General Supervision of Entities Resolution No. 151-2025-SMV/10.2 — SMV — PE

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" 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, pursuant to article 4 of the COMMON RULES, the organizers must have, at all times, recognized economic and moral solvency to the satisfaction of the Securities Market Superintendence - SMV, which comprises, among others, presenting a track record of compliance with ethical principles and good commercial and corporate practices; That, as part of the evaluation of the economic solvency of the organizers of entities requiring authorization of operation from the SMV, the parameter considered is the general patrimonial backing and also their liquid or available resources. This, in order to determine that they have the capacity to make the necessary capital contribution with the aim that ANDEAN SAB reaches the minimum net equity required by regulations, equivalent to S/ 2 406 328.00 (two million four hundred six thousand three hundred twenty-eight and 00/100 soles) for 2025; That, likewise, the organizers must be able to carry out successive capital increases to face losses during the first years of their operations, in such a way that these do not put at risk the continuity of the entity and with the aim of avoiding the risk of a suspension or revocation of its operation authorization granted to the stockbroker society; That, article 105 of the Regulation of Intermediation Agents (hereinafter, RAI) establishes that, in the event of an equity deficit, the stockbroker society must send to the RPMV, within thirty days following its detection by the SMV, a copy of the public deed of capital increase and the certificate of its inscription in the Public Records, and non-compliance with the capital increase within that deadline may result in a suspension of the operation authorization granted to the stockbroker society; That, according to the information presented, the current assets of the organizer ANDEAN PERU amount to USD 2 493 262.00 (two million four hundred ninety-three thousand two hundred sixty-two and 00/100 American dollars) and are constituted almost entirely by accounts receivable from related parties, for which no information has been provided to prove that they can be collected or settled in the short term. Likewise, its current assets are less than its current liabilities, which amount to USD 2 591 483.00 (two million five hundred ninety-one thousand four hundred eighty-three and 00/100 American dollars); That, the non-current assets of ANDEAN PERU are integrated entirely by investments in subsidiaries. In this way, it only has liquid resources in the amount of USD 277.00 (two hundred seventy-seven and 00/100 American dollars); That, normally
the organizers of stockbroker societies will constitute the company subsequent to the organization authorization. However, in this case ANDEAN SAB is an ongoing enterprise. Therefore, it must be verified that the organizers have solvency for the initial equity of the stockbroker society, in addition to the solvency to make future contributions;

PERU Ministry of Economy and Finance

That, in this sense, the accounts "Investments in subsidiaries and others", "Intangible Assets, net" and "Investments at fair value with changes in profit or loss", included in the Financial Statements of ANDEAN SAB as of December 31, 2024, would be deductible from its net equity, as detailed below; NET EQUITY 2024 (USD) 2024 (S/) 1 a Share capital 1 269 318 4 507 348 b Other Capital Reserves 84 721 300 844 c Accumulated Results 639 594 2 271 198 A Accounting Net Equity (PNC) = a + b + c 1 993 633 7 079 390 d Intangible Assets other than Goodwill recorded in the financial statement of the most recent month-end. 63 384 225 077 e Investments in Financial Instruments whose issuers are linked to the Agent or those securitized instruments whose payment obligors are linked to the Agent. 1 970 792 6 998 282 2 B Net Equity - Article 105 RAI = A - d - e - 40 543 -143 968 Minimum required net equity 675 745 2 406 328 Estimated initial contribution for ANDEAN SAB 716 288 2 550 296 That, the account "Investments at fair value with changes in profit or loss" is deducted due to the linkage existing between ANDEAN SAB and the private investment fund Andean Crown Opportunity Fund (hereinafter, ACOF), by virtue of paragraphs 5.2.1 and 5.2.5 of article 5 of the Regulation of Indirect Ownership, Linkage and Economic Groups, approved by SMV Resolution No. 019-2015-SMV/01 and its amendments; That, as a result of the mentioned deductions, the patrimonial situation of ANDEAN SAB would be deficitary with respect to the minimum parameters required for a stockbroker society. Therefore, it currently does not meet the minimum net equity required by the RAI. Consequently, it will be necessary capital contributions in an amount not less than S/ 2 550 296.00 (two million five hundred fifty thousand two hundred ninety-six and 00/100 soles); That, ANDEAN PERU, which acts as organizer and owner of 99.9999% of the shares of ANDEAN SAB, has not demonstrated having the necessary resources to make the initial capital contribution for the entity to comply with the net equity required by the RAI and the successive contributions

1 According to the selling exchange rate corresponding to August 7, 2025, published by the Superintendence of Banking, Insurance and AFP. 2 Result of the sum of the accounts "Investments in subsidiaries and others" and "Investments at fair value with changes in profit or loss".

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" 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 necessary for the continuity of its operations; therefore, ANDEAN PERU does not meet the economic solvency required by the COMMON RULES, to be an organizer of a stockbroker society; That, furthermore, in the present procedure, the ORGANIZERS did not comply with remedying the observation contemplated in paragraph 5 of Letter No. 3104-2025-SMV/10.2, through which it was requested to adapt the terms of the comprehensive statute modification draft of ANDEAN SAB to what is established in Title III of the COMMON RULES, referred to the implementation of good corporate governance practices and which requires the inclusion of independent directors; the separation of the functions of general manager and board president; and establishes a list of functions that the board and management must perform; That, in addition to the reasons stated, the ORGANIZERS did not comply with sending the support for the information declared by MR. SAETTONE regarding certain assets; That, for the aforementioned reasons, in the present procedure all the requirements to obtain the authorization of organization in accordance with the COMMON RULES have not been met, as developed in Report No. 1133-2025-SMV/10.2 of the General Intendancy of Entity Supervision; That, consequently, it is not possible to grant the authorization of organization of a stockbroker society to be named Andean Crown Capital Markets Stockbroker Society S.A. requested by the ORGANIZERS; Being subject to what is provided in article 1, subsection b), of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126 and its amending norms; as well as article 38, paragraph 5, letter i), of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendment. RESOLVES:
Article 1º.- Deny the request for authorization of
organization of a stockbroker society to be named Andean Crown Capital Markets Stockbroker Society S.A., presented by Mr. David Martín Saettone Watmough and Andean Crown Peru Corporation.
Article 2°.- Order the dissemination of this resolution
on the Portal of the Securities Market of the Securities Market Superintendence (www.gob.pe/smv).
Article 3º.- Transcribe this resolution to the
Messrs. Aldo Humberto Franciscolo Noziglia and María Alejandra Ofelia Agurto Bustamante, in their capacity as representatives of the organizers.

PERU Ministry of Economy and Finance

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