PANAMA STOCK EXCHANGE INTERNAL REGULATION CONTENTS

PANAMA STOCK EXCHANGE

(A corporation constituted in compliance with laws of the Republic of Panama as set down on Public Deed No. 2124 dated February 2nd, 2011 of the First Notary Public Office of the Circuit of Panama, recorded on Fiche 705254, Document 1800862 of the Microfilm Section of the Public Registry Office, RUC 1800862-1-705254, VC 33.)

INTERNAL REGULATION

(Sole text with modifications approved by the Superintendence of the Securities Market according to Resolution No.57-2006 of March 16th, 2006; Resolution No. 310-07 of December 6th, 2007; Resolution No. 57-10 of February 23rd, 2010; Resolution No. 38-11 of February 10th, 2011; Resolution No. 258 of July 21st, 2011, and Resolution No. SMV-177-13 of May 7th, 2013.)

CONTENTS

I. GENERAL DISPOSITIONS ............................................ ¡Error! Marcador no definido.

II. BODIES ...................................................................... ¡Error! Marcador no definido.

III. MEMBERS ................................................................. ¡Error! Marcador no definido.

IV. BROKER DEALER HOUSES .......................................... ¡Error! Marcador no definido.

V. GOOD BEHAVIOR REGULATIONS ............................... ¡Error! Marcador no definido.

VI. SECURITIES REGISTRATION ....................................... ¡Error! Marcador no definido.

VII. SECURITIES TRADING AND LIQUIDATION ................... ¡Error! Marcador no definido.

VIII. INQUIRIES AND PENALTIES ....................................... ¡Error! Marcador no definido.

IX. APPEALS .................................................................... ¡Error! Marcador no definido.

X. SOLVING ARGUMENTS ............................................. ¡Error! Marcador no definido.

XI. DISCLOSING INFORMATION ....................................... ¡Error! Marcador no definido.

XII. FINAL AND TRANSITORY DISPOSITIONS ..................... ¡Error! Marcador no definido.

Panama Stock Exchange

RI-3 Internal Regulations, 05/31/02 modified with Resolution 57-06 of 03/16/06; Resolution 310-07 of

12/6/07; Resolution 57-10 of 02/23/10; Resolution 38-11 of 02/10/11; Resolution 258-11 of 7/21/11, and

Resolution SMV-177-13 of May 7th, 2013.

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INTERNAL REGULATIONS OF

THE PANAMA STOCK EXCHANGE

CHAPTER I

GENERAL DISPOSITIONS

1.1. Internal Regulations Objective

1101 These Regulations seek to regulate an organized the contracting, liquidation

and registration system for the transactions executed with securities admitted

by the Panama Stock Exchange; as well as for those natural or corporate

persons directly or indirectly intervening in said operations.

1.2. Definitions

In order to apply these Internal Regulations, the following terms will have these

definitions:

Exchange is the Panama Stock Exchange. Broker-Dealer House is every person authorized by the Superintendence of

Securities Market to buy and sell securities, on their own behalf or for third party. Said definition does not include Broker Dealer Houses.

Central Depository is every person authorized by the Superintendence of the

Securities Market to perform securities custody operations, to maintain records of securities transactions and transfers of securities in order to define property and guaranteed rights on said securities, and to undertake their compensation and liquidation.





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Broker Dealer House is every securities broker registered with the Superintendence of the Securities Market and authorized by the Exchange to solicit and perform the purchases or sales of securities on behalf of an Exchange Seat Holder.

Issuer is every person that has issued and has outstanding securities

in the market, or that intends to issue securities. Privileged Information Those important facts undisclosed to the public and that are

obtained by means of a privileged relationship. Law comprises every Panama Law, including the Securities Law or

Legislation. Securities Law or Legislation is Law Decree No. 1 of July 8th, 1999, and its current

regulations or the ones issued in the future. These include Executive Decrees and Agreements, Resolutions, and Opinions issued by the Superintendence of the Securities Market.

Market in its broadest sense, means an organized and regulated

securities trading system. Stock Member means the following classes: a) Primary Member, an Exchange

Seat Holder’s primary Security Firm; b) Associate Member, is

the Broker Dealer House that, while not an Exchange Seat

Holder, is authorized by the Exchange to operate within it

following the terms established in these Internal Regulations,

and c) Remote Operator, which is the foreign Broker Dealer

House, duly authorized to operate within a jurisdiction

acknowledged by the Superintendence of the Securities

Market of Panama and authorized by it to remotely operate in

the Panama trading systems from the acknowledged





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jurisdiction, having previously complied with the eligibility

requirements.

Market Participants include the Exchange Seat Holder’s Directors, Dignitaries, Brokers, and employees, as well as all the Exchange’s staff involved in trading securities registered in it.

Exchange Seat Holder Is the Exchange’s Primary Member who by right can perform

stock exchange intermediations. It is understood to be, as far as the Law and the Exchange’s Internal Regulations are concerned, is a synonym to the Exchange’s primary Member, whenever pertinent.

Internal Regulations are the Articles of Incorporation, the By-laws, the Internal

Regulations, procedures, and other general rules adopted by the Exchange.

Security is every bond, negotiable commercial security, or any debt,

share (including treasury shares), acknowledged stock-exchange right in a depository account, participation fee, participation certificate, bond certificate, tax certificate, deposit certificate, mortgage certificate, option, and any other bond, instrument, or right commonly acknowledged as a security or considered a security by the Superintendence of the Securities Market. Said term does not include the following:

(1) Non-tradable certificates or instruments representing obligations issued by Banks to their customers as part of their usual banking services, such as non-tradable certificates of deposit. This exception does not include tradable banking acceptances, nor any tradable commercial security issued by banking institutions. (2) Insurance policies, certificates of capitalization and similar obligations issued by insurance companies. (3) Any other instrument, title, or right the Superintendence of the Securities Market has deemed is not a security.





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1.3. Application and Modification of Internal Regulations

1301 The Exchange may develop the rules established in its By-laws and Internal

Regulations through the Resolutions and Procedure Manuals adopted by the

Board of Directions.

1302 To ensure the markets´ best performance and to protect the investors’

interests, the Exchange may modify its Internal Regulations whenever it deems

it convenient.

1303 The modifications, additions, or repeals made to the Exchange’s Internal

Regulations are subject to approval by the Superintendence of the Securities

Market.

CHAPTER II BODIES

2.0. The Exchange’s Management Organization

2001 The Exchange will be run, controlled, and managed by the Board of Directors. As

far as the Exchange’s performance and operation is concerned, the Board of

Directors will share management with the General Manager.

2002 In order to improve the Exchange’s management, the Board of Directors may

create a variable number of temporary and/or permanent Committees to which it

may delegate its functions and powers.





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2.1. Functions of the Board of Directors

2101 The Board of Directors will be conformed in compliance with its Articles of

Incorporation and will have the following roles regarding trading of securities:

a. To approve the Internal Regulations as well as the Procedure Manuals

necessary for the Exchange’s proper functioning.

b. To dictate policies regarding administrative, financial, and technical

requirements to ensure the markets’ proper functioning.

c. To dictate the ethical principles that must be followed by the market’s

participants.

d. To approve the registration of securities, as well as to determine their

cancellation, according to the securities legislation and the Exchange’s

Internal Regulations.

e. To acknowledge the Broker Dealer Houses’ eligibility as Primary members

of the Exchange, and approve shareholder changes to the same, as per

the securities legislation and the Exchange’s Internal Regulations.

f. To adjudicate Exchange Seats, as well as to authorize their transfer and

suspend their operation as per the securities legislation and the

Exchange’s Internal Regulations.

g. To acknowledge Broker Dealer House’s as Associate Members and sign

the corresponding contract that will allow it to undertake transactions in

the Exchange.

h. To authorize brokers so they trade securities in the Exchange as per the

securities legislation and the Exchange’s Internal Regulations.

i. To ensure Exchange Members and their Brokers comply with the

securities legislation, laws on money laundering prevention, and the


j. To establish compliance and fidelity warranties to be followed by the





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Exchange’s Members.

k. To establish and modify rates to the various Exchange’s services.

l. To know and appeal all appeals presented against the General Manager’s

and Committees’ resolutions.

m. To design, whenever deemed convenient, temporary and/or permanent

committees to delegate one or more of its roles and abilities in them.

n. To appoint the General Manager and to remove him from his charge.

o. To authorize the signing of contracts necessary or convenient to the

Exchange’s operation.

p. To approve the temporary or permanent participation of Extraordinary

Special members to trade into specific markets or special events within

the Exchange, along with the obligations and duties appointed by the

Board of Directors.

The Board of Directors may establish a rate and commissions structure

for this type of Member, different from the established for ordinary

Members.

q. To acknowledge the eligibility of a Broker Dealer House from an

acknowledged jurisdiction as remote operators, and to approve their

admission.

r. Any other one so determined by the securities legislation and the


2.2. Role of the General Manager

2201 The General Manager of the Exchange must do all those activities necessary to

the Exchange’s optimal performance and operation. Its main responsibilities

are:

a. To ensure compliance of the Exchange’s Internal Regulations.





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b. To appoint and remove the Exchange’s staff.

c. To delegate and assign duties amongst the Exchange’s staff.

d. To preside over the Exchange’s sessions and they are conducted with order.

e. To issue opinions on the Exchange’s securities registration applications, as

well as their cancellation.

f. To suspend an Exchange session whenever appropriate, as per the

securities legislation and the Exchange’s Internal Regulations.

g. To suspend transactions on listed securities in the Exchange whenever

appropriate, as per the securities legislation and the Exchange’s Internal

Regulations.

h. To suspend an Exchange Seat Holder´s or remote operator’s activities or

staff while investigating events leading to a penalty or that may affect the

Exchange’s activities.

i. To impose daily fines to Exchange Seat Holders and their brokers, and to

remote operators, for noncompliance of transaction liquidations and other

procedures or regulations.

j. To investigate transactions, Seat Holders and Brokers, to assure the correct

operation of the Exchange.

k. Any other function so determined by the securities legislation and the


2.3. Roles of the Committees

2301 The Board of Directors may establish the number of Committees it deems

convenient to improve management, but, in any event, there shall be:

a. An Executive Committee charged with advising, knowing, and deciding on

managerial, financial, technical, and ethical matters submitted by the

General Manager for its consideration.





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b. An Exchange Operations Supervising Committee charged with giving

deciding all disciplinary matters against the market’s participants, and

determining the corresponding fines, as per the securities legislation and

the Exchange’s Internal Regulations.

c. A Technical Committee made up by a minimum of three directors and the

Exchange’s general manager, or whoever the latter appoints, charged with

verifying the issues and securities to be registered with the Exchange

before they are registered within the Superintendence of the Securities

Market; establishing disclosure information, report presentation, and

policies for financial statement; periodically reviewing the composition of

the Exchange’s index, and other relevant technical duties.

2302 Committees will have the specific duties assigned to them by the Board of

Directors, which will be performed without damaging the latter’s authority.

2303 Committees will be made up by no less than three Exchange directors

appointed by the Board of Directors, except for the Exchange Operations

Supervising Committee, which will be made up by no less than five people,

between directors and ex-Presidents of the Exchange.

CHAPTER III MEMBERS

3.1. Members of the Exchange

3101 There will be three types of Members:

a. Primary member: An Exchange Seat Holder’s title owner.





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b. Associate member: The one who, while not being an Exchange Seat

Holder’s title owner, is authorized by the Exchange to operate within it as

per terms established in this Internal Regulations.

c. Remote Operator: The Broker Dealer Houses from an acknowledged

jurisdiction authorized by the Exchange to operate remotely from outside

of the Republic of Panama.

3.2. Eligibility as an Exchange Primary Member

3201 The eligibility Requirements to be a Exchange Primary Member are:

a. To be a Broker Dealer House with a license duly issued by the

Superintendence of the Securities Market.

b. To comply with the additional requirements established on article 3.3

of these Internal Regulations.

3.3 Eligibility Requirements as an Exchange Primary Member

3301 In order to be an Exchange’s Primary Member, besides having a Broker Dealer

House license, you require:

a. To be a legal person.

b. Your capital stock should be represented with nominative shares, which

shall be issued in favor of natural or legal persons, in which case the

corporations shall disclose the identity of the shares’ effective owners in

the Broker Dealer House to the Exchange.

c. To have issued and paid in capital stock requested from time to time by the

Board of Directors, which shall not be less than two hundred fifty thousand

Dollars (USD 250, 000.00).

d. To dedicates itself exclusively to the business of a Broker Dealer House and

other related activities allowed by the Securities Law, excepting banks.





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e. To have qualified personnel, duly authorized by the Superintendence of the

Securities Market as needed to perform said activities. The Exchange Seat

Holder shall have as a minimum a Main Executive, a Compliance Officer and

a Broker.

f. To have the necessary infrastructure, equipment, and technical-human

resources in order to receive and execute transaction orders within the

Exchange.

g. To have proper technical, managerial, and financial capability to operate as

an Exchange Seat Holder.

h. Neither the company nor its directors and dignitaries, nor shareholders

representing a controlling interest may have been convicted in Panama or

abroad for committing any crime typified as such by Panamanian Law.

i. Neither the company nor its directors and dignitaries, nor shareholders

representing a controlling interest may have been convicted for breaching

the securities law in Panama or in any other jurisdiction.

j. Neither the company nor its directors and dignitaries, nor shareholders

representing a controlling interest may have repeatedly and knowingly

committed any dishonest practice or any contrary to the Exchange

industry’s ethics.

k. Any other one so determined by the Law, the Exchange’s Internal

Regulations, and the Agreements dictated by the Superintendence of the

Securities Market or on any other disposition in these Internal Regulations.

3.4. Acknowledgement as a Primary Member and Adjudication of the Exchange

Seat





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3401 Once the eligibility of the party interested in being an Exchange Primary

Member is acknowledged, and therefore the holder of an Exchange Seat, and

their being available Seats, the Board of Directors will indefinitely adjudicate

the available Seats via a public auction in compliance with the Exchange Seat

Auction Procedure Manual established by the Board of Directors, for which the

applications will be analyzed in the order they were presented.

3402 The resolutions denying recognition as an Exchange Primary Member and

granting the Exchange Seat will be in writing and subject to an appeal for

reconsideration before the Board of Directors, which shall be presented and

supported within ten days from the date of the personal notification of the

resolutions.

3403 The Board of Directors may agree to bypass the auction regarding the transfer

or the adjudication of the ownership of a repossessed Exchange Seat due to

losing the Primary Member status pursuant to article 3.9.

3.5. Equity and Non-Discrimination Principles amongst Primary Members

3501 All Primary Members have identical rights regarding access and use of the

Exchange services.

3502 Whenever public auctions are organized to grant Exchange Seat, applicants to

participate will be analyzed in the order they are presented and will only be

denied if the candidate does not meet the eligibility requirements established

on article 3.3 of these Regulations. The resolution rejecting the application to

operate an Exchange Seat will be in writing and subject to an appeal for





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reconsideration before the Board of Directors, which shall be presented and

supported within ten days from the notification of the resolutions.

3.6. Exchange Seat availability

3601 The Exchange shall determine from time to time the number of Seats according

to the market’s needs, which shall be set so that, on one hand, it does not limit

eligible and interested Broker Dealer Houses from entering, and on the other,

it does not exceed the adequate amount to allow profitable operation.

3602 The Board of Directors will not be able to set the number of Seat to a smaller

amount than that granted and operating by Seat Holders at such time.

3.7. Obligations of the Primary Members

3701 The Exchange’s Primary Members have the following obligations:

a. To have at all times the licenses required by the Superintendence of the

Securities Market for Broker Dealer Houses and for those market

professionals at its service.

b. To ensure that its directors, dignitaries, employees, and brokers follow

the securities legislation, the laws to prevent money laundering and the

financing of terrorism and the Exchange´s Internal Regulations.

c. To honor the Good Behavior Rules established by the Exchange´s Internal

Regulations.

d. To deliver audited financial statements an external independent Certified

Public Accountant, in the manner and frequency established by the





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Exchange.

e. To comply, at all times, with all net capital and liquidity requirements

established by the Superintendence of the Securities Market and the

Exchange.

f. To keep an updated registry of all transactions made as an Exchange Seat

Holder as well as the documentation required for each transaction.

g. To send its clients account statements, securities transaction

confirmations, its financial statements, its commission rates and other

reports established by the Superintendence of the Securities Market and

the Exchange in the manner and frequency required.

h. To abstain from making transactions with securities listed in the Exchange

outside of it, except when the Exchange previously authorizes said

transactions.

i. To allow examination of all its operations and activities by the

Superintendence of the Securities Market and the Exchange. As such, the

Member must deliver the information and records requested in a timely

manner.

j. To inform the Exchange about investigations performed in the Exchange

Seat, be they self-initiated or at the authorities’ request, related to

possible violations of securities legislation and/or the Exchange’s Internal

Regulations. Likewise, it shall inform the Exchange of all measures adopted

and sanctions, if any.

k. To pay all rights, fees, and commissions established by the Exchange, as

applicable.

l. To ensure the Exchange Seat Holders’ staff receives continuous training to

improve the quality of their service, for the benefit of the market and the

investors.





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m. To obtain and keep in force at all times all compliance and fidelity bonds

established by the Exchange.

n. To indemnify the Exchange against any lawsuit, damage, tort, loss, cost, or

obligation it incurs due to compliance, imperfect compliance or

noncompliance of its obligations, except if they were the product of the

Exchange failure to act as diligently and carefully as is stipulated in the

Exchange’s Internal Regulations. If the lawsuit, damage, tort, loss, cost, or

obligation granting compensation to the Exchange applies to one or more

Members, said compensation shall be demanded jointly considering their

respective responsibility. If the lawsuit, damage, tort, loss, or obligation

cannot be reasonably applied to one or more Members, compensation

should be demanded jointly and severally.

o. Any other one so determined by the securities legislation and the


3702 Every Exchange Member must sign a document committing itself to comply with all

obligations stipulated on article 3.7 and the Exchange’s Internal Regulations.

3.8 Suspension of the Exchange Seat Holder’s Operation

3801 The Board of Directors will suspend the operation of an Exchange Seat Holder

for as long as 6 months on any of the following cases and, if not resolved

entirely, it shall lose ownership of the Exchange Seat:

a. Until it remedies and complies with the eligibility required for an Exchange

Member as established on article 3.3 of these Regulations.

b. Until it resolves the noncompliance of a Member obligations as established

in article 3.7 of these regulations.





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c. Until it resolves the noncompliance of other dispositions established in the


3.9. Loss of Exchange Primary Member status

3901 Primary Member status, and therefore ownership of an Exchange Seat, is lost

due to:

a. Noncompliance with any of the eligibility conditions for an Exchange

Member as indicated on article 3.3, if said noncompliance is not resolved

within the period of time reasonably established by the Board of Directors.

b. Repeated and knowing noncompliance of the obligations established on

article 3.7; or the good conduct regulations established on Chapter V and of

the rest of the Exchange’s internal regulations.

c. Nonpayment of the Exchange Seat Holder’s operation and maintenance

fees and any other obligation payable to the Exchange which is not

resolved within a reasonable amount of time allowed for by the Board of

Directors. An exception is made for the intervention and forceful

reorganization where a judicial condition is created, based on the law, to

protect the Broker Dealer House in that condition with respect to its

economic obligations.

d. Any other one so determined by the securities legislation and the

Exchange’s Internal Regulations

3902 The Board of Directors may grant the time it deems convenient or necessary for

the ownership of the Exchange Seat to be transferred to a third party that

meets the eligibility conditions to be an Exchange Seat Holder, pursuant to the

provisions of the Exchange’s Internal Regulations, or for the very Broker Dealer





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House holding the Exchange Seat to reorganize itself or to resolve its

dissolution, insolvency, intervention, forceful managerial liquidation, creditor

contest, bankruptcy, or any related procedures, and to acquire its Broker

Dealer House status with a licensed to operate and fulfill all eligibility

conditions of an Exchange Primary Member. Notwithstanding the

aforementioned, the Broker Dealer House shall continue to comply with all

conditions to be an Exchange Primary Member and with its obligation to pay all

rights, fees, and commissions established by the Exchange in a timely manner,

or else it risks forfeiting the grace period granted by the Exchange’s Board of

Directors.

3903 Once the Primary Member status, and therefore ownership of the Seat, is lost,

the ownership of the Exchange Seat will revert to the Exchange, who can

cancel it, keep in in its portfolio, freely dispose of it, or auction it, as agreed to

by the Board of Directors.

3.10 About the transfer of the Exchange Seat status

31001 The Primary Member who is current with its obligations with the Exchange may

transfer the Seat, in any manner, to an eligible Broker Dealer House that is

eligible according to article 3.3 and who that is accepted as a Member by the

Board of Directors.

3.11. Shareholder changes in the Broker Dealer House

31101 Every change in shareholders of a Broker Dealer House that is a Primary

Member of the Exchange will be subject to the prior approval by the Board of





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Directors.

3.12. Granting an Exchange Membership and ownership of an Exchange Seat

31201 Primary membership in the Exchange, and therefore ownership of a Seat

within it, is granted indefinitely, so the Broker Dealer House will have to

determine, as per applicable accounting procedures and rules, the

amortization period of said rights.

3.13. Guarantee or security interest in a Exchange Seat ownership and the right to

operate the Seat

31301 The Exchange Primary Member cannot grant in any manner a security interest

in the Exchange Seat nor offer others the right to operate it as a guarantee.

3.14. Precautionary measures affecting the Exchange Seat ownership

31401 In the event any competent authority orders a takeover of the management of

a Broker Dealer House that is a member of the Exchange, the Board of

Directors may suspend the Seat Holder’s operation if it deems it necessary, for

as long as the precautionary measure lasts. The aforementioned also applies if

the seizure is against the ownership of the Exchange Seat.

31402 The suspension of the Exchange Seat Holder’s operation does not include the

suspension of the obligation of timely payment of the amounts, fees, and

commissions established by the Exchange.





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31403 In the Event any competent authority orders a seizure or embargo affecting the

title to the Exchange Seat, the Exchange may choose to transfer ownership

with prior payment or transaction on said required obligation if any, or grant it

to executing party so long as it complies with the eligibility requirements to be

a Primary Member as established in article 3.3, or cancel the ownership of the

Exchange Seat.

31404 For as long as the seizure or embargo affecting the title to an Exchange Seat

lasts, the person undertaking the seizure or embargo shall meet the obligations

inherent to the Exchange Seat, or it will be subject to the same fines and

measures applicable to the owner of the seized or embargoed Exchange Seat.

3.15. Usufruct of the Exchange Seat

31501 The Primary Member meeting eligibility conditions as such and who is current

in its obligations with the Exchange may grant usufruct on the Exchange Seat

ownership, which is the right to operate the Exchange Seat Holder in exchange

for remuneration once the usufructuary is acknowledged as eligible for an

Exchange Membership by the Board of Directors.

31502 For the duration of the usufruct, the Exchange Seat usufructuary will assume

the Primary Member’s status; therefore it will have the same rights and

obligations the owner had. However, the owner will be jointly liable for the

acts of the usufructuary.

31503 For the duration of the usufruct, the parties can agree for the owner to keep

the right to vote or for it to be transferred to the usufructuary.





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3.16. Associate Member and Remote Operator

31601 Eligibility Requirements as an Associate Member. In order to be an Exchange

Associate Member, besides having a Broker Dealer House license, there must

be compliance with the same eligibility conditions of a Member established on

article 3.3 of the Internal Regulations.

Eligibility Requirements as a Remote Operator. An Exchange Remote

Operator must be a Broker Dealer House, duly authorized to operate as such

within an acknowledged jurisdiction, and duly authorized to act as a remote

operator by the Panama´s Superintendence of the Securities Market.

31602 Acknowledgement as an Associate Member. Once the interested party is

considered eligible to be an Associate Member, the Exchange will sign a

contract that will allow the interested party to operate within the Exchange.

Recognition as a Remote Operator. Once the interested party is considered

eligible to be a Remote Operator, the Exchange will sign an agreement that will

allow the interested party to operate within the Exchange.

31603 Rights of the Associate Member. The Associate Member will be entitled to the

following:

a. To operate within the Exchange, and so participate in an Exchange session,

purchasing or selling securities on its own behalf or on someone else’s

behalf using an ID number similar to the ones for Primary Members.





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b. Any other one so determined by the Exchange’s Internal Regulations or the

contract.

Rights of the Remote Operator. The Remote Operator will be entitled to the

following:

a. To access the Exchange´s electronic trading system from outside the

Republic of Panama for placing and executing, on its own behalf or of it

clients, purchase and sale orders on securities traded in it, for which

purpose it will receive an ID number similar to the ones for associate and

primary members.


agreement.

31604 Obligations of the Associate Member. Besides the obligations demanded of

Exchange Members established in article 3.7 of these Internal Regulations, the

Associate Member must meet the following:

a. To pay five hundred Dollars (USD 500.00) each month for the right to

operate within the Exchange.


contract.

Obligations of the Remote Operator: The Remote Operator will have the

following obligations:





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a. The obligations demanded of Exchange Members in article 3.7 of these

internal regulations, as far as applicable.

b. To liquidate and compensate through a Central Securities Depository.

c. To pay maintenance fees (annually - monthly) established by the Exchange,

as well as any other membership fees which amount shall be determined

from time to time by the Board of Directors.

d. To pay the commissions established by the Exchange.

e. To comply with the law regulating the Exchange market and with the

Resolutions of Panama´s Superintendence of the Securities Market,

whenever applicable.

f. Any other one so determined by the Exchange’s Internal Regulations or the

agreement. The Exchange’s Internal Regulations will apply to the Remote

Operator as applicable to it. The regulations applicable to the Exchange’s

primary and associate members and their brokers will also apply to the

Remote Operator and whoever it appoints on its behalf, in the manner and

in the way that it may be applicable.

31605 Associate Member Contract Terms The contract will be in force for three non-

extendable years as of the signing of the contract.

However, the Associate Member status, and therefore the authorization to





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operate within the Exchange, is lost ipso jure and without a judicial resolution

in these cases:

a. For the causes established in article 3.8 of these Internal Regulations.

b. For noncompliance with any of the terms of the contract.

Termination of the contract for any of the established causes will entitle the

Exchange to claim damages caused by said noncompliance.

The Exchange will notify the termination of contract of an Associate Member

with a simple written communication.

Remote Operator Agreement Terms The Remote Operator Relationship does

not have a pre-established expiration date, it runs indefinitely. However, the

Remote Operator status, and therefore, authorization to operate within the

Exchange, is lost ipso jure and without a judicial resolution in these cases:

a. For causes established in article 3.8 of these Internal Regulations,

whenever applicable.

b. For any of the causes established on the agreement.

Termination of the contract for any of the established causes will entitle the

Exchange to claim damages caused by said noncompliance.

The Remote Operator may renounce his status as established in the

agreement.

3.17. Compliance Officer of the Exchange Member

31701 Every Primary and Associate member will appoint a Compliance Officer, who

will be responsible of ensuring the Broker Dealer House and its directors,

dignitaries, brokers, and employees comply with their obligations according to





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the securities legislation, the legislation to prevent money laundering, and the


31702 The Compliance Officer of the Exchange Member will mainly have the following

duties:

a. To ensure every Broker Dealer House officials have duly issued licenses by

the Superintendence of the Securities Market in order to exercise their

roles.

b. To ensure the timely delivery of financial statements and required reports

requested by the Superintendence of the Securities Market.

c. To ensure preparation and development of the “Get-to-Know-your-Client”

and money laundering prevention policies.

d. To declare cash or quasi-cash transactions for amounts above ten thousand

Dollars (USD 10,000.00) to the Financial Analysis Unit via the

Superintendence of the Securities Market as per current national legislation

on money laundering prevention.

e. To inform the Financial Analysis Unit of any event, transaction, or operation

under suspicion of being related to money laundering as per current

national legislation on money laundering prevention.

f. To keep documents related to clients and their transactions for a minimum

of five years.

g. To develop a continuous education policy with the Broker Dealer House

employees.

31703 The Compliance Officer of the Exchange Member shall make periodical

inspections in order to verify the Seat Holder’s compliance of its obligations.





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CHAPTER IV BROKER DEALER HOUSES

4.1. Notions on Broker Dealer Houses

4101 A Broker Dealer House is licensed by the Superintendence of the Securities

Market and authorized to request or make purchases or sales of securities in

the name of an Exchange Seat.

4.2. Eligibility Requirements to Trade in the Exchange

4201 Every Broker Dealer House aspiring to trade securities in the Exchange must

comply with the following conditions:

a. To have a Broker Dealer House license issued by the Superintendence of

the Securities Market.

b. To have technical knowledge on trading and liquidating systems adopted by

the Exchange.

c. To have high moral values.

d. To be hired by any of the companies that are members of the Exchange.

e. To submit a trading authorization application before the Exchange, as

required for such purposes.

f. Any other one established by the Board of Directors of the Panama Stock

Exchange.

4.3. Broker Dealer Houses Obligations

4301 Broker Dealer Houses are obligated to comply with all current legal norms that

regulate their activities, the Exchange’s Internal Regulations and the Good

Behavior Regulations specifically established in these Regulations.





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4302 Broker Dealer Houses will keep books, records, and other operation

documents as required by the Superintendence of the Securities Market and

the Exchange.

CHAPTER V GOOD CONDUCT REGULATIONS

5.1. Scope of Application

5101 The Good Conduct Regulations in this section apply to all market participants,

including:

a. Directors, Dignitaries, and Shareholders of the Exchange.

b. Directors, Dignitaries, and Shareholders of the Exchange Seat Holders.

c. Broker Dealer Houses.

d. All personnel related either directly or indirectly with trading securities

registered in it.

5.2. Honesty, Diligence, and Loyalty Principles

5201 Market participants must behave honestly and diligently when performing

their profession in order to maintain an agile and efficient market.

5202 Market participants must ensure the information delivered to the Exchange

and investors is true, complete, and timely.

5203 Market participants will give fair and equal treatment to all their clients, acting

faithfully in their investor’s best interest considering the circumstances. As

such, Exchange Members and their Brokers must ensure advice given to

investors is adequate, their expectations and goals realistic, and they take





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proper and understandable risks. This responsibility is much greater when

there is discretionary management or the custody of assets.

5.3. Conflicts of Interest and Impediments

5301 No person subject to these regulations as per article 5.1 of these Regulations

must participate when deciding a matter directly or indirectly affecting

him/her. A person is understood to be directly or indirectly interested in a

matter when he/she is related to it in any of the following ways:

a. Being part of the transaction or business deliberated on.

b. Being related, up until a third degree in consanguinity or affinity, to the

natural person deciding the matter, or to the major shareholders or

directors of the legal entity deciding the matter.

c. Being related through a labor or professional services contract, including

consulting contracts, with the natural or legal entity deciding the matter.

d. Being in control of the legal entity deciding the matter.

e. Being a director, dignitary, or shareholder of the legal entity under control

of the person deciding the matter.

f. A clear friendship with or enmity against the natural person or major

shareholders or directors of the legal entity deciding the matter.

Regarding this article, the word “control” takes the same thing as that specified

in article 1 of Law Decree No. 1 of July 8th, 1999, and the term “legal entity”

includes any person that, either directly or indirectly through an intermediary,

effects control over it or is under its control.





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5302 The Exchange, its Members, and Brokers will put their clients’ interests before

their own at all times, obtaining benefit for them and the proper functioning of

the Exchange’s operations.

5.4. Managerial, Technical, and Physical Control

5401 The managerial, technical, and physical control that must be adopted to apply

Good Behavior Regulations include, but are not limited to:

a. Establishing specific policies and procedures.

b. Physical separation of offices, equipment, archives, books, and records.

c. Separation of personnel and their roles.

d. Restricted access to physical spaces, equipment, programs, and databases.

5402 The Exchange and its members will establish managerial, technical, and

physical controls to avoid to avoid the unauthorized flow of privileged

information within and without its facilities. “Unauthorized flow” is understood

to be the one allowing improper use of privileged information as is defined and

prohibited by article 196 of law Decree No. 1 of July 8th, 1999.

5403 The Exchange and its Members will establish managerial, technical, and

physical controls to keep its directors, dignitaries, employees, and

representatives from undertaking fraudulent activities that could damage the

securities market.

5404 The Exchange and its Members will establish managerial, technical, and

physical controls to ensure the confidentiality of all confidential information, as

per securities legislation and the Exchange’s Internal Regulations. These





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controls include confidentiality agreements to be signed by the Exchange

employees.

5405 The Exchange and its Members will adopt adequate controls to comply with

legal policies and dispositions established to prevent and avoid money

laundering.

5406 Managerial, technical, and physical controls referred to in this article will be

under the control of the Compliance Officer, who will periodically undertake

inspection as to their efficacy.

5.5. Prohibitions

5501 Members are prohibited from:

a. Trading securities based on confidential and/or privileged information.

b. Doing things in order to artificially vary a registered security’s price

quotation.

c. Recording or faking simulated operations.

d. Arranging nominal operations without a real securities or money transfer

when liquidating.

e. Giving deceitful statements to the Exchange and investors.

f. Assuming a behavior that creates a false impression on the market or a

registered security’s price quote.

g. Disclosing confidential information on operations taking place or in which

they intervene, except for information that must be communicated to the

Exchange or the authorities as per current national legislation.

h. Making excessively voluminous or frequent transactions when compared to

the magnitude and nature of the investment accounts they manage.





29

i. Committing with a client to share its profits or losses when trading

securities, or committing to indemnify the client for losses suffered while

trading securities.

CHAPTER VI SECURITIES INSCRIPTION

6.1. Securities Inscription Request

6101 Every issuer wanting to register and trade securities in the Exchange must

present the Board of Directors a written application along with the following

documentation:

a. Copy of its Articles of Incorporation, Bylaws, and their amendments, if any.

b. Certificate issued by the Public Registry Office stating the company’s

existence and the names of its current Directors and Dignitaries.

c. Copy of the audited Financial Statements for the last three fiscal periods

duly certified by an independent Certified Public Accountant and prepared

under the International Financial Reporting Standards or the United States

Generally Accepted Accounting Principles (US GAAP), and audited based on

the International Auditing Standards (NIA, in Spanish) or the United States

Generally Accepted Auditing Standards.

d. A list of three (3) banking and commercial references.

e. Pertinent biographical data on the directors, dignitaries, and main

executives of the issuing entity up to the date of the application.

f. Resolution from the Board of Directors or a competent body of the

company authorizing the issuance of the securities requesting registration.

g. Original copy of the securities registration before Superintendence of the

Securities Market. This condition is waived for dependencies of the





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Government of Panama and any other issuer whose securities do not

require registration as per the current national legislation.

h. Copy of the securities or proof of registration with a central securities

depository.

i. Certification of the signatures of the people subscribing the securities,

when the security is represented by a document.

j. Informational prospect with the characteristics of the issue as per the

established on the securities legislation.

k. Letter of commitment to honor and comply with the Internal Regulations

and all other current rules and procedures to the date of inscription or

dictated by the Exchange in the future.

l. Check or payment covering inscription expenses as detailed in the

Exchange Rate Manual.

m. Any additional information or document required by the Exchange.

6102 The Exchange may waive the conditions on sections a, b, d, and k of paragraph

6101 to issuers as long as this information is kept in their files. However, the

Exchange can request it again in order to keep the issuer’s information

updated.

6103 Issuers will be compelled to present any amendments done to the Articles of

Incorporation or Bylaws, accompanied by a Public Registration office.

6.2. Veracity and Precision of Information supplied by the Issuer

6201 Registration applications and reports delivered to the Exchange cannot contain

false information or statements on important facts.





31

6202 The issuers cannot omit information on important facts that must be disclosed

according to the securities legislation, or that must be disclosed so that

statements made on said applications and reports do not tend to be deceitful in

light of the circumstances in which they were made.

6.3. Approval, Suspension, and Cancellation of Securities Inscription

6301 The Exchange’s Board of Directors will decide on the securities inscription.

Approval of securities for their trading in the Exchange will be communicated to

the market along with information on the kinds of trading and the date of the first

trade.

6302 The Exchange may deny, suspend, or cancel the securities inscription when it

considers it does not comply with conditions and obligations established to start

or keep their trade, or whenever it deems necessary to protect the investors’

interests. As such, the Exchange may consider the following situations:

a. Noncompliance on the issuer’s part when presenting the financial statements

or other required information by the Exchange within the allotted time.

b. Price, volume, or frequency of trade under the minimum established limit

during a specific period.

c. Omitting to declare or declaring late important facts on the issuer’s part, as

per article 197 of Law Decree No. 1 of 1999.

d. Noncompliance on the issuer’s part on the obligations inherent to him as per

the securities legislation and the Exchange’s Internal Regulations.

e. Incapability of the issuer to meet his debts.

f. Any other situation that makes trading a defined security not recommendable

according to the Exchange.





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6.4. Obligations of the Issuers

6401 Issuers registered in the Exchange have the following obligations:

a. To comply with requirements established by the Exchange in order to keep

said registration current.

b. To comply with the Exchange’s Internal Regulations.

c. To notify the exchange immediately of any fact or event that may

significantly alter the company’s financial status or its securities’ trade in

the Exchange.

d. To present the Exchange with annual financial reports, audited by an

independent Certified Public Accountant, within three (3) months of the

closing of the corresponding tax period or within a smaller period

determined by the Board of Directors.

e. To Present the Exchange with quarterly financial statements, endorsed by a

Certified Public Accountant, within two (2) months of the closing of the

corresponding quarter or within a smaller period determined by the Board

of Directors.

f. To present the Exchange, within fifteen days of the approving general

session, the shareholders report of the last taxing exercise; this shall

include information determined by the Exchange’s regulations.

g. To timely pay registration and maintenance fees of the registered

securities.

h. To provide the Exchange at the appropriate time with financial information

to the previous period with forms and according to leaflets provided by the

Exchange for this purpose, and

i. To provide any other additional information or document required by the

Exchange.





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CHAPTER VII SECURITIES TRADING AND LIQUIDATION

7.1. Types of Traded Securities

7101 Securities and financial instruments, both public and private, allowed by the

Law and authorized by the Exchange, will be traded in it.

7.2. Securities Immobilization

7201 Every security to be traded in the Exchange must be previously deposited in a

central custody and liquidation depository, transfer agent, or any other

financial institution duly registered in the Superintendence of the Securities

Market or authorized by the Exchange.

7.3. Markets

7301 In order to organize the registered securities and financial instruments trading,

the Exchange will establish the rules of procedure for the following markets:

a. Primary market.

b. Secondary market.

c. Rebuy market.

d. State securities auctions.

e. Any other market allowed by the law and authorized by the Exchange.

7.4. Trading systems

7401 Securities trading will be done via an electronic system according to the market

type as per the procedure established by the Exchange.





34

7402 The outcry system will be used as a supplementary trading mechanism as

established in the Exchange’s Internal Regulations.

7.5. General Rules of the Electronic Trading system

7501 In the electronic trading system, securities bids are classified according to the best

call and put price. In every case, put bids are ordered inversely to the call bids.

7502 When the bid prices match, the first one entered into the system will prevail

before the others.

7503 Every Exchange Seat Holder can improve another Seat Holder’s call or put bid by

varying the price with a specific fixed amount to be established by the Exchange.

7504 Every call or put bid must indicate the security offered by using a mnemonic

established to this end, the amount of bonds or nominal securities, the

liquidation deadline, and the method of payment.

7505 No Exchange Seat Holder may enter a call and put bid with the same

characteristics and price separately. These transactions must be registered as

cross transactions.

7506 No Exchange Broker may accept a call or put bid from another Broker in his same

Exchange Seat Holder; however, he can modify or cancel it if so determined.

7507 The system will automatically register all transactions made, informing each of

the interested parties and the other Seat Holders of the closing of the operation.





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7508 Once the closing is done, the system will generate a confirmation at each of the

Exchange Seat Holders’ working station and the Exchange offices, which will be

kept as a record of the transaction.

7509 There are three kinds of orders:

a. Normal orders: These are offers that will remain in the system for a definite

amount of time, except when they are modified or accepted by another

Exchange Seat Holder. After the deadline, if no closing has happened the

system will automatically close them.

b. Final orders: These are orders that will remain in the system as valid

throughout the session, except if they are modified or withdrawn by the

Broker or if closing happens.

c. Open orders: These are orders that will remain in the system as valid until

executed or eliminated by an authorized Broker, for as many days as the

Broker determines. The system will show these orders daily until their

elimination. The system will automatically cancel open orders within thirty

days of their inclusion; however, in case the brokers confirm with their

clients their interest in keeping the order open, it will be reentered into the

system.

7510 The electronic trading system will function with or without previous or later

authorization from the Exchange Seat Holders and Brokers, according to the

following types:

a. Public System: Where the system identifies the Purchaser and Seller in every

step of the process.

b. Semi-blind System: Where the system identifies the Purchaser and Seller once

the closing of the transaction happens.





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c. Blind system: Where bid, closing, and later compensation and liquidation

procedures are made without identifying the Exchange Seat Holders involved

in the operation.

7.6. Types of Operations

7601 Stock market operations, according to the moment of liquidation, can be:

a. Today.

b. Cash.

c. Installments.

d. Others authorized by the Exchange.

7602 Today operations must be liquidated by both Brokers on the same day they are

made.

7603 Cash operations must be liquidated within the second working day after the date

of operation at the latest.

7604 On installments operations, delivery of money or securities, or both, can be

convened for the future within the maximum terms allowed by the Exchange

without keeping the parties form liquidating before the agreed deadline is met.

On installment operations, Exchange commissions must be paid at the moment of

liquidation.

7605 Operations will be “option to call” when the purchaser reserves the right to

abandon the operation against losing the corresponding premium, and “option to





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put” when the seller reserves the right to abandon the option, having previously

paid the corresponding premium.

7606 According to its type, operations can be cross or agreed. In cross ones, one Seat

Holder assumes the call and put position by offering and demanding securities on

several clients’ behalf and accepting the bids presented by the same. Bid and

acceptance of a cross operation must correspond with different principals’

businesses.

On agreed ones, the Seat Holder assumes one position, be that a call or a put one.

7.7. Operations on indexes, margins, and other derivatives

7701 The Exchange will establish dispositions to regulate operations on indexes and

margins related to securities stock trading and other derivatives of said

transactions.

7.8. Stock trading sessions

7801 Stock trading in the Exchange will be done according to the market and the kind

of securities traded in different, separate sessions according to procedures

established by the Exchange.

7802 Stock sessions will take place continuously and uninterrupted within Exchange

hours. However, the General Manager, or whoever presides over the session in

his behalf, may suspend it when he considers unjustified quotes are being

produced.





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7803 During the session, only justified transactions can be annulled as per the

Exchange’s Internal Regulations. No transaction can be annulled after the

session. However, in both cases corresponding fines can apply if need be.

7.9. Securities Liquidation

7901 The Exchange Seat Holder, when making a transaction via the electronic

trading system, automatically authorizes the Exchange to liquidate said

operation through a Central depository.

7902 Transactions will be liquidated via the delivery or transfer of securities or stock

rights of the same.

7903 In no case whatsoever can the Exchange or its Members accept cash as a

method of payment or liquidation.

7904 Liquidation of contracted operations as per these Regulations is mandatory for

the Exchange Seat Holder owners involved in it, who will be liable for their

resolution before the Exchange with all their patrimony and, especially, with

the warrant presented in compliance with these regulations.

7905 Liquidation date will be determined by the securities transfer and dividend or

interest setting corresponding with the traded securities.





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CHAPTER VIII INQUIRIES AND PENALTIES

8.1. Exchange Compliance Officer

8101 The Exchange will name a Compliance Officer who shall have a Main Executive

License issued by the Superintendence of the Securities Market. The

Compliance Officer will be a high level officer within the Exchange’s

hierarchical structure and will report to the Board of Directors and the General

Manager.

8102 The Exchange Compliance Officer will be liable of ensuring the Directors,

Exchange employees, and Exchange Members comply with their obligations

per the securities legislation, the money laundering preventive legislation, and

the Exchange Internal Regulations.

8103 The Compliance Officer will mainly have the following roles:

a. Supervising stock transactions in order to timely detect fraudulent or

damaging activities to the market and those that can be related to money

laundering.

b. Ensuring the timely presentation of required financial statements and

reports by the Superintendence of the Securities Market.

c. Ensuring preparation and development of the “Get-to-Know-your-Client”

and money laundering prevention policies.

d. Declaring cash or quasi-cash transactions for amounts above ten thousand

Dollars (USD 10,000.00) to the Financial Analysis Unit via the

Superintendence of the Securities Market as per current national legislation

on money laundering prevention.





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e. Informing the Financial Analysis Unit of any event, transaction, or operation

under suspicion of being related to money laundering as per current

national legislation on money laundering prevention.

f. Keeping documents related to clients and their transactions for a minimum

of five years.

g. Developing a continuous education policy with the Broker Dealer House

employees.

8.2. Stock Operations Supervising Committee

8201 The Exchange will have a Stock Operations Supervising Committee appointed

by the Board of Directors, made up by five people minimum, of which half plus

one must be ex-Presidents and the others Exchange directors; it is given

disciplinary faculties in order to investigate and penalize violations to the

Exchange’s Internal Regulations and securities legislation.

8202 The Stock Operations Supervising Committee will be totally independent and

have general power to define its work methodology, solve disciplinary cases

the Exchange Management submits, and make decisions on them.

8.3. Investigative Faculties

8301 The General Manager, the Compliance Officer, and the Stock Operations

Supervising Committee may require from Members and their Brokers, either

via a written notice or in situ, information and documents deemed necessary in

order to investigate possible violations to the securities legislation or the

Exchange’s Internal Regulations, or to verify compliance of the

aforementioned.





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8.4. Disciplinary Process

8401 Before imposing a penalty against a member or a Director, Dignitary, or a

Member’s employee, the Exchange will start a disciplinary process in which the

charges formulated against said member or person, and proof supporting

them, are specified.

8402 The Exchange will notify the defendant in person of the charges and the proof

presented against it. when the disciplinary process is against a Member, notice

will be given to one of the Exchange Seat Holder Main Executives.

8403 The Member or the person against whom the charges are made will be entitled

to defend itself from the same and present evidence deemed necessary as long

as it is not illegal; as such, it can request an audience in writing within five days

of the notification of charges. The parties will set said audience’s date

considering the time needed to obtain evidence, but, most of all, it shall

happen within thirty calendar days at the latest from the audience request

application.

8404 In case the Member or person charged does not make an audience application

within the allotted time, it is assumed he accepts the charges and must comply

with the penalty imposed to it.

8405 The Exchange will keep a record of all actions within a disciplinary process and

will keep minutes of all audiences celebrated.

8406 Every disciplinary decision carrying penalty against a Member, or a Director,

Dignitary, or Member’s employee, must be notified in person and will include:





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a. A statement of facts and the offence or omission claimed against said

Member or person;

b. Arguments and evidence the defendant may have put forward in its

defense;

c. Internal regulations breached, be that by offence or omission;

d. Penalty applied and it reason, and

e. The term and formalities in order to appeal the decision according to

Chapter IX of these Regulations.

8407 The Exchange will keep a detailed file for at least five years.

8408 The Exchange must notify the Superintendence of the Securities Market about

the violations to the securities legislation as soon as it becomes aware of them,

and about the penalties applied.

8.5. Penalties

8501 Violation to the Exchange’s Internal Regulations or noncompliance of

obligations foreseen in them will cause one or more of the following penalties:

a. Expulsion of a Member, Broker Dealer House, Dignitary, or Exchange Seat

Holder employee.

b. Suspension of an Exchange Seat Holder.

c. Limitation of rights of the Exchange Seat Holder.

d. Penalty to the Exchange Seat Holder.

e. Warning to the Exchange Seat Holder or its personnel.

f. Any other so determined by the Exchange’s Board of Directors.





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8502 Penalties will be applied according to the seriousness of the offence and its

reiteration according to procedures established on article 8.4 of these

Regulations, and will not cause compensation at all for the defendant.

8.6. Conflicts of Interest

8601 No person can vote when deciding a matter in which he has previously

participated or in which he has direct or indirect interest. A person is

understood to have direct or indirect interest when he is related to the matter

in one of the following ways:

a. Being work related with the natural or legal entity deciding the matter.

b. Being in control of the legal entity deciding the matter, as per article 1 of

Law Decree No. 1 of July 8th, 1999.

c. A clear friendship with or enmity against the natural person or major

shareholders or directors of the legal entity deciding the matter.

8602 As far as this article is concerned, the term “legal entity” includes its affiliates,

as was defined by article 1 of Law Decree No. 1 of July 8th, 1999.

8.7. Measures for Noncompliance of Managerial Obligations

8701 The Exchange may limit an Exchange Seat Holder rights or suspend its

operations without the need for a disciplinary process when:

a. It does not have the compliance warranties established by the Exchange

anymore.

b. It does not comply with the investment and liquidity rules established by

the Exchange.





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c. It does not pay operation costs and maintenance fees, and other

obligations established by the Exchange in a timely manner.

d. Does not comply with obligations deriving from its contracted operations

for causes liable to him.

8.8. Precautionary measures

8801 In order to guarantee the market’s good performance and transparency, the

Exchange General Manager may order an Exchange Seat Holder’s or its

personnel’s immediate suspension of activities while facts that may lead to a

penalty or affect the Exchange’s activities are investigated.

CHAPTER IX APPEALS

9.1. Appeals against managerial and disciplinary decisions

9101 The General Manager and Committees’ decisions may be appealed before the

Board of Directors.

9102 When the Board of Directors resolves on an appeal, it avoids conflicts of

interests according to article 8.6 of these Regulations.

9103 The appellant will have a timeframe of five working days as from the following

day to the decision notification to submit the corresponding appeal to the

Board of Directors in writing and signed by the interested party, clearly stating

the appealed decision, the reasons to request its revocation, and any evidence

deemed pertinent.





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9104 Appeals must be resolved within no more than ten working days as form the

appeal submission.

9105 The Board of Directors must notify the appellant of its decision of keeping,

revoking, or modifying the decision, and the reasons why it adopted said

decision.

CHAPTER X SOLVING CONTROVERSIES

10.1. Arbitration system

10101 The Exchange will keep, through a specific regulation, a voluntary arbitration

system to resolve patrimony conflicts arising from stock operations between

the Exchange Seat Holders, between the Brokers and their Seat Holders, or

between the latter and their clients.

CHAPTER XI

DISCLOSING INFORMATION

11.1. Advertising the Trade and Information of Issuers

11101 The Exchange will widely disclose information on registered securities, their

issuers, daily transaction volume, and closing price of registered securities.

11102 The Exchange will keep a file with the information obtained periodically on

companies and registered securities, information to be made available to Seat

Holders and which will be disclosed in the most convenient way.

CHAPTER XII





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FINAL AND TRANSITORY DISPOSITIONS

12.1. Amendments to the Internal Regulations

12101 These Regulations may be amended by the Exchange Board of Directors with a

positive vote of the Exchange member’s absolute majority in a special session

called out to that effect, and, in any case, said amendment will be subject to

the approval of the Superintendence of the Securities Market for it to come

into force.

The Secretary of the Panama Stock Exchange Board of Directors certifies that these

Internal Regulations are the final version (sole text) approved by the

Superintendence of the Securities Market of Panama with Resolution No.SMV-177-13

of May 7th, 2013.

Regards, __________________________ Ricardo Arango Secretary to the Board of Directors Bolsa de Valores de Panamá, S.A.

PANAMA STOCK EXCHANGE INTERNAL REGULATION CONTENTS

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