General Superintendent Resolution No. 004-2025-SMV/11.1

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document under 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 Resolution SMV No. 004-2025-SMV/11.1

Lima, January 31, 2025
The General Superintendent of Conduct Supervision Having seen:
File No. 2025001692, as well as Internal Report No. 170-2025-SMV/11.1 dated January 31, 2025, from the General Superintendent of Conduct Supervision of the Adjacent Superintendence of Conduct Supervision of Markets. Considering:
That, through writings presented on January 14 and 20, 2025, Factotal Perú S.A. (formerly known as, FT Capital S.A.) requested the Securities Market Superintendence – SMV for the registration, by fundamental variation, of the Update No. 1 of the Second Master Prospectus of the "First Program of Commercial Paper of Factotal Perú S.A." in the Public Registry of the Securities Market – RPMV, having made modifications to the financial safeguards that the issuer must maintain during the validity of the program and to the arbitration procedure; That, it has been verified that through Resolution of General Superintendent SMV No. 037-2021-SMV/11.1 dated October 18, 2021, in the framework of an advance procedure, the inscription of the issuance program denominated "First Program of Commercial Paper of FT Capital S.A." was ordered, up to a maximum amount in circulation of S/ 100,000,000.00 (One Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market; That, through Resolution of General Superintendent SMV No. 058-2024-SMV/11.1 dated November 22, 2024, the registration of the Second Master Prospectus corresponding to the "First Program of Commercial Paper of Factotal Perú S.A." was ordered in the Public Registry of the Securities Market, after the three (03) years of validity of the inscription of the referred program had elapsed, which consolidated all the variations made to it, including the fundamental variation referred to the change in the structuring entity, which consisted in that Banco BBVA Peru assuming the condition of structuring entity, as well as the non-fundamental variation referred to the modification of the denomination of the program that would become denominated "First Program of Commercial Paper of Factotal Perú S.A.";

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronically signed document under 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, from the review of the documentation and information that supports the request to which this resolution refers and taking into account that in the General Shareholders' Meeting of Factotal Perú S.A. of October 02, 2024, among others, the gentlemen Bastián Ariel Moya Gutierrez, Paola Cecilia Suclla Alarcón and Enrique Stallone Rivera Alvarado were designated, to act jointly, two (2) any of them can determine all and each of the terms and conditions of the referred program and its issuances; it is noted that the issuer has presented the First Addendum to the First Comprehensive Modification to the Framework Act of Issuance corresponding to the "First Program of Commercial Paper of Factotal Perú S.A.", by virtue of which, among others, modifications were made to Clauses Sixth, numeral 6.9., and Twenty-Third; referred to the financial safeguards that the issuer must maintain during the validity of the program and to the arbitration procedure, respectively; That, in accordance with what is established in article 63 of the Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, during the validity of the placement of the public offer, the issuer is obliged to keep the information prospectus updated and any modification of the prospectus that is made must be presented to the Securities Market Superintendence – SMV, accompanied by the documentation and relevant information, prior to its delivery to the investors; That, regarding variations in the offer, article 29 of the Regulations for Primary Public Offer and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its modifying norms, establishes that changes in the conditions of the offer or of the program that could imply a variation in the level of risk of the previously registered securities, in such a way that they could modify the investment decision of a reasonable investor, constitute fundamental variations; That, Factotal Perú S.A. has presented the documentation and information required by the Single Text of the Securities Market Law, as well as by the Regulations for Primary Public Offer and Sale of Securities Mobiliarios, for the registration, by fundamental variation, of Update No. 1 of the Second Master Prospectus of the "First Program of Commercial Paper of Factotal Perú S.A." in the Public Registry of the Securities Market; That, article 7, numeral 6, of the Policy on Dissemination of Regulatory 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 referred to, among others, the registration of the prospectuses information corresponding to the issuance programs 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 Orientation to Citizen (www.gob.pe/smv); and, Being in accordance with the provisions of articles 58 and following of the Single Text of the Securities Market Law; article 29 of the Regulations of Primary Public Offer and Sale of Securities; as well as by article 46, numeral 4, of the Regulations of Organization and Functions of the Superintendence of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronically signed document under 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 modifications, which empowers the General Superintendent of Conduct Supervision to resolve the requests made by the regulated entities linked to the primary public offers and evaluate and/or resolve any procedure linked to such offers. Resolves:
Article 1°.- Order the registration, by fundamental
variation, of Update No. 1 of the Second Master Prospectus of the "First Program of Commercial Paper of Factotal Perú S.A." in the Public Registry of the Securities Market – RPMV, which consists of having made modifications to the financial safeguards that the issuer must maintain during the validity of the program and to the arbitration procedure.
Article 2°.- The registration referred to in article 1° of
the present resolution has not entailed administrative activities of verification, nor inspection, nor audit of the information presented, nor an examination of the situation economic – financial of the issuer, in accordance with what is established by article 10 of the Single Text of the Securities Market Law. Likewise, the referred registration does not imply that the Securities Market Superintendence – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, with Factotal Perú S.A. and the structuring entity being responsible for the truthfulness of the information contained in the updated information prospectus, in accordance with what is established by articles 13 and 65 of the Single Text of the Securities Market Law. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.
Article 3°.- Disseminate the present resolution on the Page
Institutional of the SMV on the Digital Platform Unique of the Peruvian State for Orientation to Citizen (www.gob.pe/smv).
Article 4°.- Transcribe the present resolution to
Factotal Perú S.A., in the capacity of issuer; to Banco BBVA Perú, in the capacity of structuring entity; to BBVA Bolsa Sociedad Agente de Bolsa S.A., in the capacity of placing agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A. Register, communicate and disseminate. Alix Godos General Superintendent General Superintendent of Conduct Supervision