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

General Intendancy Resolution SMV No. 010-2024-SMV/11.1

Lima, 20 February 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024002733, as well as Internal Report No. 191-2024-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 «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue», which were registered and placed under the «Third Program of Subordinated Bonds 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;

That, it has been verified that by Director Resolution of Issuers No. 083-2009-EF/94.06.3 of 02 December 2009, under an advance procedure, the issuance program called «Third Program of Subordinated Bonds of Banco Continental» (today, «Third Program of Subordinated Bonds of BBVA Banco Continental») was registered, up to a maximum issuance amount of US$ 55’000,000.00 (Fifty-Five Million and 00/100 United States Dollars) or its equivalent in Soles, and the corresponding Framework Prospectus was registered in the Public Registry of the Securities Market;

That, under the referred program and under an automatic approval procedure, on 19 September 2013, the securities called «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue» were registered, up to an amount of US$ 55’000,000.00 (Fifty-Five Million and 00/100 United States Dollars), and the corresponding Framework Prospectus Supplement was registered in the Public Registry of the Securities Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

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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 amending 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 «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue» has been verified;

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 for 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 securities called «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue»;

That, taking into account what is indicated in the preceding recital, it has been observed that with the exclusion of the securities called «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue», all the securities issued under the «Third Program of Subordinated Bonds of BBVA Banco Continental» will be excluded from the Public Registry of the Securities Market; that the term of validity of the mentioned 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 norms, 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, article 39, literals b) and d), of the Single Ordered Text of the Securities Market Law; as well as articles 20 and 23 of the Regulation for 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 preceding recital are also applicable to issuance programs, since these are subject to registration in the referred Registry;

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That, regarding the obligation to carry out a Public Offer of Acquisition for Exclusion – OPC when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Regulation of Public Offer of Acquisition and of Acquisition of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, it must be noted that the exclusion of the securities called «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue» falls within the exception cause for the non-carrying out of an OPC, contemplated both in article 23 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, and in article 37, literal a), of the Regulation of Public Offer of Acquisition and of Acquisition of Securities for Exclusion;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Norms of General Character, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms, 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 Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,

In accordance with the provisions of article 39, literals b) and d), of the Single Ordered Text of the Securities Market Law; articles 20, 21 and 23 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange; article 25 of the Regulation of Primary Public Offer and Sale of Securities; as well as article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendence of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.

Resolves:

Article 1.- To order the exclusion of the securities «Third Program of Subordinated Bonds of BBVA Banco Continental – First Issue», corresponding to the «Third Program of Subordinated Bonds of 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 ex officio exclusion of the «Third Program of Subordinated Bonds of BBVA Banco Continental», from the Public Registry of the Securities Market.

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

Electronic document fi rmado digitally signed within the framework of Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

Article 5.- To transcribe this resolution to Banco BBVA Perú, as issuer; to Banco Interamericano de Finanzas, as Representative of the Bondholders; to the Lima Stock Exchange 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 Intendant
General Intendancy of Conduct Supervision

Electronic document fi rmado digitally signed within the framework of Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml