Resolution of the General Intendancy SMV No. 054-2020-SMV/11.1

Lima, 11 November 2020

The General Intendancy of Supervision of Conducts

Vistos:

File No. 2020036578, as well as Internal Report No. 1188-2020-SMV/11.1 of 10 November 2020, of the General Intendancy of Supervision of Conducts of the Deputy Superintendency of Supervision of Market Conducts;

Considerando:

Whereas, by means of a document submitted on 14 October 2020, Industrias del Envase S.A., represented by Mr. Sergio Bernardo Othoniel Galindo Neumann, requested the Superintendency of the Stock Market – SMV, through the Single Window system, the delisting of the common shares representing its share capital from the Public Registry of the Stock Market and from the Securities Registry of the Lima Stock Exchange;

Whereas, from the evaluation carried out within the framework of the procedure to which this Resolution refers, it has been verified that pursuant to CONASEV Resolution N° 320-95-EF/94.10 of 23 August 1995, the registration of the common shares representing the share capital of Industrias del Envase S.A. in the Public Registry of the Stock Market and in the Securities Registry of the Lima Stock Exchange was authorized;

Whereas, it has been noted that at the Universal Shareholders' Meeting of Industrias del Envase S.A., held on 13 October 2020, it was agreed, among other matters, the delisting of the common shares representing the share capital of the aforementioned company from the Public Registry of the Stock Market and from the Securities Registry of the Lima Stock Exchange. Furthermore, it was agreed to grant powers to Messrs. Sergio Bernardo Othoniel Galindo Neumann and Lucas Jacinto Ramos Montes so that, acting individually and with sole signature, they may carry out all necessary actions to achieve the delisting of the aforementioned securities;

That, Industrias del Envase S.A. complied with submitting the information and documentation required by the Securities Market Law, Legislative Decree No. 861, and by the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amending rules;

That, in accordance with the provisions of article 20, numeral 20.1, of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, the SMV forwarded the exclusion request to the Lima Stock Exchange, without said entity having raised any observations regarding the documentation submitted;

That, article 37, literal a), of the Securities Market Law and article 19, numeral 19.1, of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the SMV and proceeds at the request of the issuer, when the registration of the securities originated by its own will;

That, article 69 of the Securities Market Law and article 32 of the Regulation for the Public Offer for the Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments, provide that the exclusion of a security from the Registry creates the joint and several obligation of its issuer and, where applicable, of the persons responsible for the exclusion, to carry out a Public Offer for the Acquisition and Purchase of Securities – OPC;

That, article 38 of the Securities Market Law, article 32 of the Regulation for the Public Offer for the Acquisition and Purchase of Securities by Exclusion, and the last paragraph of article 19 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, provide that the exclusion of a security from the Public Registry of the Securities Market creates the obligation to carry out a public offer for the acquisition and purchase of securities by exclusion – OPC, except in the cases of exception regulated by the Regulation for the Public Offer for the Acquisition and Purchase of Securities by Exclusion, as well as by the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange;

That, in the present case, the exception for not carrying out a public offer for the acquisition and purchase of securities by exclusion contemplated in article 37, literal c), of the Regulation for the Public Offer for the Acquisition and Purchase of Securities by Exclusion is applicable, since from the agreement recorded in the minutes of the Universal Shareholders' Meeting of Industrias del Envase S.A. of 13 October 2020, it is observed that all holders of the common shares representing the share capital of said company expressed their acceptance of the decision to exclude said securities;

That, article 7, numeral 6, of the Policy on the dissemination of regulatory projects, general legal rules, regulatory agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending rules, establishes that the decisions contained in administrative resolutions referring to the exclusion of securities from the Public Registry of the Securities Market must be disseminated through the Securities Market Portal of the Superintendency of the Securities Market (www.smv.gob.pe); and,

In accordance with the provisions of article 37, inciso a), of the Securities Market Law, articles 19, 20 and 21 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 by article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendence of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.

Resuelve:

Article 1.- To order the exclusion of the common shares representing the share capital of Industrias del Envase S.A. from the Public Registry of the Securities Market under 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 Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 4.- To transcribe this Resolution to Industrias del Envase S.A., as issuer; 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 | Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision