Resolution No. 0410-97: Regulation on the Conversion to Joint-Stock Companies and Shareholding Participation of Municipal Savings and Credit Caisses

Lima, June 6, 1997
S.B.S. Resolution
No. 410-97 1
The Superintendent of Banking and Insurance

CONSIDERING:

That, the Fourteenth Transitional Provision of the General Law of the Financial System and of the Insurance System and Organic Law of the Superintendence of Banking and Insurance - Law No. 26702, hereinafter General Law, provides that Municipal Savings and Credit Caisses (CMACs) must convert into joint-stock companies within a period not exceeding twelve months counted from the entry into force (96.12.10) of the aforementioned General Law, without the need to meet the requirement of plurality of shareholders;

That, the aforementioned Transitional Provision authorizes the respective Provincial Municipal Councils, prior to the opinion of the Peruvian Federation of Municipal Savings and Credit Caisses FEPCMAC, to agree on the participation of natural or legal persons in the shareholding of Municipal Savings and Credit Caisses, granting preference to affiliated institutions from the country and abroad;

That, consequently, it is convenient to regulate the process of conversion of CMACs into joint-stock companies, as well as the participation of FEPCMAC in the opening of the shareholding of CMACs and the system as a whole, with the aim of guaranteeing their continuity and solidity; thereby achieving the maintenance of CMACs in a joint national coverage system and the sustainability of this system in a more competitive market in the future;

That, by virtue of the aforementioned, it is necessary to form a Special Commission in charge of the promotion, programming and coordination of the shareholding participation process of the various CMACs;

That, it is also convenient to establish the attributes of the aforementioned Special Commission;

In accordance with what is provided by Law No. 26702 and in exercise of the powers conferred by paragraphs 7 and 18 of article 349 of the aforementioned General Law;

RESOLVES:

Sole Article.- Approve the attached Regulation which consists of three (03) chapters, twenty-three (23) articles and three (03) transitional and final provisions.

1 Norm left without effect by SBS Resolution No. 18070-2010, except for Sub-Chapter II Shareholders of Chapter II Shareholding Participation.

REGULATION ON THE CONVERSION TO JOINT-STOCK COMPANIES AND SHAREHOLDING PARTICIPATION OF MUNICIPAL SAVINGS AND CREDIT CAISSES

CHAPTER I
THE CONVERSION

CHAPTER II
SHAREHOLDING PARTICIPATION

SUB-CHAPTER I
SPECIAL COMMISSION

SUB-CHAPTER II
SHAREHOLDERS

Article 13th.- Agreement on shareholding participation 2
The CMAC will agree on the participation of natural and/or legal persons in its shareholding, preferably of affiliated institutions from the country or abroad, once the respective Municipal Council has previously agreed on the sale of its shareholding. Such agreement must comply with the quorum established in the respective Statute of the Caisses, or in its defect must be taken by absolute majority.

Article 14th.- Opinion of FEPCMAC
Before taking the agreement referred to in the preceding article, the respective Council must have the opinion of FEPCMAC, which must consider the economic-financial situation of the CMAC, its relationship with the system and the sector it serves; for this purpose, it must be supported by the technical report of the Special Commission referred to in article 10 paragraph a).

Likewise, the opinion of FEPCMAC must contain an evaluation of the mechanism that the CMAC will use for the transfer of its shares.

Article 15th.- Modality of participation
The modality under which shareholding participation in CMACs will be promoted will be through capital increase.

This modality is not exclusive of others that CMACs may adopt, provided that it implies an increase in social capital.

Article 16th.- Transfer of shares
The transfer of shares may be through direct sale or any other mechanism that the CMAC considers convenient, which must be evaluated by FEPCMAC, when issuing the opinion referred to in article 14.

Likewise, the sale of shares of more than ten percent (10%) of the social capital in favor of a single person requires prior authorization from the Superintendence.

Article 17th.- Impediments to be a shareholder
The following cannot be shareholders of a CMAC: those indicated in paragraphs 1, 8 and 9 of article 20 of the General Law, nor those who, after the corresponding evaluation, in the judgment of the Superintendent of

2 Article modified by SBS Resolution No. 114-2004 of 23/01/2004

Banking and Insurance and with criterion of conscience, do not possess the qualities of solvency or moral suitability.

Article 18th.- Documentation to be presented by shareholders.
Natural or legal persons to acquire shares of a CMAC must present the following documentation:

a) Sworn declaration of the natural person or of the shareholders, directors and/or managers of the legal person of not being subject to the impediments indicated in articles 20 paragraphs 1, 8, and 9, and 52 or by the restrictions of article 54 of the General Law; and of having fulfilled their tax obligations for the period not subject to prescription. This last aspect is not applicable to legal persons domiciled abroad;

b) Sworn wealth declaration, also of the persons previously indicated, according to the attached annex;

c) Certificate of Criminal and Police Records issued by the National Registry of Convictions of the Judiciary and by the National Police of Peru respectively, when dealing with national residents, and by the competent foreign organism, when dealing with persons not domiciled in the country;

d) Certificate of no protests registered in the last five (05) years, issued by the Chamber of Commerce of the city where the shareholder resides, or by the foreign entity that corresponds;

e) Public Deed of social constitution of the legal persons shareholders;

f) Legalized copy of the agreement of the highest social body corresponding to the legal person, in which the participation of the society in the CMAC is agreed, as well as the designation of the person who will represent it;

g) Audited Financial Statements of the legal person for the last two years, as well as the Consolidated Financial Statements of the economic groups linked to it;

h) Additionally, if the legal person is a resident abroad, it must attach a study prepared by a recognized risk classifier, detail of investments and annual report, of the last two years, which must be translated and officially legalized, and in the case that it is under the supervision of a control organism of its country, the authorization duly legalized by the consular authority, to make investments in the country, will be attached.

Article 19th.- Holding of shares by a single person
For the holding of shares in a CMAC by a single person, there is no more limitation than the obligation to provide the Superintendence with the information it requests, for the identification of the main economic activities and the structure of its assets, when acquiring shares in a company, directly or indirectly, for an amount of one percent (1%) of the social capital in the course of twelve months, or that with those purchases it reaches a participation of three percent (3%) or more. This includes providing the name of the shareholders in the case of societies that issue bearer shares.

Article 20th.- Shareholding
One or more Municipal Councils may be shareholders of the CMACs 3

Likewise, in accordance with what is provided in the Nineteenth Final and Complementary Provision of the General Law, companies of the financial system for the purpose of acquiring shares of the CMACs, are exempt from the impediments indicated in articles 53 and 55 of the same norm.

SUB-CHAPTER III
BOARD OF DIRECTORS

TRANSITIONAL AND FINAL PROVISIONS

MANUEL VÁSQUEZ PERALES
Superintendent of Banking and Insurance

3 Paragraph modified by SBS Resolution No. 114-2004 of 23/01/2004