PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market of Securities “Decade of Equal Opportunities for Women and Men” “Year of the Strengthening of National Sovereignty”

Resolution of the General Directorate of Supervision of Entities

Nº 004-2022-SMV/10.2

Lima, 11 January 2022

The General Director of Supervision of Entities

SEEN:

File Nº 2021046956 submitted by BNB Valores Perú S.A. Sociedad Agente de Bolsa, as well as Report Nº 46-2022-SMV/10.2 of 11 January 2022 of the General Directorate of Supervision of Entities of the Deputy Superintendency of Prudential Supervision;

CONSIDERING:

That, by means of a document submitted on 13 December 2021, BNB Valores Perú S.A. Sociedad Agente de Bolsa requested the Superintendency of the Securities Market - SMV to exclude the shares representing its share capital from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange S.A., due to the cessation of public interest in the security, in accordance with the provisions of Article 37, subsection d) of the Securities Market Law, Legislative Decree N° 861 and its amendments; and Article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, approved by SMV Resolution N° 031-2012-SMV/01 and its amending rules;

That, from the evaluation carried out, it is observed that by means of Resolution of the General Directorate of Supervision of Entities N° 086-2017-SMV/10.2 of 9 June 2017, the shares representing the share capital of BNB Valores Perú S.A. Sociedad Agente de Bolsa were registered in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange S.A.;

That, at the Universal Shareholders' Meeting of BNB Valores Perú S.A. Sociedad Agente de Bolsa, held on 11 November 2021, the shareholders representing 100% of the shares representing the company's capital agreed, by unanimity, to the exclusion of the shares from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange;

That, in accordance with Article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, the cessation of public interest in the shares representing the share capital of BNB Valores Perú S.A. Sociedad Agente de Bolsa has been evidenced, since said securities have not recorded trading on the Trading Floor during the last three (03) years, as stated by the Lima Stock Exchange in file 2021048038;

That, Article 37, subsections a) and d), of the Securities Market Law; Articles 19, item 19.1, and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by a reasoned resolution of the Superintendency of the Securities Market – SMV, at the request of the issuer when the registration of the securities originated from its own will and when the cessation of public interest in the security is verified, which is evidenced when said securities have had no or little trading during the last three (03) years;

That, BNB Valores Perú S.A. Sociedad Agente de Bolsa has complied with submitting the requirements required by the Securities Market Law and the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, for the purpose of the exclusion of the shares representing the share capital of the aforementioned company, as developed in Report Nº 46-2022-SMV/10.2;

That, regarding the obligation to carry out a Public Offer for Purchase by Exclusion - OPC, when a security is excluded from the Public Registry of the Securities Market, established in Article 38 of the Securities Market Law and in Article 32 of the Regulation on Public Offer for Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution N° 009-2006-EF/94.10 and its amending rules, it must be pointed out that the exclusion of the shares representing the share capital of BNB Valores Perú S.A. Sociedad Agente de Bolsa falls within the grounds of exception for not carrying out an OPC. This is because said securities have had no trading during the last three (03) years, evidencing the cessation of public interest, and given that all the holders of the securities subject to exclusion have expressed their decision to request the exclusion, in accordance with the provisions of Article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor and Article 37, subsection c), of the Regulation on Public Offer for Acquisition and Purchase of Securities by Exclusion; and,

In accordance with the provisions of Article 37 of the Securities Market Law and Articles 19, 20 and 21 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor.

RESOLVES:

Article 1º.- To order the exclusion of the shares representing the share capital of BNB Valores Perú S.A. Sociedad Agente de Bolsa from the Public Registry of the Securities Market.

Article 2º.- To rule in favor of the exclusion of the securities indicated in the preceding article of this resolution from the Securities Registry of the Lima Stock Exchange S.A.

Article 3°.- To order the dissemination of this resolution on the Securities Market Portal of the Superintendency of the Securities Market (www.smv.gob.pe).

Article 4°.- To transcribe this resolution to BNB Valores Perú S.A. Sociedad Agente de Bolsa, in its capacity as issuing company, as well as to the Lima Stock Exchange S.A. and to Cavali S.A. ICLV.

Reason:

Signed by: MANCO MANCO Armando FAU 20

Armando Manco Manco
General Intendant
General Intendancy of Supervision of Entities