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Resolution of the General Superintendent SMV No. 022-2024-SMV/11.1

Lima, 01 April 2024

The General Superintendent of Conduct Supervision

Seen:

File No. 2024008836, as well as Internal Report No. 369-2024-SMV/11.1, from the General Superintendent of Conduct Supervision of the Deputy Superintendent of Market Conduct Supervision.

Considering:

That, by means of a document submitted on 29 February 2024, Banco GNB Perú S.A. requested from the Superintendency of the Stock Market – SMV, through the Single Window system, the exclusion of the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» and «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión», corresponding to the «Primer Programa de Bonos Corporativos Banco GNB Perú», from the Public Registry of the Stock Market and the Securities Registry of the Lima Stock Exchange;

That, by means of Resolution of the General Superintendent SMV No. 122-2016-SMV/11.1 of 16 November 2016, the issuance program designated «Primer Programa de Bonos Corporativos Banco GNB Perú» was registered, for a maximum amount in circulation of US$ 200’000,000.00 (Two Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, and the corresponding Master Prospectus was registered in the Public Registry of the Stock Market;

That, within the framework of the «Primer Programa de Bonos Corporativos Banco GNB Perú», on 07 December 2016, under an automatic approval procedure, the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» were registered, for a total amount of up to US$ 30’000,000.00 (Thirty Million and 00/100 United States Dollars), and the corresponding Master Prospectus Supplement was registered in the Public Registry of the Stock Market;

That, likewise, within the framework of the aforementioned program, on 07 December 2016, under an automatic approval procedure, the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión» were registered, for a total amount of up to S/ 100’000,000.00 (One Hundred Million and 00/100 Soles), and the Master Prospectus Supplement

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corresponding was registered in the Public Registry of the Stock Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;

That, in accordance with the provisions of article 20, numeral 20.1, of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Stock Market and on the Trading Floor, approved by Resolution SMV No. 031-2012-SMV/01 and its amending rules, the SMV forwarded the exclusion request to the Lima Stock Exchange, without said entity having raised any objections to the submitted documentation;

That, from the evaluation of the documentation submitted by Banco GNB Perú S.A. and the information contained in the Public Registry of the Stock Market, it has been noted that the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» were not placed and that the placement period for them has expired, resulting in the cessation of public interest, in application of article 23 of the Regulation on Registration and Exclusion of Securities; likewise, the submission of documents referring to the full cancellation of the obligations arising from the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión» has been verified;

That, Banco GNB Perú S.A. has submitted the information and documentation required by the Single Ordered Text of the Stock Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation on Registration and Exclusion of Securities in the Public Registry of the Stock Market and on the Trading Floor, for the purpose of excluding the securities «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» and «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión» from the «Primer Programa de Bonos Corporativos Banco GNB Perú»;

That, from the information contained in the Public Registry of the Stock Market, it has been observed that with the exclusion of the securities «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» and «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión», all securities registered within the framework of the «Primer Programa de Bonos Corporativos Banco GNB Perú» will be excluded from the Public Registry of the Stock Market; that the validity period of the aforementioned program has expired, making it impossible to carry out new issuances of securities within its framework; and that the cessation of public interest has occurred; thereby complying with the provisions of the last paragraph of article 25 of the Regulation on Public Offering and Sale of Securities, approved by Resolution CONASEV No. 141-1998-EF/94.10 and its amending rules, which states that with respect to programs, exclusion takes effect when the registration validity period has expired and no security has been placed within the framework of the program or when, having been placed, the security or securities are excluded from the Public Registry of the Stock Market;

Whereas, Article 39, subparagraphs b) and d), of the Single Ordered Text of the Securities Market Law; as well as Articles 20 and 23 of the Regulation on the Registration and Exclusion of Securities in the Public Registry of the Stock Market and in the Stock Exchange Trading Floor, establish that the exclusion of a security from the Public Registry of the Stock Market takes place by reasoned resolution of the SMV, when the extinction of the rights over the security occurs, by amortization,

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total redemption or any other cause; as well as by the cessation of public interest in such securities;

Whereas, in this regard, taking into consideration that Article 15 of the Single Ordered Text of the Securities Market Law establishes that section a) of the Public Registry of the Stock Market registers securities and issuance programs, the provisions of Article 39 of the same regulation are applicable to issuance programs, since these are subject to registration in the aforementioned Registry;

Whereas, regarding the obligation to carry out a Public Tender Offer for Exclusion – PTO when a security is excluded from the Public Registry of the Stock Market, established in Article 41 of the Single Ordered Text of the Securities Market Law and in Article 32 of the Regulation on Public Acquisition Offers and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending regulations, it must be noted that the exclusion of the securities designated «Primer Programa de Bonos Corporativos Banco GNB Perú – Primera Emisión» and «Primer Programa de Bonos Corporativos Banco GNB Perú – Segunda Emisión» falls within the exception cause for not carrying out a PTO, contemplated both in Article 23 of the Regulation on the Registration and Exclusion of Securities in the Public Registry of the Stock Market and in the Stock Exchange Trading Floor, and in Article 37, subparagraph a), of the Regulation on Public Acquisition Offers and Purchase of Securities by Exclusion;

Whereas, Article 7, numeral 6, of the Policy on the Dissemination of Regulatory Projects, Legal Norms of a General Nature, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending regulations, establishes that the decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Stock Market must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (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 for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on 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°.- Order the exclusion of the securities called «First Program of Corporate Bonds Banco GNB Perú – First Issue» and «First Program of Corporate Bonds Banco GNB Perú – Second Issue», corresponding to the «First Program of Corporate Bonds Banco GNB Perú», from the Public Registry of the Securities Market.

Article 2°.- 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°.- Order the ex officio exclusion of the «First Program of Corporate Bonds Banco GNB Perú» from the Public Registry of the Securities Market.

Article 4°.- 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°.- Transcribe this resolution to Banco GNB Perú S.A., as issuer; to Banco Internacional del Perú S.A.A. – Interbank as Representative of Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Alix Godos
General Intendant
General Intendancy of Supervision of Conducts

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