PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

SMV General Intendancy Resolution No. 009-2024-SMV/11.1

Lima, 19 February 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024002736, as well as Internal Report No. 192-2024-SMV/11.1, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 23 January 2024, Banco BBVA Perú requested the Superintendency of the Market in Securities – SMV, through the Single Window system, the exclusion of the securities called "Sixth Corporate Bond Program of BBVA Banco Continental – First Issue", "Sixth Corporate Bond Program of BBVA Banco Continental – Second Issue" and "Sixth Corporate Bond Program of BBVA Banco Continental – Third Issue", which were registered and placed under the "Sixth Corporate Bond Program of BBVA Banco Continental", from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange, due to total cancellation of the obligations derived from them; as well as the exclusion of the issuance program called "Sixth Corporate Bond Program of BBVA Banco Continental" from the Public Registry of the Securities Market;

That, it has been verified that by General Intendancy Resolution No. 122-2014-SMV/11.1 of 29 December 2014, within the framework of an anticipated procedure, the issuance program called "Sixth Corporate Bond Program of BBVA Banco Continental" was registered, up to a maximum issuance amount of US$ 250’000,000.00 (Two Hundred Fifty Million and 00/100 United States Dollars) or its equivalent in Soles, and the corresponding Framework Prospectus was recorded in the Public Registry of the Securities Market;

That, within the framework of the referred program and under an automatic approval procedure, on 12 April 2016, the securities called "Sixth Corporate Bond Program of BBVA Banco Continental – First Issue" were registered, up to a maximum amount of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles), and the corresponding Framework Prospectus Supplement was recorded in the Public Registry of the Securities Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

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The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

That, likewise, within the framework of the "Sixth Corporate Bond Program of BBVA Banco Continental" and under an automatic approval procedure, on 16 June 2016, the securities called "Sixth Corporate Bond Program of BBVA Banco Continental – Second Issue" were registered, up to a maximum amount of S/ 600’000,000.00 (Six Hundred Million and 00/100 Soles), and the corresponding Framework Prospectus Supplement was recorded in the Public Registry of the Securities Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

That, subsequently, within the framework of the referred program and under an automatic approval procedure, on 19 January 2017, the securities called "Sixth Corporate Bond Program of BBVA Banco Continental – Third Issue" were registered, up to a maximum amount of S/ 430’000,000.00 (Four Hundred Thirty Million and 00/100 Soles), and the corresponding Framework Prospectus Supplement was recorded in the Public Registry of the Securities Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

That, in accordance with the provisions of article 20, numeral 20.1, of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amendatory norms, the SMV forwarded the exclusion request to the Lima Stock Exchange S.A., without said entity having made observations to the documentation submitted;

That, from the evaluation of the documentation submitted by Banco BBVA Perú, the submission of the documents referring to the total cancellation of the obligations derived from the securities called "Sixth Corporate Bond Program of BBVA Banco Continental – First Issue", "Sixth Corporate Bond Program of BBVA Banco Continental – Second Issue" and "Sixth Corporate Bond Program of BBVA Banco Continental – Third Issue" has been verified;

That, taking into account the foregoing recital, it has been observed that with the exclusion of the securities called «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Primera Emisión», «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Segunda Emisión» and «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Tercera Emisión», all the securities issued under the «Sexto Programa de Bonos Corporativos del BBVA Banco Continental» shall be excluded from the Public Registry of the Securities Market; that the term of validity of the aforementioned issuance program has expired, and it is not possible to make new issuances of securities under it; and that the cessation of public interest has occurred; complying with the provisions of the last paragraph of article 25 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10 and its amending rules, which states that with respect to programs, the exclusion operates when the term of validity of registration has expired and no security has been placed under the program or when, having been placed, the security or securities are excluded from the Public Registry of the Securities Market;

That, Banco BBVA Perú has submitted the information and documentation required by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, for the purposes of the exclusion of the «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Primera Emisión», «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Segunda Emisión», «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Tercera Emisión» and of the «Sexto Programa de Bonos Corporativos del BBVA Banco Continental»;

That, article 39, literals a), b) and d), of the Single Ordered Text of the Securities Market Law; as well as articles 20 and 23 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the SMV, when the extinction of the rights over the security occurs, by amortization, total redemption or other cause, and when the cessation of public interest occurs;

That, in this sense, taking into consideration that article 15 of the Single Ordered Text of the Securities Market Law establishes that in section a) of the Public Registry of the Securities Market securities and issuance programs are registered, the provisions of the foregoing recital are also applicable to issuance programs, since these are subject to registration in the referred Registry;

Whereas, with respect to the obligation to carry out a Public Tender Offer for Exclusion – PTO when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Text Ordered of the Securities Market Law and in article 32 of the Public Tender Offer and Purchase of Securities by Exclusion Regulation, approved by CONASEV Resolution N° 009-2006-EF/94.10 and its amending rules, it must be noted that the exclusion of the securities designated «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Primera Emisión», «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Segunda Emisión» and «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Tercera Emisión» falls within the exception cause for not carrying out a PTO, contemplated both in article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Trading Floor, as well as in article 37, paragraph a), of the Public Tender Offer and Purchase of Securities by Exclusion Regulation;

Whereas, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Rules of a General Nature, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution Nº 014-2014-SMV/01 and its amending rules, establishes that the decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Securities Market must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv); and,

In accordance with the provisions of article 39, paragraphs a), b) and d), of the Single Text Ordered of the Securities Market Law; articles 20, 21 and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Trading Floor; article 25 of the Public Primary Offering and Sale of Securities Regulation; as well as by article

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46, numerals 4 and 6, of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision to resolve requests submitted by regulated parties related to primary public offerings and to evaluate and/or resolve any procedure related to said offerings, as well as to order the exclusion of securities from the Public Registry of the Securities Market.

RESOLVES:

Article 1°.- To order the exclusion of the securities designated «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Primera Emisión», «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Segunda Emisión» and «Sexto Programa de Bonos Corporativos del BBVA Banco Continental – Tercera Emisión», corresponding to the «Sexto Programa de Bonos Corporativos del BBVA Banco Continental», from the Public Registry of the Securities Market.

Article 2°.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.

Article 3°.- To order the exclusion of the issuance program designated «Sexto Programa de Bonos Corporativos del BBVA Banco Continental» from the Public Registry of the Securities Market.

Article 4°.- To disseminate this resolution on the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv).

Article 5°.- To transcribe this resolution to Banco BBVA Perú as the issuer; to Banco Interamericano de Finanzas as the Bondholders' Representative; to Bolsa de Valores de Lima S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Director
General Directorate of Conduct Supervision

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