SMV Resolution No. 020-2025-SMV/01

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence

"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronic document digitally signed under the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

SMV Resolution
No. 020-2025-SMV/01

Lima, November 24, 2025

SEEN:

File No. 2025049429, which contains Joint Report No. 1687-2025-SMV/06/11/12 dated November 20, 2025, issued by the Legal Advisory Office, the Deputy Superintendence of Market Conduct Supervision, and the Deputy Superintendence of Investigation, Development and Innovation, as well as the Draft modification of the Regulation on Primary Public Offerings and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10;

CONSIDERING:

That, in accordance with what is established in article 1 of the Unified Text of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Securities Market Superintendence - SMV aims to ensure the protection of investors, the efficiency and transparency of the markets under its supervision, the correct formation of prices, and the dissemination of all information necessary for such purposes, through regulation, supervision, and promotion;

That, according to paragraph a) of article 1 of the Organic Law, the SMV has among its functions to issue the legal norms that regulate matters of the securities market, product market, and collective fund system;

That, paragraph b) of article 5 of the Organic Law establishes that the Board of Directors of the SMV has the attribute to approve the regulations of the securities market, product market, and collective fund system, as well as those to which natural and legal persons subject to the supervision of the SMV must adhere;

That, by CONASEV Resolution No. 141-98-EF/94.10, the Regulation on Primary Public Offerings and Sale of Securities was approved;

That, it is necessary to modify the Regulation on Primary Public Offerings and Sale of Securities, hereinafter REGULATION, in order to consolidate in a single regulatory body all the requirements of the administrative procedures for the registration of public offering securities, which can be processed under the general regime or the advance regime and which differ according to the type of security to be registered (shares, short-term instruments, bonds, or others);

That, on the other hand, it has been considered convenient to establish as one of the requirements for the registration of shares in the Public Registry of the Securities Market, (hereinafter RPMV), the presentation of the dividend policy that the issuer will apply, in correspondence with what is indicated in article 90 of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF, as well as a copy of the agreement approving the same;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence

"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronic document digitally signed under the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, likewise, it is requested as a requirement for the registration of securities in the RPMV the presentation of the Internal Conduct Rules, elaborated and approved in concordance with what is established in article 19 of the Regulation on Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01;

That, with the purpose of a better understanding of certain requirements, the possibility is incorporated that the regulated party may present in the registration procedure of securities or issuance programs a simple copy of the digital certification services contract signed with a registration, verification, or certification entity duly accredited in accordance with what is established in Law No. 27269, Law on Digital Signatures and Certificates, and its regulation, or in its defect, may present a simple copy of the payment receipt corresponding;

That, in that line, the presentation of a simple copy of the agreement adopted by the competent body of the issuer by which the designation of the Lead Stockbroker and Substitute is agreed has been added as a requirement; as well as a sworn declaration by the legal representative of the issuer indicating that the designated stockbrokers meet the requirements and conditions established in the Regulation on Material Facts and Reserved Information;

That, on the other hand, it is established that the registration of the master prospectus that consolidates the updates made to it, after three (3) years since the program was registered in the RPMV, qualifies in all cases as an administrative procedure of automatic approval. This modification represents a positive change compared to the prior evaluation procedure previously contemplated, which reduces the response time of the Administration. Likewise, in case of non-compliance with this obligation, it is established that this generates the impossibility of making new offerings, which guarantees compliance with the minimum conditions of transparency and information to the market, without the need to resort to the imposition of an administrative sanction;

That, the reference to paragraph L of Third Section of the Manual for Compliance with the Requirements Applicable to Public Offerings of Securities, approved by General Management Resolution No. 211-98-EF/94.11 and its amendments, has been incorporated, in order that regulated parties can identify the circumstances of fundamental variations;

That, likewise, it is established that non-fundamental variations are registered under an automatic approval procedure and are not subject to renewal, which contributes to speeding up and reducing compliance costs for participants in this market;

That, with respect to issuers that qualify as qualified entities, according to the current organizational structure of the Securities Market Superintendence, it is specified that it corresponds to the Superintendent of the Securities Market to adopt the pertinent measures to make available to the public in an updated manner the list of qualified entities; likewise, the conditions that an issuer must meet to qualify as a qualified entity in the framework of the registration of securities by primary public offering in the RPMV under the general regime of securities registration are updated;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence

"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronic document digitally signed under the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, likewise, for the fulfillment of the requirements of presentation of documentation and information required for the registration and/or record through a general or advance procedure, including the informative prospectus, all issuers are authorized the possibility of incorporating by reference those documents and information (such as annual reports, quarterly reports, financial statements, and other documents) that had been revealed and/or disseminated previously to the market through its presentation to the SMV, provided that the same maintains its validity and currency;

That, on the other hand, it is established that the specific guarantees indicated in numeral 2 of paragraph c) of article 3 of CONASEV Resolution No. 141-98-EF/94.10, may be constituted by issuers in support of the issuance of bonds and short-term instruments, and not only for the effects established by paragraph 1 of article 305 of the General Companies Law, Law No. 26887, since by Law No. 29720 it was established that the limit established in article 305 of the General Companies Law does not apply in the case of issuance of obligations by primary public offering;

That, the numerals I and II of Second Section, of the Manual for Compliance with the Requirements Applicable to Public Offerings of Securities, approved by General Management Resolution No. 211-98-EF/94.11, have been substituted, in order that in said numerals only contain the formats for the drafting of informative prospectuses that must be used in the registration procedure of securities and issuance programs in the Public Registry of the Securities Market, while the requirements for the registration of securities and issuance programs have been transferred to the REGULATION;

That, taking into account that sometimes primary public offerings of securities may be linked with a public offering of sale (POS) or with a public offering of exchange (POE), it has been considered convenient to create a section in the Public Registry of the Securities Market, in which the informative prospectuses to be used in said offerings are registered; this in order to have a specific registry where to locate said prospectuses and be subject to consultation by the investing public;

That, the modifications indicated will allow greater efficiency in the attention of the administrative procedures provided for in the REGULATION, through the precision of the requirements, reduction of time incurred by the regulated parties, generating positive impacts that will also facilitate the access of current and new issuers to this segment of the securities market;

That, according to what is established in numeral 19.1 of article 19 of the Regulation that establishes provisions on publication and dissemination of legal norms of a general character, resolutions, and normative projects, approved by Supreme Decree No. 009-2024-JUS, projects of legal norms of a general character must be published in the digital headquarters of the entities of the Public Administration in charge of their elaboration or in another medium, ensuring their proper dissemination and easy access;

That, likewise, paragraph c) of numeral 20.1 of article 20 of the Regulation indicated in the preceding paragraph, provides that the period for the receipt of comments, contributions, or opinions, must not be less than fifteen (15) calendar days counted from the day following its publication, unless a higher-ranking normative provision establishes otherwise; and,

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence

"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronic document digitally signed under the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Being in accordance with what is established by paragraph a) of article 1 and paragraph b) of article 5 of the Unified Text of the Organic Law of the Securities Market Superintendence, Legislative Decree No. 26126 and its amendments; numeral 2 of article 9 of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF; articles 1 and 2 of the Policy on dissemination of normative projects, legal norms of a general character, early agenda, and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amendment, as well as to what was agreed by the Board of Directors of the SMV met in its session of November 21, 2025;

IT IS RESOLVED:

Article 1.- Authorize the dissemination of the Draft modification of the Regulation on Primary Public Offerings and Sale of Securities.

Article 2.- Provide that the project indicated in the preceding article be disseminated on the Institutional Page of the Securities Market Superintendence - SMV on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 3.- The period for interested persons to send to the Securities Market Superintendence their comments and observations on the project indicated in the preceding articles is fifteen (15) calendar days, counted from the day following the date of publication of the present resolution in the Official Gazette El Peruano.

Article 4.- The comments and observations referred to in the preceding article may be sent to the following email address: proyecropp@smv.gob.pe.

Register, communicate, and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market