TOKENIZATION OF NEGOTIABLE SECURITIES (CNV RG 1081)

Digital representation of negotiable securities under the CNV regime

1. Purpose and Scope

This section describes the framework applicable in Argentina for the digital representation (“tokenization”) of certain negotiable securities under CNV General Resolution (RG) 1081. It is presented as an informational guide to understand what tokenization is, when it applies, which authorizations are required, and which operational and compliance responsibilities it involves.

2. Legal and Offering Disclaimers

This material is published exclusively for informational and educational purposes. It does not constitute (i) a public or private offering, (ii) an invitation to make an offer, (iii) an investment recommendation, nor (iv) legal, financial, accounting, or tax advice.

No offering of negotiable securities, virtual assets, or financial instruments is made through this medium, nor is any person requested to make investment decisions based on this content.

The concrete applicability of the regime depends on (i) the type of negotiable security, (ii) the design of the digital representation, (iii) the offering regime (public), (iv) the roles assigned to participants (issuer, VASP/PSAV, registration, custody, etc.), and (v) the approved and effective documentation.

3. What “Tokenization” Means Under CNV RG 1081

Under CNV RG 1081, tokenization is understood as a method of digital representation of pre-existing negotiable securities, and not as the creation of a new negotiable security.

In simple terms: the underlying instrument remains a negotiable security; what changes is the format/support of representation and the associated operational mechanics, within the terms authorized by CNV.

4. Scope: When CNV RG 1081 Applies

This regime applies to certain negotiable securities with authorized public offering, which are structured to be digitally represented in compliance with the applicable requirements and authorizations.

Typical examples of instruments that may fall within scope (depending on the case and applicable conditions) include:

• Negotiable obligations (corporate debt) under public offering.

• Fund units or other publicly offered instruments, particularly where the underlying assets are largely composed of real assets, provided the instrument and structure meet the applicable requirements.
  
  

Note: Final eligibility of the instrument and its digital representation depends on specific legal and regulatory analysis, and on the authorization granted by CNV.

5. Key Principle: Prior Authorization and the “Dual-Track” Approval Model

Digital representation under CNV RG 1081 generally requires:

• Public offering authorization of the negotiable security (the “traditional” authorization of the instrument).

• Additional and parallel authorization for the digital representation (tokenization) of that negotiable security.
  
  

These authorizations are coordinated but distinct: one enables the instrument under public offering; the other enables its digital representation modality.

6. Who Requests Tokenization and When It May Be Requested

• Authorization for digital representation must be requested by the issuer of the negotiable security.

• The request may be filed at the time of issuance or subsequently (depending on the design and status of the instrument).

• Authorization may be total or partial:

  • Total: circulation/trading may be structured to occur entirely within the digital representation scheme (subject to authorized conditions).

  • Partial: coexistence of traditional and digital representation, under the approved design.
    
    

7. Participants and Roles: What Changes in a “Tokenized” Scheme

In a regulated digital representation framework, the following parties typically participate:

• Issuer: responsible for the underlying instrument and for requesting authorizations.

• CNV: authority that authorizes both the public offering and the digital representation.

• Caja de Valores S.A. (CVSA): participates as part of the traditional market registration/infrastructure in applicable cases.

• Participating VASP (PSAV): assumes relevant operational responsibilities within the authorized digital representation scheme, under the regime and contractual arrangements with clients.
  
  

Compared to the traditional market (where functions are distributed among different agents), in the digital representation scheme the PSAV may concentrate operational roles—including, depending on the approved model, functions related to token registration/administration, holding management, placement, trading venue, and digital custody.

8. Operational and Compliance Requirements

To operate within a digital representation scheme, robust controls must be implemented, including:

• Reliable identification and strong investor identity verification mechanisms (KYC/KYB, as applicable).

• Anti–money laundering and counter–terrorism financing (AML/CFT): procedures, monitoring, and records in accordance with applicable regulations.

• Effective and traceable complaint handling and dispute resolution mechanisms.

• Principles of transparency, investor protection, fairness, and operational efficiency, consistent with the applicable regime.

• Traceability and auditability: records of issuance, holdings, transfers, and relevant events within the authorized perimeter.
  
  

9. Typical Associated Documentation

In a regulated tokenization scheme under public offering, documentation usually exists at two levels:

1. Instrument documentation (public offering): prospectus and informational/accounting disclosures required by CNV, according to the type of negotiable security.
   
   

2. Digital representation–specific documentation: an issuance/digital representation document defining the technical and operational aspects of the scheme (roles, flows, registration, custody, events, transfers, contingencies, etc.), in the format and content required by the applicable regime.
   
   

10. Summary Table

11. What This Means for All in Token

CNV RG 1081 provides a regulated pathway for tokenized structures when the underlying asset is a negotiable security and operations occur under a public offering regime.

This framework is conceptually distinct from:

• Structures seeking classification under private offering regimes (CNV RG 1016), and

• Models where the token does not represent a negotiable security (depending on its design and rights).
  
  

MineriumX will assess, on a case-by-case basis, the most appropriate regulatory framework based on the type of economic right represented, the offering modality, investor profile, and the applicable legal and operational structure.

12. Regulatory References

• CNV General Resolution 1081 — Digital representation (tokenization) of negotiable securities, where applicable.

• Law No. 26,831 — Capital Markets Law (definitions and public offering regime).

• CNV General Resolution 1016 — Private offering (safe harbors), where applicable.