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General Intendancy Resolution SMV No. 060-2023-SMV/11.1

Lima, 05 September 2023

The General Superintendent (e) of Conduct Supervision

Vistos:

File No. 2023034388, as well as Internal Report No. 1206-2023-SMV/11.1 of 05 September 2023, from the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

Whereas, by a document submitted on 07 August 2023, Mr. David Cirilo León Martínez, in his capacity as Liquidator of Lima Caucho S.A. In Liquidation, requested the Superintendency of the Securities Market – SMV, through the Single Window system, the exclusion of the series 2 shares and the investment shares issued by Lima Caucho S.A. In Liquidation from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;

Whereas, from the evaluation carried out within the framework of the administrative procedure to which this resolution refers, the following has been verified: (i) By CONASEV Resolution No. 041-79-EF/94.10 of 15 June 1979, the registration of the labor shares (now, investment shares) of Lima Caucho S.A. (now, Lima Caucho S.A. In Liquidation) in the SMV Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange was ordered; and, (ii) By Management Resolution No. 021-2006-EF/94.45 of 27 April 2006, the registration of the shares representing the share capital of Lima Caucho S.A. (now, Lima Caucho S.A. In Liquidation), designated «Series 2 Shares», in the SMV Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange was ordered;

That, it has been observed that at the General Shareholders' Meeting of Lima Caucho S.A. En Liquidación, held on 30 June 2023, the liquidator's final report, the liquidation report and the final statement of financial position of the company were approved; it being recorded that no proposed distribution of social assets had been approved, since there was no net equity that could be subject to distribution; likewise, the extinction of the company was approved, authorizing Mr. David Cirilo León Martínez to sign the public and private documents that allow the registration of the extinction agreement in the Registry of Legal Persons of Lima;

Electronic document digitally signed within the framework of Law No. 27269, Law on Signatures and Digital Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, having completed the liquidation process, within the framework of the provisions of article 421 of the General Corporations Law, Law No. 26887 and its amendments, it has been verified that in Entry No. D00025 of electronic record No. 03024577 of the Public Registry of Legal Persons of Lima of the National Superintendence of Public Registries – SUNARP, it is recorded that on 26 July 2023 the extinction of Lima Caucho S.A. En Liquidación was registered;

That, in the present case, having verified the registration of the extinction of the legal personality of Lima Caucho S.A. En Liquidación, said company has ceased to be a center of imputation of rights and obligations, and the exclusion of the series 2 shares and the investment shares of Lima Caucho S.A. En Liquidación is appropriate;

That, article 39, literal c), of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as article 23, first paragraph, subsection ii, of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amendments, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the SMV and proceeds on the ground of dissolution of the issuer once the liquidation process has concluded;

That, with respect to the obligation to carry out a Public Tender Offer 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, in article 32 of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, and in the last paragraph of article 19 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange; it must be noted that the exclusion of the series 2 shares and the investment shares of Lima Caucho S.A. En Liquidación falls within the exception ground for not carrying out an OPC, contemplated both in article 37, literal d), of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities for Exclusion, and in the penultimate paragraph of article 23 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange; since the liquidation procedure of the issuer has concluded and, consequently, the extinction of the company has occurred;

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, literal c), of the Single Ordered Text of the Securities Market Law; articles 19, 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; as well as article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which

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

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 «Series 2 Shares» and the investment shares of Lima Caucho S.A. In Liquidation from the Public Registry of the Securities Market.

Article 2°.- To pronounce 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 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).

Article 4°.- To transcribe this resolution to Mr. David Cirilo León Martínez, in his capacity as Liquidator of Lima Caucho S.A. In Liquidation, currently extinct; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

César Figueroa Benites
General Superintendent (e)
General Superintendence of Conduct Supervision