PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

General Intendancy Resolution SMV No. 041-2023-SMV/11.1

Lima, 24 May 2023

The General Intendant (e) of Conduct Supervision

Whereas:

File No. 2023017182, as well as Internal Report No. 754-2023-SMV/11.1 of 24 May 2023, of the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by writings submitted on 17 April 2023, TOTAL Servicios Financieros Empresa de Créditos (formerly, TOTAL Servicios Financieros EDPYME) requested from the Superintendency of the Securities Market – SMV the registration of the update of the Framework Prospectus corresponding to the «First Corporate Bond Program Factoring Total S.A.», due to fundamental variations consisting of the change of the legal personality of the issuer, as well as the expansion of the application of the funds raised, in the Public Registry of the Securities Market;

That, additionally, TOTAL Servicios Financieros Empresa de Créditos requested the registration of the Second Framework Prospectus corresponding to the «First Corporate Bond Program Factoring Total S.A.», as three (03) years of validity of the registration of said program have elapsed, the same that consolidates all the variations made to it, which includes the fundamental variations, consisting of the change of the legal personality of the issuer and the expansion of the application of the funds raised, in the Public Registry of the Securities Market; likewise the non-fundamental variation referring to the change of the name of the aforementioned program which, hereinafter, shall be called «First Corporate Bond Program TOTAL Servicios Financieros Empresa de Créditos (formerly TOTAL Servicios Financieros EDPYME)»;

That, it has been verified that by General Intendancy Resolution SMV No. 075-2019-SMV/11.1 of 21 October 2019, within the framework of an anticipated procedure, through the use of the electronic system e-prospectus, the registration of the issuance program called «First Corporate Bond Program Factoring Total S.A.» was ordered up to a maximum outstanding amount of USD$ 20’000,000.00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles and the registration of the Framework Prospectus; as well as the

Electronic document fi 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

registration of the securities called «First Issuance of the First Corporate Bond Program Factoring Total S.A.», up to a maximum outstanding amount of USD$ 6’000,000.00 (Six Million and 00/100 United States Dollars), and the registration of the corresponding Framework Prospectus Supplement, in the Public Registry of the Securities Market;

That, subsequently on 22 October 2019, within the framework of the «First Corporate Bond Program Factoring Total S.A.» and under an automatic approval procedure, the securities called «Second Issuance of the First Corporate Bond Program Factoring Total S.A.» were registered up to a total amount of USD$ 6’000,000.00 (Six Million and 00/100 United States Dollars), and the corresponding Framework Prospectus Supplement was registered, in the Public Registry of the Securities Market;

That, by material events of 28 June 2021, Factoring Total S.A. and Servicios Financieros TOTAL EDPYME (now TOTAL Servicios Financieros Empresa de Créditos) disclosed to the market, among others, the following: (i) by general shareholders' meetings of both companies, held on the same date, they agreed to approve the Merger Project by means of which Servicios Financieros TOTAL EDPYME, as the absorbing and surviving company, would absorb Factoring Total S.A. which, as the absorbed company, would be dissolved without liquidation and, finally, would be extinguished; (ii) that the entry into force of the merger by absorption had to be authorized by the Superintendency of Banking, Insurance and AFP (SBS); and (iii) from the date of entry into force of the aforementioned merger, Factoring Total S.A., in a single act, universally, shall transfer to Servicios Financieros TOTAL EDPYME, in a single patrimonial block, all of its patrimony, assets and liabilities; as well as its rights and obligations (with or without accounting representation), becoming an entity without content of any and all nature;

That, by material event of 05 November 2021 Servicios Financieros TOTAL EDPYME (now TOTAL Servicios Financieros Empresa de Créditos) disclosed to the market SBS Resolution No. 03245-2021, of 05 November 2021, by means of which the Superintendency of Banking, Insurance and AFP (SBS) authorized Servicios Financieros TOTAL EDPYME, the merger by absorption with the company Factoring Total S.A., which, from said date of entry into force of the merger, would be renamed TOTAL Servicios Financieros EDPYME;

That, by material events of 23 November 2021 Factoring Total S.A. and Servicios Financieros TOTAL EDPYME disclosed to the market that 01 January 2022 was set as the date of entry into force of the merger by absorption between both companies;

That, by means of material events of 03 January 2023 Factoring Total S.A. and TOTAL Servicios Financieros EDPYME reported that on 30 December 2022 the merger by absorption between both companies was registered in the Public Registries under the charge of SUNARP, and in Entry B000027 of registry item No. 11009483 of the Registry of Legal Persons of the Lima Registry Office corresponding to TOTAL Servicios Financieros EDPYME, among others, the aforementioned merger was registered; likewise, in Entry B000011 of registry item No. 12577591 of the Registry of Legal Persons of the Lima Registry Office, corresponding to Factoring Total S.A., the extinction without liquidation of the aforementioned company was registered, closing the aforementioned registry item;

Documento electrónico fi digitally signed within the framework of Law No. 27269, Ley de Fi Signatures and Digital Certificates, its Regulations and amendments.
The integrity of the document and la autoría de la( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

Documento electrónico fi digitally signed within the framework of Law No. 27269, Ley de Fi Signatures and Digital Certificates, its Regulations and amendments.
The integrity of the document and la autoría de la( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

That, article 353 of Law No. 26887, General Corporations Law, establishes that the merger takes effect on the date set in the merger agreements, on that date the operations and the rights and obligations of the companies that are extinguished cease, which are assumed by the absorbing or incorporating company. In that sense, it is held that as of 01 January 2022 all the rights and obligations of Factoring Total S.A., including those corresponding to the «Primer Programa de Bonos Corporativos Factoring Total S.A.» were assumed by TOTAL Servicios Financieros EDPYME; whereby with respect to the aforementioned program a fundamental variation occurred, determined by the change in the legal personality of the issuer;

That, in accordance with the provisions of article 63 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, during the term of the public offering placement, the issuer is obliged to keep the informative prospectus updated and any modification of the prospectus that is made must be submitted to the Superintendence of the Securities Market – SMV, accompanied by the pertinent documentation and information, prior to its delivery to investors;

That, with respect to variations in the offer, article 29 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its amending norms, establishes that changes in the conditions of the offer or of the program that may imply a variation in the risk level of the previously registered securities, in such a way that they may modify the investment decision of a prudent investor, constitute fundamental variations; likewise it provides that the SMV for the registration of fundamental variations shall be twenty (20) days with positive administrative silence;

That, additionally, numeral 14.2.3. of article 14 of the Regulation of Primary Public Offering and Sale of Securities, provides that after three (03) years of the term of the program registration, the issuer must submit an updated framework prospectus that consolidates all the variations made to it, which must be sent to the SMV within the following thirty (30) calendar days; the prior evaluation procedure subject to negative administrative silence being applicable to the application;

That, from the information in the Public Registry of the Securities Market, it has been verified that the expiration of the three (03) year term of the registration of the «Primer Programa de Bonos Corporativos Factoring Total S.A.» occurred;

That, TOTAL Servicios Financieros Empresa de Créditos by writings of 17 April 2023; 15 and 16 May 2023 has submitted the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation of Primary Public Offering and Sale of Securities, for the registration procedure of the update of the Framework Prospectus due to fundamental variations consisting of the change of the legal personality of the issuer, as well as the expansion of the application of the resources raised in the Public Registry of the Securities Market; likewise for the registration procedure of the Second Framework Prospectus corresponding to the issuance program that hereinafter shall be called «Primer Programa de Bonos Corporativos

Documento electrónico fi digitally signed within the framework of Law No. 27269, Ley de Fi Signatures and Digital Certificates, its Regulation and amendments.
The integrity of the document and la autoría de la( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

TOTAL Servicios Financieros Empresa de Créditos (formerly TOTAL Servicios Financieros EDPYME)»:

That, article 7, numeral 6, of the Policy on dissemination of regulatory projects, general legal norms, 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 referring to the registration of securities and the registration of the informative prospectuses corresponding to the issuance programs in 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 articles 58 et seq. of the Single Ordered Text of the Securities Market Law; articles 14 and 29 of the Regulation on Primary Public Offering and Sale of Securities; as well as article 46, numeral 4, of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendency of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and to evaluate and/or resolve all procedures related to such offerings.

Resolves:

Article 1.- To order the registration of fundamental variations of the Framework Prospectus corresponding to the «First Corporate Bond Program TOTAL Servicios Financieros Empresa de Créditos (formerly TOTAL Servicios Financieros EDPYME)» in the Public Registry of the Securities Market, which consist of the change in the legal personality of the issuer, as well as the expansion of the application of the funds raised.

Article 2.- To order the registration of the Second Framework Prospectus corresponding to the «First Corporate Bond Program TOTAL Servicios Financieros Empresa de Créditos (formerly TOTAL Servicios Financieros EDPYME)» in the Public Registry of the Securities Market, upon the expiration of the three (03) years of validity of the registration of said program, which consolidates all variations made to it, including the fundamental variations referring to the change in the legal personality of the issuer, as well as the expansion of the application of the funds raised. The registrations referred to in the preceding articles have not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic-financial situation of the issuer, in accordance with the provisions of articles 10 and 21 of the Single Ordered Text of the Securities Market Law.

Likewise, the aforementioned registration does not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, with TOTAL Servicios Financieros Empresa de Créditos being responsible for the veracity of the information contained in the updated informative prospectuses, in accordance with the provisions of articles 13 and 65 of the Single Ordered Text of the Securities Market Law. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 3.- To disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 4.- To transcribe this resolution to TOTAL Servicios Financieros Empresa de Créditos, in its capacity as issuer and structuring entity; to Inteligo Sociedad Agente de Bolsa S.A., in its capacity as placement agent; to Banco de Crédito del Perú, in its capacity as representative of the bondholders; to CAVALI S.A. I.C.L.V. and to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

César Figueroa Benites
General Superintendent (e)
General Superintendency 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