Technical Standards for the Submission and Disclosure of Information by Securitization Companies and Representatives of Security Holders

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-01/2024
NDMC-34
TECHNICAL STANDARDS FOR THE SUBMISSION AND DISCLOSURE OF INFORMATION BY SECURITIZATION COMPANIES AND REPRESENTATIVES OF SECURITY HOLDERS Approval: 31/01/2024 Validity: 15/02/2024

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

CONSIDERING:
I. That Article 77 of the Asset Securitization Law establishes that the Superintendency will issue technical norms of a general nature regarding the content and periodicity of the information that the Securitization Company must make available to it, to the Representative of the Security Holders, and to the Security Holders regarding each of the Funds they administer; it will also issue technical norms of a general nature regarding the information obligations of the Representative of the Security Holders, a regulatory power that, by virtue of the entry into force of the Law on Supervision and Regulation of the Financial System, was transferred to the Central Bank of Reserve, through its Committee of Standards.

II. That Article 83, first paragraph, of the Asset Securitization Law establishes that, in addition to banks and stock brokerage firms, other legal entities authorized by the Financial System Superintendency may serve as Representative of the Security Holders.

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 Superintendency of any fact or essential information regarding themselves that may 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, by those contained in the aforementioned Regulations, and by the instructions, norms, and resolutions emanating from the Board of Directors of the Securities Superintendency, now the Financial System Superintendency, a regulatory power that, by virtue of the entry into force of the Law on Supervision and Regulation of the Financial System, was transferred to the Central Bank of Reserve, through its Committee of Standards.

V. That Article 9, letters q) and u), of the Law on Supervision and Regulation of the Financial System establishes that securitization companies 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 Superintendency.

VI. That Article 35, letter h), of the Law on Supervision and Regulation of the Financial System establishes that Supervised Entities 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 management 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 Superintendency of all relevant facts, as determined in the technical regulations issued for this 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 Bank of Reserve of El Salvador is responsible for approving technical norms 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 SECURITIZATION COMPANIES AND REPRESENTATIVES OF SECURITY HOLDERS

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to develop the submission and disclosure of information by Securitization Companies to Security Holders, Representatives of Security Holders, and the Financial System Superintendency, regarding essential information or relevant events and information related to the Funds they administer, as well as the disclosure and submission of information by Representatives of Security Holders to the Financial System Superintendency.

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

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 Superintendency; d) Representative of Holders: Representative of Security Holders; e) Superintendency: Financial System Superintendency; and f) Securitization Company: Securitization company registered with the Financial System Superintendency.

CHAPTER II
ESSENTIAL INFORMATION OR RELEVANT EVENTS OF THE SECURITIZATION COMPANY

Essential information or relevant events
Art. 4.- Essential information or relevant event is considered any concrete fact or unusual situation that, qualitatively or quantitatively, may significantly influence, positively or negatively, the legal, reputational, economic, administrative, or financial situation of the Securitization Company and the Funds it administers. The Securitization Company will disclose in each case, if a specific fact or decision constitutes relevant events in accordance with their respective internal policies and the provisions of these Standards. The disclosure and communication made by the Securitization Company regarding relevant event information must be in accordance with the provisions of these Standards.

Disclosure and communication of essential information or relevant events Art. 5.- Securitization Companies 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 the fact has been obtained, to the Representative of Security Holders and to the Superintendency, in accordance with the provisions of Annex No. 1 of these Standards.

Essential information and relevant events related to the Securitization Company Art. 6.- For the purposes of these Standards, examples of essential information or relevant events regarding the Securitization Company include any modification or information related to the following aspects:
a) Changes of domicile, address, telephone, email; b) Changes in controlling or relevant shareholders, administrators, or legal representatives; c) Changes in the organizational structure of the Securitization Company; d) Changes in the members of management 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 dividends 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 Securitization Company; j) Interventions by supervisory entities; k) Issuances; l) Changes in articles of incorporation clauses: increase or decrease of social capital, change of company 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 Securitization Company.

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

Essential information or relevant events related to the Fund Art. 7.- For the purposes of these Standards, examples of essential information or relevant events regarding the Funds administered by the Securitization Company 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 as provided by the Securitization Law; b) Substitution of assets; c) Appointment of liquidators of the Securitization Fund,

d) Payment of amortizations and returns of the securities issued against the Securitization Funds it administers; e) Form of establishment of the guarantee established in the Securitization Contract and changes in the amount thereof; f) Subscription of contracts with specialized societies for the deposit and custody of securities; g) Process of transfer and liquidation of Funds as provided by the Securitization Law; h) Modifications to the offering prospectuses of securitized issuances approved by the Superintendency; i) Essential information or relevant events that the Securitization Company is certain about regarding companies, Investment Funds, or any issuance in whose securities the resources of the Funds administered by the Securitization Company are invested; j) Hiring or resignation of the External and Statutory Auditor; k) Initial designation and changes in the Representative of Security Holders 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 EVENTS OF THE REPRESENTATIVE OF SECURITY HOLDERS

Essential information or relevant events related to the Representative of Security Holders Art. 8.- Essential information or relevant event is considered any concrete fact or unusual 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 Security Holders. The Representative of Security Holders must communicate to the Superintendency through the means determined by it, in accordance with the provisions of Annex No. 1 of these Standards, any relevant fact or information, on the next business day after the fact has occurred or knowledge of the fact has been obtained, which may result from situations that prevent the normal development of the Fund or affect the interests of security holders or the market.

Essential information or relevant events related to the Representative of Security Holders Art. 9.- For the purposes of these Standards, examples of essential information or relevant events regarding Representatives of Security Holders include any modification or information related to the following aspects:
a) Changes of domicile, address, telephone, email; b) Changes in the organizational structure of the Representative of Security Holders; c) The resignation and designation of the new Representative of Security Holders, who must meet the requirements defined in the Securitization Law; d) Notices of call for General and Extraordinary Meetings of Security Holders; e) Changes in the members of management 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 Security Holders will be responsible for treating essential information or relevant events in accordance with the characteristics established in Articles 8, 10, and 11 of these Standards.

CHAPTER IV
RESPONSIBILITY FOR COMMUNICATION OF RELEVANT EVENTS OF THE SECURITIZATION COMPANY AND REPRESENTATIVES OF SECURITY HOLDERS

Responsible Parties
Art. 10.- Securitization Companies and Representatives of Security Holders must appoint a delegate, who will be responsible for the submission of essential information or relevant events to the Superintendency, in accordance with the provisions of these Standards. Such designation, as well as any modification thereof, must be approved by the Board of Directors of the Securitization Company or by an official designated by it and communicated officially to the Superintendency 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 Securitization Company and the Representative of Security Holders, and effectively address information requests regarding essential information or relevant events made by the Superintendency; c) Have access to the directors and administrators of the entity, if necessary, in order to effectively verify the relevant information in cases where necessary; and d) Other powers and activities that the Board of Directors considers necessary.

The delegate appointed by Securitization Companies and the Representative of Security Holders will be designated and accredited before the Superintendency.

In any case, Securitization Companies and the Representative of Security Holders may appoint a substitute delegate, so that, in the absence of the principal delegate, the activities regulated in these Standards can continue to be performed. Their appointment will be made in the same manner as the principal delegate.

Internal policies and procedures
Art. 11.- Securitization Companies must have clear policies and procedures, approved by the Board of Directors, for the identification and handling of essential information or relevant events, which include aspects such as:
a) Mechanisms for identifying relevant events; b) Designation of persons responsible for reporting essential information or relevant events. c) Policy for handling confidential information in accordance with Article 35 of the Securities Market Law and 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 may 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 such persons.

In the case of Representatives of Security Holders, they must comply with letters a) and b).

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

Additionally, Securitization Companies must maintain an internal register of essential information or relevant events that have been identified and disclosed in accordance with these Standards, which must include, at least, the required content in Annex No. 1 of these Standards and reference to the documentation that verifies the truthfulness of the communicated fact.

Such register and documentation must be available to the Superintendency whenever it requests it.

The internal register of relevant event information may be maintained physically or electronically, in accordance with the internal policies of each entity.

Content of relevant events
Art. 12.- Securitization Companies and Representatives of Security Holders must disclose their relevant events in a timely, truthful, objective, clear, and sufficient manner in a communication to leave no doubt for 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 Superintendency. Additionally, they will keep it available at their offices, no later than the next business day after the fact occurs or becomes known to them.

The timeliness of this relevant event communication is the responsibility of [name of the Securitization Company and the Representative of Security Holders].

Securitization Companies and Representatives of Security Holders may not disclose essential information or relevant events through other means without having previously communicated to the Superintendency in accordance with the provisions of these Standards.

Securitization Companies and Representatives of Security Holders may keep essential information or relevant events published on their website for a period of two years from their communication.

The Superintendency may request clarifications it deems convenient regarding the information provided concerning relevant events.

Confidential information
Art. 13.- In accordance with Article 35 of the Securities Market Law, the Securitization Company, 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 Superintendency, through the means determined by it, no later than the next business day after its adoption.

Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-01/2024
NDMC-34

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

Approval: 01/31/2024
Validity: 02/15/2024

Reserved information cannot be invoked against judicial requirements or those based on a legal faculty.

Communication of Reserved Information

Art. 14.- The communication to the Superintendence of reserved information must include at least the following:
a) RESERVED INFORMATION b) A clear and detailed description of the event, specifying the dates on which the event 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 events as confidential or reserved; d) The reasons why it is requested to keep the notified event as reserved; e) List of persons who have access to the information intended to be kept confidential; f) Period during which it is requested to keep the event as reserved, 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 dissemination and improper use.

Once the reservation period established in the initial notification of the event has elapsed, and if the reasons that motivated the classification persist, the Securitization Company 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 reserved disappear, the Securitization Company will be obligated to inform the Superintendence and, when applicable, the corresponding stock exchange, for its dissemination.

CHAPTER V
SUBMISSION OF ADDITIONAL INFORMATION BY THE SECURITIZATION COMPANY AND THE BONDHOLDERS' REPRESENTATIVES

Information to be submitted by the Securitization Company

Art. 15.- The Securitization Company must communicate to the Bondholders' Representative and to the Superintendence the following information:
a) Events or situations that prevent the normal development of the fund and that delay or may delay its results, in such a way as to prevent or compromise the achievement of the objectives pursued by it. This type of information will be considered, if applicable, for the evaluation of justified cause referred to in the second clause of Article 92 of the Securitization Law; b) In the event that there is a substitution of the fund's assets, it must attach a notarially certified copy of the approval of the Bondholders' Representative referred to in Article 80 letter f) of the Securitization Law. In addition, it must certify what is provided in the first clause of Article 48 of the Securitization Law, within the third business day from its occurrence; c) The monthly statement of the securitized assets within eight business days of the following month; and d) In the case of Real Estate Securitization Funds, it must submit the information approved by the Central Bank through its Standards Committee.

In addition, the securitization company must inform the Bondholders' Representative of any change in the information of the Securitization Company and the funds it administers, considered as a requirement for its registration, which must be previously authorized by the Superintendence.

The Securitization Company must keep at the disposal of the Bondholders' Representative all documentation related to the constitution and performance of the Fund it represents; such as service contracts, valuation reports, supervision reports, and external auditor reports. Likewise, it must make available to the Bondholders' Representative and the appointed Liquidator the information necessary for the liquidation of a Fund, when applicable.

Information to be submitted by the Bondholders' Representatives

Art. 16.- The Bondholders' Representative of securitized bonds must communicate to the Superintendence the following information:
a) Submit within eight business days following the date of the event, the following information:
i. Copy of the Minutes of the General Assembly of the Bondholders;
ii. Copy of the documents that attest to the substitution or partial lifting of the guarantees of the issuance, and of the total lifting of these, when the issued titles have been paid in full; and
iii. Certified copy of the documents or contracts celebrated by the Bondholders' Representative on behalf of the set of bondholders.
b) Submit on the next business day that the event occurs or comes to its knowledge, the following information:
i. Certification stating that the assets comprising the Fund are duly contributed and in custody, free of liens, prohibitions, or seizures and, when applicable, that additional contributions have been constituted; or failing that, that after two months counted from the start of the issuance placement, it will communicate that it cannot grant the aforementioned certification, as the aforementioned assets are found with liens, prohibitions, or seizures or are not duly contributed or the additional contributions agreed upon have not been granted; and
ii. Default by the issuer of its obligations towards the Bondholders of the securitization or its representative, contemplated in the Securitization Contract.

In cases where circumstances or events of relevant importance occur, such as an Extraordinary Assembly of Bondholders, which may cause direct effects either in the market or on investors, these must be communicated by the Bondholders' Representative, immediately to the Superintendence at the latest on the next business day that the event has occurred.

CHAPTER VI
SUBMISSION OF RELEVANT EVENTS TO THE SUPERINTENDENCE

Means of submission and publication of information

Art. 17.- The presentation of the information referred to in these Standards must be in electronic format in order to speed up communications between the Superintendence, the Securitization Companies, and the Bondholders' Representatives, and to offer these latter a better quality and ease of service for the reception of information, by the means determined by the Superintendence.

Technical details of the submission of information

Art. 18.- The Superintendence will send to the Securitization Companies and to the Bondholders' Representatives, within a maximum period of thirty business days following the date of validity of these Standards, with a copy to the Central Bank of El Salvador, the technical details related to the submission of the information required in these Standards.

The information requirements will be limited to the collection of information as regulated in these Standards.

Art. 19.- The Securitization Companies and the Bondholders' Representatives will have up to thirty business days from the communication of the technical details by the Superintendence, to implement the necessary mechanisms and comply with the submission of information established in these Standards.

CHAPTER VII
OTHER PROVISIONS AND VALIDITY

Art. 20.- In no case, the lists of Articles 6, 7, and 9 will be considered exhaustive, and it will correspond to the Securitization Company and the Bondholders' Representative to communicate those events that are significant and that meet the characteristics established in Article 4 of these Standards.

Sanctions

Art. 21.- Non-compliance with the provisions contained in these Standards will be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.

Repeal

Art. 22.- Standard for the determination of the minimum content and periodicity of the information that Securitization Companies and Bondholders' Representatives must communicate and make available to the Securities Superintendence (RCTG-10/2008) approved by the Board of Directors of the Securities Superintendence in Session No. CD- 22/2008 of June 10, 2008, whose Organic Law was repealed by Legislative Decree No. 592 which contains the Law on Supervision and Regulation of the Financial System, published in the Official Journal No. 23, Volume No. 390, dated February 2, 2011.

Transitory

Art. 23.- The subjects obliged under these Standards will have a maximum period of ninety business days following their entry into force, to comply with what is established in Articles 10 and 11 of these Standards.

The Securitization Companies and the Bondholders' Representatives will continue to send the information Standard for the determination of the minimum content and periodicity of the information that Securitization Companies and Bondholders' Representatives must communicate and make available to the (RCTG-10/2008) to the Superintendence, by the means and periodicity previously established by said Standard until the end of the adaptation period stipulated in Articles 18 and 19 of these Standards.

Unforeseen Aspects

Art. 24.- The aspects not provided for in the matter of regulation in these Standards will be resolved by the Central Bank of El Salvador through its Standards Committee.

Validity

Art. 25.- These Standards will enter into force as of February 15, two thousand twenty-four.

Annex No. 1

RELEVANT EVENT INFORMATION

No. Name Description
1 Entity Name or Name of the Bondholders' Representative.
Corresponds to the name of the Securitization Company or the name of the Bondholders' Representative.
2 Date of sending the information file
Corresponds to the date on which the Securitization Company sends the information to the Superintendence.
3 Date of the relevant event information
Indicate the date or dates on which the event, occurrence, or decision-making occurred.
4 Title
5 Relevant Event
Indicate the relevant event in accordance with what is established in Articles 4, 5, 6, 10, 11, and 12 of these Standards.
6 Description
The information must be communicated clearly and completely, indicating antecedents, circumstances, or subjects that gave rise to it; as well as specifying if the relevant event requires any subsequent ratification or legalization procedure, for the purposes of its official concretization. 7 Value Indicate the amount of the transaction or operation when applicable, consigning the effect that the event or information could produce in the Securitization Company.

Lineage: No known changes

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