Resolution SMV No. 013-2025-SMV/01

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendency "Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document under 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. 013-2025-SMV/01 Lima, August 19, 2025

SEEN:

File No. 2025035302 and the Joint Report No. 1102-2025-SMV/06/11/12 of August 11, 2025, issued by the Legal Advisory Office, the Adjunct Superintendency of Market Conduct Supervision and the Adjunct Superintendency of Investigation, Development and Innovation, as well as the draft modification of the Regulation of the Alternative Securities Market (hereinafter, Project);

CONSIDERING:

That, pursuant to Article 1 of the Unified Text of the Organic Law of the Securities Market Superintendency, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Securities Market Superintendency – SMV aims to protect investors, ensure 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 its 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 attribute 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 SMV No. 025-2012-SMV/01, the Regulation of the Alternative Securities Market (hereinafter, MAV Regulation) was approved, which aims to regulate the operation of the Alternative Securities Market (MAV), the primary public offerings made in this market, the registration and exclusion of securities, as well as the participation of Stock Exchanges, Brokerage Companies and Securities Compensation and Clearing Institutions;

That, the MAV constitutes a public offering regime that establishes fewer requirements, obligations and costs compared to the general regime, which translates into shorter deadlines and greater flexibility for companies that register their securities and/or issuance programs in the Public Registry of the Securities Market of the SMV, as well as in the processing of other administrative procedures under said regime;

That, by Superintendent Resolution No. 021-2017-SMV/02, the Manual for compliance with the requirements applicable to Public Offerings of Shares in the Alternative Securities Market – MAV (hereinafter, MAV Manual – Shares), the Manual for compliance with the requirements applicable to Public Offerings of Bonds in the Alternative Securities Market – MAV (MAV Manual – Bonds) and the Manual for compliance with the requirements applicable to Public Offerings of Short-Term Instruments in the Alternative Securities Market – MAV (MAV Manual – STI) were approved;

That, within the framework of Article 2 of Legislative Decree No. 1310, which approved additional measures for administrative simplification, the Regulatory Quality Analysis (hereinafter, RQA) of the administrative procedures corresponding to the MAV was carried out, in order to identify, eliminate and/or simplify those that are unnecessary, ineffective, unjustified, disproportionate, redundant or not adequately aligned with Law No. 27444, General Administrative Procedure Law or the norms with the rank of law that support them;

That, in compliance with the aforementioned norm and the Single Transitional Complementary Provision of Supreme Decree No. 118-2019-PCM, the SMV submitted to the Multisectoral Commission for Regulatory Quality (hereinafter, CMCR) the draft regulatory project modifying the MAV Regulation, which declared it suitable to continue with its approval;

That, subsequently, adjustments were made to the regulatory project, in order to include clarifications and flexibilities, for which the exception of the Ex Ante RQA and the Ex Ante Regulatory Impact Analysis (hereinafter, AIR Ex Ante) was requested before the CMCR;

That, on June 2, 2025, the SMV was notified that the CMCR resolved that it does not correspond to apply the AIR Ex Ante to the Project, pursuant to paragraph 41.2 of Article 41 of the Regulation of the General Law of Regulatory Improvement, approved by Supreme Decree No. 023-2025-PCM, corresponding to carry out an Ex Ante RQA with the objective of carrying out an exclusive evaluation of the principle of legality;

That, on July 16, 2025, the SMV was notified that as a result of the evaluation of the administrative procedures contained in the Project, the CMCR declared it suitable to continue with the approval process, after verifying compliance with the principle of legality;

That, among the modifications is the inclusion of the Unified Procedure Format – MAV, which standardizes the presentation of requests by regulated entities before the SMV within the framework of the administrative procedures regulated in the MAV Regulation. This format collects information such as: type of procedure, data of the applicant and their authorized representative, data of the securities or programs subject to the request, and on the documents supporting the request;

That, likewise, the requirements necessary for the registration of securities and/or issuance programs, as well as for the registration and/or update of the informative prospectus, framework prospectus and complement of the framework prospectus are consolidated in the MAV Regulation, which facilitates its application by the regulated entities;

That, in addition, the list of variations that can be qualified as fundamental —changes in the conditions of the offer or program that may imply a variation in the risk level of the previously registered securities— and non-fundamental, which previously were contained in the MAV Manual – Bonds and the MAV Manual – STI, is incorporated into the MAV Regulation;

That, likewise, a distinction is established regarding the administrative procedure applicable to each type of variation and its requirements. Regarding fundamental variations, it is contemplated that these must be registered through a prior evaluation procedure with positive administrative silence, within a maximum period of fifteen (15) days; while, non-fundamental variations are processed under an automatic approval regime, which contributes to speeding up and reducing compliance costs for companies;

That, in addition to the above, paragraph 4.2.1 of Article 4 of the MAV Regulation is modified, by which the threshold of average annual income from the sale of goods or provision of services during the last five (5) fiscal years is raised so that a greater number of companies can enter the MAV, establishing as the new threshold, four hundred fifty million soles (S/ 450,000,000.00) or its equivalent in US dollars;

That, as a consequence thereof, a positive impact and greater dynamism are expected in this market segment, by facilitating access to new issuers who can find in the MAV an attractive alternative to raise financing;

That, on the other hand, with the aim of providing greater predictability regarding the contribution costs that companies accessing this market segment will assume, it is established that companies by their participation in the MAV, from January 1, 2026, will pay one percent (1%) of the contributions provided for in Article 3 of the Standard on Contributions for the Supervision Services provided by the Securities Market Superintendency, approved by CONASEV Resolution No. 095-2000-EF/94.10 and its amendments. Likewise, for the concept of secondary trading, they will pay the SMV one percent (1%) of the contributions provided for in Article 1 of said standard; and,

Being in accordance with what is provided by letter a) of Article 1 and letter b) of Article 5 of the Unified Text of the Organic Law of the Securities Market Superintendency, approved by Legislative Decree No. 26126 and its amendments; Article 7 of the Unified Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF, paragraph 2 of Article 9 of the Regulation of Organization and Functions of the Securities Market Superintendency, approved by Supreme Decree No. 216-2011-EF; as well as what was agreed by the Board of Directors of the SMV met in its session of August 12, 2025;

IT IS RESOLVED:

Article 1°.- Modify paragraph 4.2.1 of Article 4; Articles 5, 6, 7, 8, 10, 14, 15, 16, 17; the denomination of Title III and its Chapters I and II; Articles 19, 22, 23, 24, 30, 32 and 33; the Fourth Final Complementary Provision; as well as Annexes Nos. 1, 3, 4, 4.1, 4.2, 5 and 12 of the Regulation of the Alternative Securities Market, approved by Resolution SMV No. 025-2012-SMV/01, under the following terms:

«Article 4.- Premises that define the MAV (…)

4.2.1 Their average annual income from the sale of goods or provision of services in the last five (5) fiscal years, must not exceed four hundred fifty million soles (S/ 450,000,000.00) or its equivalent in US dollars, according to the available annual financial information or annual tax declarations. (…)»

«Article 5.- General Considerations Companies issue by primary public offering in the MAV securities representing equity and debt, under the following considerations:

5.1. The public offerings of said securities must observe the requirements and procedures established in this Regulation.

5.2. For the purpose of registering said securities or an issuance program of securities in the Registry, as well as for the registration of the prospectus, Companies must present to the SMV the documentation and information established in this Regulation.

5.3. The security or program, as applicable, is registered in the section "Of the securities and/or issuance programs registered in the Alternative Securities Market" of the Registry.

5.4. The placement of securities is carried out in: (i) Stock Exchange Wheel, or (ii) outside the Stock Exchange Wheel, through an authorized intermediary or directly by the Company, resulting applicable to this, in what corresponds, the obligations, responsibilities and prohibitions corresponding to the intermediaries.

5.5. The placement of securities, within or outside a program, is carried out within an irrevocable period not greater than three (3) years from the date the security is registered. If the security to be issued is within the framework of a program, its placement is only carried out within the validity period of the registration of said program. The validity period of the registration of a program in the Registry is six (6) years counted from the day following its registration, a period during which one or more issuances of securities are carried out. Said period is irrevocable. After three (03) years of the validity of the registration of the program, the issuer must present an updated framework prospectus that consolidates all the variations made to it, which must be sent to the SMV. The referred prospectus is registered under an automatic approval procedure which is not subject to renewal. If this obligation is not fulfilled, no new offers can be made.»

«Article 6.- Deadlines for administrative procedures for the registration of securities The requests that initiate the administrative procedures contemplated in this article are presented to the IGSC and are subject to the following rules:

6.1. Within the framework of an Advance Procedure, the issuance program and the Framework Prospectus are registered and recorded, as applicable, in the Registry within a maximum period of fifteen (15) days, except in cases where specific guarantees are used, in which the period is twenty (20) days. This procedure is of prior evaluation with negative silence and is not subject to renewal.

6.2. The securities corresponding to an issuance within the framework of a program and the Complement of the Framework Prospectus are registered and recorded, as applicable, automatically with the presentation of the specific documentation for each issuance. This procedure is not subject to renewal.

6.3. Within the framework of a General Procedure, the securities corresponding to an issuance and the Informative Prospectus are registered and recorded, as applicable, in the Registry within a maximum period of fifteen (15) days, except in cases where specific guarantees are used, in which the period is twenty (20) days. This procedure is of prior evaluation with negative silence and is not subject to renewal.

6.4. In all cases, the issuer is responsible for the update of the Framework Prospectus, Complement of the Framework Prospectus and other pertinent information, prior to the formulation of the respective offer, which can only be carried out if such obligation has been fulfilled.»

«Article 7.- Forms of presentation of information and documentation

7.1. The formats and models established in the respective manuals and in this Regulation are used by the applicant for the procedures provided for in this standard.

7.2. For the purpose of initiating any procedure related to what is established in this Regulation, the following must be observed:

1. Regarding Companies that have the MVNet System, the documentation and information is sent to the SMV through said System.

2. Regarding Companies that do not have the MVNet System, the documentation and information is presented to the SMV through one of the following modalities:

(i) By physical means in a single copy presented in the Documentary Procedure of the SMV.

(ii) Through the SMV Virtual in accordance with the Regulation of the MVNet System and SMV Virtual, approved by Resolution SMV No. 004-2024-SMV/01, or the norm that replaces it.

(iii) Through the MVNet of the Structuring Entity or the Placement Agent. In this case, the express authorization of the legal representative or authorized representative of the Company empowering the Structuring Entity or Placement Agent in this regard is also sent. These channels can only be used by the Company until the registration of the securities or issuance programs, after which date it is obliged to use the MVNet System according to the Regulation of the MVNet System and SMV Virtual.»

«Article 8.- Debt-representative securities For the primary public offering of debt-representative securities, the requirements provided for in this Regulation must be fulfilled, additionally observing the following:

8.1. It is not necessary to have a bondholders' representative at the time of making the issuance, provided that the Company assumes the commitment to convene the bondholders' assembly referred to in the first paragraph of Article 321 of the General Law.

8.2. It is not necessary to elevate to public deed, the contracts or acts of issuance, within or outside the framework of an issuance program of securities, celebrated in accordance with the formats contained in the manuals referred to in this Regulation.

8.3. The bond issuance agreement, within or outside the framework of an issuance program of securities, can be carried out by bodies other than the General Shareholders' Meeting when they have been authorized by it and such authorization does not contravene what is provided for in the bylaws.»

«Article 10.- Fundamental and non-fundamental variations in a securities offer

10.1. During the period in which the securities offer is carried out, the Company must keep the prospectus updated, identifying the class of variations it makes.

10.2. Fundamental variations are changes in the conditions of the offer or program that may imply a variation in the risk level of the previously registered securities, such that they may modify the investment decision of a sensible investor. The period that the IGSC has for the registration of these variations is fifteen (15) days with positive administrative silence and is not subject to renewal.

10.3. The other variations are considered non-fundamental variations and they are registered under an automatic approval procedure and is not subject to renewal.»

«Article 14.- Requirements for the registration of shares For the registration of shares and the registration of the Informative Prospectus, the Company must present the following documentation:

1. Unified Procedure Format – MAV requesting the registration of the shares in the Registry (according to Annex No. 1).

2. Declaration signed by the duly authorized representative of the Company, by which it requests the registration of the shares and the registration of the corresponding Informative Prospectus, expressly stating that they meet the requirements to qualify as a MAV participating Company, pursuant to paragraph 4.2 of Article 4 of this regulation. In this document, with respect to the shares: the number of shares, rights granted, the class, if applicable, and other relevant characteristics are indicated. Likewise, the approximate number of investors or the segment of potential investors to whom the offer is directed is indicated, and it is stated that it is a primary public offer.

3. Sworn Statement of Responsibility, signed individually by the main administrative, legal, accounting and finance official of the Company, or whoever acts in their place, declaring the truthfulness and sufficiency of the information presented and prepared for the purposes of the requested procedure (according to Annex No. 3).

4. Informative Prospectus according to Format No. 1 of the Manual for compliance with the requirements applicable to public offerings of shares in the Alternative Securities Market – MAV, approved by Superintendent Resolution No. 021-2017-SMV/02 (MAV Manual - Shares).

5. Sworn Statement of Information Disclosure Standard (according to Annex No. 4). This requirement is not necessary when, due to its date of incorporation, such requirement is not applicable to it.

6. Financial information following:

6.1. Simple copy of the Company's annual individual audited financial statements corresponding to the last economic year, signed by those responsible for their preparation, including the identification of the licensed public accountant, and duly approved by the general shareholders' meeting or the competent body.

6.2. Simple copy of the Company's individual interim financial statements corresponding to the last quarterly or semi-annual period and financial indicators, signed by those responsible for their preparation, including the identification of the licensed public accountant, and duly approved by the general shareholders' meeting or the competent body.

6.3. When, due to its date of incorporation, the Company does not have the financial information indicated in paragraphs 6.1 and 6.2 above, it must present the opening balance sheet.

6.4. If at the time of registering its securities and/or issuance programs in the Registry, the Company does not have financial statements prepared in accordance with International Financial Reporting Standards (IFRS), internationally valid, it must present: the financial information it has, in addition to the Commitment to Implement IFRS (Annex No. 4.1) and the Estimation of Affected Items (Annex No. 4.2).

7. If applicable, the contract with the intermediation agent (Format No. 2 of the MAV Manual - Shares).

8. Letter of consent of the hired expert, in the case to which it applies...

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