Conasev Resolution No. 037-2011

Lima, May 23, 2011

VISTOS:

The file No. 2010008049 as well as the Joint Report No. 300-2011-EF/94.06.1/94.05.2 dated May 19, 2011 presented by the Secondary Markets Directorate and the Information Technologies Office, with the favorable opinion of the General Management;

CONSIDERING:

That, Article 228 of the Securities Market Law, approved by Legislative Decree No. 861, modified by Legislative Decree No. 1061, establishes that CONASEV approves the statutes and internal regulations of securities clearing and settlement institutions, as well as controls and supervises the activities of said institutions;

That, in accordance with Article 26 of the Regulations for Securities Clearing and Settlement Institutions, approved by CONASEV Resolution No. 031-99-EF/94.10, it corresponds to CONASEV to approve the internal regulations of said securities clearing and settlement institutions, as well as their modifications, prior to their application;

That, through CONASEV Resolution No. 107-2010-EF/94.01.1, the Regulations for the Integrated Market via Intermediate Routing were approved, which allows for the routing of proposals from foreign intermediaries to the Lima Stock Exchange Wheel, as well as those from local intermediaries to foreign trading systems;

That, Article 6 of said Regulations states that for the operation of the Integrated Market via Intermediate Routing, the Lima Stock Exchange S.A. and CAVALI S.A. ICLV must present to CONASEV the documentation and information detailed in said article, which includes, among others, draft internal regulations, complementary rules, and other provisions related to the Integrated Market;

That, through letter AL-019.11 of May 16, 2011, CAVALI requested the incorporation of Chapter XV “On the Integrated Market via Intermediate Routing” into its Internal Regulations, approved by CONASEV Resolution No. 057-2002-EF/94.10, for which it presented the information required by the Single Text of Administrative Procedures of CONASEV, approved by Supreme Decree No. 056-2002-EF;

That, the requested incorporation aims to establish the regulatory rules and operational procedures related to the functions and services that CAVALI S.A. ICLV will provide in the Integrated Market via Intermediate Routing, as well as with the account structure that will be used to record the securities that are traded in said market;

That, from the evaluation of the documentation presented by CAVALI S.A. ICLV, it is advisable to incorporate Chapter XV into the aforementioned Internal Regulations; and,

Being in accordance with what is established in Article 11, subsection e), of the Unified Concorded Text of the Organic Law of the National Commission for the Supervision of Companies and Securities, approved by Legislative Decree No. 26126, as well as what was agreed upon by the Board of Directors of the National Commission for the Supervision of Companies and Securities met in session on May 23, 2011;

IT IS RESOLVED:

Article 1.- Incorporate Chapter XV “On the Integrated Market via Intermediate Routing” into the Internal Regulations of CAVALI S.A. ICLV, according to the following text:

“CHAPTER XV: ON THE INTEGRATED MARKET VIA INTERMEDIATE ROUTING

Article 1.- Definition

In accordance with what is established in the Regulations for the Integrated Market via Intermediate Routing, the Integrated Market via Intermediate Routing implies, among other activities, that Foreign Securities Depositories that sign integration agreements with the BVL and CAVALI are interconnected with CAVALI for the purpose of carrying out the clearing and settlement of operations carried out within the framework of said market, and to register the securities subject to such operations.

Article 2.- Definitions

The following lists some terms used in this Chapter, with their respective definitions.

a. Final Holder: Natural person(s) or legal entity(ies) or autonomous estate(s) that have become the legitimate owner(s) of a security that is traded on the Stock Exchange Wheel or of a security traded on a foreign trading system, through the intermediate routing scheme of the Integrated Market.

b. Foreign Securities Depositories: Centralized securities deposits or their foreign equivalents that are part of the Integrated Market via Intermediate Routing, with which CAVALI has signed Integration Agreements.

c. Informational Reflective Register: Detail of the Final Holders of the Aggregate Account in the name of the Depositories that is registered at CAVALI.

d. Integrated Market Regulations: Regulations for the Integrated Market via Intermediate Routing, approved by CONASEV Resolution No. 107-2010-EF/94.01.1.

Article 3.- Admission of Participants

In order to participate in the Integrated Market, Foreign Securities Depositories must be admitted as Participants of CAVALI in accordance with what is established in Chapter II of this Internal Regulations for the admission of Foreign Participants.

CAVALI, in turn, must be admitted as a Participant, Depositor, or what is equivalent according to the regulation of the country of origin of each depository for the opening of aggregate accounts for the purpose of registering the securities subject to negotiation in said market.

Article 4.- The opening of aggregate accounts and disaggregated accounts at the Final Holder level

1. Once the Foreign Securities Depository is admitted as a Participant of CAVALI, it will open a Master Account in its name and, in turn, the Foreign Securities Depository will open an Aggregate Account in its name for the registration of securities on behalf of third parties, in accordance with Article 5 of Chapter V of this Internal Regulations and Article 106 of the Regulations.

The information to be recorded in the RUT in the name of the Foreign Securities Depository on behalf of third parties is detailed in Linked Provision No. 01 of this chapter.

The securities registered in the Aggregate Account opened in the name of the Foreign Securities Depository must be reflected at the Final Holder level in the register that said depository administers in its country of origin or in the equivalent register, in accordance with the regulation applicable to said country.

Regarding the securities registered in the Aggregate Account opened in the name of the Foreign Securities Depository, CAVALI may perform the services related to the Accounting Register detailed in Chapter VI of this Internal Regulations, insofar as applicable, and in accordance with this chapter and its linked provisions.

In these Aggregate Accounts, only the inscription of Encumbrances on the securities registered in them will proceed, by virtue of what is established in Article 9 of this Chapter, so what is established in the last paragraph of Article 5 of Chapter V of this Internal Regulations does not apply.

2. CAVALI, once admitted as a Participant, Depositor, or what is equivalent according to the regulation of the country of origin of each depository, will request the opening of an aggregate account in its name for the registration of the securities subject to negotiation in the Integrated Market, which will allow it at least:

i) Receive and deliver securities from and to the accounts of Participants, Depositors, or what is equivalent, by virtue of negotiations carried out by foreign intermediaries on behalf of SABs through Intermediate Routing.

ii) Reflect in the Master Accounts maintained by its Participants, the securities that are registered in the aggregate account opened in its name at the Foreign Securities Depository and their movements at the Final Holder level.

iii) Certify the ownership and other rights that apply to the securities that are registered in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants, at the request of the Final Holders or holders of the rights that apply to said securities.

iv) Register in the Accounting Register the Encumbrances that apply to the securities that are noted in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants, as well as the lifting of Encumbrances and the transfer as a consequence of their execution, in accordance with what is established in Chapter VI of this Internal Regulations.

v) Register in the Accounting Register the changes in ownership of the securities that are noted in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants, in accordance with the provisions of Chapter IV of this Internal Regulations.

vi) Register the Transfers of the securities that are noted in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants, in accordance with what is established in Chapter V of this Internal Regulations.

vii) Register the Corporate Processes and channel the corresponding payments, on the securities that are inscribed in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants in accordance with the provisions applicable to said depository, as instructed by the corresponding foreign issuer.

viii) Channel the exercise of voting and preemptive subscription rights, including the corresponding payments, directly or through a representative designated for such purposes, on the securities that are registered in the aggregate account opened in its name at the Foreign Securities Depository and reflected in the Master Accounts of its Participants, before the foreign issuers, in accordance with the provisions of the statutes of said issuers and the other current norms that are applicable.

Article 5.- The entry into force of the service

Without prejudice to what is stated in the previous Article 4, the entry into force of the service that CAVALI and the Foreign Securities Depositories provide reciprocally, will be subject to the operating authorization issued by CONASEV on the Integrated Market via Intermediate Routing and to the fulfillment of the requirements for the start of operations, in accordance with what the Integrated Market Regulations establish.

Article 6.- Reconciliation of aggregate accounts and disaggregated accounts at the Final Holder level

1. CAVALI is obligated to keep reconciled the aggregate accounts that it maintains open in the Foreign Securities Depositories, with the Master Accounts of its Participants regarding the securities that are registered in said aggregate accounts.

In order to comply with this obligation, CAVALI will carry out the following reconciliations on such securities:

a. Daily reconciliation of balances and movements by Master Account.

b. Monthly reconciliation of balances by Master Account.

c. Reconciliation by Corporate Event or extraordinary situations that affect the balances of securities that are inscribed in the Accounting Register.

The reconciliation process will be carried out in accordance with the detail contained in Linked Provision No. 02 of this Chapter.

2. Reciprocally, the Foreign Securities Depositories are also obligated to reconcile the Aggregate Accounts that they maintain open in the Accounting Register, with what appears inscribed in the registers they administer in their countries of origin, in accordance with item 6.1 above.

Article 7.- Treatment of rectifications

Regarding the securities that are registered in the Aggregate Accounts in the name of the Foreign Securities Depositories, only the types of rectifications provided for in subsections a), d) and e) of Article 7 of Chapter IV of this Internal Regulations will proceed.

Article 8.- Registration of Foreign Issuers and Foreign Securities

1. Upon request by the BVL, CAVALI will proceed automatically to the inscription of the Foreign Issuers whose securities will be traded within the framework of the Integrated Market and of the Foreign Securities that will be subject to negotiation in said market, in the Accounting Register, without the procedures contemplated in Chapter III of this Internal Regulations for the registration of Issuers and Securities being applicable.

Such request will be presented by the BVL once the Foreign Issuers and Securities have been inscribed in the Public Register of the Securities Market, as established by the Integrated Market Regulations.

The information that the BVL must present for the inscription of said issuers and securities is contained in Linked Provision No. 03 of this chapter.

2. These Foreign Issuers are exempt from signing the service contract referred to in Chapter III of this Internal Regulations and the rights and obligations contemplated in said chapter do not apply to them.

3. In the event that the security is excluded from the foreign stock exchange where they are traded and from the corresponding Foreign Securities Depository, the exclusion of the security from the Accounting Register will proceed, in accordance with what is described in Linked Provision No. 04 of this chapter.

In the event that the security is excluded from said exchange, but not from the Foreign Securities Depository, the exclusion of said security from the Accounting Register will not proceed, as established by Linked Provision No. 04 of this chapter.

Article 9.- Inscription of Encumbrances on securities inscribed in the aggregate accounts of the Foreign Securities Depositories, by virtue of precautionary orders issued by CONASEV

The following describes the procedure to be followed to comply with the precautionary and corrective measures that CONASEV may issue for violations of the Peruvian securities market regulations, on securities that are registered in the Aggregate Accounts maintained by the Foreign Securities Depositories in the Accounting Register:

i) Once CONASEV notifies CAVALI of the corresponding precautionary or corrective measure, for the purpose of registering an Encumbrance on the securities owned by the processed investor, CAVALI will verify with the corresponding Foreign Securities Depository, through the system, the existence of balances of the securities subject to the precautionary or corrective measure.

ii) Once the balance of securities subject to the precautionary or corrective measure is verified, CAVALI will proceed with the inscription of the Encumbrance on the quantity and class of securities indicated in the CONASEV mandate, in the Aggregate Account maintained by the Foreign Securities Depository.

iii) After having effected the inscription on the securities subject to the precautionary or corrective measure in the Aggregate Account, CAVALI will notify the Foreign Securities Depository that the Encumbrance ordered by CONASEV has been inscribed, accrediting the receipt of the mandate from said entity.

iv) Immediately after receiving the communication from CAVALI, the Foreign Securities Depository will proceed to block the securities owned by the processed investor in the registers it administers in its country of origin or in the equivalent register in accordance with the regulation applicable to said country, within the account maintained open by said investor at the Final Holder level.

v) Finally, CAVALI will inform CONASEV that the measure is inscribed both in the Aggregate Account maintained by the Foreign Securities Depository in the Accounting Register it administers, and in the account maintained open by the processed investor at the Final Holder level.

Article 10.- Lifting of Encumbrances on securities inscribed in the aggregate accounts of the Foreign Securities Depositories, by virtue of precautionary orders issued by CONASEV

The following describes the procedure to be followed to comply with the lifting of the precautionary and corrective measures that CONASEV may issue for violations of the Peruvian securities market regulations, on securities that are registered in the Aggregate Accounts maintained by the Foreign Securities Depositories in the Accounting Register:

i) Once notified with the CONASEV mandate, CAVALI will communicate to the Foreign Securities Depository that the lifting of the precautionary or corrective measure has been ordered, accrediting the receipt of the mandate from said entity.

ii) Immediately after receiving the communication from CAVALI, the Foreign Securities Depository will proceed to lift the blockage effected on the securities owned by the corresponding investor in the registers it administers in its country of origin or equivalent register in accordance with the regulation applicable to said country, within the account maintained open by said investor at the Final Holder level, and will confirm to CAVALI that the lifting has been effected.

iii) Upon receiving such confirmation, CAVALI will proceed with the lifting of the Encumbrance inscribed on the quantity and class of securities indicated in the corresponding resolution, in the Aggregate Account maintained by the Foreign Securities Depository.

iv) Finally, CAVALI will inform CONASEV that the measure has been lifted both in the Aggregate Account maintained by the Foreign Securities Depository in the Accounting Register, and in the account maintained open by the processed investor at the Final Holder level.

Article 11.- Inscription of Encumbrances by virtue of precautionary orders issued by the regulatory bodies of the country of origin of the Foreign Securities Depositories

The following describes the procedure to be followed to comply with the precautionary and corrective measures that the regulatory bodies of the countries of origin of the Foreign Securities Depositories may issue for violations of the securities market regulations of said country, on securities that are registered in the aggregate accounts that CAVALI maintains in such depositories and reflected in the Master Accounts of its Participants at the Final Holder level:

i) Once the regulatory body notifies the Foreign Securities Depository of the corresponding precautionary or corrective measure, for the purpose of registering a blockage on the securities owned by the processed investor, said depository will verify with CAVALI, through the system, the existence of balances of the securities subject to the precautionary or corrective measure.

ii) Once the balance of securities subject to the precautionary or corrective measure is verified, the depository will proceed with the inscription of the blockage on the quantity and class of securities indicated in the mandate of the corresponding regulatory body, in the aggregate account that CAVALI maintains open in the Foreign Securities Depository.

iii) After having effected the inscription on the securities subject to the precautionary or corrective measure in the aggregate account of CAVALI, the Foreign Securities Depository will communicate to CAVALI that the blockage ordered by the regulatory body has been inscribed, accrediting the receipt of the mandate from said entity.

iv) Immediately after receiving the communication from the Foreign Securities Depository, CAVALI will proceed to inscribe the respective Encumbrance on the securities owned by the processed investor in the Holder Account maintained open by said investor in the Accounting Register.

v) Finally, CAVALI will inform the Foreign Securities Depository of the inscription effected, for the relevant procedures with the corresponding regulatory body.

Article 12.- Lifting of Encumbrances by virtue of precautionary orders issued by the regulatory bodies of the country of origin of the Foreign Securities Depositories

The following describes the procedure to be followed to comply with the lifting of the precautionary and corrective measures that the regulatory bodies of the countries of origin of the Foreign Securities Depositories may issue for violations of the securities market regulations of said country, on securities that are registered in the aggregate accounts that CAVALI maintains in such depositories and reflected in the Master Accounts of its Participants at the Final Holder level:

i) Once notified of the mandate of the regulatory body, the Foreign Securities Depository will communicate to CAVALI that the lifting of the precautionary or corrective measure has been ordered, accrediting the receipt of the mandate from said entity.

ii) Immediately after receiving the communication from the Foreign Securities Depository, CAVALI will proceed to lift the Encumbrance effected on the securities owned by the corresponding investor in the Holder Account, and will confirm to said depository that the lifting has been effected.

iii) Upon receiving such confirmation, the Foreign Securities Depository will proceed with the lifting of the blockage inscribed on the quantity and class of securities indicated in the corresponding resolution, in the aggregate account that CAVALI maintains open in the register administered by said depository.

Article 13.- Corporate Processes and offers applicable to securities traded within the framework of the Integrated Market

1. The Corporate Processes that apply to securities that are inscribed in the aggregate account opened in the name of CAVALI at the Foreign Securities Depository and reflected in the Master Accounts of CAVALI’s Participants, will be registered in accordance with the provisions applicable to said depository and the instructions of the corresponding foreign issuer, and in accordance with the procedures detailed in Linked Provision No. 05 of this chapter.

2. The Corporate Processes and offers that apply to securities that are inscribed in the Aggregate Accounts maintained open by the Foreign Securities Depositories in the Accounting Register, will be registered in accordance with the provisions of Article 6 of Chapter VI of this Internal Regulations, and in accordance with the procedures detailed in Linked Provision No. 06 of this chapter, as applicable.

Article 14.- Channeling the exercise of voting rights inherent to securities traded within the framework of the Integrated Market

1. The following describes the procedure to be followed for the channeling of the exercise of voting rights of investors who maintain Annotated Accounts inscribed in their name at the Final Holder level in the registers administered by the Foreign Securities Depositories, when said right is exercised in person:

i) Once the Issuer announces the call to a general shareholders' meeting as a material event, CAVALI will notify the material event to the Foreign Securities Depositories and request the exercise of the voting rights inherent to the securities registered in their Aggregate Accounts, in accordance with the documents sent by the Issuer

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