Morgan & Morgan

Panama, June 30, 2025. Morgan & Morgan acted as legal counsel to Venasty Assets Corp., a Panamanian investment group led by Juan E. Melillo and Sergi Lucas Fernández, in connection with the negotiation and signing of a private share subscription agreement through which Venasty agreed to subscribe a majority stake in Grupo Bandelta Holding Corp. (GBHC), the parent company of Banco Delta, S.A. and its subsidiaries. The transaction, which is conditioned upon the approval of the Superintendency of Banks of Panama regarding the change of control, involves the subscription of newly issued common shares by GBHC, granting Venasty a controlling position in the entity. The Morgan & Morgan team involved in this transaction included partner Francisco Arias G., senior associate Mónica Moreno, and international associate Miguel Arias M. About Venasty Assets Corp. Venasty Assets Corp. is a Panama-based investment company specializing in banking transformation processes and institutional strengthening. The group, led by Juan E. Melillo and Sergi Lucas Fernández, brings extensive experience in commercial, regional, international, and investment banking. Its strategic focus is on operational modernization, enhanced corporate governance, and regulatory compliance. The transaction marks a key step in its vision to promote sustainable, digitally advanced financial institutions with a positive impact on local economic development. About Banco Delta, S.A. Banco Delta was founded in 2006 as the second microfinance bank in Panama, with a mission centered on transforming lives through access to credit and financial services. Over the years, it has established itself as a 100% Panamanian bank focused on serving traditionally underserved segments. The incorporation of Venasty Assets aims to strengthen the bank’s capital base, accelerate its digital transformation, and position it as a profitable, innovative institution with high standards of transparency and operational efficiency.

Panama City, June 12, 2025 — FUNDAMORGAN, a nonprofit organization that leads the community social axis of Morgan & Morgan´s ESG strategy, celebrates its 25th anniversary this year, reaffirming its commitment to access to justice and citizenship education as pillars for a better Panama. Since its foundation in 2000, FUNDAMORGAN has worked to build bridges between the private sector and the country’s most pressing social needs, with a transformative vision that has directly impacted thousands of lives. “Our work is grounded in the belief that access to justice and human rights education should not be a privilege. These 25 years have shown us that change is possible when we work in partnership—with empathy, commitment, and a forward-looking vision,” said Marina Pérez De Cárdenas, Executive Director of FUNDAMORGAN. Flagship Programs Community Legal Assistance Program Provides free legal advice and representation to women survivors of gender-based violence in criminal and family proceedings, prioritizing those earning less than B/.800 per month and residing in Panama City, San Miguelito, La Chorrera, and Arraiján. The program also includes prevention workshops, inter-institutional partnerships, and legislative advocacy. Impact: • 3,800 legal proceedings • 8,000 legal consultations • 17,600 people reached through awareness efforts Pro Bono Program Since 2011, Morgan & Morgan became the first Panamanian company to sign the Pro Bono Declaration of the Americas. Since then, the firm has contributed over 17,000 hours of volunteer legal work benefiting more than 25 social organizations and public interest projects. The firm has also been recognized as a “Leading Light” in Latin America by the Pro Bono program for 12 consecutive years. Responsible Citizenship Program Targeted at youth aged 15 to 30, this program strengthens civic competencies, promotes democratic values, and encourages respect for human rights through training, participation, debate, art, and culture. Key initiatives include: • Co-creation of the youth space at the Panama International Book Fair • Competitive microgrants for youth-led projects • Artistic creation program in partnership with MAC Panama • Youth gatherings, forums, and camps Impact: • 23,000 youth participants • 150 educational institutions benefited Eduardo Morgan Álvarez Scholarship Program Provides financial support to outstanding law students at the University of Panama. To date, 40 students have benefited from the program. “FUNDAMORGAN was born as a tribute to the vision of our grandfather, Eduardo Morgan Álvarez, and today it is a legacy that continues to grow thanks to the ongoing support of all the organization’s partners. Every life we impact reminds us why it’s worth continuing to build a more just Panama,” said Diana Morgan, Chair of FUNDAMORGAN’s Board of Directors. Over the past 25 years, FUNDAMORGAN has mobilized hundreds of volunteers, established partnerships with national and international institutions such as UN Women, MIDES, and APLAFA, and maintained a strong commitment to equity, ethics, and sustainability. This anniversary not only commemorates the journey so far but also renews the commitment to a future where justice and civic participation are a reality for all. “FUNDAMORGAN: 25 Years of Transformation” Press Contact Marianela Ferrer [email protected] 206-7060 http://www.fundamorgan.org Instagram: @fundamorganpa LinkedIn: FUNDAMORGAN Facebook: Fundamorganpa TikTok: @fundamorganpanama

Panama, June 11, 2025. Morgan & Morgan acted as legal counsel to Sojitz Corporation in the acquisition of 100% of the shares of Petroautos, S.A., the exclusive distributor of the Hyundai brand in Panama. With over 30 years of experience, Petroautos has established itself as one of the leading players in the Panamanian automotive sector, operating a network of nine dealerships nationwide and offering comprehensive services ranging from vehicle importation and sales to after-sales service and spare parts. According to a statement from Sojitz Corporation, this transaction represents a strategic step for the Japanese conglomerate, which has over 50 years of experience in automotive distribution across more than 50 countries. In Panama, Sojitz is already actively involved in the automotive sector through its subsidiary Sílaba Motors, the authorized distributor of KIA, MAZDA, OMODA, JAECOO, KARRY, and NIU. With the addition of Petroautos, Sojitz Corporation significantly strengthens its presence in the country and expands its portfolio of leading automotive brands in the local market, reinforcing Sojitz’s commitment to long-term investment in Panama. The legal team from Morgan & Morgan was led by partners Inocencio Galindo and Roberto Vidal, along with international associate Miguel Arias, with the support of José Rafael Reyes, partner at the firm’s tax department, who provided tax advisory services for the transaction. As a key part of the process, Morgan & Morgan also conducted a thorough legal due diligence of Petroautos and its operations. This work was led by partners Inocencio Galindo and Roberto Vidal, together with international associate Miguel Arias, and supported by partner Milagros Caballeros, senior associate Allen Candanedo, associates Arantxa Fernández, Ariana Linares, Katia Pallares, and associate David Ramos.

Panama, April 2, 2025. Morgan & Morgan advised the shareholders of Aguafuerte, S.A. and Aquavoltaic, S.A. (the “Companies”) on the sale of their shares to Cox Energy. Cox Energy is a leading company in the development and promotion of energy solutions in America, Europe, Africa, and the Middle East. The Companies operate two solar plants of 12 MW each —Solar Pro I and Solar Pro II— both located in the Province of Chiriqui and in operation since early 2025. The acquisition of Solar Pro supports the energy diversification of Panama, where more than 60% of the current electricity generation comes from hydro sources. Enrique Riquelme, CEO of Cox Energy, highlighted in a statement that this operation reflects the company's commitment to energy transition and sustainable prosperity in the regions where it operates. Solar Pro I and Solar Pro II represent a boost to the country's development by generating employment and contributing to the advancement towards a greener and more resilient economy. Partner Ana Carolina Castillo and international associate Miguel Arias participated in this transaction.

Panama, April 8, 2025. Morgan & Morgan acted as legal counsel to Bank of China Limited, Panama Branch, in the issuance of US$500,000,000 Floating Rate Notes due 2028, under the U.S.$40,000,000,000 Medium Term Note Programme established and updated by Bank of China Limited (a joint stock company incorporated in the People’s Republic of China). The proceeds will be used for general corporate purposes. Fitch Ratings assigned the notes a final rating of 'A'. The Bank of New York Mellon, London Branch, acted as Trustee and Paying Agent and The Bank of New York Mellon NA/SV, Luxembourg Branch, acted as Registrar and Transfer Agent. Application will be made for the listing of the Notes on the Chongwa (Macao) Financial Asset Exchange Co., Ltd. (“MOX”). The Floating Notes were issued and subsequently settled through Euroclear Bank SA/NV and Clearstream Banking S.A., which are two of the largest international central securities depositaries (ICSDs) in the world. Partner Ricardo Arias, and associate Ariana Linares, participated in this transaction.

Morgan & Morgan advised Banco Davivienda Panamá in connection with the execution of an agreement seeking the integration of the operations of Scotiabank Panamá (the Bank of Nova Scotia) into Banco Davivienda Panamá. Panama, January 6, 2025. Morgan & Morgan acted as legal counsel to Banco Davivienda Panamá in connection with the execution of an agreement seeking the integration of the operations of Scotiabank Panamá (the Bank of Nova Scotia) into Banco Davivienda Panamá. In addition to the integration of Scotiabank Panama's operations into Banco Davivienda Panama, Scotiabank's operations in Costa Rica and Colombia will also be integrated into the Davivienda Group in those countries. The implementation of this transaction is subject to the respective approvals of the regulators in each jurisdiction, which are expected to be obtained in the second half of 2025. Partners Roberto Vidal, Ana Carolina Castillo, Jose Rafael Reyes, Sophia Lee, and associates Ariana Linares, Angelica Ortiz, David Ramos, Katia Pallares, Arantxa Fernandez, and Perla Piña, advised Banco Davivienda Panamá in this transaction.

For twelve consecutive years, Morgan & Morgan has received the “Leading Lights” recognition in Latin America for the firm´s Pro Bono program. Only Morgan & Morgan achieved this status in Panama, sharing honors with leading regional firms. This distinction is granted annually by Latin Lawyer, who, together with the Cyrus R. Vance Center for International Justice, investigates the institutionalization of the practice within the firms and the participation of their legal team. In 2024, Morgan & Morgan reaffirms its commitment to offer legal advice to more than 25 non-for-profit organizations (NGOs), highlighting the advice provided to Banco de Alimentos Panama and Marea Verde, two foundations that play a crucial role in their respective areas of work. Moreover, the firm continues to support adjustments to bills related to the maritime and corporate sector in Panama and provides regular advice to Trust Law, Vance Center, and Red Pro Bono, attending legal research on matters with social impact. We are very proud of the more than 45 lawyers of the firm who participated in this program in 2024, contributing their expertise and time to pro bono legal services. More information on https://latinlawyer.com/survey/pro-bono/2024/article/pro-bono-leading-lights.  

Panama, November 1, 2024.  For its initiative called “IDEA Committee, promoting diversity, inclusion and human rights,” Morgan & Morgan received the highest distinction in the Governance category of the “Sustainable Leadership Recognition 2024”, organized by the American Chamber of Commerce and Industries of Panama (AmCham). The AmCham Sustainable Leadership Award seeks to promote, encourage, and share inspiring social responsibility projects in the country, align them with international standards such as ISO 26000 and the Sustainable Development Goals (SDGs), and in essence, contribute to a sustainable economic development of Panama. Alvaro Tomas, partner of Morgan & Morgan, and Camila De Vengoechea, VPA of Sustainability of the firm, received the award and praised AmCham for this distinction regarding good corporate governance practices companies executes. About the IDEA Committee The IDEA Committee (Inclusion, Diversity, Equity and Support, for its initials in Spanish) was launched in 2023 and includes employees of the different companies related to Morgan & Morgan. The Committee oversees inclusion, diversity, and equity issues and supports initiatives that promote a culture which represents our corporate values and purpose, as well as an environment free of violence and discrimination within the different companies that make up our organization.  

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

Morgan & Morgan served as legal advisors of the shareholders of Clínica Hospital de David, S.A. (“CHDD”) in the sale of a 55% stake in CHDD to Grupesal Panama, Inc. CHDD is the parent company Centro Médico Mae Lewis, a hospital in Chiriqui, Panama. Morgan & Morgan also advised CHDD in the merger with Grupesal SPV, S.A., which was required for closing the transaction with Grupesal Panama, Inc. Furthermore, the closing of the transaction was guaranteed by means of an escrow agreement. Partners Francisco Arias and Roberto Vidal, senior associate Alejandro Vásquez, an associate Katia Pallares, participated in this transaction.  

Morgan & Morgan served as legal advisors of MMG Trust, S.A., in the acquisition of Mercantil Trust & Finance, Inc., a trust company and subsidiary of Mercantil Banco, S.A. Morgan & Morgan conducted a due diligence of the target entity, negotiated, signed, and closed the share purchase agreement and procured the regulatory change of control approval from the Superintendence of Banks of Panama. Partner Aristides Anguizola, senior associate Alejandro Vásquez, and associate Miguel Amado, participated in this transaction.  

The need to find mitigation mechanisms against climate change increases as time passes.In this context, Panamanian legislation is directly influenced by international instruments whose main objective is to combat the effects of climate change and assume commitments to reduce greenhouse gases ("GHGs") emissions; within which is the Kyoto Protocol to the United Nations Framework Convention on Climate Change, adopted by Panama through Law 88 of November 30, 1998; the United Nations Framework Convention on Climate Change through Law 10 of April 12, 1995; the Paris Agreement through Law 40 of September 12, 2016, and, the Doha Amendment to the Kyoto Protocol through Law 38 of June 3, 2015. A carbon credit is a mechanism that allows companies, countries, and organizations to offset the carbon dioxide emissions they produce. These credits represent the amount of GHGs emissions that a company, country, organization, or individual has reduced, prevented, or removed from the atmosphere by investing in projects that reduce or mitigate these gases. Carbon credits are traded in the carbon market, which is divided into voluntary and regulated. The voluntary market operates outside the regulated markets and allows the purchase of credits through the free supply and demand of credits, allowing companies, organizations and even countries to offset their emissions on a voluntary basis. In contrast, the regulated market operates within the framework of a government or international organization and trading must conform to applicable regulations. It is important to mention that the prices of carbon credits are not standardized, but vary according to the type of market, the project, the sector, and other factors. Panama has expanded the regulation of this particular issue through Executive Decree No. 100 of October 20, 2020 (the 'DE 100') and Decree 142 of December 9, 2021 (the 'DE 142'). DE 100 grants the Ministry of Environment ('MIAMBIENTE') the potential to develop and regulate the National Carbon Market ('NCM'), while DE 142 further defines the NCM and its components. DE 142 refers to carbon credits within the NCM as a greenhouse gas emission reduction unit ("UNRE"). The components of the NCM are: National greenhouse gas management programs: These programs of GHG management, under the Reduce Your Footprint National Program (in Spanish, Programa Nacional de Reduce tu Huella) (“PNRTH”)are expected to represent the demand for credits within the NCM. Currently there are programs under the PNRTH, such as Reduce Tu Huella Corporativo-Carbono (“RTH Corporativo – Carbono”) and  Reduce Tu Huella Municipal (“RTH- Municipal”), which were created to standardized the processes related to GHG. Panama's National GHG Offset System ("SNCP"): This component corresponds to the demand for carbon credits (or UNRE) at the national level by participants in the PNRTH. The SNCP will be composed of project developers that implement GHG reduction or removal initiatives in sectors such as energy, waste, refrigeration, forestry and livestock. These projects will be registered in the National Climate Transparency Platform, which will serve as a general information registry for those interested in joining the SNCP and participating in the NCM. Panamanian Carbon Exchange ("BPC"): This platform will connect the supply and demand of domestic carbon credits (or UNRE), facilitating the connection of organizations participating in the PNRTH with projects that reduce emissions in the SNCP. The BPC will be managed by the Bolsa Latinoamericana, de Valores S.A. (LATINEX). The BPC is expected to begin operations in 2024. Despite the recent nature of this regulation and the NCM, there is a noticeable trend towards future projects of this type, as it can be shown in several projects, including  The Azuero Reforestation Project, in which we have recently participated as legal advisors. We are witnessing a growing number of investors and companies expressing interest in joining the SNCP, as well as companies, organizations, and countries eager to invest in carbon credits in the voluntary market. This increasing interest bodes well for the future of carbon credit trading in Panama.