Lima, 3 October 2019

Resolution S.B.S. No. 4610 - 2019

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

CONSIDERING:

That, by means of Law No. 26516 and its amending Law No. 29532, the Derramas and Benefit Funds created by Supreme Decree No. 21021, Supreme Decrees No. 01 and 78 of 1965 and Supreme Decree No. 030 of 1966 were incorporated into the control and supervision of the Superintendency of Banking, Insurance and Private Pension Fund Administrators;

That, the aforementioned Law establishes that the control and supervision exercised by this Superintendency additionally comprises the powers of restructuring, recapitalization, dissolution and comprehensive liquidation of the supervised entity and the funds it administers, and may issue administrative acts that lead the actions directed to such end;

That, likewise, the Law stipulates that this Superintendency may apply on a subsidiary basis the provisions established in the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance, approved by Law No. 26702, hereinafter the General Law, and in the General Corporations Law, Law No. 26887, its amending, complementary and regulatory laws;

That, by means of Supreme Decree No. 160-95-EF, the Regulation for the Control and Supervision of Derramas and Benefit Funds - Law No. 26516 was approved;

That, by means of SBS Resolution No. 8504-2010 and its amending resolutions, the Regulation for the Restructuring, Recapitalization, Dissolution and Liquidation of Derramas, Benefit Funds and other funds that receive resources from their members and grant unemployment, retirement and similar pensions, which are subject to the supervision and control of the Superintendency of Banking, Insurance and Private Pension Fund Administrators, was approved;

That, on the basis of supervisory experience, it is necessary to specify the Superintendency's powers regarding the issuance of administrative acts, within the framework of the intervention regime for Supervised Entities, pursuant to Title VI of Section One of the General Law, in the event that the provisions of the Regulation prove impracticable with respect to the Bylaws of such entities, in order to safeguard the resources of

their members, partners or associates and, in turn, contribute to the proper exercise of the rights and obligations of these;

With the endorsement of the Deputy Superintendencies of Banking and Microfinance, of Private Pension Fund Administrators, and of Legal Advisory; and,

In exercise of the powers conferred by items 7, 9 and 19 of Article 349 of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance approved by Law No. 26702 and its amending laws; and, in accordance with the conditions of exception set forth in item 3.2 of Article 14 of Supreme Decree No. 001-2009-JUS;

RESOLVES:

Article First.- To amend the Regulation for the Restructuring, Recapitalization, Dissolution and Liquidation of Derramas, Benefit Funds and other funds that receive resources from their members and grant unemployment, retirement and similar pensions, which are subject to the supervision and control of the Superintendency of Banking, Insurance and Private Pension Fund Administrators, approved by SBS Resolution No. 8504-2010 and its amending resolutions, in the terms set forth below:

1. To incorporate paragraphs d) and e) of Article 12° Powers of the Superintendency, according to the following text:

"Powers of the Superintendency Article 12°.- During the intervention regime, the Superintendency is empowered to: (…) d) To establish by written notice the specific and/or complementary procedures and instructions to those indicated in this Regulation, in the exercise of its supervisory powers, with respect to the implementation of actions aimed at the approval of the Restructuring and Recapitalization Plan of the Supervised Entity by its members and beneficiaries, as well as for the election of the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity, within the framework of an intervention regime, as indicated in Article 13° of this Regulation.

e) To appoint the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity, within the framework of an intervention regime, in accordance with the provisions set forth in this Regulation; as well as to specify the powers held by such bodies."

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2. To replace Article 13° Restructuring and Recapitalization of the Supervised Entity, according to the following text:

"Restructuring and Recapitalization of the Supervised Entity

Article 13°.- At any time during the intervention regime, actions aimed at achieving the restructuring and recapitalization of the Supervised Entity may be carried out. To that end, the Superintendency must evaluate the proposals submitted to determine their viability. For such purpose, at least thirty percent (30%) of the total of members and beneficiaries may submit a Restructuring and Recapitalization Plan to the Superintendency.

For the restructuring or recapitalization of the Supervised Entity to proceed, the Plan or Plans must be approved by the Superintendency in accordance with the procedure established in Article 14º for such purposes, with the prior opinion of the Public Administration Entities involved in the operation of the Supervised Entity.

Approval of the Plan or Plans by the Superintendency automatically extends the term of the intervention regime until the business day following the date on which the Superintendency issues its ruling on the results of the approval and election processes for the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity; and, where applicable, formalizes the designation of such members, as set forth in the following paragraphs. During said term, it is not possible to receive new plans or to modify the approved Plan or Plans, whether in terms of content or level of backing.

Once the Plan or Plans have been approved by the Superintendency, it shall issue, through an Official Letter, specific procedures and instructions related to carrying out the processes of: i) approval of said Plan or Plans by the members and beneficiaries of the Supervised Entity, in the event that they have not previously approved it by a majority (backing of more than 50% of the total members and beneficiaries), and ii) election of the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity, to be proposed for their designation by the Superintendency, in accordance with the powers established in subsection e) of Article 12° of these Regulations. The specific procedures and instructions to be issued to carry out the two aforementioned processes include the determination of the participants, the modality of approval and election, the terms, the formality and requirements for convening, the adoption of agreements, among other aspects that may be necessary. It should be noted that the elected members must not be subject to the impediments set forth in Article 81° of the General Law.

Once the Plan has been approved, in accordance with the provisions of the preceding paragraph, and the designation of the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity has been made, the intervention regime of the latter concludes and its management is handed over to the designated Board of Directors or equivalent body, in order for it to be in charge of conducting the process for the restructuring and re-strengthening of the Supervised Entity, in accordance with the Plan that

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was approved by the Superintendency and by the members and beneficiaries, as well as to the powers and provisions contained in the current regulatory framework and the internal rules of the Supervised Entity.

The designation of the members of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity corresponds to the Superintendency. To this end, the Superintendency takes into account the proposal submitted by the Supervised Entity, after it has carried out the election process referred to in the fourth paragraph of this Article. The Superintendency validates that the members elected by the Supervised Entity are not subject to the impediments set forth in Article 81° of the General Law.

For the purposes of the registration of the Board of Directors and the Supervisory Board or equivalent bodies of the Supervised Entity, if applicable, the Superintendency issues and presents to the Public Registries a resolution containing the appointment of the members of the Board of Directors and the Supervisory Board or equivalent bodies, specifying the powers they have.

When a Plan is not submitted, or if submitted it has not been expressly approved by the Superintendency, as well as by the affiliates and beneficiaries, and/or two calls have been made to carry out the process of election of the members of the Board of Directors and the Supervisory Board or equivalent bodies and said election has not been completed or the elected members are subject to the impediments indicated in Article 81 of the General Law, the Supervised Entity is subject to the provisions of Article 15 of this Regulation, which will give rise to its dissolution and the initiation of the respective liquidation process.

3. Replace Article 15 Dissolution and Liquidation of the Supervised Entity, in accordance with the following text:

“Dissolution and Liquidation of the Supervised Entity

Article 15.- Supervised Entities are dissolved, with a reasoned resolution of the Superintendency, for the following causes:

a) For the expiration of the terms referred to in Article 10 of this Regulation, as the case may be.

b) In case the restructuring and/or strengthening Plan of the Supervised Entity referred to in the preceding articles has not been approved, within the term established in Article 10 of this regulation or in application of the power of the Superintendency referred to in subsection d) of Article 12 of this Regulation.

c) In case that, having approved the restructuring and/or strengthening Plan of the Supervised Entity, two election processes have been called without being able to complete the election of the members of the Board of Directors and the Supervisory Board or equivalent bodies or any of the elected members are subject to the impediments indicated in Article 81 of the General Law.

d) In case the new Board of Directors or equivalent directive body elected appointed within the framework of an intervention regime, does not comply with the implementation of the Plan that was approved, so that the Supervised Entity incurs (again) or does not timely overcome the causes

of the surveillance regime established in Article 2 or the causes of the intervention regime established in Article 9 of this Regulation. e) For the causes contemplated in the pertinent articles of the General Law of Companies, or in accordance with the provisions of the bylaws or regulations of the Supervised Entity.
The dissolution resolution does not terminate the legal existence of the Supervised Entity, which subsists until the liquidation process concludes and, as a consequence thereof, the extinction is registered in the Public Registries.”

4. Replace Article 10° Duration of the intervention, in accordance with the following text:

“Duration of the intervention

Article 10°.- The intervention ordered by the Superintendency shall have a duration of forty-five (45) days, extendable only once for an identical period. After said period, unless it has been extended in accordance with the provisions of Article 13°, in which case said extended period shall apply, in accordance with the procedure set forth in Article 14°, the corresponding dissolution resolution of the Supervised Entity shall be issued, initiating the respective liquidation process. Nevertheless, the intervention regime may conclude before the end of the established period, when the Superintendent considers it appropriate.”

5. Replace subsection d) of Article 14° Of the procedure for approval of the Plan by the Superintendency, in accordance with the following text:

“Of the procedure for approval of the Plan by the Superintendency

Article 14°.- In the event a restructuring or strengthening plan is submitted, the Superintendency must adhere to the following procedure:

(…)

d) Based on the pronouncement issued by the Superintendency, the provisions of the third, fourth and fifth paragraphs of Article 13° above shall apply, if it has been favorable, and of the eighth paragraph, if it has not been favorable.”

6. Replace “Final Provision” with “Final Provisions” and replace the Sole Final Provision with First, and incorporate a Second and Third Final Provision, in accordance with the following text:

“FINAL PROVISIONS

First.- (….)

Second.- The provisions contained in this Regulation are applicable to supervised entities, insofar as they do not conflict with their nature and the regulatory framework that governs them. In the event of contradiction between them, the Superintendency shall issue the necessary provisions, in accordance with its powers.

Third.- This Superintendency shall issue provisions containing the criteria that will apply regarding technical suitability.”

SUPERINTENDENCY
OF BANKING, INSURANCE AND AFP
Republic of Peru

Article Second.- This resolution enters into force from the day following its publication in the Official Gazette El Peruano, applying immediately even to procedures in progress.

Register, communicate and publish.

SOCORRO HEYSEN ZEGARRA
Superintendent of Banking, Insurance and
Private Administrators of Pension Funds