Law No. 27649: Law Amending Legislative Decree No. 861, Securities Market Law — SMV — PE

OTHER PROVISIONS1
SMV

1 The norms are stated in chronological order, indicating in each case the provision of the law or legislative decree to which it refers.

INDEX
ANNEX I
PROVISIONS CONTAINED IN LAWS THAT MODIFY THE SECURITIES MARKET LEGISLATION THAT SPECIFY PREROGATIVES OF THE SUPERINTENDENCY OF THE SECURITIES MARKET
Law No. 27649: Law Amending Legislative Decree No. 861, Securities Market Law ........................... 5
Legislative Decree No. 1061: Legislative Decree approving modifications to the Securities Market Law, Legislative Decree No. 861 ................................................................................................................... 5
Law No. 29660 - Law establishing measures to sanction price manipulation in the securities market
............................................................................................................................................................................ 6
Law No. 29782 - Law for the Strengthening of Securities Market Supervision ......................................... 7
Law No. 29720 - Law promoting the issuance of securities and strengthening the capital market . 7 Law No. 30708 - Law promoting the development of the capital market
ANNEX II
PROVISIONS CONTAINED IN LAWS THAT MODIFY THE SECURITIES MARKET LEGISLATION THAT INCORPORATE MODIFICATIONS TO THE GENERAL COMPANIES LAW AND OTHER RELATED NORMS
Law No. 27649 - Law Amending Legislative Decree No. 861, Securities Market Law ...................... 10
Legislative Decree No. 1061 - Legislative Decree approving modifications to the Securities Market Law, Legislative Decree No. 861 ................................................................................................................. 10
Law No. 29782 - Law for the Strengthening of Securities Market Supervision ....................................... 12
Law No. 29720 - Law promoting the issuance of securities and strengthening the capital market 12
Law No. 30050 - Law for the Promotion of the Securities Market ............................................................................ 14
OTHER PROVISIONS ................................................................................................................................ 16
Law No. 29782, Law for the Strengthening of Securities Market Supervision .......................................... 16
ANNEX III
PROVISIONS CONTAINED IN LAWS THAT MODIFY THE SECURITIES MARKET LEGISLATION THAT INCORPORATE MODIFICATIONS TO THE PENAL CODE
Law No. 27649 ................................................................................................................................................... 18
Law Amending Legislative Decree No. 861, Securities Market Law ................................................. 18
Law No. 29660 ................................................................................................................................................... 18
Law establishing measures to sanction price manipulation in the securities market ................. 18
Law No. 30050 ................................................................................................................................................... 19
Law for the Promotion of the Securities Market ...................................................................................................... 19

ANNEX I
PROVISIONS CONTAINED IN LAWS THAT MODIFY THE
SECURITIES MARKET LEGISLATION THAT SPECIFY
PREROGATIVES OF THE SUPERINTENDENCY OF THE
SECURITIES MARKET2
Includes:
Law No. 27649 published on 23.01.2002
Legislative Decree No. 1061 published on 28.06.2008 Law No. 29660 published on 04.02.2011 Law No. 29782 published on 28.07.2011 Law No. 29720 published on 25.06.2011 Law No. 30708 published on 24.12.2017

2 This annex includes the articles and final complementary provisions of the mentioned laws that are not part of the Securities Market Law nor the Organic Law of the SMV, and that specify the powers of the Superintendency of the Securities Market.

LAW NO. 27649
Law Amending Legislative Decree No. 861, Securities Market Law TRANSITIONAL AND FINAL PROVISIONS SIXTH.- Promotion of the development of the securities market In order to promote the development of the securities market, by supreme decree endorsed by the Minister of Economy and Finance, exceptions to the requirements for the registration of the security and the registration of the prospectus in the Public Registry of the Securities Market, the obligation to have a placement agent, structuring entity or, where applicable, bondholders' representative, may be established in cases where the issuance term is short or the amount of the issuance is not high or according to the type of security in question or the characteristics of the issuer or the nature of the guarantees established or other similar circumstances, provided that such requirements prove unnecessary or impose unjustified costs on financing via the offer of securities. SEVENTH.- Regulation of CONASEV By provisions of a general nature, in cases not regulated by special laws, CONASEV will regulate the right of holders of securities subject to public offer to obtain from the issuer or its affiliates, that information they consider essential for the better defense of their rights as investors. Likewise, in cases not regulated by special laws, CONASEV may regulate the call made by the issuer or the said Public Institution, in cases requested by investors holding securities subject to public offer, with the intention of adopting common decisions to defend their rights. CONASEV will regulate matters related to the powers granted to it by the General Companies Law, Law No. 26887, regarding open joint-stock companies. EIGHTH.- Approval of guarantee amounts CONASEV, without prejudice to what is provided in Article 136 of the Securities Market Law, by provisions of a general nature may order the constitution of additional guarantees by intermediation agents based on the operations they carry out. LEGISLATIVE DECREE NO. 1061 Legislative Decree approving modifications to the Securities Market Law, Legislative Decree No. 861 COMPLEMENTARY FINAL PROVISIONS SECOND.- Trading of foreign securities To facilitate the integration of exchanges, and the trading of securities simultaneously on one or more national or foreign exchanges, CONASEV may exempt foreign securities from registration in the Public Registry of the Securities Market as well as from any other obligation or requirement provided for in the Law, provided there are agreements between the entities responsible for the management of centralized trading mechanisms, and they meet the other conditions that CONASEV determines by provision of a general nature. THIRD.- Promotion of the development of the securities market () With the aim of promoting the entry into the securities market of new companies, preferably small and medium-sized, the SMV is empowered to approve, by provisions of a general nature, a special public offer regime, in which the
following may be established:
a) Lower requirements and demands for registration and the formulation of an offer. b) Lower information requirements during the offer and after it has been carried out; and c) Sanctioning treatment.
Likewise, the SMV is empowered to exempt these offers from compliance with any obligation or condition provided for in Legislative Decree 861, Securities Market Law; in Legislative Decree 862, Investment Funds and their Managing Companies Law; and in Law 26887, General Companies Law. () Provision modified by Article 3 of Law No. 30050. LAW NO. 29660 Law establishing measures to sanction price manipulation in the securities market COMPLEMENTARY FINAL PROVISION UNIQUE.- Dissemination of false or misleading information through the internet In the event that the internet has been used for the purpose established in paragraph c) of Article 12 of the Unified Text of Ordained Law of the Securities Market, approved by Supreme Decree No. 093-2002-EF, the National Commission for the Supervision of Companies and Securities (Conasev), through the judge, may request from the administrator of the respective web page the information that allows identifying the person who disseminated the false or misleading information. The judge must rule within a maximum period of ten (10) days.

LAW NO. 29782
Law for the Strengthening of Securities Market Supervision COMPLEMENTARY FINAL PROVISIONS SIXTH. Power to authorize functions and provision of services The Superintendency of the Securities Market (SMV) may authorize the provision of services in the aspects it determines, which contribute to the exercise of its functions by natural or legal persons from the public and private sectors, in order to ensure compliance with this Law; Legislative Decree 861, Securities Market Law and regulatory norms. The aforementioned authorization is granted by resolution of the Superintendent of the SMV. SEVENTH. Regime of administrative silence It is within the Superintendent's authority to subject administrative evaluation procedures under the responsibility of the Superintendency of the Securities Market (SMV) to positive administrative silence, exceptionally subject to negative administrative silence, in application of what is provided by the first transitional, complementary and final provision of Law 29060, Law on Administrative Silence. Likewise, it corresponds to the Superintendent to reclassify administrative evaluation procedures under the responsibility of the SMV as automatic approval procedures. LAW NO. 29720 Law promoting the issuance of securities and strengthening the capital market
Article 5. Publicity of financial information of non-supervised companies
Companies or entities other than those under the supervision of Conasev, whose annual income from the sale of goods or provision of services or their total assets are equal to or exceed three thousand tax units (UIT), must submit to said entity their financial statements audited by audit firms authorized by a college of public accountants in Peru, in accordance with international financial reporting standards and subject to the provisions and deadlines determined by Conasev. The reference tax unit (UIT) is the one in effect on January 1 of each fiscal year. The submitted financial statements are public access. In the event that Conasev detects that any of the companies or entities referred to in this article do not comply with the obligation to submit the aforementioned annual financial statements, it may, with a criterion of reasonableness and proportionality, impose the administrative sanction of reprimand or fine not less than one nor more than twenty-five tax units (UIT). LAW NO. 30708 Law promoting the development of the capital market

COMPLEMENTARY FINAL PROVISIONS
First. The SMV may exempt from the obligations, requirements and conditions provided for in Legislative Decree 861, Securities Market Law, and Legislative Decree 862, Investment Funds and their Managing Companies Law, for mutual investment funds in securities, investment funds and their respective Managing Companies in the framework of securities market integration processes, provided that the conditions and requirements determined by the SMV by provision of a general nature are met. Second. The bursatile certificate is created as a debt security, represented and transferred by book entry in a securities clearing and settlement institution, in accordance with the law on the matter. The SMV, by provisions of a general nature, will establish the conditions for issuance, trading, acquisition and other requirements and conditions of the bursatile certificate, being able to exempt them from requirements to facilitate their issuance and trading. Likewise, it may determine, by provisions of a general nature, the characteristics of the issuances of bursatile certificates for the purposes of their registration in the Public Registry of the Securities Market.

ANNEX II
PROVISIONS CONTAINED IN LAWS THAT MODIFY THE
SECURITIES MARKET LEGISLATION THAT INCORPORATE MODIFICATIONS TO THE GENERAL COMPANIES LAW, AND OTHER RELATED NORMS3 Includes:
-Law No. 27649 published on 23.01.2002

Legislative Decree No. 1061 published on 28.06.2008
Law No. 29782 published on 28.07.2011
Law No. 29720 published on 25.06. 2011

3 This annex includes the articles, final complementary provisions and modifying complementary provisions of the mentioned laws that are not part of the Securities Market Law nor the Organic Law of the SMV, and that modify the General Companies Law, and other related norms.

LAW NO. 27649
Law Amending Legislative Decree No. 861, Securities Market Law TRANSITIONAL AND FINAL PROVISIONS FIFTH.- Unseizability of accounts and others During the process of compensation and settlement of securities, the resources belonging to clients and holders that make up the bank accounts of participants or of the clearing and settlement institutions as well as the securities involved during the process, cannot be subject to any precautionary measure. Likewise, the resources belonging to clients and holders that are deposited in bank accounts of participants, securities clearing and settlement institutions or intermediation agents can only be subject to precautionary measures or back up the obligations that are the responsibility of said clients or holders, therefore they cannot be affected by the obligations of the participants, the intermediation agents and the securities clearing and settlement institutions. The same rule will be applicable, in what is pertinent to the case, to the securities. CONASEV will issue the relevant regulatory and control measures. TWELFTH.- Modifications to the General Companies Law Replace the first paragraph and incorporate numeral 5 into Article 253 of Title Two of Section Seven of Book Two of Law No. 26887, General Companies Law, with the following texts:
Article 253.- CONASEV Control
The National Commission for the Supervision of Companies and Securities is in charge of supervising and controlling the open joint-stock company, being empowered to regulate the provisions relating to these companies contained in this Section, whose supervision and control is under its charge. In this sense and in addition to the attributes specifically indicated in this section, it enjoys the following: (...)
5. Determine infractions to the provisions contained in this Section, as well as to the norms issued by CONASEV, according to what is provided in the present article that constitute sanctionable conduct, as well as impose the corresponding sanctions.”
LEGISLATIVE DECREE NO. 1061
Legislative Decree approving modifications to the Securities Market Law, Legislative Decree No. 861 COMPLEMENTARY FINAL PROVISIONS FOURTH.- Modifications to the General Companies Law Add article 21-A and modify the second paragraph of article 97, article 255, the first and penultimate paragraphs of article 262-A, articles 262-C, 262-E and 262-I of the General Companies Law, Law No. 26887, whose texts will be drafted as follows:

Article 21-A.- Voting by electronic or postal means
Shareholders or partners may, for the purposes of determining the quorum, as well as for the respective voting and adoption of agreements, exercise the right to vote by electronic means provided that it has a digital signature or by postal means to which effect legalized signatures are required. When digital signature is used, to exercise electronic voting in the adoption of agreements, the resulting electronic minutes must be stored by digital microform, in accordance with the law. When the company applies these forms of voting, it must guarantee respect for the right of intervention of each shareholder or partner, the president of the meeting being responsible for compliance with this provision. The installation of a general meeting or universal assembly as well as the social will formed through electronic or postal voting has the same effects as a meeting or assembly held in person.”
Article 97.- Preference of shares without voting rights
(...)
In the event of distributable profits, the company is obliged to distribute the preferential dividend referred to in the previous paragraph, without the need for an additional agreement of the General Meeting.
(...).”
Article 262-A.- Procedure for the Protection of Minority Shareholders.
To effectively protect the rights of minority shareholders, the company must disseminate within a period not exceeding sixty (60) days from the holding of the Mandatory Annual General Meeting or the expiration of the period referred to in article 114, whichever occurs first, the following:
(...)
Such dissemination must be carried out on the company's website, if it has one, and on CONASEV's Securities Market Portal. Additionally, other mass dissemination media may be used. (...).”
Article 262-E.- Dissemination Expenses
(...)
The deduction of expenses must be made no later than fifteen (15) days following the dissemination, otherwise it will be presumed, without proof to the contrary, that the dissemination expenses have been assumed by the company.”
Article 262-I.- Obligation of fiduciaries to carry out disseminations to protect minority shareholders.
The fiduciaries of the trust assets constituted in accordance with what is provided in Subchapter II of Title III, Second Section, of Law No. 26702, General Law of the Financial System, of the Insurance System and Organic Law of the Superintendency of Banking and Insurance, which aim to carry out all necessary actions to protect the rights of shareholders and promote the delivery of shares and/or dividends to their owners, are obliged to disseminate, charged to said assets, the list of shareholders who have not claimed their shares and/or those who have not collected their dividends or those whose shares were in a situation of exchange. Such dissemination must be carried out annually and during the second quarter of each year on the website of the company and the fiduciary, as well as on CONASEV's Securities Market Portal. In the event that the company does not have a website, it must necessarily carry out the dissemination on the aforementioned Portal.” LAW NO. 29782 Law for the Strengthening of Securities Market Supervision MODIFYING COMPLEMENTARY PROVISIONS SECOND. Modifications to Law 26887, General Companies Law
Article 262-F of Law 26887, General Companies Law, is modified, whose texts are drafted as follows:
Article 262-F. Claim Procedure
The applicant whose delivery of their shares or dividends has been expressly or fictitiously denied may claim this fact before the Superintendency of the Securities Market (SMV).
The claim will be presented to the Company, within a period of fifteen (15) business days counted from the notification of the Company's denial or the fictitious denial. The file will be elevated to the Superintendency of the Securities Market (SMV), with the necessary documents to resolve that are in the possession of the Company, within a term of three (3) business days. The SMV must resolve the claim within ninety (90) business days counted from when the documents sent by the Company were received, without further procedure than the analysis of the same. Within this period, the SMV may request any additional document from the interested party and the Company. The criteria used by the Superintendency of the Securities Market (SMV) when resolving the request must be observed by open joint-stock companies in successive requests for similar cases.” LAW NO. 29720 Law promoting the issuance of securities and strengthening the capital market
Article 1. Capital increase by public offer
In the case of capital increases by primary public offer, share certificates may be issued and transferred prior to the registry inscription of the corresponding capital increase, provided that the issuance of the shares is subject to the payment of one hundred percent (100%) of their nominal value. In such case, the shares can be transferred freely, the norms on assignment of rights not being applicable. The public registrar considers the capital increase valid and must register it by virtue of the resolution issued by Conasev, ordering the registration of the securities in the Public Registry of the Securities Market. The nullity for simulation, the annulment nor the inefficacy for fraud of the capital increase can be declared when it could result in harm to those who had subscribed or acquired the securities by public offer, or that, having subscribed or acquired them by virtue of a private negotiation, had acted in good faith and could suffer harm. For this reason, the provisions establishing the nullity of acts celebrated by a person in a restructuring process, extrajudicial liquidation or declared bankrupt, contained in the norms relating to the patrimonial restructuring of companies in the situations indicated in the previous paragraph, are not applicable to the act referred to in this article.
Article 2. Issuance of bonds by public and private offer
The limit established in article 305 of Law 26887, General Companies Law, is not applicable in the cases of issuance of bonds by primary public offer and in the cases of private offers referred to in article 5 of Legislative Decree 861, Securities Market Law.
Article 3. Liability of directors (*)
The directors of issuers with shares representing social capital registered in stock exchanges are civilly liable to the company and the shareholders for the damages and losses caused by adopting agreements that do not privilege the social interest but their own interests or those of related third parties, regarding transactions in which the following characteristics are present:

One of the intervening parties is the company with shares representing social capital registered in the stock exchanges;
The controlling shareholder of the company indicated in the preceding paragraph also exercises control over the legal person that participates as a counterparty in a specific transaction; and
The tran

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