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

General Intendancy Resolution SMV No. 054-2024-SMV/11.1

Lima, 18 October 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024040719, as well as Internal Report No. 1367-2024-SMV/11.1 dated 18 October 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 27 September 2024, SYRUS DISTRIBUTION PERU S.A.C. requested from the Superintendency of the Market in Securities – SMV, within the framework of an advance procedure, the registration of the «First Short-Term Instruments Program SYRUS DISTRIBUTION PERU S.A.C.», up to a maximum outstanding amount of US$ 6’000,000.00 (Six Million and 00/100 United States Dollars) or its equivalent in Soles, and the registration of the Framework Prospectus in the section «Of securities and/or issuance programs registered in the Alternative Market of Securities» of the Public Registry of the Securities Market;

That, on the same date, SYRUS DISTRIBUTION PERU S.A.C. requested the registration of the securities called «First Issuance of the First Short-Term Instruments Program SYRUS DISTRIBUTION PERU S.A.C.», up to a maximum outstanding amount of US$ 1’500,000.00 (One Million Five Hundred Thousand and 00/100 United States Dollars), as well as the registration of the Supplement to the Framework Prospectus in the section «Of securities and/or issuance programs registered in the Alternative Market of Securities» of the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;

That, from the review of the documentation and information submitted in support of the request to which this resolution refers, it has been noted that in the General Shareholders' Meeting of SYRUS DISTRIBUTION PERU S.A.C., held on 17 September 2024, financing through the capital market was approved by means of the public offering issuance of short-term instruments through the «First Short-Term Instruments Program SYRUS DISTRIBUTION PERU S.A.C.», for an outstanding sum not greater than US$

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6’000,000.00 (Six Million and 00/100 United States Dollars) or its equivalent in Soles; as well as the granting of powers to Mr. Gustavo José Prochazka Zarate, so that acting individually and with sole signature, he may determine each and every one of the terms, characteristics and conditions of the program and of the issuances made within the framework of said program;

That, SYRUS DISTRIBUTION PERU S.A.C. 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; the Regulation of the Alternative Market of Securities – MAV, approved by SMV Resolution No. 025-2012-SMV/01 and its amending and complementary rules; and, the Manual for Compliance with the Requirements Applicable to Public Offerings of Short-Term Instruments in the Alternative Market of Securities – MAV, approved by Superintendent Resolution No. 021-2017-SMV/02 and its amendments;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, General Legal Rules, 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 referring to the registration of securities and the registration of informative prospectuses corresponding to issuance programs, within the framework of an advance procedure, 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 and following of the Single Ordered Text of the Securities Market Law; as well as by article 46, numerals 4 and 6, of the Regulation of Organization and Functions of the Superintendency of the Market in Securities, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and to evaluate and/or resolve any procedure related to such offerings, as well as to order the registration of securities in the Public Registry of the Securities Market.

Resolves:

Article 1.- To order the registration, within the framework of an advance procedure, of the issuance program called «First Short-Term Instruments Program SYRUS DISTRIBUTION PERU S.A.C.», up to a maximum outstanding amount of US$ 6’000,000.00 (Six Million and 00/100 United States Dollars) or its equivalent in Soles, and the registration of the corresponding Framework Prospectus in the section «Of securities and/or issuance programs registered in the Alternative Market of Securities» of the Public Registry of the Securities Market.

Article 2.- To order the registration of the securities called «First Issuance of the First Short-Term Instruments Program SYRUS DISTRIBUTION PERU S.A.C.», up to a maximum outstanding amount of US$ 1’500,000.00 (One Million Five Hundred Thousand and 00/100 United States Dollars), as well as the registration of the Supplement to the Framework Prospectus in the section «Of securities and/or issuance programs registered in the Alternative Market of Securities» of the Public Registry of the Securities Market.

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PERU Ministry of Economy and Finance
SMV
Superintendency of the Market of 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"

Article 3.- To rule in favor of the registration of the securities indicated in the preceding article in the Securities Registry of the Lima Stock Exchange, in accordance with the provisions of article 19 of the Regulation of the Alternative Market of Securities – MAV.

Article 4.- The obligations to submit information to the Superintendency of the Market of Securities – SMV derived from the registration referred to in articles 1 and 2 of this resolution are subject to the provisions of the Single Ordered Text of the Securities Market Law and in articles 24 and 25 of the Regulation of the Alternative Market of Securities – MAV.

Article 5.- The issues and/or offers made under the registration referred to in article 1 of this resolution, in accordance with the provisions of numeral 5.5 of article 5 of the Regulation of the Alternative Market of Securities – MAV, may be made during the six (06) years following the date of registration of the program, a term that is non-extendable.

After three (03) years from the validity of the registration of the program, within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all the variations made to it as of the date of its submission, as well as the update of the remaining documentation and information that is pertinent, otherwise it may not make new offers until it complies with said procedure.

Article 6.- The placement of the securities referred to in article 2 of this resolution and of those that will be registered under the «First Program of Short-Term Instruments SYRUS DISTRIBUTION PERU S.A.C.» may be made within a non-extendable term that will not exceed three (3) years, counted from the date of their registration in the Public Registry of the Securities Market, as long as the terms of the program and of the advance procedure have not ended, and the corresponding information and documentation are duly updated.

Article 7.- The registration of the issuance program and of the securities referred to in articles 1 and 2 of this resolution has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic – financial situation of the issuer, and does not imply certification by the Superintendency of the Market of Securities – SMV regarding its soundness, the solvency of the issuer, or the risks of the security or the offer; the issuer being responsible for the veracity of the information presented to the market, in accordance with the provisions of articles 13, 21 and 24 of the Single Ordered Text of the Securities Market Law.

Likewise, the registration of the issuance program and of the securities, as well as the registration of the Framework Prospectus and of the Supplements to the Framework Prospectus, does not imply that the Superintendency of the Market of Securities – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

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Article 8.- To disseminate this resolution on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 9.- To transcribe this resolution to SYRUS DISTRIBUTION PERU S.A.C., in its capacity as issuer; to BNB Valores Perú S.A. Sociedad Agente de Bolsa, in its capacity as structuring entity and placement agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

Electronic document di gitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml