PERU Ministry of Economy and Finance
SMV
Superintendency of the
Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

General Directorate of Supervision Resolution SMV No. 070-2023-SMV/11.1

Lima, 16 November 2023

The General Director of Supervision of Conducts

Seen:

File No. 2023043707, as well as Internal Report No. 1574-2023-SMV/11.1, of the General Directorate of Supervision of Conducts of the Deputy Superintendency of Supervision of Market Conducts.

Considering:

That, by means of a document submitted on 18 October 2023, Cartavio S.A.A. requested from the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the shares representing the capital stock of Empresa Agrícola Sintuco S.A. from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;

That, it has been verified that by means of CONASEV Resolution No. 279-97-EF/94.10 of 01 April 1997, the registration of the shares representing the capital stock of Empresa Agrícola Sintuco S.A. in the Public Registry of the Securities Market of the SMV and in the Securities Registry of the Lima Stock Exchange was ordered;

That, by means of a material fact of 25 August 2022, Empresa Agrícola Sintuco S.A. reported that at its General Shareholders' Meeting held on the same date, the merger by absorption between Empresa Agrícola Sintuco S.A. and Cartavio S.A.A. had been approved, by virtue of which the former would be absorbed by the latter;

That, by means of a material fact of 13 September 2023, Cartavio S.A.A. communicated the registration, in the Public Registries administered by the National Superintendency of Public Registries – SUNARP, of the merger of Cartavio S.A.A., acting as the absorbing company, and Empresa Agrícola Sintuco S.A., as the absorbed company, which entered into force on 01 January 2023;

That, from the review of electronic entry No. 11001413 of the Trujillo Registry Office of the National Superintendency of Public Registries – SUNARP, corresponding to Empresa Agrícola Sintuco S.A., the registration of the merger between Cartavio S.A.A. —as the absorbing company— and Empresa Agrícola Sintuco S.A. —as the absorbed company— has been verified, whereby this

Electronic document di gitally signed under Law No. 27269, Law of Si gnatures and Digital Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. si gnaperu.gob.pe/web/validador.xhtml

Electronic document di gitally signed under Law No. 27269, Law of Si gnatures and Digital Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. si gnaperu.gob.pe/web/validador.xhtml

latter was extinguished without the need to be dissolved or liquidated, and the aforementioned registry entry was also closed;

That, Article 344, item 2, of the General Corporations Law, Law No. 26887 and its amendments, establishes that the merger by absorption of one or more companies by another existing company results in the extinction of the legal personality of the absorbed company; and, likewise, Article 353 of the aforementioned law establishes, among others, that on the date the merger enters into force, the operations, rights and obligations of the companies that are extinguished cease, which are assumed by the absorbing company, and that the registration of the merger results in the extinction of the absorbed companies;

That, in accordance with the provisions of Article 20, subsection 20.1, of the Regulations on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, approved by SMV Resolution No. 031-2012-SMV/01 and its amendments, the SMV forwarded the present delisting request to the Lima Stock Exchange S.A., which indicated that it had not detected any observations regarding the submitted documentation;

That, Cartavio S.A.A. has submitted the information and documentation supporting the request for the delisting of the shares representing the capital stock of Empresa Agrícola Sintuco S.A., within the framework of the provisions of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and of the Regulations on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor;

That, additionally, it is noted that the shares representing the capital stock of Empresa Agrícola Sintuco S.A. had their last quotation on 08 October 2020, which evidences nil or scarce trading of said shares for more than three years; thereby constituting a case of cessation of public interest in the security pursuant to item i) of the second paragraph of Article 23 of the Regulations on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor;

That, Article 39, subsection d), of the Single Ordered Text of the Securities Market Law and Article 23 of the Regulations on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, establish that the delisting of a security from the Public Registry of the Securities Market takes place by a reasoned resolution of the SMV and is applicable upon request of the issuer due to cessation of public interest in the security;

Whereas, with respect to the obligation to carry out a Public Tender Offer for Exclusion – PTO when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Public Tender Offer and Purchase of Securities by Exclusion Regulation, approved by CONASEV Resolution N° 009-2006-EF/94.10 and its amendments; it must be noted that the exclusion of the shares representing the capital stock of Empresa Agrícola Sintuco S.A. falls within the grounds of exception for not carrying out a PTO contemplated in article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, as well as in article 37, subsection a), of the Public Tender Offer and

Electronic document fi nally signed digitally within the framework of Law N° 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the si gnature(s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml fi rmaperu.gob.pe/web/validador.xhtml

Purchase of Securities by Exclusion, given that the cessation of public interest in the security has occurred;

Whereas, article 7, numeral 6, of the Policy on the Dissemination of Regulatory Projects, Legal Norms of a General Nature, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution Nº 014-2014-SMV/01 and its amendments, establishes that decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Securities Market must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv); and,

In accordance with the provisions of article 39, literal d), of the Single Ordered Text of the Securities Market Law; articles 19, 20, 21 and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor; as well as article 46, numeral 6, of the Regulation on the Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.

RESOLVES:

Article 1°.- To order the exclusion of the shares representing the capital stock of Empresa Agrícola Sintuco S.A. from the Public Registry of the Securities Market under the responsibility of the Superintendency of the Securities Market – SMV.

Article 2°.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.

Article 3°.- To disseminate this resolution on the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv).

Article 4°.- To transcribe this resolution to Cartavio S.A.A.; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate, and disseminate.

Signed by GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Director
General Directorate of Conduct Supervision