Panama

Panama, June 30, 2026. Morgan & Morgan acted as legal counsel to Grupo Financiero BSC (formerly, Inversiones Cuscatlán Centroamérica, S.A.) (“Grupo BSC”) and subsequently to Banco La Hipotecaria, S.A. (“Banco La Hipotecaria”), a member of Grupo BSC’s economic group, in connection with the closing of the acquisition of Banistmo, S.A. (“Banistmo”). The Firm advised on the transaction from the execution of the share purchase agreement entered into in December 2025 between Grupo Cibest, S.A. (“Grupo Cibest”), as seller, and Grupo BSC, as the original purchaser (the “SPA”). Prior to closing, Grupo BSC assigned its rights and obligations under the SPA to Banco La Hipotecaria, which ultimately acquired 100% of Banistmo’s shares on the closing date, thereby incorporating Banistmo and its subsidiaries — including Banistmo Investment Corporation, S.A. and Leasing Banistmo, S.A. — into Grupo BSC’s economic group. Grupo Cibest, headquartered in Colombia, is the parent company of Bancolombia. Banistmo is a Panamanian corporation operating under a General Banking License through the entity currently known as Banistmo, S.A., the successor to a series of corporate reorganizations, acquisitions, and mergers that integrated banking operations dating back to 1984 in Panama and is one of the country’s leading private banks by deposits and loan portfolio. Grupo BSC is a Central American regional financial group with banking and insurance operations in El Salvador, Guatemala, and Honduras. In 2025, Grupo BSC expanded its presence into Panama and Colombia through the acquisition of 100% of La Hipotecaria (Holding), Inc., the holding company of Banco La Hipotecaria, which served as the ultimate purchaser in the transaction with Grupo Cibest and operates as a bank under a General Banking License issued by the Superintendency of Banks of Panama. The completion of the transaction strengthens Panama’s banking sector by incorporating Banistmo and its subsidiaries into a regional financial group with operations across multiple jurisdictions, further consolidating Grupo BSC’s position in Central America. The transaction was led by partners Roberto Vidal and Ana Carolina Castillo, together with partners José Rafael Reyes and Sophia Lee, senior associates Miguel Arias Mamais and Allen Candanedo, and associates David Ramos, Ariana Linares, Arantxa Fernández, and Eduardo Oteiza. The team provided comprehensive corporate, banking, regulatory, and capital markets advice throughout the transaction, from the negotiation and execution of the SPA through the assignment to the ultimate purchaser, the satisfaction of the condition’s precedent, and the successful completion of the closing.

Panama, May 11, 2026. Morgan & Morgan acted as Panamanian legal counsel to Generadora de Gatún, S.A. (“Gatún”) in a landmark international bond issuance in an aggregate amount of US$1.05 billion, structured under Rule 144A / Regulation S. The issuance was registered with the Panamanian Superintendency of the Securities Market (Superintendencia del Mercado de Valores) and listed on the Latin American Stock Exchange, S.A. (Latinex), achieving a successful placement with institutional investors globally. The bonds were successfully placed internationally obtained investment-grade ratings from Moody's (Baa3) and Standard & Poor's (BBB-), and attracted demand in excess of US$4.6 billion — more than four times the amount offered — from over 100 institutional investors across the United States, Europe, and Latin America, reflecting strong international market confidence both in the project and in Panama as a strategic energy infrastructure hub. The firm’s advice also included the structuring and documentation of a letters of credit facility, designed to enable the company to use bank guarantees to comply with certain obligations under the bonds. The proceeds of the issuance were primarily used to refinance the debt originally incurred for the construction of the Gatún power plant, allowing the company to optimize its capital structure and consolidate a stronger and more sustainable financial platform for the project’s long-term operation. The bonds are secured by a local security package that includes a security trust, a share pledge, mortgages over fixed assets and movable property, an irrevocable assignment of project revenues, and a conditional assignment of material contracts. Gatún is the owner and operator of the largest power generation plant in Panama. The plant, located on Telfers island in the Province of Colón, Republic of Panama, has a total installed capacity of 670 MW and is the largest combined-cycle liquefied natural gas–fired power plant in Central America and the Caribbean. Since the commencement of its commercial operations in October 2024, the plant has been established as a strategic asset for the country's energy security, providing system reliability – as an energy transition fuel – and enabling greater integration of renewable energy into the national power grid. Gatún is a subsidiary of Group Energy Gas Panama S. de R.L., which is jointly owned by InterEnergy Power & Gas Ltd. (part of InterEnergy Group, a key player in the energy sector in Latin America and the Caribbean with a focus on renewable energy and energy transition) and AES Panamá S. de R.L. (a subsidiary of The AES Corporation, one of the leading global power generation and energy supply companies, with one of the most significant generation portfolios in Panama). The issuance represents one of the largest and most significant and sophisticated private financing transactions both in the energy sector and capital markets in Central America and the Caribbean. The transaction was led by partners Kharla Aizpurúa O., and Ana Carolina Castillo, together with partner Ricardo Arias, senior associates Mónica Moreno and Miguel Arias, and associates Ariana Linares and Eduardo Oteiza.

Introduction Most readers will know that the origin of this topic, like many others, related to changes in anti–money laundering, counter‑terrorist financing and counter‑proliferation regimes is found in the FATF Recommendations, also known as the “International Standards.” The FATF Recommendations, first issued in 1990, have undergone numerous modifications. Some revisions have been broad and substantive, while others have resulted only in targeted adjustments. This is the case with Recommendation 24, “Transparency and beneficial ownership of legal persons” and its Interpretive Note, both of which were amended and adopted at the October 2024 FATF Plenary following a complex consultation process involving countries, organizations and even private‑sector stakeholders. Recommendation 24 was revised, among other aspects, to include an obligation for countries to adopt effective measures ensuring that shareholders and directors acting as nominees are not misused for money laundering or terrorist financing purposes. Likewise, the Interpretive Note incorporated three mechanisms suggested by FATF to safeguard against the misuse of nominee services: Transparency Mechanism This mechanism requires any person acting as a nominee to disclose their status, as well as their own information and that of the person who appoints them (nominator), to the company and to any relevant registry so that such information can be officially recorded. Depending on the system adopted by each country under Recommendation 24, the “registry” may include the share register, the Companies Register, or the Beneficial Ownership Register, where such a register exists. The registry must maintain this information, and the nominee status must be made public, for example, through a label or asterisk placed next to the nominee’s name. Licensing Mechanism Under this approach, nominees must obtain a license or belong to a licensed and regulated profession under AML laws. The country must therefore establish a formal licensing and regulatory system. In addition, the Transparency requirements described under the first mechanism must also be met. Prohibition A country may opt to partially or fully prohibit the use of nominee shareholders and/or nominee directors, eliminating the figure entirely or allowing it only under strict conditions. Following these changes, various jurisdictions have begun reviewing and updating their legal frameworks to align with the new standards of Recommendation 24. Country Case Studies Panama — Transparency Requirement Panama follows the Transparency Requirement. Through Agreement JD‑02‑2022, controls were established over the provision of nominee services. The Agreement imposes strict obligations on annual risk assessments, enhanced due diligence, detailed documentation, traceability and risk mitigation, all within the framework of Law 23 and its risk‑based approach. Additionally, the Agreement requires resident agents to submit annual declarations indicating (i) the number of companies with nominee relationships, and (ii) information regarding nominees and their nominators. British Virgin Islands — Transparency Requirement The British Virgin Islands has also adopted the Transparency Requirement. Beginning January 2nd, 2025, the BVI Business Companies (Amendment) Act, 2024 and the related Beneficial Ownership and Companies Regulations 2024 entered into force, introducing major transparency obligations directly affecting the use of nominee shareholders and nominee/professional directors. Companies must now file specific information with the Registrar whenever a shareholder acts in a nominee capacity, including the nominator’s identity and the dates on which nominee relationships begin or end. In addition, companies must file their Register of Members (capturing any nominee status) with the Registrar on a non‑public basis. With respect to directors, the BVI does not formally prohibit nominee directorships but has introduced new filing requirements. These obligations expand regulatory oversight and transparency for individuals offering nominee director services, complementing the broader reforms to beneficial ownership reporting and member register filings. As a result, nominee directors are now more visible to authorities. Bermuda — Prohibition Requirement Bermuda has opted for the Prohibition Requirement. On 21 November 2025, the Companies (Prohibition of Bearer Shares and Nominee Directors) Amendment Act 2025 was passed and came fully into force on 10 December 2025. This Act amends the Companies Act 1981 and the Limited Liability Company Act 2016 with respect to bearer shares, nominee directors, alternate directors and beneficial ownership record‑keeping. Under the amendments, the appointment of nominee directors is expressly prohibited. Although the legislation does not define “nominee,” Bermuda relied on the definitions included in the FATF Standards. Bahamas — Mixed Regime (Transparency + Prohibition) Bahamas presents a mixed regime, fully permissible under Recommendation 24, combining the Prohibition Requirement (for nominee directors) and the Transparency Requirement (for nominee shareholders). The International Business Companies (Amendment) Act, 2025, published in the Official Gazette of 19 June 2025, introduces major amendments to the Companies Act (Ch. 308) and the IBC Act (Ch. 309). The most relevant changes include: Explicit Prohibition of Nominee Directors Through the insertion of Section 41A, “Prohibition of Nominee Directors,” the Act prohibits individuals acting under the instructions of a third party (such as a beneficial owner) from serving as directors of an IBC in The Bahamas. Transparency Requirement for Nominee Shareholders When a shareholder acts as a nominee: this must be explicitly indicated in the Memorandum and the Register, a declaration of trust identifying the beneficiary must be executed and kept at the company’s registered office, and the nominee shareholder must disclose the identity and relevant particulars of the person on whose behalf they act, in compliance with the Register of Beneficial Ownership Act 2018. The Act includes a six‑month transitional period for companies to replace nominee directors and update their records and beneficial ownership documentation. Belize — Licensing Requirement Belize adopted the Licensing Requirement with the issuance of the Financial Services Commission (Nominee Shareholders and Directors) Regulations, 2025 (SI No. 158 of 2025). This regulation transforms the provision of nominee services into a regulated activity requiring prior licensing or authorization from the FSC to the service provider, fit and proper test to the proposed nominees which need to be employed by the registered agent with management position or if not provided by the registered agent, be nominated only once directly by the Beneficial owner and be physically present in Belize during the period appointment. This regime is accompanied by continued transparency obligations, including disclosure of nominee status and nominator identity to registries and authorities, are fully consistent with the second mechanism permitted under Recommendation 24. The regulations also impose strengthened obligations on registered agents, who must identify, document and report all nominee relationships and must submit a declaration to the authority within six (6) months of the regulation’s entry into force, detailing: the measures adopted to identify nominee relationships, the compliance status of all companies under administration, and a list of non‑compliant companies, with reasons or justifications. In summary, Belize professionalizes and subject’s nominee service providers to prior supervision while preserving the transparency sub‑requirements established by FATF. Nevis — Licensing Requirement Nevis meets FATF expectations for beneficial ownership transparency through a simple but effective model centered on its system of licensed Registered Agents. Legislation requires that beneficial ownership information of Nevis legal persons be obtained and maintained by these agents, who must keep such information adequate, accurate and up‑to‑date, in accordance with the obligations imposed on trust and corporate service providers. This information is kept in the Registered Agent’s records (separate from the internal registers of members or directors that companies must maintain) ensuring that authorities can access verified ownership and control data when necessary while preserving the jurisdiction’s longstanding confidentiality framework. With respect to nominee arrangements, Nevis adds an additional compliance layer through its licensing regime under the Nevis Trust and Corporate Service Providers Ordinance, 2021. Applicants seeking a Class I or Class IV license, both of which authorize the provision or arrangement of nominee directors or nominee shareholders, must expressly indicate that they will provide nominee services and must submit full due‑diligence information on the individuals who will act as nominees as part of the regulator’s fit‑and‑proper assessment process. This mechanism preserves confidentiality, since nominee identities are not publicly disclosed, while ensuring that the Regulator has complete visibility over who is acting as a nominee within Nevis incorporated entities. As a result, Nevis complies with international standards by guaranteeing regulatory access to verified beneficial ownership and nominee information, yet maintains the non‑public, privacy‑protective structure characteristic of the jurisdiction. Cross-Cutting Observations Across all jurisdictions examined, regardless of the mechanism chosen to mitigate misuse of nominee services, there are sanctioning frameworks applicable both to companies and to providers of nominee services. Whether through enhanced transparency, licensing requirements or outright prohibition, each regime incorporates administrative and/or monetary penalties for failures to comply with disclosure, registration, verification or authorization obligations, ensuring that nominee arrangements remain subject to effective controls and an enforcement structure consistent with FATF standards. Among the approaches reviewed, licensing emerges as the most balanced and comprehensive mechanism for managing nominee arrangements. In addition to ensuring that the identities of both nominee and nominator are formally recorded, thus capturing all the benefits of transparency‑based models, licensing places these actors within a regulated perimeter. By requiring nominee service providers to operate as licensed persons or entities, jurisdictions introduce a further layer of institutional control: one that empowers competent authorities to supervise, monitor and enforce compliance on an ongoing basis. This supervisory oversight strengthens the integrity of nominee services, aligns market practices with FATF expectations, and enhances the overall reliability of corporate transparency frameworks by ensuring that nominee activities are not only disclosed, but also subject to continuous regulatory scrutiny. By contrast, an outright prohibition of nominee arrangements represents the most restrictive and arguably the least proportionate approach. International organizations, including the World Bank and the FATF, acknowledge that properly regulated nominee arrangements can serve legitimate and sometimes necessary purposes within corporate governance systems. These include compliance with local laws requiring a minimum number of directors, the need for companies to access specialized managerial expertise, or situations in which a shareholder may require a trusted individual to exercise representation on their behalf in the conduct of corporate affairs. Blanket bans on such arrangements overlook these legitimate use cases and risk infringing upon individual rights protected under national constitutions or human rights frameworks, particularly where the freedom to choose representatives or structure corporate governance is recognized. Consequently, prohibition may compromise both proportionality and legal soundness, making it a far less balanced option compared to licensing or enhanced‑transparency models. Conclusion The reforms undertaken by various jurisdictions to mitigate the misuse of nominee services represent a significant advancement toward the transparency and traceability objectives required under FATF Recommendation 24. Although countries have adopted different mechanisms, all converge on the need to ensure that nominee services are not used to obscure beneficial ownership or facilitate money laundering or terrorist financing. However, it is essential to emphasize that choosing the appropriate mechanism requires more than meeting formal requirements. Countries must be particularly careful when determining which model to implement and how to design it, ensuring full alignment with FATF’s technical definitions of nominator, nominee, nominee director and nominee shareholder. These definitions are not merely conceptual, they provide the necessary foundation to avoid regulatory gaps, ensure coherence, and guarantee that disclosure, registration and control obligations effectively reach the individuals who truly own or control legal persons. Eyra Michelle Perdomo Ballesteros Attorney Private Wealth Law & Corporate Services team Morgan & Morgan Email: [email protected]

There are more than 35 compliance companies duly registered and regulated by the Panamanian Superintendence of Non-Financial Regulated Subjects. To help eradicate from our country the crimes of corruption, tax evasion and money laundering, to improve our international image as a financial center and to get out of the grey listings of the EU and OECD, among other reasons, a new industry has been formed, generating qualified and highly specialized jobs: the regulated compliance companies. Panama is one of the few countries in the world that strictly regulate these types of companies that play a vital role in avoiding the aforementioned crimes and help create a culture of compliance. Panama wisely decided that those who train and help companies in the non-financial sector to follow the rules of due diligence, know your customer and promote the culture of compliance, had to be companies with certain characteristics, specialized capabilities and that met a number of strict requirements demanded by law. There is no doubt that foreign companies seeking to invest in Panama appreciate the development of this industry in the national economy and require, often, that their local counterpart has manuals and policies on compliance, money laundering and corruption prevention, among others. The threat of money laundering in our economy will not disappear once we get off the international lists of the different agencies that label Panama as deficient around supervision of money laundering non-financial companies. We must not forget past and recent scandals and the use of real estate to launder the proceeds of the sale and transfer of drugs and other crimes. It is a rare occasion when a police operation does not confiscate luxurious residences and expensive automobiles from these criminals.  Some company or private individual sold those assets. Had that company complied with due diligence process? The Panamanian Association of Compliance Companies (APEC) is in discussions with the Superintendence of Non-Financial Regulated Subjects and various associations and institutes to give, free of charge, seminars to create awareness among businessmen of the need to spread the culture of compliance in our business sector. Author: Alvaro Tomas