Resolution of the General Intendancy of Supervision of Conduct SMV No. 075-2019-SMV/11.1

Lima, 21 October 2019

The General Intendant of Supervision of Conduct

Whereas:

File No. 2019037308, as well as Internal Report No. 1264-2019–SMV/11.1 of 21 October 2019, of the General Intendancy of Supervision of Conduct of the Assistant Superintendency of Supervision of Market Conduct;

Considering:

That, by document submitted on 11 September 2019, supplemented on 16 September 2019, Factoring Total S.A. requested from the Superintendency of the Securities Market – SMV, within the framework of an advance procedure and through the use of the e-prospectus electronic system, the registration of the issuance program called «First Corporate Bond Program Factoring Total S.A.», up to a maximum outstanding amount of US$ 20 000 000,00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles, as well as the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market – RPMV;

That, on the same occasion, Factoring Total S.A. requested the registration of the securities called «First Issuance of the First Corporate Bond Program Factoring Total S.A.», up to a maximum amount of US$ 6 000 000,00 (Six Million and 00/100 United States Dollars); as well as the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;

That, from the review of the documentation and information submitted in support of the request to which this resolution refers, it has been verified that in the Universal Shareholders' Meeting of Factoring Total S.A., held on 04 September 2019, the terms and conditions of the «First Corporate Bond Program Factoring Total S.A.» were approved, up to a maximum outstanding amount of US$ 20 000 000,00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles, and of the securities called «First Issuance of the First Corporate Bond Program Factoring Total S.A.», establishing that the amount of the issuance would be determined by the General Management of Factoring Total S.A. Likewise, the General Manager was delegated the necessary powers so that, subject to reporting to the Board of Directors, he may modify, supplement and/or implement the terms, conditions and non-substantial characteristics of the respective issuances;

That, by SBS Resolution No. 1940-2019 of 03 May 2019, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS issued a favorable opinion for Factoring Total S.A. to carry out the issuance of the «First Corporate Bond Program Factoring Total S.A.», up to a maximum outstanding amount of US$ 20 000 000,00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles;

That, by document of 17 October 2019, Factoring Total S.A. completed the rectification of the observations made by the SMV, complying with submitting the documentation and information requirements demanded by the Securities Market Law, Legislative Decree No. 861 and its amendatory norms, as well as by the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its amendatory and complementary norms;

That, article 7, numeral 6, of the Policy on dissemination of regulatory projects, general legal norms, regulatory 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 administrative resolutions that resolve the registration of securities and the registration of the informative prospectuses corresponding to issuance programs in the Public Registry of the Securities Market, must be disseminated through the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe); and,

In accordance with the provisions of articles 53 and following of the Securities Market Law, as well as article 46, numerals 4 and 6, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF, which empowers the General Intendancy of Supervision of Conduct to resolve the requests made by the administered entities related to primary public offerings and to evaluate and/or resolve any procedure related to such offerings, as well as the registration of securities in the Public Registry of the Securities Market.

Resolves:

Article 1.- To order, within the framework of an advance procedure, the registration of the issuance program called «First Corporate Bond Program Factoring Total S.A.», up to a maximum outstanding amount of US$ 20 000 000,00 (Twenty Million and 00/100 United States Dollars) or its equivalent in Soles, as well as the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market.

Article 2.- To order the registration of the securities called «First Issuance of the First Corporate Bond Program Factoring Total S.A.», up to a maximum amount of US$ 6 000 000,00 (Six Million and 00/100 United States Dollars); as well as the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market.

Article 3.- To rule in favor of the registration of the securities referred to in the preceding article in the Securities Registry of the Lima Stock Exchange.

Article 4.- The issues and/or offers made under the program referred to in Article 1 of this resolution, in accordance with the provisions of Article 14, numeral 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities, may be made during the six (06) years following the date of registration of the corresponding Framework Prospectus, a term that is non-extendable.

After three (03) years from the validity of the program's registration and within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all variations made to it as of the date of its submission, as well as the update of the remaining relevant documentation and information; otherwise, it may not make new offers until it complies with said procedure.

Article 5.- The registration of typical securities through the use of the e-prospectus format and the registration of the Framework Prospectus Supplements to be used under the program referred to in Article 1 of this Resolution, is understood to be made under an automatic approval procedure, in accordance with Article 14, numeral 14.3.3, of the Regulation on Primary Public Offering and Sale of Securities.

Article 6.- The registration of the issuance program and of the securities referred to in Articles 1 and 2 of this Resolution has not entailed the examination of the issuer's economic-financial situation and does not imply certification by the Superintendency of the Securities Market – SMV as to its soundness, the issuer's solvency, or the risks of the security or the offer; the issuer being responsible for the truthfulness of the information presented to the market, in accordance with the provisions of Articles 13, 19 and 22 of the Securities Market Law, Legislative Decree No. 861 and its amendatory norms.

Likewise, the registration of the securities and the registration of their respective Framework Prospectus Supplement do not imply that the Superintendency of the Securities Market – SMV recommends investment in them or expresses a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 7.- The placement of the securities registered under the «First Corporate Bond Program Factoring Total S.A.» may be made within a non-extendable term not exceeding three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, provided that the term of validity of the program and the advance procedure have not ended, and the corresponding information and documentation are duly updated.

The placement of the securities may be made only after the Framework Issuance Contract and its supplements have been elevated to public deed, in accordance with the provisions of Article 3 of CONASEV Resolution No. 141-1998-EF/94.10 and Article 308 of the General Corporations Law, Law No. 26887.

Article 8.- Disseminate this Resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 9.- Transcribe this resolution to Factoring Total S.A., as issuing company and structuring entity; to Inteligo Sociedad Agente de Bolsa S.A., as placement agent; to Banco de Crédito del Perú, as Representative of the Bondholders; to the Lima Stock Exchange S.A.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Signed by: GODOS GARCIA Alix Fernando FAU 2013101 Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision