PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

"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"

Intendancy General Resolution of Supervision of Entities

No. 102-2024-SMV/10.2

Lima, 31 July 2024

The Intendant General of Supervision of Entities (e)

WHEREAS:

File No. 2024021913 submitted by Compass Group Sociedad Administradora de Fondos S.A. and Report No. 990-2024-SMV/10.2 of 30 July 2024 of the Intendancy General of Supervision of Entities of the Superintendency of the Market in Securities;

CONSIDERING:

That, by CONASEV Resolution No. 005-2002- EF/94.10 of 01 February 2002 and Superintendency Resolution No. 080-2023- SMV/10.2 of 04 October 2023, the operation of Compass Group Sociedad Administradora de Fondos S.A. was authorized to act as administrator of investment funds and mutual funds, respectively;

That, article 12 of the Common Rules for entities that require authorization of organization and operation from the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and amendments, establish that any transfer of shares that allows a natural or legal person to exceed direct or indirect ownership of more than 10% participation in the share capital of an Entity, must have the prior authorization of the SMV. For this, it must comply with presenting the information required to request authorization of organization, as applicable, and the procedure regulated in the aforementioned rule shall apply;

That, by writings submitted until 9 July 2024, Compass Group Sociedad Administradora de Fondos S.A. requested authorization from the Superintendency of the Market in Securities, for the indirect transfer of 100% of the shares representing its share capital in favor of Vinci Partners Investments LTD through the acquisition by the latter of 100% of the shares representing the share capital of MNC Holdings Limited, indirect controlling company of Compass Group Sociedad Administradora de Fondos S.A.;

That, said transfer represents the acquisition by Vinci Partners Investments LTD of an indirect participation in Compass Group Sociedad Administradora de Fondos S.A. that exceeds the 10% limit of the share capital established in the Common Rules for entities that require authorization of organization and operation from the SMV, which is why it corresponds to evaluate compliance with the requirements established in said rules in order to authorize the transfer;

That, from the evaluation made of the documentation presented, it has been verified that Compass Group Sociedad Administradora de Fondos S.A. has complied with the necessary requirements established in the Common Rules for entities that require authorization of organization and operation from the SMV, as developed in Report No. 990-2024-SMV/10.2 of the Intendancy General of Supervision of Entities; and,

In accordance with the provisions of article 12 of the Common Rules for entities that require authorization of organization and operation from the SMV, and in application of article 38, numeral 5, literal iii, of the Regulation of Organization and Functions of the Superintendency of the Market in Securities, approved by Supreme Decree No. 216-2011-EF and its amendments;

RESOLVES:

Article 1.- Authorize the indirect transfer of 100% of the shares representing the share capital of Compass Group Sociedad Administradora de Fondos S.A. in favor of Vinci Partners Investments LTD.

Article 2.- Order the dissemination of this resolution on the Market in Securities Portal of the Superintendency of the Market in Securities (www.gob.pe/smv).

Article 3.- Transcribe this resolution to Compass Group Sociedad Administradora de Fondos S.A.

Register, communicate and publish.

Signed by: SERAYLAN ORMACHÉA Marcela Lidia FAU : Reason:

Marcela Seraylan Ormachea
Intendant General (e)
Intendancy General of Supervision of Entities