Circular No. 039-2026-SMV/11.1: General Regime Issuers - Public Information Notice on Risks of Private Securities Offerings

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document in the framework of Law No. 27269, Law of 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 San Isidro, January 22, 2026

CIRCULAR No. 039-2026-SMV/11.1

Gentlemen
Issuers of the General Regime
Present:-
Ref.: File No. 2026002847

We address you regarding the legal mandates established in articles 11, 4, 5, 102, 113, 124 and 305 of the Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO LMV), by virtue of which your represented entity, as an issuer company with securities registered in the Public Registry of the Securities Market-RPMV (hereinafter, Issuer), is obligated to disclose as material facts (hereinafter, MF), all relevant information about itself, its securities and the offering made thereof; complying with the requirements of truthfulness, sufficiency and timeliness, and observing the requirements established in the Regulation of Material Facts and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, HI Regulation).

Regarding this, it is necessary to point out that INFORMATION TRANSPARENCY is one of the pillars and principles recognized in the Code of Good Corporate Governance for Peruvian Companies, which your represented entity has declared to know and comply with in the "Report on Compliance with the Code of Good Corporate Governance for Peruvian Companies" (hereinafter Annual GC Report), which is presented and disseminated annually and publicly.

Likewise, it is important to highlight that in article 1 of the Concordant Single Text of the Organic Law of the SMV, approved by Decree Law No. 26126 (hereinafter, TUO Organic Law SMV); and in article 1 of the Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO LMV), it is established that the Securities Market Superintendence-SMV has the function and purpose of ensuring: (i) the protection of investors, (ii) the efficiency and transparency of the securities market; and, (iii) the dissemination of all information necessary for such purposes. That mission of the SMV is a mandatory legal mandate that must be fulfilled.

Regarding that regulatory framework, the following facts must be highlighted:

1. As you are aware, all Issuers, like your represented entity, can obtain financing through Public Securities Offerings and Private Securities Offerings, among other alternatives and sources to obtain economic resources.

2. The Public Securities Offerings of Issuers that are offered or traded in the national territory are obligatorily registered in the Public Registry of the Securities Market of the SMV; and are under the supervision of the SMV, in accordance with what is established in articles 1 and 19 of the TUO Organic Law SMV and of the TUO LMV.

3. The Private Securities Offerings of Issuers are NOT under the supervision of the SMV, in accordance with what is provided in the TUO Organic Law SMV and in the TUO LMV.

Regarding these Private Securities Offerings of Issuers, it is worth highlighting that:

• They do not have administrative protection from the SMV: In case of non-compliance in the payment of these obligations or securities, the SMV cannot attend complaints or reports as it has no jurisdiction, nor legal authority to resolve problems or any issue related to the Private Securities Offerings of Issuers. It is reiterated that the Private Securities Offerings of Issuers are NOT under the supervision of the SMV.

• The only protection for these Private Securities Offerings is the arbitral or judicial route, in accordance with what is established in article 62 of the Political Constitution of Peru.

• There is no obligation to reveal information: Issuers of Private Securities Offerings do not have the obligation to reveal or publicly disseminate material facts with information about these private offerings or financial information or any other type of information.

• The SMV has no legal authority to require information about Private Securities Offerings from Issuers, according to the TUO Organic Law SMV.

In that context, it is important to highlight that from the information that Issuers disseminate to the market in compliance with their obligations, mentioned previously; it is evident that some have been carrying out Private Securities Offerings, and that they have or have outstanding liabilities (debts) or balances of securities placed or issued in those offerings.

On this matter, it has been determined the need for Issuers to establish and disseminate, respectively, a clear and objective message about the Private Securities Offerings of Issuers in relation to Public Securities Offerings, especially regarding the risks of supervision, information and administrative protection that correspond to them, making express record and highlighting that regarding Private Securities Offerings, the SMV has no jurisdiction nor legal authority of supervision, nor any other.

In that direction, it must be indicated that the General Superintendence of Conduct Supervision is the specialized technical body of the SMV that has the specific and exclusive legal competence to supervise —with a risk-based approach—, the public securities offerings formulated by Issuers —that are offered or traded in the national territory—; in accordance with what is established in article 45 and article 46 paragraphs 17 and 25 of the Organization and Functions Regulation - ROF of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments.

Thus, based on said attributions and within the framework of the orientative supervision actions of the General Superintendence of Conduct Supervision of the SMV, established in article 245 of the Single Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS; the attached Information Public Notice (hereinafter, NOTICE) has been prepared.

In that line, in exercise of the cited competencies of the General Superintendence of Conduct Supervision of the SMV and of what is provided in article 27 of the HI Regulation; in order to comply with the referred mission of the SMV of defense of transparency and of protection of investors of the securities market, your represented entity is required to do the following:

1. Communication via the Material Facts route

Only in the case that your represented entity maintains issuance programs or balances of securities that have been offered or placed in the national territory by Public Securities Offering or by Private Securities Offering, it must disseminate the NOTICE via the corresponding route for "Material Facts" of the MVNet System, within the maximum term of two (02) business days, counted from the next business day of notification of this circular.

In its communication, it must include a copy of this circular, under the warning that the SMV proceeds to its respective dissemination, under the protection of what is provided by article 27, paragraph 27.1, of the HI Regulation.

Issuer's Website

Within the term of ten (10) business days following the communication of the NOTICE via the material facts route; and only in the case that your represented entity maintains issuance programs or balances of securities that have been offered or placed in the national territory by Public Securities Offering or by Private Securities Offering, it must disseminate said notice on its corporate website; while it maintains securities or issuance programs of securities, registered in the Public Registry of the Securities Market of the SMV.

2. Due Diligence of Issuers with Private Securities Offerings

In the case that your represented entity maintains securities placed in Public Securities Offerings, and also has balances of securities placed in Private Securities Offerings; by virtue of the applicable regulatory framework and fundamentally by the principles of information transparency and of protection of investors; it is necessary that your represented entity —in addition to the dissemination of the NOTICE as a material fact and on its website—; regarding Institutional Investors who are exclusive holders of its securities placed through Private Offering, carry out due diligence actions to obtain reasonable assurance, that it has provided them with truthful, sufficient and timely information in order to differentiate the Private Securities Offerings from the Public Securities Offerings, and that in fact they are Institutional Investors.

As part of those due diligence actions, it is required that within the term of fifteen (15) business days, counted from the next business day of notification of this circular: (i) Review the sufficiency of the documentation on its verification carried out, to evidence that the holders of its private offering securities are indeed Institutional Investors, as appropriate; (ii) Evaluate the pertinence of notifying them the NOTICE, and if so, keep the receipts of the notifications made; and, (iii) Document the corresponding due diligence to (i) and (ii), in such a way that it can deliver said documentation, promptly when requested. This requirement does not require a response.

Without further particulars, we remain at your disposal.

Sincerely,

Alix Godos
General Superintendent
General Superintendence of Conduct Supervision

ANNEX

INFORMATION PUBLIC NOTICE
WARNING ON RISKS OF INVESTING IN PRIVATE SECURITIES OFFERINGS OF ISSUERS

The General Superintendence of Conduct Supervision of the Securities Market Superintendence (SMV) addresses all investors and the general public to inform and warn about the risks involved in investing in Private Securities Offerings of Issuers.

It is necessary that, before deciding to invest your money or assets, you clearly understand the differences between a Public Securities Offering and a Private Securities Offering.

The SMV only supervises Public Securities Offerings

The SMV through regulation and supervision establishes the conditions for Issuers who carry out a Public Securities Offering, to comply with disseminating to the general public, the necessary information for a person to adopt a decision to invest or not their resources in the securities of these, which are offered publicly.

Public securities offerings are obligatorily registered in the Public Registry of the Securities Market of the SMV, and ARE under the supervision of the SMV, in accordance with the Securities Market Law.

Private Securities Offerings of Issuers are NOT under the supervision of the SMV

There are also issuers or companies that finance themselves through Private Securities Offerings.

Regarding this, it is warned and reaffirmed that these private securities offerings are NOT under the supervision of the SMV, which means:

1. They do not have administrative protection: The SMV does not have the legal authority to see or resolve problems

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