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. 050-2023-SMV/11.1

Lima, 10 July 2023

The General Intendant of Conduct Supervision

Whereas:

File No. 2023025863, as well as Internal Report No. 968-2023-SMV/11.1, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision of the Superintendency of the Market in Securities.

Considering:

That, by means of a document submitted on 08 June 2023, TOTAL Servicios Financieros Empresa de Créditos (formerly, TOTAL Servicios Financieros EDPYME) requested the Superintendency of the Market in Securities – SMV, through the Single Window system, the exclusion of the shares representing the share capital of Factoring Total S.A., as well as of the securities called «First Issue of the First Program of Corporate Bonds Factoring Total S.A.», «Second Issue of the First Program of Corporate Bonds Factoring Total S.A.» and «Fourth Issue of the Second Program of Short-Term Instruments Factoring Total S.A.», from the Public Registry of the Market in Securities and from the Securities Registry of the Lima Stock Exchange;

That, from the evaluation carried out within the framework of the procedure to which this resolution refers, it has been verified that by General Intendancy Resolution SMV No. 041-2013-SMV/11.1 of 29 April 2013, the registration of the shares representing the share capital of Factoring Total S.A. in the Public Registry of the Market in Securities and in the Securities Registry of the Lima Stock Exchange was ordered;

That, likewise, 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 advance procedure, the registration of the issuance program called «First Program of Corporate Bonds Factoring Total», up to a maximum outstanding amount of US$ 20’000,000.00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles, and the registration of the respective Framework Prospectus were ordered; as well as the registration of the securities called «First Issue of the First Program of Corporate Bonds Factoring Total S.A.», up to a maximum outstanding amount of US$ 6’000,000.00 (Six Million and 00/100 United States Dollars), and the registration of the corresponding Supplement to the Framework Prospectus, in the Public Registry of the Market in Securities 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) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

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

That, additionally, it has been verified on 03 December 2020, within the framework of the «Second Program of Short-Term Instruments Factoring Total S.A.» and under an automatic approval procedure, the securities called «Fourth Issue of the Second Program of Short-Term Instruments Factoring Total S.A.» were registered, up to a total amount of US$ 4’000,000.00 (Four Million and 00/100 United States Dollars), and the corresponding Supplement to the Framework Prospectus was registered, in the Public Registry of the Market in Securities and, subsequently, in the Securities Registry of the Lima Stock Exchange;

That, from the evaluation of the documentation submitted by TOTAL Servicios Financieros Empresa de Créditos, the submission of the documents referring to the cancellation of the obligations derived from the securities called «Second Issue of the First Program of Corporate Bonds Factoring Total S.A.» and «Fourth Issue of the Second Program of Short-Term Instruments Factoring Total S.A.» has been verified, as well as the non-placement of the securities called «First Issue of the First Program of Corporate Bonds Factoring Total S.A.»;

That, by means of material events of 28 June 2021, both Factoring Total S.A. and Servicios Financieros TOTAL EDPYME (today, TOTAL Servicios Financieros Empresa de Créditos) reported that in their respective general shareholders' meeting, held on the same date, the merger by absorption between both companies had been approved;

That, by SBS Resolution No. 03245-2021 of 05 November 2021, the Superintendency of Banking, Insurance and AFP – SBS authorized Servicios Financieros TOTAL EDPYME (today, TOTAL Servicios Financieros Empresa de Créditos), the merger by absorption with the company Factoring Total S.A., indicating that from the entry into force of the merger (01 January 2022), the absorbing company would be called TOTAL Servicios Financieros EDPYME (today, TOTAL Servicios Financieros Empresa de Créditos);

That, articles 344, numeral 2, and 353 of Law No. 26887, General Corporations Law and its amending norms, establish that the absorption merger of one or more companies by another existing company originates the extinction of the legal personality of the absorbed company, and that upon the entry into force of the merger, the operations and the rights and obligations of the companies that are extinguished cease, which are assumed by the absorbing company, respectively;

That, by material fact of 03 January 2023, TOTAL Servicios Financieros EDPYME (today, TOTAL Servicios Financieros Empresa de Créditos) reported that on 30 December 2022 the absorption merger between both companies had been registered in the Public Registries under the charge of the National Superintendence of Public Registries – SUNARP, both 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 (today, TOTAL Servicios Financieros Empresa de Créditos) and 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., registering the extinction without liquidation of the last mentioned company;

That, TOTAL Servicios Financieros Empresa de Créditos has submitted the information and documentation requirements 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 the 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, for the purposes of the exclusion of the shares representing the capital stock of Factoring Total S.A., as well as of the securities «First Issue of the First Corporate Bond Program Factoring Total S.A.», «Second Issue of the First Corporate Bond Program Factoring Total S.A.» and «Fourth Issue of the Second Short-Term Instrument Program Factoring Total S.A.»;

That, additionally, from the information available in the Public Registry of the Securities Market, it has been observed that the issuance program called «First Short-Term Instrument Program Factoring Total S.A.» remains registered in the referred registry; therefore, considering that all the securities issued under the «First Short-Term Instrument Program Factoring Total S.A.» are excluded from the Public Registry of the Securities Market, as well as that the term of validity of the mentioned program has expired, it not being possible to make new issuances of securities under it, and that the cessation of public interest has occurred; 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, have been complied with, which states that with respect to issuance 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 a), b) and d), of the Single Ordered Text of the Securities Market Law; as well as articles 19, 20 and 23 of the Regulation for the 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 Superintendence of the Securities Market – SMV at the request of the issuer, when the registration of the securities has originated by its own will and when the extinction of the rights over the security operates, by amortization, total redemption or other cause; as well as when the cessation of public interest operates;

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;

That, regarding the obligation to carry out a Public Offer of Purchase for Exclusion – OPC when a security is excluded from the Registry

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Público del Mercado de Valores, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Regulation on Public Offerings for Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, it must be noted that the exclusion of the shares representing the share capital of Factoring Total S.A., as well as of the securities «First Issue of the First Corporate Bond Program Factoring Total S.A.», «Second Issue of the First Corporate Bond Program Factoring Total S.A.» and «Fourth Issue of the Second Short-Term Instrument Program Factoring Total S.A.», falls within the grounds for exception for not carrying out an OPC, contemplated both in article 37, literals a) and b), of the Regulation on Public Offerings for Acquisition and Purchase of Securities by Exclusion, and 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;

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 that resolve the exclusion of securities from the Public Registry of the Securities Market must be disseminated through the SMV Institutional Page 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 a), b) and d), of the Single Ordered Text of the Securities Market Law; articles 19, 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; as well as article 46, numeral 6, of the Regulation on 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 Superintendence 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 shares representing the share capital of Factoring Total S.A 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 securities denominated «First Issue of the First Corporate Bond Program Factoring Total S.A.», «Second Issue of the First Corporate Bond Program Factoring Total S.A.» and «Fourth Issue of the Second Short-Term Instrument Program Factoring Total S.A.» from the Public Registry of the Securities Market.

Article 4.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.

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Article 5.- To order the ex officio exclusion of the «First Short-Term Instrument Program Factoring Total S.A.» from the Securities Registry of the Lima Stock Exchange.

Article 6.- 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 7.- To transcribe this resolution to TOTAL Servicios Financieros Empresa de Créditos, as issuer and structuring entity; to Inteligo Sociedad Agente de Bolsa S.A. as placement agent; to Banco de Crédito del Perú, 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 Superintendent
General Superintendence of Conduct Supervision

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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