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Resolution of the General Intendancy of the SMV No. 001-2024-SMV/11.1

Lima, 04 January 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2023049753, as well as Internal Report No. 004-2024-SMV/11.1, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by Superintendency Resolution No. 008-2023-SMV/02 of 06 February 2023, the Superintendency of the Securities Market – SMV resolved, among others, the following: (i) Authorize the corporate integration of Bolsa de Valores de Lima S.A. and Cavali S.A. I.C.L.V. with the Bolsa de Comercio de Santiago, Bolsa de Valores and the Bolsa de Valores de Colombia, within the framework of a regional integration, where the parent company would be a company that would be identified as «Holding Regional» and that will be the controller of Grupo BVL S.A.A.; (ii) The corporate integration will enter into force on the date of the materialization of the merger between Holding Bursátil Chilena S.A. and Sociedad de Infraestructuras de Mercado S.A. —which would have the effect that the former becomes the «Holding Regional» (today, Holding Bursátil Regional S.A.)—; and, (iii) The «Holding Regional» must initiate the procedure to register its shares in the Public Registry of the Securities Market within a period no greater than thirty (30) calendar days from the materialization of the aforementioned merger;

That, within the framework of the provisions of the Regulations for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by Resolution No. 031-2012-SMV/01 and its amendatory norms, and by Superintendency Resolution No. 008-2023-SMV/02, by document presented on 29 November 2023, Holding Bursátil Regional S.A. requested the SMV, through the Single Window system, the registration as national securities of the shares with voting rights representing its share capital in the Public Registry of the Securities Market and in the Securities Registry of the Bolsa de Valores de Lima;

That, taking into account the information and documentation presented as support for the request to which this resolution refers, it has been noted that by Public Deed of 28 December 2022, granted before the Thirty-Fourth Notary of Santiago, and registered in the Electronic File at pages 2006, No. 932, of the Commercial Registry of Santiago, the company Holding Bursátil Chilena S.A. (today, Holding Bursátil Regional S.A.) was incorporated with a share capital of CLP$ 305’563,076,908, represented in 61’772,479 nominative, ordinary shares, of one and the same single series and without nominal value;

That, in the Extraordinary Shareholders' Meeting of Holding Bursátil Chilena S.A. (today, Holding Bursátil Regional S.A.) of 31 August 2023, among others, the following was agreed: (i) approve the merger of said company with Sociedad de Infraestructura de Mercado S.A., by incorporation of the latter into the former; (ii) increase the share capital by CLP$ 3,900’523,771, through the issuance of 29’273,893 ordinary shares, of one and the same single series, and without nominal value; and, (iii) change the name from Holding Bursátil Chilena S.A. to Holding Bursátil Regional S.A.;

That, likewise, in the Board of Directors meeting of Holding Bursátil Chilena S.A. (now, Holding Bursátil Regional S.A.) of 31 August 2023, it was agreed, among others, the registration of the shares representing the share capital of the referred company in the Public Registry of the Securities Market and in the Securities Registry of the Bolsa de Valores de Lima;

That, by material fact of 14 November 2023, Grupo BVL S.A.A. reported that, within the framework of the regional integration process, on that date, the materialization of the merger between Holding Bursátil Regional S.A. and Sociedad de Infraestructura de Mercado S.A. had taken place;

That, in accordance with the provisions of article 7, numeral 7.3, of the Regulations for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, the SMV forwarded the request of Holding Bursátil Regional S.A. to the Bolsa de Valores de Lima S.A., without said entity having made observations to the documentation presented;

That, by documents presented on 22 and 29 December 2023, Holding Bursátil Regional S.A. completed the correction of the documentation and information observed by the SMV, completing the requirements demanded by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and by the Regulations for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange;

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

In accordance with the provisions of Article 19 and following of the Single Ordered Text of the Securities Market Law; Articles 6, 7 and 8 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange; as well as Article 46, numeral 6, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and its amending norms, which empowers the General Superintendence of Conduct Supervision to order the registration of securities in the Public Registry of the Securities Market.

Electronic document digitally signed in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments.
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Electronic document digitally signed in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fir maperu.gob.pe/web/validador.xhtml

Resolves:

Article 1°.- To order the registration as national securities of the voting shares representing the share capital of Holding Bursátil Regional S.A. in the Public Registry of the Securities Market, under the charge of the Superintendence of the Securities Market – SMV.

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

Article 3°.- The registration of the securities referred to in this resolution has not entailed administrative activities of verification or inspection, nor auditing of the information presented, nor an examination of the economic – financial situation of the issuer, in accordance with the provisions of Article 21 of the Single Ordered Text of the Securities Market Law. Likewise, the registration of the aforementioned securities does not imply certification by the Superintendence of the Securities Market – SMV regarding their soundness, the solvency of the issuer, nor the risks of the security or the offering; the issuer being responsible for the veracity of the information presented to the market, in accordance with the provisions of Articles 13 and 24 of the Single Ordered Text of the Securities Market Law

Article 4°.- To disseminate this resolution on the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 5°.- To transcribe this resolution to Holding Bursátil Regional S.A., as issuer; 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 Intendant
General Intendancy of Conduct Supervision