

  1. Cover, which must contain at minimum: a) Corporate name of the Securitization Company; b) Name of the Fund; c) The amount of the issuance, detail of the tranches with amounts; d) Nature of the asset to be securitized and the total value of the assets; e) Corporate name of the issuer (Securitization Company in charge of the securitization Fund), structuring agent (Securitization Company), House and representative of security holders. f) Main characteristics of the issuance; g) References of: i) Authorizations by the competent body of the issuer, to be registered in a Stock Exchange and registered with the Superintendence as an issuer and of the Issuance; ii) Number and date of Board of Directors meeting minutes that authorized the registration in a Stock Exchange and of the registration authorized by the Board of Directors of the Superintendence; and iii) Reference to the deed of the securitization contract of securitized assets, with the references of the same, signed by the Securitization Company and the representative of holders. h) Literal reasons: i) "The securities subject of this offering are recorded in the Public Registry of the Superintendence. Its registration does not imply certification on the quality of the security or the solvency of the issuer"; ii) "The registration of the issuance in the stock exchange does not imply certification on the quality of the security or the solvency of the issuer"; iii) "It is the investor's responsibility to read the information contained in this prospectus"; and iv) If the issuance is backed by other companies, the following must be indicated: "The guarantor of this issuance is jointly and severally liable for the payment of principal and interest of the present issuance". i) Date: Indicate the month and year of preparation of the prospectus.
  2. Back cover, which must contain the following information of the Securitization Company, the brokerage house, the external auditor, the legal advisor, and any other natural or legal person providing services to the securitization fund: Name, address, website, telephone, as well as the email of the person designated as contact.
  3. Index.
  4. Declaration of truthfulness of the information contained in the Prospectus, which must be granted by the Legal Representative or attorney-in-fact of the Securitization Company in a notarial deed.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 20 of 27 Annex No. 3 5) Presentation of the prospectus, which must be signed by the legal representative of the Securitization Company, acting in its capacity as administrator of the respective Fund. 6) Approvals of the Issuance. References of: a) Authorizations by the competent body of the issuer of the registry entry in the Public Registry kept by the Superintendence, as an issuer and of the securities issuance; b) Number and date of sessions of the Board of Directors of the Superintendence, which authorized the registry entry of the Securitization Company as issuer in charge of the respective securitization Fund and the securities issuance; and c) Reference to the deed of the securitization contract of securitized assets (specifying the type of assets involved), with the references of the same, signed by the Securitization Company and the representative of holders. 7) Characteristics of the Issuance. Must contain at minimum, information referring to: a) Corporate name of the Securitization Company; b) Name of the issuance, stating whether they correspond to debt securities or participation in an estate and the name of the corresponding Fund; c) Class of security; d) Nature of the security: Specify that it refers to securities representing participation in a collective credit held by a Fund or in the estate of a Fund, as defined in Art. 73 of the Securitization of Assets Law; e) Form of representation: by book-entry securities; f) Trading currency; g) Minimum value and contracting multiples of book-entry securities; h) Term of the issuance; i) Use of proceeds; j) Negotiability in the respective Stock Exchange; k) Interest or dividends: Specify the conditions related to the payment of interest or dividends considering the nature of the issued securities in accordance with what is established in article 73 of the Securitization of Assets Law, including the policy for distribution of benefits obtained by the Fund; (2) l) Default interest: Detail all conditions related to interest arising in case of default in the payment of principal; m) Structuring of the tranches to be traded: Detail the generalities of how the tranches will be structured; n) Payment priority; o) Form and place of payment: Detail the payment conditions for principal and interest; p) Guarantee of the issuance: If the issuance has specific guarantee, it must be expressed what it consists of, with all its characteristics, including the procedure and jurisdiction in which the guarantee will be claimed or enforced by the security holders;

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 21 of 27 Annex No. 3 If the issuance has specific guarantee, it must be expressed what it consists of, with all its characteristics, including the procedure and jurisdiction in which the guarantee will be claimed or enforced by the security holders; q) Transfer of the securities: State that transfers of securities represented by book entries will be carried out through accounting transfer; r) Redemption of the securities: Detail the conditions under which the securities will be redeemed or state that it does not apply; s) Capital amortization: Detail the conditions under which the capital will be amortized, including content tables; t) Trading term: Expose the term with which the Securitization Company has to negotiate according to the Securitization of Assets Law. (3) i) Repealed (3) ii) Repealed (3) u) Modifications to the characteristics of the issuance, clearly indicating the procedure to follow to request approval of modifications; v) Custody and deposit: Detail that the issuance of the securities will be deposited in the electronic records kept by the specialized company in the deposit and custody of securities contracted, for which it will be necessary to present the testimony of the corresponding securitization contract in favor of the depositary and the certification of the registry entry issued by the Superintendence, referred to in the final paragraph of article 35 of the Book-Entry Securities Law; w) Risk classification: Detail the assigned risk category and its meaning or implications, reference date of the classification and of the financial information used as a basis for the classification, as well as the name of the risk rating company; and x) Procedure to be followed in case of default or judicial action against the Securitization Company. 8) Information of the Securitization Company: a) Corporate name, trade name, Tax Identification Number, registration numbers and date of inscription in the Registry, address of the main office, telephone and fax numbers, email, internet site address; b) Detail of the shareholders, whether natural or legal persons, owner, directly or through an intermediary, individually or jointly with other shareholders, of more than fifty percent of the shares representing the capital. And in case the above do not exist, detail the shareholders owning directly or through an intermediary, individually or jointly with other shareholders, ten percent or more of the shares representing the capital; c) Detail the issuances registered in the Public Registry for a maximum of the five prior years to the present prospectus, indicating: name, amount, securitized assets, and registration date; d) List of the Board of Directors, general manager or executive directors of the Securitization Company detailing the number of registry entry in the Public Registry and a summary of their curriculum vitae;

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 22 of 27 Annex No. 3 e) Relevant information (including litigation promoted against it); f) In case the Securitization Company belongs to a business group, it must include a brief description of the group and the position of the Securitization Company within it; as well as the names with the respective shareholdings of the companies that are part of the group and when applicable regarding: i) The affiliated and related entities with the Securitization Company; and ii) The subsidiary entities of the Securitization Company. 9) Securitised assets: a) Description of the nature of the assets, including any background that is relevant to understand the nature of the type of asset to be securitized; b) Main characteristics of the assets to be securitized, as applicable: number of assets or rights, total value and percentage representation with respect to the amount of the issuance (which must not exceed 100%), term of the assets, and any indicator that is relevant to describe the securitized assets; c) Present, when applicable, the individualization or determination of each of the assets that make up the Fund; d) Description of the expiration term of the assets transferred to the Fund, when applicable; e) Description of the technical procedure for valuing the assets to be securitized and of the Fund; f) Clauses regarding the procedure for substitution of assets of the securitized fund. Including characteristics, such as: amount, term, and percentages to be substituted; g) Indicate the proportion or reserve margin existing between the value of the assets subject to mobilization and the value of the issued titles when applicable; h) For the case of Funds formed by mortgage or pledge portfolios, it must additionally include, as applicable: i) Criteria for the application of prepayments of credits; ii) Criteria for the treatment of open mortgages, if applicable; iii) Description of execution procedures; iv) Debt policy that the Fund will apply, including aspects such as: levels, causes, and administration of debt; v) Reinvestment policy in credit portfolio; and vi) Selection of appraisers, according to current regulations. i) For the case of Real Estate Funds, it must additionally include: i) Minimum characteristics or conditions required of the construction companies in charge of the administration and execution of the projects in which the Fund is involved, as well as the guarantees that will be required for the fulfillment of their obligations; (2)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND SECURITIES OFFERINGS TO THE PUBLIC Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 23 of 27 Annex No. 3 ii) Criteria for the selection of appraisers, specifying the periodicity of the appraisals. The valuation must be carried out by an appraiser registered with the Superintendence; (2) iii) Policy to be applied in the supervision of construction projects; iv) Financing policy that the Fund will apply, establishing the limits of maximum financing on the value of the autonomous estate, levels, causes, and administration thereof; as well as the situations in which the Extraordinary General Meeting of Security Holders may authorize the contracting of financing, as well as the transfer or granting of the Fund's assets as guarantee; (2) v) Reinvestment policy in real estate or other assets; vi) Description of insurance against risks covering real estate, specifying the risks covered and excluded; (2) vii) Procedures, policies, and guidelines for the development, construction, or performance of real estate projects referred to in article 46 of the Securitization of Assets Law; (2) viii) Conditions for the administration of real estate, attending to the object established by the Fund; (2) ix) Policies and guidelines for the administration of real estate assets regarding their leasing in general, detailing whether subleasing will be allowed; (2) x) Policies and procedures regarding collection management for lease payments, delays in lease payments, or others; (2) xi) Policies and procedures regarding the estimation and management of doubtful collection lease amounts; (2) xii) Policies and guidelines for maintenance, repairs, remodeling, improvements, and expansions; (2) xiii) Policies and procedures regarding the contracting of services; (2) xiv) Guarantee policies for the fulfillment of obligations of professionals or companies contracted for the Fund; (2) xv) General criteria for the contracting of professionals who provide services to the Fund, the accountability of their performance, as well as the management of potential conflicts of interest; (2) and xvi) For the case of Funds constituted with real estate to be built, it must additionally include the following: (2) xvi.i) Description of the real estate development project, which must detail its stages, when applicable; xvi.ii) Geographic location of the project; xvi.iii) Period in which the construction project is estimated to be developed; xvi.iv) Authorizations or permits of the project, specifying a detail of the same; and

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 24 of 27 Annex No. 3

xvi.v) Mechanisms foreseen for the marketing and sale of the Project of the Real Estate Securitization Fund.

  1. Originator Information: a) Legal name of the asset originator, indicating the economic sector in which it participates and a brief description of the activities and businesses it conducts; and b) Indicate any relevant relationship, whether ownership, commercial or otherwise, that exists with other participants in the securitization process. (Relationships arising as a product of the issuance are excluded).

  2. Risk Factors: a) Explanation of the risk factors that could affect the securitized assets and the generation of their cash flows; b) Explanation of the specific risk factors of the originator and its economic sector, as well as the effect these may have on the issuance; c) Explanation of risk factors in the case of existing or constructed Real Estate Securitization Funds, considering at least the following risks: (2) i. Price risk; ii. Counterparty risk in the acquisition and sale of real estate; iii. Deterioration and adaptation risk of real estate; iv. Disaster risk; v. Vacancy risk, where applicable; and vi. Other risks associated with the nature of the Real Estate Securitization Fund. d) Explanation of risk factors in the case of existing or constructed Real Estate Securitization Funds, considering at least the following risks: (2) i. Disaster risk; ii. Risks associated with project financing; iii. Construction failure risks; iv. Risk in the estimation or contraction of demand; v. Risks associated with the increase in costs in the development of the project; vi. Risks associated with the established times or schedules for the development of the project; vii. Risks associated with incompatibilities of the technical specifications established in the feasibility study or in the plans, in the development of the project; viii. Legal risks derived from the non-compliance of contracts made with third parties for the development of the project; and ix. Other operational risks consistent with the nature of the project. e) Description of other risk factors that may affect the issuance. (2)

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 25 of 27 Annex No. 3

  1. Losses and Early Redemption: a) Explanation of the responsibility assumed by security holders in case of losses and early redemption of the issuance, as well as the procedure to be followed, in accordance with the provisions of Articles 74 and 75 of the Asset Securitization Law; and b) Detail of the conditions for early redemption at the option of the Securitization Company.

  2. Administration of Secured Assets: a) Legal name of the asset administrator, office address, telephone number, fax, and website address; b) Detail of shareholders holding more than 10% of the capital stock of the administrator; and, in the case of legal entities holding more than 50% of the capital stock, detail of the shareholders holding more than 10% of the capital stock of the entity in question; c) Policies for the administration of the securitized assets; d) Detail of the regime for the withdrawal of extraordinary assets and the manner of disposing of remaining goods; and e) Indicate any relevant relationship, whether ownership, commercial or otherwise, that exists with other participants in the securitization process. (Relationships arising as a product of the issuance are excluded).

  3. Custody of Secured Assets: a) Legal name of the custodian(s) of the assets, indicating whether all or part of the securitized assets will be delivered for custody; b) Detail of the main obligations of the custodian(s) of the securitized assets; or of the custody policies when the Securitization Company maintains custody of them; c) Detail of the shareholders, whether natural or legal persons, owner, directly or through an intermediary, individually or jointly with other shareholders, of more than fifty percent of the shares representing the capital. And in the absence of the aforementioned, detail the shareholders owning directly or through an intermediary, individually or jointly with other shareholders, ten percent or more of the shares representing the capital; d) Indicate any relevant relationship, whether ownership, commercial or otherwise, that exists with other participants in the securitization process (relationships arising as a product of the issuance are excluded); and e) In the event that part or all of the assets are custodied by the Securitization Company, the reasons for this fact and the additional measures considered for the safeguarding of these assets must be indicated.

  4. Risk Classification: Attach the complete risk classification report of the issuance.

  5. Representative of Security Holders: a) Legal name of the Representative of Security Holders, office address, telephone number, fax, and website address. Reference of the authorization granted by the Superintendency to be a representative of security holders, where applicable;

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 26 of 27 Annex No. 3

b) Reference to the appointment by the Securitization Company to be a representative of security holders issued on behalf of the Fund; c) Detail of shareholders holding more than 10% of the capital stock of the representative of security holders; and, in the case of legal entities holding more than 50% of the capital stock, detail of the shareholders holding more than 10% of the capital stock of the entity in question; d) Indicate any relevant relationship, whether ownership, commercial or otherwise, that exists with other participants in the securitization process (relationships arising as a product of the issuance are excluded); e) Main information obligations that the representative must provide to security holders and to the Superintendency; f) Detail of the main control powers attributed to the representative of security holders, including among others the obligations established in Articles 78 and 80 of the Asset Securitization Law; and g) Detail of the main rights of security holders, as defined in Article 79 of the Asset Securitization Law.

  1. Financial Information to Security Holders: a) Audited financial statements of the Securitization Company and the Fund as of the date of preparation of the prospectus; b) Frequency and manner of providing financial reports to security holders; and c) Locations for obtaining financial statements. Briefly indicate that the last audited annual financial statement and its respective reasoned analysis are available at the offices of the Securitization Company, at the Superintendency, and at the offices of the underwriters, if applicable. The same information must be provided regarding the last individual and consolidated quarterly report (where applicable).

  2. Information on services contracted by the Securitization Company: a) Information on External Auditors for the period covered by the financial information attached to the prospectus: Name, address, contact, telephone numbers, website, registration number in the Council for the Supervision of the Public Accounting and Auditing Profession, and registration entry number at the Superintendency; b) Information on the appraiser: Name, address, website, telephone, as well as the name and email address of the person designated as contact; c) Information on the legal advisors of the Securitization Company: Name, address, telephone, contact, website, email address of the person designated as contact; and d) Information on any other third party providing services to the securitization fund.

  3. Taxes and Levies: a) Clear description of the applicable tax regime, literally transcribing the applicable legal provisions; and b) Indicate the percentage of taxation on the income of natural and legal persons derived from the issuance.

CNBCR-05/2015 NRP-10 TECHNICAL STANDARDS FOR THE AUTHORIZATION AND REGISTRATION OF ISSUERS AND PUBLIC OFFERING SECURITIES ISSUANCES Approval: 02/19/2015 Validity: 03/09/2015 Alameda Juan Pablo II, between 15 and 17 North Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 27 of 27 Annex No. 3

  1. Costs and Expenses. Detail specifically all costs associated with the process, detailing at least the following: a) Commissions and expenses of the issuance that will be charged to the Fund, such as payments to intermediaries, advisors, risk classifiers, custodians, asset administrators, taxes, registration (Superintendency, Stock Exchange, and any other entity), advertising, and placement. The calculation base used must be specified; and b) Clearly, truthfully, and accurately indicate the conditions for the acquisition of securities issued through securitization processes, including the commissions that will be borne by investors.

  2. Any other information of the Securitization Company that is considered important to make known to the investing public, such as: information on the Fund's financial statements, relevant events, places to obtain information on the Fund, procedures, deadlines, and rules for investor attention, among others. (2)

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