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

“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"

General Superintendency Resolution SMV No. 046-2024-SMV/11.1

Lima, 15 July 2024

The General Superintendent of Supervision of Conducts

Seen:

File No. 2024026170, as well as Internal Report No. 936-2024-SMV/11.1, of the General Superintendency of Supervision of Conducts of the Deputy Superintendency of Supervision of Market Conducts.

Considering:

That, by means of documents submitted on 13 June, 08 and 10 July 2024, Cineplex S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the shares representing its share capital from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;

That, from the evaluation carried out within the framework of the administrative procedure referred to in the preceding recital, it has been verified that by means of General Superintendency Resolution SMV No. 092-2014-SMV/11.1 of 10 October 2014, the registration of the common shares representing the share capital of Cineplex S.A. in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange was ordered; as well as that, subsequently, by means of General Superintendency Resolution SMV No. 026-2022-SMV/11.1 of 13 April 2022, the registration of the shares representing the share capital – Class "B" of Cineplex S.A. in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange was ordered;

That, by means of material events of 14 and 18 December 2023, Cineplex S.A. reported that at its Universal Shareholders' Meeting, held on 14 December 2023, the amortization of all Class "B" shares of Cineplex S.A. had been agreed upon, as well as that the previously designated Class "A" shares would become common shares of Cineplex S.A., without any variation in their amount or nominal value;

That, by means of the Universal Shareholders' Meeting of Cineplex S.A., held on 22 May 2024, the delisting of all shares representing the share capital of Cineplex S.A. from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange was approved, referring to the fact that said securities fell within the case for delisting due to the cessation of public interest in the security, as a consequence of their nil or scarce trading during the last three (03) years;

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That, within the framework of the provisions of article 20, numeral 20.3, of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, approved by SMV Resolution No. 031-2012-SMV/01 and its amending rules, by means of Letter EMI-313/2024, the Lima Stock Exchange S.A. indicated that it had no objections regarding the documentation submitted by Cineplex S.A.;

That, Cineplex S.A. 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 on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, for the purpose of the delisting of all shares representing the share capital – previously designated Class "A" and "B" shares – of said company;

That, article 39, subsection d), of the Single Ordered Text of the Securities Market Law, and article 23, second paragraph, subsection (i), of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, establish that the delisting of a security from the Public Registry of the Securities Market takes place by a reasoned resolution of the SMV, when the cessation of public interest in the security is verified, which is evidenced, among others, when said securities have had nil or scarce trading during the last three (03) years;

That, regarding the obligation to carry out a Public Tender Offer for Delisting – PTO when a security is delisted 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 on Public Tender Offers for Acquisition and Purchase of Securities by Delisting, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending rules, it must be pointed out that the delisting of the shares representing the share capital – previously designated Class "A" and "B" shares – of Cineplex S.A. falls within the exception for not carrying out a PTO, since said securities have not had trading during the last three (03) years, evidencing the cessation of public interest, as provided in article 37, subsection a), of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities by Delisting, and the penultimate paragraph of article 23 of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor;

Whereas, Article 7, item 6, of the Policy on the Dissemination of Regulatory Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by Resolution SMV Nº 014-2014-SMV/01 and its amending rules, establishes that decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Stock Market must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv); and,

In accordance with the provisions of Article 39, subsection d), of the Single Consolidated Text of the Stock Market Law; Articles 19, 20, 21 and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Stock Market and in the Trading Floor; as well as Article 46, item 6, of the Regulation on the Organization and Functions of the Superintendency of the Stock Market of

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Securities, approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision to order the exclusion of securities from the Public Registry of the Stock Market.

RESOLVES:

Article 1°.- To order the exclusion of the shares representing the share capital (formerly, denominated shares representing the share capital Classes "A" and "B") of Cineplex S.A. from the Public Registry of the Stock 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 disseminate this resolution on the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv).

Article 4°.- To transcribe this resolution to Cineplex S.A., as issuer; 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 Director
General Directorate of Conduct Supervision

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