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Resolution of the General Superintendency of Conducts SMV No. 029-2024-SMV/11.1

Lima, 18 de abril de 2024

The General Superintendent of Supervision of Conducts

Vistos:

File No. 2024011446, as well as Internal Report No. 384-2024-SMV/11.1, of the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

Whereas, by means of a document submitted on 19 March 2024, CrediScotia Financiera S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the securities designated «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión», which were registered and placed within the framework of the «Primer Programa de Bonos Subordinados CrediScotia Financiera», in the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange, due to the total cancellation of the obligations arising from them;

Whereas, it has been verified that by means of General Directorate of Superintendency Resolution SMV No. 069-2012-SMV/11.1 of 24 July 2012, within the framework of an advance procedure, the issuance program designated «Primer Programa de Bonos Subordinados CrediScotia Financiera» was registered, for up to a maximum amount in circulation of S/ 300’000,000.00 (Three Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the corresponding Master Prospectus was registered in the Public Registry of the Securities Market;

Whereas, on 24 July 2012, within the framework of the «Primer Programa de Bonos Subordinados CrediScotia Financiera» and under an automatic approval procedure, the securities designated «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión» were registered, for up to a maximum amount in circulation of S/ 130’000,000.00 (One Hundred Thirty Million and 00/100 Soles), and the corresponding Master Prospectus Supplement was registered in the Public Registry of the Securities Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

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That, in accordance with the provisions of article 20, numeral 20.1, of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amendatory norms, the SMV forwarded the exclusion request to the Bolsa de Valores de Lima S.A., without said entity having raised observations to the documentation submitted;

That, from the evaluation of the documentation submitted by CrediScotia Financiera S.A., the submission of the documents referring to the total cancellation of the obligations derived from the securities «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión» is noted;

That, CrediScotia Financiera S.A. has complied with submitting the information and documentation required by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as by the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, for the purposes of the exclusion of the securities called «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión»;

That, from the information in the Public Registry of the Securities Market, it has been observed that with the exclusion of the securities «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión», all the securities registered under the «Primer Programa de Bonos Subordinados CrediScotia Financiera» will be excluded from the Public Registry of the Securities Market; that the term of validity of the aforementioned issuance program has expired, and it is not possible to carry out new issuances and/or placements of securities under it; and, that the cessation of public interest has occurred; complying with the provisions of the last paragraph of article 25 of the Regulation for Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10 and its amendatory norms, which states that with respect to programs, the exclusion operates when the term of validity of registration has expired and no security has been placed under the program or when, having been placed, the security or securities are excluded from the Public Registry of the Securities Market;

That, article 39, literals b) and d), of the Single Ordered Text of the Securities Market Law; as well as articles 20 and 23 of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in 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 when the extinction of the rights over the security occurs, by amortization, total redemption or another cause, and when the cessation of public interest occurs;

That, in this regard, considering that article 15 of the Single Ordered Text of the Securities Market Law establishes that in section a) of the Public Registry of the Securities Market, securities and issuance programs are registered, the provisions of the preceding recital are also applicable to issuance programs, since these are subject to registration in the aforementioned Registry;

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That, regarding the obligation to carry out a Public Offer of Purchase for Exclusion – OPC when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Regulation of Public Offer of Acquisition and Purchase of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms; it must be noted that the exclusion of the securities «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión» falls within the exception cause for not carrying out an OPC, contemplated both in article 23 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, as well as in article 37, literal a), of the Regulation of Public Offer of Acquisition and Purchase of Securities for Exclusion;

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 amending norms, establishes that the decisions contained in administrative resolutions that resolve the exclusion of securities from 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 (http://www.gob.pe/smv); and,

In accordance with the provisions of articles 15 and 39, literals b) and d), of the Single Ordered Text of the Securities Market Law; articles 19, 20, 21 and 23 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange; article 25 of the Regulation of Primary Public Offer and Sale of Securities; as well as article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendence of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Supervision of Conducts to order the exclusion of securities from the Public Registry of the Securities Market.

Resolves:

Article 1°.- To order the exclusion of the securities denominated «Primer Programa de Bonos Subordinados CrediScotia Financiera – Primera Emisión», corresponding to the «Primer Programa de Bonos Subordinados CrediScotia Financiera», from the Public Registry of the Securities Market.

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 order the ex officio exclusion of the issuance program denominated «Primer Programa de Bonos Subordinados CrediScotia Financiera» from the Public Registry of the Securities Market.

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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 CrediScotia Financiera S.A., as issuer; to Scotiabank Perú S.A.A., as structuring entity; to Banco de Crédito del Perú, as Representative of the Bondholders; 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 Supervision of Conducts