Resolution SMV No. 008-2026-SMV/01

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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. 008-2026-SMV/01 Lima, July 2, 2026 SEEN:
The file No. 2025022959, the Joint Report No. 1552-2025-SMV/06/11/12 of October 29, 2025 and, the Joint Report No. 990-2026-SMV/06/11/12 of June 30, 2026, both issued by the Legal Advisory Office, the Deputy Superintendency of Market Conduct Supervision and the Deputy Superintendency of Investigation, Development and Innovation, as well as the Draft modification of the Regulation on Public Offers for Acquisition and Purchase of Securities by Exclusion, approved by Resolution CONASEV No. 009-2006-EF/94.10 and its amendments, and of the Regulation on the Public Registry of Securities, approved by Resolution CONASEV No. 079-97-EF/94.10 and its amendments, and the repeal of the Bases for the selection process of the valuation entity responsible for determining the minimum price to be taken into account in public purchase offers and public acquisition offers, approved by Management Resolution No. 025-2006-EF/94.45 (hereinafter, PROJECT); CONSIDERING:
That, in accordance with what is provided in article 1 of the Unified Text of the Organic Law of the Superintendency of the Securities Market, approved by Decree Law No. 26126 and its amendments (hereinafter, ORGANIC LAW), the Superintendency of the Securities Market – SMV has as its purpose 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 letter 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, letter 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 adhere; That, by Resolution CONASEV No. 009-2006- EF/94.10 the Regulation on Public Offers for Acquisition and Purchase of Securities by Exclusion was approved (hereinafter, REGULATION); That, regarding this, it has been considered of special relevance to design a regulatory scheme that establishes a procedure for Public Acquisition Offer (OPA) and Public Purchase Offer (OPC) that is more effective and transparent, which in turn strengthens market transparency and investor protection, guaranteeing the timely and sufficient dissemination of information that is relevant

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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 for investors to adopt their investment decisions; as well as that such regulation is consistent with international standards in matters of corporate governance of the Organization for Economic Cooperation and Development (OECD); That, by Resolution SMV No. 008-2025-SMV/01, published on May 30, 2025 in the Official Gazette El Peruano, the diffusion of the PROJECT in public consultation for twenty (20) calendar days was authorized, through the Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv), in order for interested persons to formulate comments and suggestions on the PROJECT; That, as a result of the public consultation, comments and suggestions from the market on the PROJECT were received, each of which were evaluated by the SMV. Taking into account the contribution of the private sector, adjustments were made to the PROJECT that allowed enriching the normative proposal; That, from the review of international regulation, including the regulations of the countries members 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 said 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. For example, the cases of the contracting by the issuers themselves of the services of audit firms and risk rating companies, whose opinions are important 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 regulation; That, in the face of the problem exposed, the REGULATION is modified and other provisions related to the selection procedure of 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 the OPA and OPC for the transparency of the securities market and protection of investors are strengthened, through greater information disclosure; 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) occurs on the next business day after having been communicated to the SMV, granting in both cases, a
term of five (05) business days to formulate observations on the information presented in the corresponding file of the offer. However, experience has shown that the current regulation generates certain limitations, due to the possibility of suspending ongoing offers for not presenting complete documentation on the offer, not correcting the observations formulated by the SMV or for the presentation of requests for exceptions to the requirements, which impact the integrity of the market; That, in response to this, the REGULATION is modified with respect to the administrative procedures for the registration of the informative prospectus and the other documents of the OPA, as well as the notice and the other documents of the OPC,

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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 subjecting them to a prior evaluation procedure with positive administrative silence, which will allow a more timely review by the SMV; That, it should be noted that considering the comments formulated during the public consultation, it is reasonable to extend the term for the correction of the observations formulated within the framework of said procedure, from three (03) to five (05) business days; while, regarding the maximum term to resolve said procedure, it has been reduced from twenty (20) to ten (10) business days, it being important to specify that, in the event that positive administrative silence occurs, what is provided for in numeral 188.1 of article 188 of the Unified Ordered Text of Law No. 27444, General Law of Administrative Procedure, approved by Supreme Decree No. 006-2026-JUS; That, with respect to the registration of the other documents mentioned in the preceding paragraph, article 2 of the Regulation of the Public Registry of the Securities Market, approved by Resolution CONASEV No. 079- 97-EF/94.10, is modified, in order to create Section No. 28: “On OPAs and OPCs” in the Public Registry of the Securities Market – RPMV; That, on the other hand, with respect to the validity of the OPA and of the OPC, the REGULATION is modified, establishing that the validity of said offers begins two business days after the respective registration procedure of the other documents of the offer has been approved. Likewise, it is established that the offeror must update the notice on the next business day after the approval of said procedure has occurred, specifying the start and end date of the validity of the offer; That, likewise, regarding the OPA, the scope of the obligations already associated with the report of the board of directors or the administrative body has been clarified, particularly regarding its opinion on the reasonableness of the offered price, on the agreements that could exist by reason of the offer, of the content of the prospectus, among others, with the objective that the persons to whom the public offer is directed can have the necessary information to adopt their decision to adhere to the offer; That, on October 30, 2025 the Board of Directors of the SMV, approved the PROJECT subject to the pronouncement of the Multisectoral Commission for Regulatory Quality (hereinafter, CMCR), in order to (i) declare the administrative procedures of the PROJECT suitable as a result of the application of the Ex Ante Regulatory Quality Analysis (ACR Ex Ante); and, (ii) exempt the PROJECT from the Ex Ante Regulatory Impact Analysis (AIR Ex Ante); however, due to the fact that the exemption was not obtained, the AIR Ex Ante File of the PROJECT was presented before
said Commission; That, in that sense, in accordance with the Regulation of the General Law of Regulatory Improvement, approved by Supreme Decree No. 023- 2025-PCM; due to the fact that this norm creates administrative procedures, the Ex Ante Regulatory Quality Analysis was applied, and as a result of the evaluation of the referred administrative procedures, the CMCR declared it suitable to continue with the approval procedure, which was communicated to the SMV on May 26, 2026. Likewise, the favorable opinion of the CMCR on the evaluation of the Ex Ante Regulatory Impact Analysis File (AIR Ex Ante) was obtained, which was communicated to the SMV on June 22, 2026; and,

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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 Being in accordance with what is provided in letter a) of article 1 and letter b) of article 5 of the Unified Text of the Organic Law of the SMV (hereinafter, Organic Law), approved by Decree Law No. 26126; numeral 2 of article 9 of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its modifications; as well as what was agreed by the Board of Directors of the SMV, met in its sessions of October 31, 2025 and June 30, 2026; IT IS RESOLVED:
Article 1°.- Modify article 6, the penultimate and last
paragraph of article 10, articles 12, 13, 15, 17, 24, 38, 39, 41, 42, 44, 45, 46, 48, 49, 50, 51 and 53, letter f) of numeral I and letters c) and d) of numeral II of Annex II of the Regulation on Public Offers for Acquisition and Purchase of Securities by Exclusion, approved by Resolution CONASEV No. 009-2006-EF/94.10, in the following terms:
“Article 6.- OPPORTUNITY OF THE OPA
The OPA must be carried out, according to the following modalities:
a) Subsequent OPA:
Subsequent to the acquisition or the increase in significant participation when: i) it has been carried out indirectly; ii) it occurs as a consequence of a public sale offer; iii) the significant participation is transferred from the holder to the acquirer in a single act; or, iv) it occurs through no more than four successive acts within a period of three years. The OPA must be formulated on the percentage of securities that results from the application of the formula indicated in Annex I of the Regulation. The obligated party to formulate the OPA must communicate to the target company, to the stock exchange and to the SMV that it has reached or increased its significant participation in securities in the target company and that it is obliged to carry out an OPA, as well as the price or exchange ratio paid. Such communications must be made on the next business day after having reached or increased its significant participation. The target company must disseminate the referred communication as a material event. b) Prior OPA:
Prior to the acquisition or the increase in significant participation, in the other cases not included in letter a) above. In such a case, the OPA must be formulated on the number of securities that are intended to be acquired.” “Article 10.- EXCEPTIONS TO THE FORMULATION OF OPA (…) The cases provided for in letters a) to n) of this article, even if they do not entail the obligation to make an OPA, must be communicated to the target company, to the stock exchange and the SMV, by the person who reaches or increases its significant participation, on the next business day after said situation has occurred, in order for the target company to disseminate the mentioned information as a material event.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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 Upon request, duly justified, by the person who reaches or increases its significant participation, the Board of Directors of the SMV may, exceptionally:
i) exempt from the obligation to make an OPA; ii) exempt from compliance with any of the requirements established in article 12 of the Regulation; and/or iii) grant an additional term to present the request for registration of the informative prospectus and of the other documents of the OPA. In this last case, the request must indicate the maximum term requested from the SMV.” “Article 12.- REGISTRATION PROCEDURE OF THE OPA DOCUMENTATION For the realization of the OPA, including the voluntary OPA provided for in article 11 of the Regulation, the offeror must previously request the SMV the registration of the informative prospectus and of the other documents of the OPA in the Registry, presenting the following:
a) Request for registration of the informative prospectus and of the other documents of the OPA in the section “On OPAs and OPCs” of the Registry, signed by the offeror. This writing must contain the following:
i. Full names or denomination or trade name of
the offeror, as applicable; as well as the address, number of document of national identity or foreigner’s ID or single tax registry, as the case may be.
ii. Place, date and signature.
iii. The indication of the General Superintendency of Supervision corresponding
to which the request is addressed, or the one that acts in its place.
iv. Express consent to be notified at its email address any communication from the SMV related to its
request, clearly indicating its email and contact cell phone, unless the offeror has MVNet.
v. The list of documents and annexes attached.
b) Informative Prospectus of the offer, which must contain the information detailed in Annex II; c) Documents informing about the guarantee of the offer. The offeror must take the necessary actions so that the guarantee is constituted at the start of the validity of the OPA; d) Administrative authorizations that, if applicable, the acquisition requires; e) Offer notice to be published, containing the information detailed in
Annex III;
f) When acting through representatives, indicate the number of entry and registry file where the powers inscribed in the Public Registries are recorded, or present a certified copy of the corresponding act; g) Inform number of Income Receipt in SMV Treasury or attach copy of the deposit voucher in banks of the respective rights; h) In the case of subsequent OPA, it must be presented, additionally, a sworn statement signed by the offeror, in which it declares regarding the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under 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 due diligence verification regarding that the valuation entity has the experience that allows it to assume the valuation process and that it is not incurred in the impediments indicated in article 46 of the Regulation, as well as a sworn statement signed by the valuation entity, in which it declares that it has the experience that allows it to assume the valuation process, detailing the same, and that it has verified that this, its directors, managers or technical staff are not incurred in the impediments provided for in said article. From the presentation of the request, the SMV makes available to the market the documentation presented by the offeror. The offeror, on the same date of presentation of its request to the SMV, must inform the target company about it, in order for the latter to disseminate it as a material event. The referred request is processed under a prior evaluation procedure with positive administrative silence and is not subject to renewal. The competent organ of the SMV has a term of ten business days to evaluate the request and issue a pronouncement. The term is suspended with the notification of the observations until the correction of the same. The offeror has a term of correction of five business days, counted from the next business day after the notification of the observations. Corrected the observations, the term resumes and the competent organ issues the respective resolution, which is notified to the offeror and to the target company, the latter must disseminate it as a material event. On the next business day after the notification of the resolution that orders the registration of the informative prospectus and of the other documents of the offer in the Registry or of applied positive administrative silence, as provided for in numeral
188.1 of article 188 of Law No. 27444, General Law of Administrative
Procedure, the offeror must send the notice to the SMV, to the stock exchange and to the target company, specifying the start and end date of the validity of the offer.
In the case of the subsequent OPA, the offeror must present the request for registration of the informative prospectus and of the other documents of the offer in the Registry, within the term of six months from when the obligation to carry out the OPA was generated or within the five days following having received the report of valuation to which article 44 of the Regulation refers, whichever occurs first. The offeror is responsible before the market and the SMV for the compliance with the obligations generated by the offer, established in the Regulation, which must be complied with due diligence.” “Article 13.- PUBLICATION OF THE OPA NOTICE The notice containing the start and end date of the validity of the offer must be published by the stock exchange in its daily bulletin throughout the validity of the OPA. Likewise, the target company must disseminate said notice as a material event on the date on which it was sent to it by the offeror.” “Article 15.- REPORT OF THE BOARD OF DIRECTORS OR OF THE ADMINISTRATIVE BODY

PERÚ Ministerio de Economía y Finanzas

In which the target company or any of its affiliates participates, on the one hand, and the offeror or any affiliate of the offeror, on the other; and,
In which the target company, its shareholders, general manager,
main executives or representatives participate, which relate to the facts or acts that generate the obligation to carry out the OPA or derived from said obligation.
If agreements exist, in each case, detailed information must be provided on the nature, rights and obligations of the parties, as well as the pacts related to payments, remuneration, benefits, consideration, delivery of economic benefits or any”

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Resolution SMV No. 008-2026-SMV/01

Lineage: Amended

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