Resolution SMV No. 008-2025-SMV/01

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Resolution SMV No. 008-2025-SMV/01 Lima, May 29, 2025

SEEN: The File No. 2025022959 and the Joint Report No. 672-2025-SMV/06/11/12 of May 23, 2025, issued by the Legal Advisory Office, the Adjunct Superintendence of Market Conduct Supervision and the Adjunct Superintendence of Investigation, Development and Innovation, as well as the draft modification of the Regulation on Public Offers of Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10, and of the Regulation on the Public Registry of the Securities Market, approved by CONASEV Resolution No. 079-97-EF/94.10 (hereinafter, Project);

CONSIDERING: That, in accordance with what is established in Article 1 of the Unified Text of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Securities Market Superintendence – SMV aims to ensure the protection of investors, the efficiency and transparency of the markets under its supervision, the correct formation of prices and the dissemination of all information necessary for such purposes, through regulation, supervision and promotion;

That, likewise, according to paragraph a) of Article 1 of the Organic Law, the SMV has among its functions to issue the legal norms that regulate matters of the securities market, product market and collective fund system;

That, paragraph b) of Article 5 of the Organic Law establishes that the Board of Directors of the SMV has the attribution to approve the regulations of the securities market, product market and collective fund system, as well as those to which natural and legal persons subject to the supervision of the SMV must be subject;

That, by CONASEV Resolution No. 009-2006-EF/94.10, the Regulation on Public Offers of Acquisition and Purchase of Securities by Exclusion (hereinafter, Regulation) was approved;

That, it is considered of special relevance to design a regulatory scheme that establishes a procedure for Public Acquisition Offer (OPA) or Public Purchase Offer (OPC) that is more effective and transparent, which in turn strengthens investor protection and market transparency, guaranteeing the timely and sufficient dissemination of information that is relevant for investors to make their investment decisions; as well as ensuring that such regulation is consistent with the best international standards in corporate governance of the Organisation for Economic Co-operation and Development (OECD);

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, having reviewed international regulation, including the regulations of the member countries of the Pacific Alliance (Chile, Mexico and Colombia), it is observed that supervisors do not assume the conduct of a selection procedure for the valuation entity, within the framework of an OPA or OPC, so the Regulation in this aspect is not consistent with such regulation, nor with other areas of the Peruvian securities market in which the obligated party is authorized to directly designate specialized entities to issue an independent opinion, such as for example the cases of the contracting by the issuers of securities themselves of the services of audit firms and risk rating agencies, whose opinions are of special importance for the adoption of informed decisions by investors in the securities market, which does not limit in any case the exercise of the supervisory role of the SMV to verify that such services are contracted and carried out based on what is established by the regulations;

That, in response to the problem exposed, the Regulation is modified and other provisions related to the selection procedure for valuation entities are repealed (request for designation by the obligated party, formation of the committee, approval and publication of bases, public hearing for the opening of technical and economic proposals, and granting of the award); and the mechanisms established in OPAs and OPCs are strengthened for the transparency of the securities market and protection of investors, through greater information disclosure;

That, it is established that the valuation entity must send the valuation report to the offeror and not to the SMV as in the current regulation. Likewise, it is ordered that the offeror must send said report to the issuer of the securities subject to the offer, to the SMV and to the stock exchange on the day of receipt; and, the issuer must disseminate it as material events. It is also specified that, all relevant information must be disclosed in the offer documents and is public, being the responsibility of the offeror to ensure that this is indeed the case;

That, on the other hand, it has been observed that the current scheme of the Regulation recognizes that the entry into force of the OPA (both prior and subsequent) and the OPC, respectively, occurs the day after they have been communicated, granting in both cases, a period of five (05) days for the SMV to formulate observations on the information presented in the files corresponding to such offers. However, experience has shown that this regulation generates certain limitations, due to the possibility of presenting requests outside of working hours, the lack of complete documentation at the time of communication, and the need to suspend ongoing offers due to observations or requests for exception, which impacts market integrity;

That, in response to this, the Regulation is modified regarding the deadlines for the start of validity of the OPA (both prior and subsequent) and the OPC, subjecting them to a prior evaluation procedure with positive administrative silence, which will allow a more timely review by the SMV;

That, in order to be able to register the informative prospectus and the OPA documents and the notice and the OPC offer documents in the Public Registry of the Securities Market – RPMV, Section No. 28 "On OPAs and OPCs" is incorporated into Article 2 of the Regulation on the Public Registry

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 3 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml of the Securities Market, approved by CONASEV Resolution No. 079-97-EF/94.10;

That, finally, regarding the OPA, the information associated with the OPA has been strengthened, clarifying better the scope or detail required of obligations already existing associated with the report of the board of directors or the administrative body, particularly on their opinion on the reasonableness of the offered price, on the agreements that could exist by reason of the offer, on the content of the prospectus, among others, with the objective that the persons to whom the offer is directed can have the necessary information to adopt their decision to adhere to the offer;

That, according to what is established in paragraph 19.1 of Article 19 of the Regulation that establishes provisions on publication and dissemination of general legal norms, resolutions and draft regulations, approved by Supreme Decree No. 009-2024-JUS, draft regulations of a general nature must be published in the digital headquarters of the Public Administration entities responsible for their elaboration or in another medium, ensuring their proper dissemination and easy access;

That, likewise, paragraph c) of paragraph 20.1 of Article 20 of the Regulation mentioned in the preceding paragraph, provides that the period for receiving comments, contributions or opinions must not be less than fifteen (15) calendar days counted from the day following its publication, unless a higher-ranking regulatory provision establishes otherwise; therefore, given the nature of the proposed changes, it is considered convenient to disseminate the Project for public consultation for twenty (20) calendar days; and,

Being in accordance with what is established by paragraph a) of Article 1 and paragraph b) of Article 5 of the Organic Law; paragraph 2 of Article 9 of the Organization and Functions Regulation of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF; Articles 1 and 2 of the Policy on dissemination of draft regulations, general legal norms, regulatory agenda and other administrative acts of the SMV, approved by Resolution SMV No. 014-2014-SMV/01 and its amendment; as well as what was agreed by the Board of Directors of the SMV in its session of May 27, 2025;

IT IS RESOLVED:

Article 1°.- Authorize the dissemination of the Draft modification of the Regulation of the Public Registry of the Securities Market, approved by CONASEV Resolution No. 079-97-EF/94.10, and of the Regulation on Public Offers of Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10.

Article 2°.- Order that the project mentioned in the preceding article be disseminated on the Institutional Page of the Securities Market Superintendence – SMV on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 3°.- The period for interested persons to send to the Securities Market Superintendence their comments and observations on the project mentioned in the previous articles is twenty (20)

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml calendar days, counted from the day following the date of publication of the present resolution in the Official Gazette El Peruano.

Article 4°.- The comments and observations referred to in the previous article may be sent to the following email address: Proy_opa2025@smv.gob.pe.

Register, communicate and publish.

Zósimo Juan Pichihua Serna Superintendent of the Securities Market