PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

Resolution of the General Intendancy of Supervision of Entities

No. 039-2024-SMV/10.2

Lima, 23 April 2024

The General Intendant of Supervision of Entities

WHEREAS:

File No. 2024015994 initiated by EAFC Maquisistema S.A., as well as report No. 511-2024-SMV/10.2 dated 23 April 2024 from the General Intendancy of Supervision of Entities of the Superintendency of the Securities Market;

CONSIDERING:

That, by document submitted on 11 April 2024, EAFC Maquisistema S.A. requested from the Superintendency of the Securities Market, within the framework of the regime applicable to the Institutional Investors Market, the registration of the issuance program called "First Corporate Bond Program of Maquisistema" up to a maximum outstanding amount of US$ 20 000 000.00 (twenty million and 00/100 United States dollars), and the registration of the corresponding Framework Prospectus, in the Public Registry of the Securities Market;

That, likewise, it requested the registration of the securities corresponding to the "First Issuance of the First Corporate Bond Program of Maquisistema", up to a maximum outstanding amount of US$ 20 000 000.00 (twenty million and 00/100 United States dollars), and the registration of the corresponding Supplementary Prospectus in the Public Registry of the Securities Market, as well as its registration in the Securities Registry of the Lima Stock Exchange S.A.;

That, from the documentation and information submitted in support of the request to which this resolution refers, it is noted that at the General Shareholders' Meeting of EAFC Maquisistema S.A., held on 29 March 2023, it was approved - among others - the carrying out of one or more bond issuance programs 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, whose issuances and/or series could be placed by public offering or private offering; likewise, the delegation of powers to the Board of Directors was agreed to determine all the terms, conditions and characteristics of said program and the respective issuances;

That, in accordance with the provisions of article 6 of the Regulation of the Institutional Investors Market, approved by SMV Resolution No. 021-2013-SMV/01 and its amending norms, the competence of the Superintendency of the Securities Market in the registration procedure of a public offering directed exclusively to institutional investors that is under the regime of the aforementioned regulation, as well as of the respective program and securities, is limited solely to the verification of the submission of the documentation or requirements established in the Regulation of the Institutional Investors Market; without this implying a pronouncement or validation as to the content of the documentation or a certification on the soundness, the solvency of the issuer, nor on the risks of the security, the offering or the program;

That, in this sense, from the evaluation carried out on the documentation submitted by EAFC Maquisistema S.A., it has been verified that said entity has complied with submitting the requirements established in article 8 of the Regulation of the Institutional Investors Market, and in the Single Text of Administrative Procedures of the Superintendency of the Securities Market, approved by Superintendent Resolution No. 023-2015-SMV/02, as developed in report No. 511-2024-SMV/10.2;

That, although article 6, numeral 6.8 of the Regulation of the Institutional Investors Market establishes a regime of periodic and eventual information disclosure that replaces that of material events and that of financial information, it corresponds to EAFC Maquisistema S.A. to maintain its information disclosure obligations in its capacity as a collective funds management company, in accordance with the Regulation of the Collective Funds System and its Management Companies, approved by SMV Resolution No. 020-2014-SMV/01 and its amendments;

That, EAFC Maquisistema S.A. must comply at all times with the prudential requirements and limits that it must observe in its capacity as a collective funds management company, in accordance with the regulations on the matter; and,

In accordance with the provisions of article 1, subsection b) of the Single Concorded Text of the Organic Law of the Superintendency of the Securities Market, approved by Decree Law No. 26126 and its amendments; article 1 of the Law for the Promotion of the Securities Market, Law No. 30050; articles 2, 7, 8 and 10 of the Regulation of the Institutional Investors Market; as well as article 38, numeral 12, 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.

RESOLVES:

Article 1.- To order the registration of the issuance program called "First Corporate Bond Program of Maquisistema" up to a maximum outstanding amount of US$ 20 000 000.00 (twenty million and 00/100 United States dollars) and the registration of the corresponding Framework Prospectus, in the Public Registry of the Securities Market.

Article 2.- To order the registration of the securities corresponding to the "First Issuance of the First Corporate Bond Program of Maquisistema", up to a maximum outstanding amount of US$ 20 000 000.00 (twenty million and 00/100 United States dollars), and the registration of the corresponding Supplementary 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 offers made under the registration referred to in article 1 of this resolution, in accordance with the provisions of article 11, numeral 11.2, of the Regulation of the Institutional Investors Market, may be made during the six (06) years following the date of registration of the issuance program, a term that is non-extendable.

Article 5.- The placement of the securities to be registered under the "First Corporate Bond Program of Maquisistema" may be made as established in article 11 of the Regulation of the Institutional Investors Market, provided that the term of the program has not expired.

Article 6.- The securities issued under the Regulation of the Institutional Investors Market may only be offered, subscribed, acquired or placed among institutional investors, in accordance with the provisions of article 6, numeral 6.10, of said regulation.

Article 7.- In accordance with the provisions of article 6, numeral 6.8, of the Regulation of the Institutional Investors Market, the special regime for the disclosure of occasional information and the means of communication provided for in said regulation shall apply to EAFC Maquisistema S.A. The foregoing without prejudice to the information obligations applicable to it as a collective funds management company, as established in the Regulation of the Collective Funds System and its Management Companies, approved by SMV Resolution No. 020-2014-SMV/01.

Article 8.- The competence of the Superintendency of the Securities Market in the registration procedure referred to in articles 1 and 2 of this resolution is limited solely to verifying the presentation of the documentation or requirements established in the Regulation of the Institutional Investors Market, without such verification implying a pronouncement or validation as to its content, or a certification as to the soundness, the solvency of the issuer, or the risks of the security or the offer.

Likewise, it is not for the Superintendency of the Securities Market to rule on claims or complaints that may arise regarding said registration or the offer of securities derived therefrom, without prejudice to the civil and/or criminal liabilities that may correspond to those responsible for the preparation and presentation of the information.

Article 9.- The registration of the issuance program and the securities referred to in this resolution has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic-financial situation of the issuer, and does not imply certification by the Superintendency of the Securities Market as to its soundness, the solvency of the issuer, or the risks of the security or the offer, in accordance with the provisions of articles 21 and 24 of the Single Ordered Text of the Securities Market Law.

Likewise, the registration of the issuance program, the securities and the registration of the respective prospectuses does not imply that the Superintendency of the Securities Market recommends investment in the securities or expresses a favorable opinion on the business prospects.

Article 10.- To disseminate this resolution on the SMV institutional page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www. gob.pe/smv).

Article 11.- To transcribe this resolution to EAFC Maquisistema S.A., as issuing company; Kallpa Securities Sociedad Agente de Bolsa S.A., as Placement Agent and Structuring Entity; to BNB Valores Perú S.A. Sociedad Agente de Bolsa, as Representative of the Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and publish.

Armando Manco Manco
Intendente General
General Superintendency of Supervision of Entities