Individual decision · SMV · 18 Nov 2025
The Securities Market Superintendence (SMV) registers the "Second Program of Corporate Bonds of Compartamos Banco S.A." with a maximum circulation amount of S/ 350,000,000.00 and its Master Prospectus in the Public Registry of the Securities Market (RPMV). The program allows for automatic approval of securities and prospectus supplements provided Compartamos Banco S.A. maintains its qualified entity status and issues typical securities. Issuances must occur within six years of registration, with an updated master prospectus required after three years, and individual placements must be completed within three years of their respective registration dates. The resolution includes standard disclaimers regarding the SMV's non-certification of the issuer's solvency or the investment's merits.
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and 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 General Superintendent of SMV Resolution No. 062-2025-SMV/11.1 Lima, November 18, 2025 The Acting General Superintendent of Conduct Supervision Seen:
File No. 2025043513, as well as Internal Report No. 1660-2025-SMV/11.1, from the General Superintendent of Conduct Supervision of the Adjunct Superintendence of Market Conduct Supervision. Considering:
That, by means of a document presented on October 3, 2025, Compartamos Banco S.A. requested the Securities Market Superintendence – SMV, within the framework of an advance procedure, the registration of the issuance program named "Second Program of Corporate Bonds of Compartamos Banco S.A.", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars; and the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market – RPMV; That, from the documentation and information presented as support for the request to which this resolution refers, it has been noted that in a Board of Directors meeting of Compartamos Financiera S.A. (now named, Compartamos Banco S.A.), held on January 28, 2025, the implementation of a new social bonds program named "First Program of Social Bonds of Compartamos Financiera S.A.", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars; was approved; as well as that in a Board of Directors meeting of Compartamos Banco S.A., held on May 28, 2025, the modification of the name of said issuance program to "Second Program of Corporate Bonds of Compartamos Banco S.A." was approved and powers were expressly delegated, in the broadest manner allowed by applicable laws and the Bylaws, without any limit of restriction, the necessary powers for the gentlemen (i) Adolfo Antonio Peniche Guillermo, (ii) Cesar Augusto Sanguineti Almendariz, or (iii) Humberto Alejandro Lecca Neyra; along with (i) Herbert Ríos Pauca, (ii) Sergio Mercado Díaz, or (iii) Percy Enrique Rubina Cárdenas; to determine each and every one of the terms, conditions and characteristics of the Program and its respective issuances and series;
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and 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, the Superintendence of Banks, Insurance and Private Pension Fund Administrators – SBS, by means of SBS Resolution No. 02770-2025 of August 7, 2025, resolved to give a favorable opinion for Compartamos Banco S.A. to carry out the issuance of the "Second Program of Corporate Bonds of Compartamos Banco S.A.", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars; That, by means of a document and documentation presented on November 12, 2025, Compartamos Banco S.A. remedied the observations formulated by the Securities Market Superintendence – SMV, complying with the documentation and information requirements required by the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its modifying and complementary norms; That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its modifying norms, establishes that the decisions contained in administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of the informative prospectuses, in the Public Registry of the Securities Market, must be subject to dissemination through the Institutional Page of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being in accordance with the provisions of articles 58 and following of the Single Consolidated Text of the Securities Market Law; as well as article 46, numeral 4, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendent of Conduct Supervision to resolve the requests submitted by the regulated entities related to the primary public offerings and evaluate and/or resolve any procedure related to said offerings. Resolves:
Article 1st.- To dispose, within the framework of an advance
procedure, the registration of the issuance program named "Second Program of Corporate Bonds of Compartamos Banco S.A.", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the Master Prospectus corresponding in the Public Registry of the Securities Market – RPMV.
Article 2nd.- The registration of the securities and the registration of
the Supplements to the Master Prospectus that are carried out within the framework of the program referred to in article 1 of this resolution, will be carried out under a procedure of automatic approval, insofar as Compartamos Banco S.A. maintains its condition of qualified entity and it concerns the issuance of typical securities.
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and 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 In the contrary case, the registration of the securities and the registration of the corresponding prospectuses will be subject to what is provided in article 14, numeral 14.3.2, of the Regulation of Primary Public Offering and Sale of Securities Mobiliarios.
Article 3rd.- The issuances and/or offers that are
carried out within the framework of the program referred to in article 1 of this resolution, in accordance with what is established in article 14, numeral 14.2.3, of the Regulation of Primary Public Offering and Sale of Securities Mobiliarios, may be carried out during the six (06) years following the date of registration of the issuance program, a period that has the character of non-extendable. After three (03) years of the validity of the registration of the program and within the thirty (30) calendar days following, the issuer must present an updated master prospectus that consolidates all the variations made to it as of the date of its presentation, as well as the update of the remaining documentation and information that is relevant, otherwise it will not be able to formulate new offers until complying with said procedure.
Article 4th.- The placement of the securities that is carried
out within the framework of the "Second Program of Corporate Bonds of Compartamos Banco S.A." may be carried out within a non-extendable period that will not exceed three (3) years, counted from the date of registration of the security in the Public Registry of the Securities Market – RPMV, provided that the validity period of the registration of the program and the advance procedure have not ended, as well as that the information and documentation corresponding are duly updated, in accordance with what is provided by article 25 of the Regulation of Primary Public Offering and Sale of Securities Mobiliarios.
Article 5th.- The registration of the issuance program referred to in
article 1 of this resolution has not implied administrative activities of verification, nor inspection, nor audit of the information
presented, nor an examination of the economic-financial situation of the issuer and does not imply certification by the Securities Market Superintendence – SMV on its goodness, the solvency of the issuer, nor on the risks of the security or of the offer; being the issuer responsible for the truthfulness of the information presented to the market, in accordance with what is provided by articles 13, 21, 24 of the Single Consolidated Text of the Securities Market Law. Likewise, the registration of the issuance program and the registration of the Master Prospectus do not imply that the Securities Market Superintendence – SMV recommends investment in the securities to be issued within the framework of the referred program or gives a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to the interested parties in the Public Registry of the Securities Market.
Article 6th.- To disseminate this resolution on the Institutional
Page of the SMV on the Digital Platform
Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 7th.- To transcribe this resolution to
Compartamos Banco S.A., in its capacity as issuer; to Banco BBVA Perú, in its capacity as structuring entity; to BBVA Bolsa Sociedad Agente de Bolsa S.A., in its capacity
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and 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 as Placement Agent; to Banco Interamericano de Finanzas, in its capacity as Representative of the Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V. Register, communicate and publish. César Figueroa Benites General Superintendent (e) General Superintendent of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“Supreme Decree No. 216-2011-EF and its amendments”
“SMV Resolution No. 014-2014-SMV/01 and its modifying norms”
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