General Supervision of Entities Intendancy Resolution No. 049-2025-SMV/10.2 — SMV — PE

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" 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 Supervision of Entities Intendancy Resolution No. 049-2025-SMV/10.2 Lima, March 14, 2025 The General Intendant of Supervision of Entities HAVING SEEN:
File No. 2024052953 submitted by Diaphanum Investment Fund Administrator Corporation Closed Joint Stock Company and the Report No. 350-2025-SMV/10.2 of March 14, 2025 from the General Intendancy of Supervision of Entities of the Securities Market Superintendence; CONSIDERING:
That, by Superintendent Resolution No. 066-
2018-SMV/02 of May 25, 2018, the operation of Diaphanum Investment Fund Administrator Corporation Closed Joint Stock Company (hereinafter, DIAPHANUM SAFI) was authorized, as an investment fund administrator; That, Article 27 of the Regulation of Investment Funds and their Administrators, approved by SMV Resolution No. 029-2014- SMV/01 and its amendments (hereinafter, REGULATION), establishes the documents that administrator corporations must present in order to obtain approval of spin-off agreements and capital reduction agreements. It also provides that the effectiveness of such agreements is subject to the approval of the General Intendancy of Supervision of Entities; That, in accordance with Article 13 of the Common Standards for entities requiring authorization for organization and operation of the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and its amendments (hereinafter, STANDARDS), when, as a result of an increase or decrease in capital, the participation of a new shareholder exceeds ten percent 10%) of the social capital of an Entity, prior authorization from the SMV is required; That, in accordance with Article 12 of the STANDARDS, any transfer of shares that allows a natural or legal person to reach or exceed direct or indirect ownership of more than 10% of the participation in the social capital of an Entity, must have prior authorization from the SMV, comply with presenting the information required to request organization authorization, to the extent applicable, and the procedure regulated in the aforementioned standard shall apply to it; That, with documents submitted up to March 05, 2025, DIAPHANUM SAFI requested authorization for the following: i) spin-off of a patrimonial block; (ii) capital reduction; and, (iii) transfer of shares, pursuant to which Mr. Heyse William Quispe Espinoza (hereinafter, MR. QUISPE) will become a shareholder with a ninety-nine percent (99%) participation in the social capital of DIAPHANUM SAFI;

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" 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 That, on November 25, 2024, the shareholders of DIAPHANUM SAFI, Eduardo Michelsen Delgado and Kandeo Investment Advisors Perú S.A.C., signed a Share Purchase Agreement (hereinafter, CONTRACT), whereby, among other things, they transfer ninety-nine percent (99%) of the shares of DIAPHANUM SAFI in favor of MR. QUISPE; That, the General Shareholders' Meeting of DIAPHANUM SAFI, held on November 25, 2024 agreed, among other things: (i) Approve the Spin-off Project, through which DIAPHANUM SAFI segregates a patrimonial block for S/ 3,098,782.00 (Three million ninety-eight thousand seven hundred eighty-two and 00/100 Soles) 1, which would be transferred to Ganesha Group Perú S.A.C. as the absorbing company; (ii) reduce the social capital of DIAPHANUM SAFI, as a consequence of the segregation of the patrimonial block, from S/ 6,054,100.00 (Six million fifty-four thousand one hundred and 00/100 Soles) to S/ 2,955,318.00 (Two million nine hundred fifty-five thousand three hundred eighteen and 00/100 Soles); (iii) increase the social capital, by new contribution, in S/ 1,875,000.00 (One million eight hundred seventy-five thousand and 00/100 Soles); and, (iv) modify the fourth article of the society's statutes referring to social capital; That, subsequently, DIAPHANUM SAFI presented updated information based on the individual financial information as of December 31,
2024. According to this, the value of the patrimonial block to be spun off is
modified to S/ 2,473,216.47 (Two million four hundred seventy-three thousand two hundred teen-six and 47/100 Soles), although it did not present a General Shareholders' Meeting agreement approving the modification of the spin-off project or an equivalent document; That, the economic solvency of the shareholders, who exceed ten percent (10%) of the participation in the social capital of an investment fund administrator corporation, is determined based on the sworn statement of patrimonial assets and the sworn statement of source of funds, as well as the information that the SMV may obtain within the framework of its supervisory functions; That, in accordance with the evaluation of the documentation presented, it has been determined that MR. QUISPE does not have the necessary economic solvency to make the capital contribution in the administrator corporation. This, considering that the liquid resources he has accredited having are insufficient to reach the sum of the referred contribution 2 , as well as to make capital increases that may be necessary in the future in DIAPHANUM SAFI; and the rest of the assets, which he declares to possess, are not realizable or liquidable in the short term 3 . Consequently, it does not correspond to grant authorization to MR. QUISPE to be a shareholder for 99% of the shares of DIAPHANUM SAFI; That, the new social capital of DIAPHANUM SAFI, resulting from the spin-off, reduction and capital increase agreements would amount to S/ 3,580,884 (considering the patrimonial block to be spun off of S/ 2,473,216, with the figures as of December 31, 2024). However, according to the financial statements as of December 31, 2024, the administrator presents an accumulated loss of S/ 3,455,000, with which its equity would be reduced to S/ 125,576, an amount that is below the minimum equity established in accordance with Article 13 and the Second Final Provision 4 of the Law of Investment Funds and their Administrators, approved by the

1 Considering the book value as of July 31, 2024.
2 Additionally, according to subsection (iii), numeral 4.1. of clause four of the CONTRACT, MR. QUISPE must pay the sum of US$ 118,800.00 after the SMV authorization on the transfer of shares. 3 It should be noted that MR. QUISPE presented an initial sworn statement of patrimonial assets, which he modified. In the new sworn statement, he indicated having monetary resources that represent 17% of the funds declared initially. 4 In accordance with Circular No. 011-2025-SMV/10.2, the minimum equity is S/ 1,804,746 for the year 2025.

PERU Ministry of Economy and Finance

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