Resolution SBS No. 4595-2009: Regulation on the Computation of Capital-Representative Instruments in the Effective Equity of Financial System Companies

Lima, May 27, 2009

S.B.S. Resolution
No. 4595-2009

The Superintendent of Banking, Insurance and Private Pension Fund Administrators:

CONSIDERING:

That, the General Law of the Financial System and of the Insurance System and Organic Law of the Superintendence of Banking and Insurance - Law No. 26702 and its amendments, hereinafter the General Law, establishes in Article 184 the composition of effective equity for companies in the financial system;

That, in accordance with what is established by Articles 184 and 233 of the General Law, modified by Legislative Decree No. 1028, capital-representative instruments may be considered in the calculation of Level 1, Level 2, and Level 3 effective equity of companies in the financial system, according to their characteristics and the requirements established by this Superintendence;

That, therefore, it is necessary for this Control Body to regulate the characteristics that capital-representative instruments forming effective equity must meet, as well as their method of computation in effective equity, according to the specific characteristics of each element;

That, on the other hand, it is necessary to clarify that only underwriting modalities that represent an unconditional commitment are computable as capital contributions for the effective equity of companies;

That, likewise, it is necessary to modify the Accounting Manual for Companies in the Financial System approved by SBS Resolution No. 895-98 and its modifying and complementary norms, to adapt it to the aforementioned;

Being in accordance with the opinion of the Adjunct Superintendencies of Banking and Microfinance, Risks, Economic Studies and Legal Advice; and,

In exercise of the powers conferred by items 7, 9 and 13 of Article 349 of the General Law;

RESOLVES:

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Article First.- Approve the Regulation on the Computation of Reserves, Profits and Capital-Representative Instruments in the Effective Equity of Companies in the Financial System 1, which is attached to this Resolution.

Article Second.- Modify the Accounting Manual for Companies in the Financial System approved by SBS Resolution No. 895-98 and its modifying and complementary norms, in accordance with what is stated in the Annex attached to this Resolution, which is published on the institutional electronic portal (www.sbs.gob.pe), in accordance with what is provided in Supreme Decree No. 001-2009-JUS.

Article Third.- In the Regulation on the Classification and Valuation of Investments of Companies in the Financial System approved by SBS Resolution No. 10639-2008, replace the first paragraph of the section Effective Equity of the Tenth Final and Complementary Provision with the following, and eliminate the second paragraph:

“The excess of unrealized losses on available-for-sale investments over accumulated profits and net profit of the period, shall be deducted from effective equity. In the event that there are no accumulated profits nor net profit of the period, the total of unrealized losses on available-for-sale investments shall be deducted from effective equity.

Unrealized gains on available-for-sale investments shall not form part of effective equity.”

Article Fourth.- This Resolution shall enter into force as of July 1, 2009.

Register, communicate and publish.

FELIPE TAM FOX
Superintendent of Banking, Insurance and Private Pension Fund Administrators

1 Name of the Regulation modified by SBS Resolution No. 603-2016 of 03/02/2016.

Los Laureles No. 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 3

REGULATION ON THE COMPUTATION OF RESERVES, PROFITS AND CAPITAL-REPRESENTATIVE INSTRUMENTS IN THE EFFECTIVE EQUITY OF COMPANIES IN THE FINANCIAL SYSTEM 2

Article 1°.- Scope 3

This standard applies to companies included in letters A, B and C of Article 16 of the General Law, to the Bank of the Nation, to the Development Financial Corporation (COFIDE), to the Agricultural Bank and to the MIVIVIENDA S.A. Fund, hereinafter companies.

Article 2°.- Definitions

For the purposes of what is provided in this regulation, the following definitions are considered:

1. Non-cumulative dividend: When the issuer of the share does not make the payment of the dividend in the reference period, the holder of the shares loses the right to receive said dividend, such that the unpaid dividend in the reference period is not enforceable.

2. Cumulative dividend: When the issuer of the share does not make the payment of the dividend in the reference period, the holder of the shares does not lose the right to receive said dividend, such that the unpaid dividend in the reference period is enforceable in the future.

3. Hybrid instruments: Instruments that combine characteristics of capital and debt. Hybrid instruments include, among others, non-redeemable subordinated debt, subordinated debt mandatorily convertible into shares, perpetual preferred shares with right to cumulative dividend.

4. General Law: General Law of the Financial System and of the Insurance System and Organic Law of the Superintendence of Banking and Insurance – Law No. 26702 and its amendments.

5. Payment of dividends in shares of the own company: Includes payment by issuing new shares or by increasing the nominal value of existing shares.

6. Distributable results: Accumulated profits without capitalization agreement and discretionary reserves that can be reduced without prior authorization of the Superintendence.

7. Superintendence: Superintendence of Banking, Insurance and Private Pension Fund Administrators.

8. Agreement to capitalize profits: Agreement of the competent body to capitalize the entirety or part of the profits obtained in the last period or in previous periods. The profits (of the last period or of previous periods) are determined based on audited Financial Statements (with favorable or unqualified opinion) and approved by the General Shareholders' Meeting or equivalent body.

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9. Agreement to capitalize future profits: Agreement of the competent body, by which it commits that the entirety or part of the profits of the current period will be capitalized once said current period ends. The aforementioned agreement can only be modified when it implies an increase in the amount of profits to be capitalized or when there is authorization from the Superintendence. At the end of the current period and after the audited Financial Statements (with favorable or unqualified opinion) are approved, the aforementioned agreement, due to its irrevocable nature, must be ratified by an agreement to capitalize the promised amount of profits obtained, adopted by the competent body. The maximum deadline for ratification is March 31 of the year following the current period, unless the Superintendence grants an extension.

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Article 3.- Capital-representative instruments computable in effective equity 6

For capital-representative instruments to be counted as part of the effective equity of companies, they must meet the following conditions:

1. In the event of intervention, or dissolution and liquidation, they have a subordination order of payment lower than the creditors of the company, taking into consideration the level of effective equity in which they are computable.

2. They are not subject to any agreement, whether contractual or of another type, that improves legally or economically the subordination in the event of intervention, or dissolution and liquidation of the company.

3. They do not grant the right to receive a return other than dividend.

4. Dividends can only be paid based on profits obtained and taking into account the subordination order for the application of profits established in Article 66 of the General Law.

5. They do not incorporate any agreement, whether contractual or of another type, that obliges to distribute dividends or increase the payment amount in case the financial or credit situation of the issuer deteriorates.

6. The amount of the instruments must be subscribed, duly paid and registered in public records. This amount forms part of the company's share capital.

7. The amount of the instruments must have been directly subscribed and paid, and the company cannot, directly or indirectly (through third parties), have financed the purchase of the instruments.

8. They must not be acquired by the company itself, any legal entity or juridical body that it controls, any legal entity or juridical body in which it maintains significant ownership as established in the Regulation on Acquisition of Ownership in the Share Capital of Supervised Companies and of Significant Owners approved by SBS Resolution No. 6420-2015, or over which it exercises significant influence in management as established in the Special Norms on Linkage and Economic Group approved by SBS Resolution No. 5780-2015.

9. The paid amount cannot be insured or covered by guarantees of the company itself, any legal entity or juridical body that it controls, any legal entity or juridical body in which it maintains significant ownership as established in the Regulation on Acquisition of Ownership in the Share Capital of Supervised Companies and of Significant Owners approved by SBS Resolution No. 6420-2015, or over which it exercises significant influence in management as established in the Special Norms on Linkage and Economic Group approved by SBS Resolution No. 5780-

5 Item incorporated by SBS Resolution No. 603-2016 of 03/02/2016 and subsequently replaced by SBS Resolution No. 681-2018 of 21/02/2018

6 Article replaced by SBS Resolution No. 681-2018 of 21/02/2018

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2016. They must be capable of absorbing losses while the company is operational and not only in the event of intervention or dissolution and liquidation, pro rata and pari passu, taking into consideration the level of effective equity in which they are computable.

2017. They are only issued with the approval of the general shareholders' meeting of the issuing company, either directly granted by this or, according to item 2 of Article 206 of the General Law of Companies, by delegation granted to the board of directors of the issuing company.

The computation of capital-representative instruments in the different levels of effective equity will be carried out in accordance with what is established in the following articles.

Article 4.- Paid-in capital 7

For the purposes of what is provided in item 1 of letter A of Article 184 of the General Law, paid-in capital, which counts in Level 1 effective equity, shall only consider capital-representative instruments that meet, in addition to the conditions stated in the previous article, the following requirements:

a) They have a perpetual nature. The paid amount will not be returned, except in the event of dissolution and liquidation or other cases expressly authorized by law.

b) The company abstains from creating, upon issuance, any expectation that the instrument will be subject to repurchase or redemption, and the legal or contractual terms do not contain any clause that could originate such expectation.

c) They grant only the right to non-cumulative dividend.

d) The company may at all times, at its sole discretion, indefinitely suspend the declaration and payment of dividends other than dividends in shares of the own company. Dividends other than dividends in shares of the own company that have already been declared but not paid must be reversed.

e) The company shall not carry out the repurchase or redemption of the instruments unless: i) it substitutes the instrument with another capital instrument that meets the characteristics to form part of Level 1 effective equity, and such substitution is carried out under conditions that are sustainable considering the company's income generation capacity; or, ii) it demonstrates that the global limit and the requirements for additional effective equity are met after the reduction of share capital. In any case, prior approval from the Superintendence is required.

In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of shares, in that order, pro rata and pari passu, without prejudice to what is established in Article 60 of the General Law, shall be applicable to absorb the company's losses. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by shareholders.

The paid-in capital referred to in this article includes common shares and perpetual preferred shares with right to non-cumulative dividend, subscribed and duly paid. The amount of the instruments must be registered in public records.

Capital-representative instruments that do not meet the aforementioned requirements cannot be considered as paid-in capital and must be treated in accordance with what is provided in the following articles.

7 Article replaced by SBS Resolution No. 681-2018 of 21/02/2018

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Article 5.- Perpetual preferred shares with right to cumulative dividend 8

Perpetual preferred shares with right to cumulative dividend will be considered hybrid instruments computable in Level 2 effective equity if, in addition to the requirements stated in Article 3 of this standard, they meet the following:

1. They have a perpetual nature. The paid amount will not be returned, except in the event of dissolution and liquidation or other cases expressly authorized by law.

2. The company abstains from creating, upon issuance, any expectation that the instrument will be subject to repurchase or redemption, and the legal or contractual terms do not contain any clause that could originate such expectation.

3. They grant right to cumulative dividend.

4. The company shall not carry out the repurchase or redemption of the instruments unless: i) it substitutes the perpetual preferred share with right to cumulative dividend with another capital instrument that meets the characteristics to form part of Level 2 hybrid effective equity or with another instrument that meets characteristics to form part of a better level of effective equity, and such substitution is carried out under conditions that are sustainable considering the company's income generation capacity; or, ii) it demonstrates that the global limit and the requirements for additional effective equity are met after the reduction of share capital. The reduction of share capital must have prior approval from the Superintendence.

In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of shares, in that order, pro rata and pari passu, without prejudice to what is established in Article 60 of the General Law, shall be applicable to absorb the company's losses that remain after the instruments computable in Level 1 effective equity have been applied. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by shareholders.

Article 6.- Redeemable preferred shares at fixed term 9

A. Computable in Level 2 effective equity

Redeemable preferred shares at fixed term may be considered in Level 2 effective equity if, in addition to the requirements stated in Article 3 of this Regulation, they meet the following:

1. The agreed term to repurchase or redeem the instrument is greater than or equal to five (5) years counted from its subscription.

2. The company shall not carry out the repurchase or redemption of the instruments unless: i) it substitutes the redeemable preferred share at fixed term with another capital instrument that meets the characteristics to form part of Level 2 effective equity or with another instrument that meets characteristics to form part of a better level of effective equity, and such substitution is carried out under conditions that are sustainable considering the company's income generation capacity; or, ii) it demonstrates that the global limit and the requirements for additional effective equity are met if the repurchase or redemption takes place.

3. The company must have prior approval from the Superintendence to carry out the repurchase or redemption of the instruments.

It is worth clarifying that during the five (5) years prior to their maturity, for the purposes of their computation in Level 2 effective equity, a proportional annual discount factor of twenty percentage points (20%) shall be applied to the nominal amount of the share, such that in the last year it is not computable.

In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of shares, in that order, pro rata and pari passu, without prejudice to what is established in Article 60 of the General Law, shall be applicable to absorb the company's losses that remain after the instruments computable in Level 1 effective equity and the hybrid capital-representative and debt instruments computable in Level 2 effective equity have been applied. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by shareholders.

B. Computable in Level 3 effective equity

Redeemable preferred shares at fixed term will be considered in Level 3 effective equity which can only be destined to support market risk if, in addition to the requirements stated in Article 3 of this Regulation, they meet the following:

1. The agreed term to repurchase or redeem the instrument is greater than or equal to two (2) years counted from its subscription.

2. The company shall not carry out the repurchase or redemption of the instruments unless: i) it substitutes the redeemable preferred share at fixed term with another capital instrument that meets the characteristics to form part of Level 3 effective equity or with another instrument that meets characteristics to form part of a better level of effective equity, and such substitution is carried out under conditions that are sustainable considering the company's income generation capacity; or, ii) it demonstrates that the global limit and the requirements for additional effective equity are met if the repurchase or redemption takes place.

3. The company must have prior approval from the Superintendence to carry out the repurchase or redemption of the instruments.

4. The recognition and payment of dividends other than dividends in shares of the own company shall not proceed when the company's effective equity is lower than the minimum established in the first paragraph of Article 199 and the Twenty-Fourth Transitional Provision of the General Law.

It is worth clarifying that during the two (2) years prior to their maturity, for the purposes of their computation in Level 3 effective equity, a proportional annual discount factor of fifty percentage points (50%) shall be applied to the nominal amount of the share, such that in the last year it is not computable.

In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of shares, in that order, pro rata and pari passu, without prejudice to what is established in Article 60 of the General Law, shall be applicable to absorb the company's losses that remain after the instruments computable in Level 1 effective equity, the hybrid capital-representative and debt instruments computable in Level 2 effective equity and the non-hybrid capital-representative and debt instruments computable in Level 2 effective equity have been applied. This

8 Article replaced by SBS Resolution No. 681-2018 of 21/02/2018

9 Article replaced by SBS Resolution No. 681-2018 of 21/02/2018

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 8 must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by shareholders.

Article 7.- Redeemable capital-representative instruments with a term exceeding sixty (60) years 10
When capital-representative instruments have an original maturity equal to or greater than sixty (60) years, they will be considered to meet the perpetuity requirement referred to in item 1 of Articles 4 and 5, provided they have a residual term equal to or greater than twenty (20) years, and therefore may be considered as hybrid instruments computable in Level 1 or 2 effective equity, provided they meet the requirements set forth in Articles 4 and 5 of the Regulation, respectively, and the limits contemplated in Article 11 of the Regulation.

When the residual term is less than twenty (20) years, these instruments will be considered non-hybrid instruments computable in Level 2 or 3 effective equity, and the provisions of items A or B of Article 6 of the Regulation will apply to them, respectively.

Article 8.- Shares with options for repurchase or early redemption 11
Non-redeemable preferred shares with a fixed term may be counted in effective equity if they include an option for repurchase or early redemption executable exclusively at the issuer's initiative, subject to prior approval by the Superintendency, after a minimum term of five (5) years from their subscription.

Redeemable preferred shares with a fixed term may be counted in effective equity if they include an option for repurchase or early redemption executable exclusively at the issuer's initiative, subject to prior approval by the Superintendency, after a minimum term of five (5) years or two (2) years from their subscription, depending on whether they will be computable in Level 2 or Level 3 effective equity, respectively.

Early repurchases or redemptions due to changes in legislation, tax rules, and other regulations or due to the occurrence of events beyond the company's control are not subject to the 2 and 5-year terms mentioned in the previous paragraphs, but prior approval from the Superintendency must be obtained.

In shares with an option for repurchase or early redemption, the maturity will be considered the nearest date for the exercise of the option, except in the case where the option for repurchase or early redemption can only be executed at the issuer's initiative and subject to prior approval by the Superintendency, in which case the maturity of the share will be considered the originally agreed date.

Article 9.- Other capital-representative instruments computable in effective equity 12
If there are other capital-representative instruments different from those contemplated in this regulation, the Superintendency will determine their computation in effective equity, taking into account their characteristics of perpetuity, ability to absorb losses, and flexibility in the declaration and/or payment of dividends.

The same criterion will apply when dealing with convertible shares.

Article 10.- Underwriting of shares
Shares issued to be placed through underwriting operations may only be considered as part of effective equity from the moment the placement agent or underwriter acquires them firmly or they are finally placed in the market, in accordance with what is provided in the previous articles of this regulation.

Article 11.- Limits in the computation of effective equity 13
Hybrid instruments that meet the requirements to be computed as Level 1 effective equity will be considered in the effective equity of that level up to the limit contemplated in the last paragraph of item A of Article 184 of the General Law. The excess over that limit will be considered as a hybrid instrument computable in Level 2 effective equity.

The redeemable preferred shares with a fixed term contemplated in item A of Article 6 of this Regulation, the subordinated debt computable in Level 2 effective equity, and the other instruments that receive the treatment of such subordinated debt, will be considered in Level 2 effective equity up to the limit contemplated in item 2 of Article 185 of the General Law. The excess over that limit will not be computed in the effective equity of the companies.

The redeemable preferred shares with a fixed term contemplated in item B of Article 6 of this Regulation, the subordinated debt computable in Level 3 effective equity, and the other instruments that receive the same treatment as such subordinated debt, will be considered in Level 3 effective equity up to the limit contemplated in item 3 of Article 185 of the General Law. The excess over that limit will not be computed in the effective equity of the companies.

Simultaneously, compliance with the limit established in item 1 of Article 185 of the General Law must be taken into account. The excess over that limit will not be computed in the effective equity of the companies.

Article 12.- Delegation of powers to commit future profit capitalization 14
The general meeting of shareholders or another equivalent body may delegate to the board of directors or another equivalent body the power to commit the capitalization of future profits for the purposes of their computation in effective equity.

Article 13.- Profits computable in effective equity 15
For profits from previous fiscal years and the current fiscal year to be included in the computation of effective equity, the following must be met:
a. There must be an agreement for the capitalization of profits or an agreement for the capitalization of future profits, as applicable. b. The agreement must be sent to the Superintendency within a period not exceeding ten (10) business days, counted from the date of adoption of the agreement.

10 Article replaced by Resolution SBS No. 681-2018 of 02/21/2018 11 Article replaced by Resolution SBS No. 681-2018 of 02/21/2018 12 Article replaced by Resolution SBS No. 681-2018 of 02/21/2018

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 9
c. In the case of profits from previous fiscal years, the profit capitalization agreement must indicate the amount of the profits and the timing in which it must be implemented, taking into account the maximum permitted terms.
d. In the case of profits from the current fiscal year, the future profit capitalization agreement must indicate the amount or percentage of the profits and the timing in which it must be implemented, taking into account the maximum permitted terms. e. In the case of profits from previous fiscal years, the profit capitalization agreement must be adopted based on audited Financial Statements with a favorable or unqualified opinion. Agreements for the capitalization of profits from previous fiscal years cannot be adopted based on unaudited Financial Statements or audited Financial Statements without a favorable opinion or with qualifications.

Article 14.- Terms for the implementation of the profit capitalization agreement or future profit capitalization agreement 16
The profit capitalization agreement must be implemented within a maximum term of sixty (60) calendar days, counted from the date of adoption of the agreement. Implementation of the agreement is understood as the fulfillment of all formalities required by current regulations to register the capital increase in the corresponding records.

The future profit capitalization agreement, after its ratification, must be implemented within a maximum term of sixty (60) calendar days.

The Superintendency may extend the term for implementation at the request of the company, provided it submits supporting documentation.

Article 15.- Prudential measures applicable for non-implementation of profit capitalization agreements 17
When the company does not implement a profit capitalization agreement or future profit capitalization agreement within the term provided in Article 14 of this regulation, such agreement ceases to be considered for the purposes of computing effective equity, and the company cannot distribute dividends until it is implemented or until the Superintendency authorizes it. Likewise, the Superintendency has the power to prohibit such company from including any profit capitalization agreement until it has been implemented, or any future profit capitalization agreement, in the computation of its effective equity for a period of two (2) years, counted from the expiration of the term in which the agreement should have been implemented.

If within the five (5) years following the non-implementation of a profit capitalization agreement or future profit capitalization agreement, within the provided term, the company reoffends in that conduct, the Superintendency has the power to prohibit such company from including any profit capitalization agreement for a period of five (5) years, counted from the expiration of the term to implement the last agreement.

The prudential measures indicated in this article do not apply when the company that has a future profit capitalization agreement finally obtains losses or profits lower than those it had committed to capitalize. If there are profits lower than those indicated in

13 Article replaced by Resolution SBS No. 681-2018 of 02/21/2018 14 Article incorporated by Resolution SBS No. 603-2016 of 02/03/2016 15 Article incorporated by Resolution SBS No. 603-2016 of 02/03/2016

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 10

16 Article incorporated by Resolution SBS No. 603-2016 of 02/03/2016 17 Article incorporated by Resolution SBS No. 603-2016 of 02/03/2016

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 11 the agreement for the capitalization of future profits, only committed profits that have actually been obtained can be computed in the effective equity.
Likewise, prudential measures do not apply when the non-implementation of the agreements has been due to events beyond the company's control, to the satisfaction of the Superintendency.
Article 16.- Legal Reserves computable in effective equity 18
Legal reserves constituted by agreement of the General Shareholders' Meeting or equivalent body based on audited Financial Statements (with a favorable or unqualified opinion) and approved, are computable in the effective equity. Said legal reserves must be determined in accordance with current provisions. Additionally, during a current fiscal year, the company may compute 10% of profits in the effective equity, for the concept of legal reserve referred to in Article 67 of the General Law. Any future agreement for the capitalization of profits will be calculated on profits after considering said legal reserve. In the specific case of Municipal Savings and Credit Banks and Municipal Popular Credit Banks, future capitalization agreements will be calculated on profits after considering the legal reserve referred to in the General Law and the special legal reserves indicated in the applicable regulations.
Article 17.- Voluntary Reserves computable in effective equity 19
Voluntary reserves constituted by agreement of the General Shareholders' Meeting or equivalent body based on audited Financial Statements (with a favorable or unqualified opinion) and approved, are computable in effective equity level 1, provided that they can only be reduced with prior conformity of the Superintendency. Voluntary reserves other than those indicated in the previous paragraph, constituted by agreement of the General Shareholders' Meeting or equivalent body based on audited Financial Statements (with a favorable or unqualified opinion) and approved, are computable in effective equity level 2. The voluntary reserves referred to in this paragraph may not be reduced if such reduction generates non-compliance with the global capital ratio and/or the additional effective equity requirement.
Article 18.- Capital in process computable in effective equity 20
Capital in process is computed in the effective equity. Capital in process corresponds to increases in share capital approved by the competent body, which has been paid and whose shares have been issued, but the capital increase is pending registration in the Public Registries. The deadline for registration in the Public Registries is sixty (60) calendar days counted from the approval of the capital increase by the aforementioned competent body. Once the deadline has expired without the registration in the public registries having been carried out, the aforementioned capital in process will not be computable in the effective equity. The deadline referred to in the previous paragraph may be extended by the Superintendency at the request of the company.

18 Article incorporated by SBS Resolution No. 603-2016 of 03/02/2016 19 Article incorporated by SBS Resolution No. 603-2016 of 03/02/2016 20 Article incorporated by SBS Resolution No. 603-2016 of 03/02/2016 and subsequently substituted by SBS Resolution No. 681-2018 of 21/02/2018

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Article 19.- Donations computable in effective equity 21
Donations in cash, and exceptionally in other assets, that are authorized by the Superintendency, that cannot be reduced without its prior authorization, that serve to absorb losses, and that have a commitment to be transferred to voluntary reserves in the General Shareholders' Meeting or equivalent body in which the financial statements corresponding to the economic year in which the donation was made are approved, are computed in the effective equity. Donations that do not comply with the foregoing will not be computed in the effective equity. FINAL PROVISION First.- Shares issued after the entry into force of SBS Resolution No. 681-2018 22 For shares issued after the entry into force of SBS Resolution No. 681-2018 to be considered computable in the effective equity, the agreements for the issuance of such shares must mention compliance with the requirements referred to in this Regulation, as appropriate to the respective effective equity level 23. TRANSITORY PROVISION First.- Shares issued prior to the entry into force of SBS Resolution No. 681-2018 24 Companies will have an adaptation period that will expire on September 30, 2018, to incorporate into the share issuance agreements that had been subscribed prior to the entry into force of SBS Resolution No. 681-2018, the mention of compliance with the requirements referred to in this Regulation for the computation of such shares in the respective effective equity level 25. Once said period has expired, shares that do not comply with the foregoing will not be computed in the effective equity.” Second.- Donations received prior to the entry into force of SBS Resolution No. 681-2018 26 Companies will have a period that will expire on September 30, 2018, to adapt donations received prior to the entry into force of SBS Resolution No. 681-2018, to the provisions of Article 19 of the Regulation 27.

21 Article incorporated by SBS Resolution No. 681-2018 of 21/02/2018 22 Erratum of SBS Resolution No. 681-2018, published in the newspaper El Peruano on 28/02/2018. Final Provision substituted by SBS Resolution No. 681-2018 of 21/02/2018 23 Erratum of SBS Resolution No. 681-2018, published in the newspaper El Peruano on 28/02/2018. 24 Erratum of SBS Resolution No. 681-2018, published in the newspaper El Peruano on 28/02/2018. Transitory Provision substituted by SBS Resolution No. 681-2018 of 21/02/2018 25 Paragraph modified by SBS Resolution No. 1029-2018 of 14/03/2018. 26 Transitory Provision incorporated by SBS Resolution No. 681-2018 of 21/02/2018 and Heading modified by SBS Resolution No. 1029-2018 of 14/03/2018. 27 Paragraph modified by SBS Resolution No. 1029-2018 of 14/03/2018.

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 13 Once said period has expired, donations that do not comply with the foregoing will not be computed in the effective equity.

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 14
ANNEX
MODIFICATIONS TO THE ACCOUNTING MANUAL FOR FINANCIAL SYSTEM COMPANIES EFFECTIVE FROM JULY 1, 2009
I. Chapter II “Financial Statements for Submission to the Superintendency of Banking and Insurance, and for Publication” of the Accounting Manual for Financial System Companies is modified as follows:

1. The Grouping Standards for Form A – Balance Sheet, are modified in the following terms:
   In the Accumulated Equity Results section, account 3807 is eliminated.
   II. Chapter III “Chart of Accounts” and Chapter IV “Description and Dynamics of Accounts” of the Accounting Manual for Financial System Companies are modified in the following terms:
2. The name of account 3101 “Paid Capital” is substituted by “Share Capital”.
3. The structure of account 3101 “Share Capital” is substituted in the following terms:
   3101.01 Common Shares
   3101.02 Perpetual Preference Shares with Non-Cumulative Dividend Rights
   3101.03 Perpetual Preference Shares with Cumulative Dividend Rights
   3101.04 Redeemable Preference Shares with Fixed Term
   3101.09 Other Shares
4. The description of account 3101 “Share Capital” is substituted in the following terms:
   “This account records the percentage of subscribed and paid common and preference shares and those originating from the capitalization of profits, reserves, and obligations, among other reasons, in accordance with the corresponding legal provisions. Likewise, it records the capital assigned to branches of foreign financial system companies. The share capital must be registered in the Public Registries, and may not be less than the legal minimum established by law and specific provisions. Unpaid cumulative dividends of preference shares must be accounted for as liabilities in sub-account 2808.07 “Expenses Payable for Other Debt Instruments”, affecting expenses in the year said dividend accumulates, and said registration must be disclosed in notes to the financial statements. The existing difference for the excess between the agreed amount for the redemption of the

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)2218990 Fax: (511) 4417760 15 redeemable preference shares with fixed term and the nominal amount of the shares must be recorded in sub-account 2808.07 “Expenses Payable for Other Debt Instruments”.
4. The structure of account 3102 “Subscribed Capital” is substituted in the following terms:
3102.01 Common Shares
3102.02 Perpetual Preference Shares with Non-Cumulative Dividend Rights
3102.03 Perpetual Preference Shares with Cumulative Dividend Rights
3102.04 Redeemable Preference Shares with Fixed Term
3102.09 Other Shares
5. The structure of account 3103 “(Capital Subscriptions Pending Payment)” is substituted in the following terms:
3103.01 Common Shares
3103.02 Perpetual Preference Shares with Non-Cumulative Dividend Rights
3103.03 Perpetual Preference Shares with Cumulative Dividend Rights
3103.04 Redeemable Preference Shares with Fixed Term
3103.09 Other Shares
6. The structure of account 3202 “Share Premiums” is substituted in the following terms:
3202.01 Common Shares
3202.02 Perpetual Preference Shares with Non-Cumulative Dividend Rights
3202.03 Perpetual Preference Shares with Cumulative Dividend Rights
3202.04 Redeemable Preference Shares with Fixed Term
3202.09 Other Shares
7. The structure of account 3203 “Capital in Process” is substituted in the following terms:
3203.01 Common Shares
3203.02 Perpetual Preference Shares with Non-Cumulative Dividend Rights
3203.03 Perpetual Preference Shares with Cumulative Dividend Rights
3203.04 Redeemable Preference Shares with Fixed Term
3203.09 Other Shares
8. The structure of account 3303 “Voluntary Reserves” is substituted in the following terms:
3303.01 Voluntary reserves that can only be reduced with prior

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)2218990 Fax: (511) 4417760 16 authorization of the Superintendency
3303.02 Discretionary reserves that may be reduced without prior authorization of the Superintendency
9. Sub-item 3603.03 "Available-for-Sale Investments" and account 3807 "Equity Method" are eliminated.
10. The following sub-items are incorporated:
3801.03 Unrealized gain on available-for-sale investments
3801.04 Gain by equity method corresponding to investments deducted from effective equity
3801.05 Gain by equity method corresponding to investments not deducted from effective equity
3802.04 Unrealized loss on available-for-sale investments
3802.05 Loss by equity method corresponding to investments deducted from effective equity
3802.06 Loss by equity method corresponding to investments not deducted from effective equity
11. The following description is incorporated for sub-item 3801.03 "Unrealized gain on available-for-sale investments":
"In this sub-item, the net unrealized gain obtained by the company as a result of its total available-for-sale investments is recorded."
12. The following description is incorporated for sub-item 3802.04 "Unrealized loss on available-for-sale investments":
"In this sub-item, the net unrealized loss obtained by the company as a result of its total available-for-sale investments is recorded."
13. The following description is incorporated for sub-item 3801.04 "Gain by equity method corresponding to investments deducted from effective equity":
"In this sub-item, the net gain obtained by the company by applying the equity method corresponding to all investments deducted from effective equity is recorded, in accordance with the guidelines established in the description of item 17 'Investments in Subsidiaries and Associates'."
14. The following description is incorporated for sub-item 3801.05 "Gain by equity method corresponding to investments not deducted from effective equity":
"In this sub-item, the net gain obtained by the company by applying the equity method corresponding to all investments not deducted from effective equity is recorded, in accordance with the guidelines established in the description of item 17 'Investments in Subsidiaries and Associates'."

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)2218990 Fax: (511) 4417760 17
15. The following description is incorporated for sub-item 3802.05 "Loss by equity method corresponding to investments deducted from effective equity":
"In this sub-item, the net loss obtained by the company by applying the equity method corresponding to all investments deducted from effective equity is recorded, in accordance with the guidelines established in the description of item 17 'Investments in Subsidiaries and Associates'."
16. The following description is incorporated for sub-item 3802.06 "Loss by equity method corresponding to investments not deducted from effective equity":
"In this sub-item, the net loss obtained by the company by applying the equity method corresponding to all investments not deducted from effective equity is recorded, in accordance with the guidelines established in the description of item 17 'Investments in Subsidiaries and Associates'."
17. All references to account 3603 "Unrealized Results" related to available-for-sale investments, and to sub-item 3603.03 "Available-for-Sale Investments" in Annex I attached to Resolution SBS No. 10639-2008, are replaced with the following: 3801.03 "Unrealized gain on available-for-sale investments" or 3802.04 "Unrealized loss on available-for-sale investments", as applicable.
III. Chapter V "Supplementary Information" of the Accounting Manual for Financial System Companies is modified as follows:

1. Annex No. 12-I "Control of Capital-Representative Instruments" is incorporated, in the attached format. This Annex must be submitted monthly via SUCAVE within a period not exceeding 15 calendar days after the end of the month to which the information corresponds.