Republic of Panama The National Securities Commission. Agreement N (of December 20, 2004)

Transcription

1 Republic of Panama The National Securities Commission Agreement N (of December 20, 2004) By which some articles of Agreement of May 19, 2000 are amended in accordance with the previous amendments made by Agreements of August 28, 2000, of October 11, 2000 and of November 11, The National Securities Commission Exercising their legal powers and CONSIDERING That pursuant to Article 8 of Decree-Law 1 of July 8, 1999, the National Securities Commission is empowered to promote and strengthen the favorable conditions for the development of the securities market in the Republic of Panama, as well as to adopt, amend and revoke agreements; That through Agreement of May 19, 2000, as has been amended by Agreements of August 28, 2000, of October 11, 2000 and of November 11, 2003, the procedure for submitting the application for registration of securities and the termination of the registration before the National Securities Commission; That in working sessions of this Commission, it was evident the need to amend several articles of the aforementioned agreement; That pursuant to numeral 12 of Article 8 of Decree-Law 1 of 1999, it is this Commission s duty to amend and revoke agreements issued by them. That this agreement has been submitted under the procedure of public consultancy established in Title XV of Decree-Law 1 of 1999 on the Administrative Procedure for the Implementation of Agreements, as it is recorded in the public access file available at the Commission s offices. AGREES: Article 1: Amend numeral 4 of literal E (Usage of funds), Section II of article 9 of Agreement 6-00 of May 19, 2000 so it will read as follows:

2 4. If more than twenty five per cent (25%) of the total offer will be used for debt repayment, identify the creditor (s), indicate the interest rate and the due date of the said debt. If the debt that will be repaid was acquired within the previous year, describe the use given to the funds, when it is not a short term debt intended to be used as working capital. Article 2: Amend numeral 1 of literal B (Share capital), Section III of article 9 and numeral 1 of literal E (Share property) of Section III of article 19 of Agreement 6-00 of May 19, 2000 so it will read as follows: 1. Regarding authorized capital and paid capital: (a) the authorized number of shares; (b) the number of issued and completely paid shares and issued and not completely paid issued shares; (c) the nominal value per share, or if the shares do not have nominal value; (d) the number of subscribed shares and shares not paid and (e) a reconciliation of the number of outstanding shares at the beginning and end of each year. It shall be stated if during the last 5 years more than 10% of the capital has been paid with assets instead of cash and attach copy of the minutes authorizing the exchange. Article 3: Amend numeral 12 of literal D (Business Description), Section III of article 9 of Agreement 6-00 of May 19, 2000 so it will read as follows: 12. ADMINISTRATIVE SANCTIONS. Indicate the existence of Resolutions issued by the securities market regulating authority or by self regulated organizations that represent a sanction to the issuer or the offerer and that are duly executed. The sanctions imposed by the National Securities Commission for the late submission of at least ten (10) days, of the Update Report either Quarterly or Annual, shall not be mentioned. Nevertheless, the exception stated in the previous paragraph, when the applicant or the issuer have been sanctioned by the Commission more than once, for the late submission of at least ten (10) days, of the Update Report either Quarterly or Annual, all the information about the corresponding sanction resolutions shall be included, with no exception. Article 4: Amend article 24 of Agreement 6-00 of May 19, 2000 related to the request of termination of the registration and the documents that should be enclosed, adding numeral 7 so it will read as follows:

3 Information about outstanding securities form (ADM-FIVC01) included as Annex No. 1 of the present agreement and constitutes part of it. Article 5: Amend article 3 of Agreement of October 11, 2000 related to the content of the Quarterly Update Report that shall be submitted by the issuers of securities registered at the National Securities Commission so it will read as follows: Article 3: Contents. The Quarterly Update Report (IN-T) shall contain the following information: a. b. c. d. e. If the securities that are registered in the Commission are insured by the trust system, a certification of the fiduciary stating the assets that constitutes the trust assets shall be requested. Article 6: Amend article 4 of Agreement of October 11, 2000 related to the content of the Annual Update Report that shall be submitted by the issuers of securities registered at the National Securities Commission so it will read as follows: Article 4: The Annual Update Report shall contain the following information: a. b. c. d. e. Annual Financial Statements of the persons who have acted as guarantors or bondsmen of the securities registered in the Commission, audited by an Authorized Public Accountant, when applicable. Article 7: Amend the IN-A form adopted through Agreement of October 11, 2000 adding in Part I, Section III directors, officers, executives, administrators, advisors and employees, and in literal A-Identity, numeral 4- Auditors, information regarding if the internal or external auditor(s) of the issuer is taking any continuing education program related to the accounting profession. Article 8: This agreement shall be effective starting the day of its promulgation in the Official Gazette.

4 Legal background: Article 8, Decree-Law 1 of July 8, Given in the City of Panama, on the twentieth (20 th ) day of December of the year two thousand and four (2004). LET IT BE PUBLISHED AND COMPLIED WITH CARLOS A. BARSALLO P. Commissioner President ROLANDO DE LEON DE ALBA Commissioner Vice-president MARUQUEL PAVÓN DE RAMIREZ Commissioner

5 Republic of Panama National Securities Commission ANNEXE No. 1 ADM-FIVCO1 FORM (Agreement No of December 20, 2004) OUTSTANDING SECURITIES INFORMATION FORM COMPANY Securities description Resolution number and date Year Quarter (1) Outstanding Amount (in B/.) (1) For the previous years, it is only necessary to include the last quarter up to the date of the issuance authorization. For the current year, it is necessary to include the last quarter before the termination and the month in which the securities were redeemed. Legal Representative Day Month Year Use instructions: 1. COMPANY: The social name should be included as it is specified in the resolution granting the issuance registration. 2. RESOLUTION NUMBER AND DATE: Must include the resolution s number and the date in which the issuance was authorized. 3. SECURITY DESCRIPTION: It corresponds to the description of the security, whether they are shares, bonds, VCN s and any other characteristic described in the informative prospectus. 4. YEAR: Must include the year in which the outstanding securities are being reported. 5. QUARTER: Must indicate in each line the quarter to which the outstanding amount reported corresponds. The quarter shall indicate from which month to

6 which month. When the securities are redeemed, the day and month must be specified and the outstanding amount up to that date shall be included. 6. OUTSTANDING AMOUNT IN B/. : It corresponds to the amount of issued securities that were effectively outstanding at the end of the quarter. 8. LEGAL REPRESENTATIVE: The Company s legal representative or someone duly authorized must sign the form. 9. DATE: The signing date of the form.