Technical Standards for the Submission and Disclosure of Information by Originator Companies and Bondholders' Representatives — SSF — SV

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024

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

CONSIDERING:
I. That Article 77 of the Asset Securitization Law establishes that the Superintendence will issue general technical standards regarding the content and frequency of information that the Originator must make available to it, to the Representative of the Bondholders, and to the Bondholders regarding each of the Funds it administers; it will also issue general technical standards regarding the information obligations of the Representative of the Bondholders, a regulatory authority that, by virtue of the entry into force of the Law on Supervision and Regulation of the Financial System, was transferred to the Central Reserve Bank, through its Committee of Standards.
II. That Article 83, first paragraph, of the Asset Securitization Law establishes that, in addition to banks and brokerage houses, other legal entities authorized by the Financial System Superintendence may serve as Representative of the Bondholders.
III. That Article 34 of the Securities Market Law establishes the obligation of entities registered in the Public Stock Registry to inform the Financial System Superintendence of any fact or essential information regarding themselves that could positively or negatively and significantly affect their legal, economic, and financial situation or the position of the company or its securities in the market.
IV. That Article 2 of the Regulations of the Securities Market Law establishes that the Public Stock Registry shall be governed especially by the provisions of the Securities Market Law and by those contained in said Regulations and by the instructions, norms, and resolutions emanating from the Board of Directors of the Superintendence of Securities, now the Financial System Superintendence, a regulatory authority that, by virtue of the entry into force of the Law on Supervision and Regulation of the Financial System, was transferred to the Central Reserve Bank, through its Committee of Standards.
V. That Article 7, letters q) and u), of the Law on Supervision and Regulation of the Financial System establish that originators and other operations specified by the laws are subject to the provisions of the Law on Supervision and Regulation of the Financial System and therefore to the supervision of the Financial System Superintendence.

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024
VI. That Article 35, letter h), of the Law on Supervision and Regulation of the Financial System establishes that Supervised Entities shall have the obligation to ensure adequate disclosure of information, the timely availability of relevant information regarding the performance of activities, the transparency of operations, and the economic and financial status for decision-making by their governing bodies.
VII. That Article 35, letter m), of the Law on Supervision and Regulation of the Financial System stipulates that directors, managers, and other officials holding positions of direction or administration of the members of the financial system must inform the Superintendence of all relevant facts, as determined in the technical standards issued for that effect.
VIII. That Article 99, letter b), of the Law on Supervision and Regulation of the Financial System regulates that the Committee of Standards of the Central Reserve Bank of El Salvador is responsible for approving technical standards so that members of the financial system provide the public with sufficient and timely information regarding the legal, economic, and financial aspects of each, in accordance with the laws regulating them, as well as regarding the products and services they offer.

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

TECHNICAL STANDARDS FOR THE SUBMISSION AND DISCLOSURE OF INFORMATION BY ORIGINATOR COMPANIES AND THE REPRESENTATIVES OF BONDHOLDERS

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to develop the submission and disclosure of information by Originator Companies to Bondholders, Representatives of Bondholders, and the Financial System Superintendence, regarding essential information or relevant facts and information relative to the Funds they administer, as well as the disclosure and submission of information by Representatives of Bondholders to the Financial System Superintendence.

Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are the following:
a) Originator Companies; and b) Representatives of Bondholders.

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Fund(s): Securitization Funds; b) Securitization Law: Asset Securitization Law; c) Registry: Public Registry of the Financial System Superintendence; d) Representative of Bondholders: Representative of Bondholders of Securities; e) Superintendence: Financial System Superintendence; and f) Originator: Originator company registered with the Financial System Superintendence.

CHAPTER II
ESSENTIAL INFORMATION OR RELEVANT FACTS OF THE ORIGINATOR

Essential information or relevant facts
Art. 4.- Essential information or relevant fact is considered any concrete fact or non-routine situation that, qualitatively or quantitatively, may significantly influence, positively or negatively, the legal, reputational, economic, administrative, or financial situation of the Originator and the Funds it administers. The Originator will disclose in each case whether a specific fact or decision constitutes relevant facts in accordance with its respective internal policies and what is established in these Standards. The disclosure and communication made by the Originator regarding relevant fact information must be in accordance with what is established in these Standards.

Disclosure and communication of essential information or relevant facts Art. 5.- Originators must communicate any relevant fact or information, related to the Funds they administer or regarding themselves, on the next business day after the fact has occurred or knowledge of said fact has been obtained, to the Representative of Bondholders and to the Superintendence, in accordance with what is established in Annex No. 1 of these Standards.

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024
Essential information and relevant facts related to the Originator Art. 6.- For the purposes of these Standards, examples of essential information or relevant facts regarding the Originator include any modification or information related to the following aspects:
a) Changes in domicile, address, telephone, email; b) Changes in controlling or relevant shareholders, administrators, or legal representatives; c) Changes in the organizational structure of the Originator; d) Changes in the members of governing bodies: Board of Directors, General Management, Executive Director, personnel with managerial positions, auditors, liquidators, legal representatives, or general administrative attorneys, as well as the reasons that motivated them; e) Call for General Shareholders' Meetings, as well as the agreements adopted therein; f) Distribution of profits, whether through cash dividend payments or capitalization, revaluation of fixed assets; g) Strategic alliances with other companies; h) Investments in the capital of other companies; i) Seizure of assets of the Originator; j) Interventions by supervisory entities; k) Issuances; l) Changes in clauses of the deed of incorporation: increase or decrease of social capital, change of corporate name, other changes that modify the clauses of the partnership agreement; m) Modification of bylaws; n) Appointment of External and Statutory Auditor; and o) Process of merger, dissolution, and liquidation of the Originator.

The Originator will be responsible for treating essential information or relevant facts in accordance with the characteristics established in Articles 4, 10, and 11 of these Standards, as well as the relevant facts referenced in the [missing text] approved by the Central Bank through its Committee of Standards.

Essential information or relevant facts related to the Fund Art. 7.- For the purposes of these Standards, examples of essential information or relevant facts regarding the Funds administered by the Originator include any modification or information related to the following aspects:
a) Changes in the Administration of the Securitization Fund, in the case of transfer of a Fund that proceeds in accordance with the Securitization Law; b) Substitution of assets; c) Appointment of liquidators of the Securitization Fund,

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024 d) Payment of amortizations and yields of the securities issued against the Securitization Funds administered; e) Method of establishing the guarantee established in the Securitization Contract and changes in its amount; f) Subscription of contracts with companies specialized in the deposit and custody of securities; g) Process of transfer and liquidation of Funds that proceeds in accordance with the Securitization Law; h) Modifications to the offering prospectuses of securitized securities issuances approved by the Superintendence; i) Essential information or relevant facts that the Originator is certain about regarding companies, Investment Funds, or any issuance in which the resources of the Funds administered by the Originator are invested; j) Hiring or resignation of the External and Statutory Auditor; k) Initial designation and changes in the Representative of Bondholders of a Securitization Fund; l) Update of the risk classification of the Fund; and m) Subscription or changes in securitization contracts.

CHAPTER III
ESSENTIAL INFORMATION OR RELEVANT FACTS OF THE REPRESENTATIVE OF BONDHOLDERS

Essential information or relevant facts related to the Representative of Bondholders Art. 8.- Essential information or relevant fact is considered any concrete fact or non-routine situation that, qualitatively or quantitatively, may significantly influence, positively or negatively, the legal, reputational, economic, administrative, or financial situation of the Securitization Fund and the Representative of Bondholders. The Representative of Bondholders must communicate to the Superintendence by the means it determines, in accordance with what is established in Annex No. 1 of these Standards, any relevant fact or information on the next business day after it has occurred or knowledge of said fact has been obtained, which may be derived from situations that prevent the normal development of the Fund or affect the interests of bondholders or the market.

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024
Essential information or relevant facts related to the Representative of Bondholders Art. 9.- For the purposes of these Standards, examples of essential information or relevant facts regarding Representatives of Bondholders include any modification or information related to the following aspects:
a) Changes in domicile, address, telephone, email; b) Changes in the organizational structure of the Representative of Bondholders; c) The resignation and designation of the new Representative of Bondholders, who must meet the requirements defined in the Securitization Law; d) Notices calling for the General and Extraordinary Meetings of Bondholders; e) Changes in the members of governing bodies: Board of Directors, General Management, Executive Director, personnel with managerial positions, auditors, liquidators, legal representatives, or general administrative attorneys, as well as the reasons that motivated them; and f) Appointment of External and Statutory Auditor.

The Representative of Bondholders will be responsible for treating essential information or relevant facts in accordance with the characteristics established in Articles 8, 10, and 11 of these Standards.

CHAPTER IV
RESPONSIBILITY FOR COMMUNICATION OF RELEVANT FACTS OF THE ORIGINATOR AND OF THE REPRESENTATIVES OF BONDHOLDERS

Responsible Parties
Art. 10.- Originators and Representatives of Bondholders must appoint a delegate, who will be responsible for the submission of essential information or relevant facts to the Superintendence, in accordance with what is provided in these Standards. Such designation, as well as any modification thereof, must be approved by the Board of Directors of the Originator or by an official designated by it and communicated officially to the Superintendence within a maximum period of two business days from its appointment.

The delegate appointed as responsible for sending the information must perform the following functions and have the following powers:
a) Qualify facts as relevant; b) Be authorized to respond officially on behalf of the Originator and the Representative of Bondholders, and effectively address information requests regarding essential information or relevant facts made by the Superintendence; c) Have access to the directors and administrators of the entity, if necessary, in order to effectively corroborate relevant information in cases where necessary; and d) Other powers and activities that the Board of Directors considers necessary.

The delegate appointed by Originators and the Representative of Bondholders will be designated and accredited before the Superintendence.
In any case, Originators and the Representative of Bondholders may appoint a substitute delegate, so that, in the absence of the principal delegate, the activities regulated in these Standards can continue to be carried out. Their appointment will be made in the same manner as the principal delegate.

Internal policies and procedures
Art. 11.- Originators must have clear policies and procedures, approved by the Board of Directors, for the identification and handling of essential information or relevant facts, which include aspects such as:
a) Mechanisms for identifying relevant facts; b) Designation of persons responsible for reporting essential information or relevant facts. c) Policy for handling confidential information in accordance with what is established in Article 35 of the Securities Market Law and in Article 35, letter c), of the Law on Supervision and Regulation of the Financial System, which includes procedures for identifying confidential or privileged information and incorporates potential events that can be classified as confidential or privileged information; and d) Identification of persons with access to confidential or privileged information, as well as the deduction of responsibilities and behavioral standards of said persons.

In the case of Representatives of Bondholders, they must comply with what is established in letters a) and b).

The internal policies and procedures approved by the Board of Directors must be submitted to the Superintendence within the first ten business days after their approval or respective modification.

Additionally, Originators must keep an internal record of the essential information or relevant facts that have been identified and disclosed in accordance with these Standards, which must include, at least, the content required in Annex No. 1 of these Standards and reference to the documentation that accredits the truthfulness of the communicated fact. Said record and documentation must be available to the Superintendence at the moment it is requested.

The internal record of relevant fact information may be kept physically or electronically, in accordance with the internal policies of each entity.

Content of relevant facts
Art. 12.- Originators and Representatives of Bondholders must disclose their relevant facts in a timely, truthful, objective, clear, and sufficient manner in a communication so as not to leave doubt to interested parties; they must include the elements defined in Annex No. 1 of these Standards.

The communication may be disclosed on their website, visibly and with the same content as communicated to the Superintendence. Additionally, they will keep it available in their offices, no later than the next business day after the fact occurs or becomes known to them.

The timeliness of this relevant fact communication is the responsibility of [missing text].

Originators and Representatives of Bondholders may not disclose essential information or relevant facts through other means without having previously communicated it to the Superintendence in accordance with what is established in these Standards.

Originators and Representatives of Bondholders may keep essential information or relevant facts published on their website for a period of two years from their communication.

The Superintendence may request clarifications it deems convenient regarding the information provided regarding relevant facts.

Confidential information
Art. 13.- In accordance with what is established in Article 35 of the Securities Market Law, the Originator, with the unanimous approval of the directors, may give the character of confidential to facts or antecedents related to pending negotiations that, if known, could prejudice their outcome and, consequently, affect the interest of the issuer.

The classification of a fact or confidential information must be communicated to the Superintendence, by the means it determines, no later than the next business day after its adoption.

NDMC-34
INFORMATION BY ORIGINATOR COMPANIES AND THE
REPRESENTATIVES OF BONDHOLDERS
Approval: 01/31/2024
Validity: 02/15/2024
Confidential information cannot be invoked against judicial requirements or those based on a legal faculty.

Communication of confidential information
Art. 14.- The communication to the Superintendence of confidential information must include at least the following:
a) CONFIDENTIAL INFORMATION b) A clear and detailed description of the fact, specifying the dates on which the fact occurred or that it was known to the entity; c) Certification of the Board of Directors' agreement where it was approved unanimously to declare one or more facts as confidential or reserved; d) The reasons why it is requested to maintain the notified fact with a confidential character; e) List of persons who have access to the information intended to be kept confidential; f) Period during which it is requested to maintain the fact with a confidential character, as well as the justifications for the same; and g) Measures adopted by the entity to guarantee the confidentiality and reservation of the notified information, in order to avoid its disclosure and improper use.

Once the reservation period established in the initial notification of the fact has elapsed and in case the reasons that motivated the classification persist, the Originator may maintain such classification provided that it notifies the Superintendence again, attaching the reasons that motivate maintaining such classification.

If before the expiration of the original period or its extensions the reasons that gave rise to the information being considered as confidential disappear, the Originator will be obligated to inform the Superintendence and, when applicable, the corresponding stock exchange, pa[missing text]