General Superintendent Resolution for Prudential Compliance No. 001-2025-SMV/10.3

PERÚ Ministry of Economy and Finance

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General Superintendent Resolution for Prudential Compliance No. 001-2025-SMV/10.3 Lima, December 1, 2025

The General Superintendent for Prudential Compliance

VIEWED: The administrative file No. 2025030932, referring to the administrative sanctioning procedure against Diviso Bolsa Sociedad Agente de Bolsa S.A.

CONSIDERING:

1. That, as a result of the investigation carried out by the Securities Market Superintendence (SMV), it was determined that there are indications that the offering of debt instruments issued by Diviso Fondos Sociedad Administradora de Fondos S.A. (hereinafter, DIVISO SAF) on behalf of the investment funds named "Diviso Inversión en Acreencias Fondo de Inversión" (hereinafter, DIA FI) and "Diviso Inversiones Corporativas Fondo de Inversión" (hereinafter, DIC FI) (hereinafter, collectively, INVESTMENT FUNDS) and which were under the administration of said management company1, would have public rather than private nature, through Office No. 3807-2025-SMV/10.3 (hereinafter, OFFICE OF CHARGES), notified on July 15, 2025, an administrative sanctioning procedure was initiated against Diviso Bolsa Sociedad Agente de Bolsa S.A. (hereinafter, DIVISO SAB), as it would have carried out prohibited operations or activities, having acted as a placement agent for said securities, as well as having acted as Representative of the Bondholders in the issuance of said securities;

2. That, likewise, through the OFFICE OF CHARGES, an administrative sanctioning procedure was also initiated against DIVISO SAB, since it would have allowed persons who do not meet the requirements established in the regulations to carry out activities related to those of the intermediation agent, that is, it would have allowed natural persons who did not have the status of Representatives of DIVISO SAB to carry out the offering of the securities issued by DIVISO SAF on behalf of the INVESTMENT FUNDS, without having the due authorization;

3. That, with regard to the second infringement attributed, referring to the fact that DIVISO SAB would have failed to comply with Article 92 of the Single Text of the Law of the Securities Market, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, by having acted as Representative of the Bondholders in the issuance of the securities issued by DIVISO SAF on behalf of the INVESTMENT FUNDS due to its link with DIVISO SAF, it must be indicated that, from the review of the complaints presented to the SMV subsequent to the OFFICE OF CHARGES, reported facts have been observed that would involve the failure to perform functions by DIVISO SAB in its role as Representative of the Bondholders in the issuance of the securities issued by DIVISO SAF on behalf of the INVESTMENT FUNDS, which motivates the need to expand the investigation previously carried out before the OFFICE OF CHARGES, as well as greater evidentiary action, so that the SMV can carry out the corresponding evaluation and determine the existence or not of indications of infringement regarding said reported facts;

4. That, on the other hand, it must be indicated that DIVISO SAB, through its defenses, has requested the action of the evidentiary means offered by it in the administrative sanctioning procedure processed in the file seen in this resolution, regarding which, according to what is established in Article 174 of the Single Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO LPAG), the administration is empowered to dispose of their action or deny them, so, given the evidentiary means offered by DIVISO SAB, a longer period is required to carry out an evaluation on the pertinence of the action of additional evidence, as requested by DIVISO SAB;

5. That, likewise, it must be specified that the evaluation of the second and third infringements attributed does not impact the clarification of the facts that support the first infringement attributed, that is, the evaluation carried out to determine the existence or not of said infringements does not influence the evaluation carried out to determine the existence or not of the infringement referred to the action of DIVISO SAB as a placement agent in the offering of the securities issued by DIVISO SAF on behalf of the INVESTMENT FUNDS, that is, each infringement attributed with the OFFICE OF CHARGES can be evaluated independently of the other;

6. That, from what has been stated above, the existence of various circumstances arises that make it necessary for the infringements attributed with the OFFICE OF CHARGES to be evaluated independently, given the need to expand the investigation and greater evidentiary action, regarding reported facts;

7. That, consequently, maintaining the unity of the evaluation of the infringements attributed with the OFFICE OF CHARGES could delay and hinder the normal development of the procedure, and with it the clarification of the facts that support the first infringement attributed, referred to the action of DIVISO SAB as a placement agent of the debt instruments issued by DIVISO SAF on behalf of the INVESTMENT FUNDS, and that this could affect the investors of said securities, so in order not to obstruct the procedure and achieve the clarification of said facts in a reasonable period and effectively, it is necessary that its evaluation be carried out independently, guaranteeing the fulfillment of the purposes of the administrative sanctioning procedure;

8. That, for this reason and in application of the principle of ex officio impetus, the principle of speed and the principle of effectiveness established in

1 By email of January 30, 2025, DIVISO SAF informed that the INVESTMENT FUNDS passed to be administered by Esquema Investment S.A. (hereinafter, ESQUEMA INVESTMENT) from December 26, 2024.

PERÚ Ministry of Economy and Finance

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subsections 1.32, 1.93 and 1.104 of Article IV of the Preliminary Title of the TUO LPAG, as well as Article 515 of the Criminal Procedure Code, according to what is established in Article VIII of the TUO LPAG, it proceeds to decumulate what has been done in the present administrative sanctioning procedure in files No. 2025030932, 2025052314 and 2025025316, so that the previously indicated infringements are resolved independently based on their nature, effectiveness and requirement of additional actions, as well as longer periods for their evaluation and resolution;

9. That, files No. 2025052314 and 2025052316 are new files in which the acts of file No. 2025030932 are incorporated, it being indicated that in the new files the administrative sanctioning procedures referred to the infringements related to the action of DIVISO SAB as Representative of the Bondholders in the issuance of the securities issued by DIVISO SAF on behalf of the INVESTMENT FUNDS and to the fact that DIVISO SAB would have allowed natural persons who did not have the status of Representatives to carry out the offering of said securities, without having the due authorization, will be processed;

Being in accordance with what is established in Article 41, item 2, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and the TUO of the LPAG;

RESOLVES:

Article 1°.- Decumulate the administrative sanctioning procedure initiated against Diviso Bolsa Sociedad Agente de Bolsa S.A. in file No. 2025030932, in order for the infringements attributed to be resolved independently, based on their nature, effectiveness and requirement of additional actions, as well as longer periods for their evaluation and resolution, according to the following detail:

• In file No. 2025030932 it will refer to the charge against Diviso Bolsa Sociedad Agente de Bolsa S.A. for having carried out prohibited operations or activities, by having acted as a placement agent for securities issued by Diviso Fondos Sociedad Administradora de Fondos S.A. on behalf of the investment funds named "Diviso Inversión en Acreencias Fondo de Inversión" and "Diviso Inversiones Corporativas Fondo de Inversión".

• In file No. 2025052314 it will refer to the charge against Diviso Bolsa Sociedad Agente de Bolsa S.A. for having carried out prohibited operations or activities, by having acted as Representative of the Bondholders in the issuance of the securities issued by Diviso Fondos Sociedad Administradora de Fondos S.A. on behalf of the investment funds named "Diviso Inversión en Acreencias Fondo de Inversión" and "Diviso Inversiones Corporativas Fondo de Inversión", without observing the provisions established in the regulations.

• In file No. 2025052316 it will refer to the charge against Diviso Bolsa Sociedad Agente de Bolsa S.A., for having allowed natural persons who did not have the status of Representatives to carry out the offering of the securities issued by Diviso Fondos Sociedad Administradora de Fondos S.A. on behalf of the investment funds named "Diviso Inversión en Acreencias Fondo de Inversión" and "Diviso Inversiones Corporativas Fondo de Inversión", without having the due authorization.

Article 2°.- Transcribe this Resolution to Diviso Bolsa Sociedad Agente de Bolsa S.A.

Register, communicate and publish.

Giovanni Cibej Coronado General Superintendent (e) General Superintendent for Prudential Compliance

2 "1.3. Principle of ex officio impetus.- The authorities must direct and impetus ex officio the procedure and order the realization or practice of the acts that result convenient for the clarification and resolution of the necessary issues." 3 "1.9. Principle of speed.- Those who participate in the procedure must adjust their action in such a way that the procedure is endowed with the maximum possible dynamics, avoiding procedural actions that hinder its development or constitute mere formalisms, in order to reach a decision in a reasonable time, without this relieving the authorities of respect for due procedure or violating the legal order." 4 "1.10. Principle of effectiveness.- The subjects of the administrative procedure must prevail the fulfillment of the purpose of the procedural act, over those formalisms whose realization does not impact its validity, do not determine important aspects in the final decision, do not diminish the guarantees of the procedure, nor cause defenselessness to the administrated. In all cases of application of this principle, the purpose of the act that is privileged over the non-essential formalities must adjust to the applicable regulatory framework and its validity will be a guarantee of the public purpose that is sought to be satisfied with the application of this principle." 5 "Article 51. Separation of accumulated processes and connected imputations Exceptionally, to simplify the procedure and decide promptly, whenever there are sufficient elements to know independently, it is appropriate to separate accumulated processes or connected imputations or crimes that require special diligences or more extended periods for their processing, unless it is considered that unity is necessary to prove the facts. For these purposes, the formation of separate notebooks will be ordered."

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" Page 3 of 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

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" Page 4 of 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