General Superintendent Resolution No. 062-2024-SMV/11.1

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"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" Electronically signed document within 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. 062-2024-SMV/11.1
Lima, December 11, 2024

The General Superintendent of Conduct Supervision

Seen:

File No. 2024049635, as well as Internal Report No. 1656-2024-SMV/11.1, from the General Superintendent of Conduct Supervision of the Adjunct Superintendency of Conduct Supervision of Markets.

Considering:

That, through writings presented on December 02 and 06, 2024, Factotal Perú S.A. (formerly known as, FT Capital S.A.) requested the Securities Market Superintendency – SMV the inscription of the securities called "Third Issuance of the First Program of Commercial Papers of Factotal Perú S.A.", up to a maximum circulation amount of US$ 10,000,000.00 (Ten Million and 00/100 Dollars of the United States of America), as well as the registration of the respective Complement to the Master Prospectus in the Public Registry of the Securities Market – RPMV;

That, from the review carried out within the framework of the request to which this resolution refers, it has been observed that in the Universal Shareholders' Meeting of FT Capital S.A. on March 29, 2021, the "First Program of Commercial Papers of FT Capital S.A." (now, "First Program of Commercial Papers of Factotal Perú S.A.") was approved, up to a maximum circulation amount of S/ 100,000,000.00 (One Hundred Million and 00/100 Soles) or its equivalent in Dollars of the United States of America; and the gentlemen Bastián Ariel Moya Gutiérrez, José Luis De La Sotta Rossel, Paola Cecilia Suclla Alarcón and Enrique Stallone Rivera Alvarado were designated, so that acting jointly, any two (2) of them, may determine, establish, complete, detail or modify, as appropriate, all and each one of the terms and conditions of said program, as well as its issuances and/or series;

That, through General Superintendent Resolution SMV No. 037-2021-SMV/11.1 of October 18, 2021, within the framework of an advance proceeding, the inscription of the issuance program called "First Program of Commercial Papers of FT Capital S.A." (now, "First Program of Commercial Papers of Factotal Perú S.A.") was ordered, up to a maximum circulation amount of S/ 100,000,000.00 (One Hundred Million and 00/100 Soles) or its equivalent in Dollars of the

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"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" Electronically signed document within 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

United States of America, as well as the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market – RPMV;

That, through General Superintendent Resolution SMV No. 058-2024-SMV/11.1 of November 22, 2024, the registration of the Second Master Prospectus corresponding to the "First Program of Commercial Papers of Factotal Perú S.A." was ordered, which has consolidated all variations made to it, including —among others— the change of the issuer's corporate name, the change of the name of the issuance program and the fundamental variation referred to the change of the structuring entity;

That, on December 06, 2024, Factotal Perú S.A. has come to complete the requirements for the inscription of the "Third Issuance of the First Program of Commercial Papers of Factotal Perú S.A." and for the registration of the Complement to the Master Prospectus corresponding in the Public Registry of the Securities Market – RPMV, as provided 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 amending and complementary norms;

That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Character Legal Norms, 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 referred to the inscription of securities and the registration of the informative prospectuses within the framework of issuance programs in the Public Registry of the Securities Market, must be subject to dissemination through the Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,

Being subject to what is provided by articles 58 and following of the Single Consolidated Text of the Securities Market Law; as well as by article 46, numerals 4 and 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 empowers the General Superintendent of Conduct Supervision to resolve the requests submitted by the regulated entities linked to primary public offerings and evaluate and/or resolve any procedure linked to such offerings, as well as to order the inscription of securities in the Public Registry of the Securities Market – RPMV.

Resolves:

Article 1°.- Order the inscription of the securities
called "Third Issuance of the First Program of Commercial Papers of Factotal Perú S.A.", up to a maximum circulation amount of US$ 10,000,000.00 (Ten Million and 00/100 Dollars of the United States of America), as well as the registration of the respective Complement to the Master Prospectus in the Public Registry of the Securities Market – RPMV.

Article 2°.- The public offering of the securities referred to in
article 1° of this resolution must be carried out subject to what is
provided by articles 25 and 29 of the Regulation of Primary Public Offering and Sale of Securities. Likewise, it must be complied with presenting to the Securities Market Superintendency – SMV the documentation and information referred to in articles 23 and 24 of the aforementioned regulation.

The placement of the securities may be carried out within an irrevocable term that will not exceed three (3) years, counted from the date of its inscription in the Public Registry of the Securities Market, provided that the terms of the program and the advance proceeding have not ended, and the information and documentation corresponding are duly updated.

Article 3°.- The inscription of the securities referred to in
article 1° of this resolution has not entailed 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 Superintendency of the Securities Market – SMV regarding its goodness, the solvency of the issuer, nor regarding 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 and 24 of the Single Consolidated Text of the Securities Market Law. Likewise, the inscription of the securities and the registration of its respective Complement to the Master Prospectus do not imply that the Superintendency of the Securities Market – SMV recommends investment in them or expresses a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 4°.- Disseminate this resolution on the Institutional Page
of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 5°.- Transcribe this 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 placement agent; to Banco de Crédito del Perú, in the capacity of Representative of the Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Alix Godos
General Superintendent
General Superintendent of Conduct Supervision