Resolution SMV No. 019-2025-SMV/01

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"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 modifications. 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. 019-2025-SMV/01 Lima, November 12, 2025

SEEN: The File No. 2025041348 and the Joint Reports No. 1352-2025-SMV/06/12 and No. 1629-2025-SMV/06/12 of September 24, 2025 and November 11, 2025, both issued by the Legal Advisory Office and the Adjunct Superintendency of Investigation, Development and Innovation; as well as the project that modifies the Regulation of the Financial Participatory Financing Activity and its Administrative Companies, approved by Superintendent Resolution No. 045-2021-SMV/02 (hereinafter, the PROJECT);

CONSIDERING:

That, in accordance with what is established in article 1 of the Unified Concordant Text of the Organic Law of the Superintendency of the Securities Market, approved by Legislative Decree No. 26126 (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, paragraph 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 be subject;

That, through Title IV of Urgency Decree No. 013-2020, Urgency Decree that promotes the financing of MSMEs, Startups and Startups (hereinafter, URGENCY DECREE), the activity of Financial Participatory Financing (hereinafter, FPF) was legally recognized in Peru, entrusting the SMV with approving the legal framework for the correct and adequate functioning of said activity;

That, under the shelter of the aforementioned regulatory framework, through Superintendent Resolution No. 045-2021-SMV/02, the Regulation of the Financial Participatory Financing Activity and its Administrative Companies (hereinafter, REGULATION) was approved, with the objective of establishing the regulatory framework applicable to the FPF activity carried out within the national territory, as well as to the companies constituted as anonymous companies in Peru that administer the platforms through which said activity is carried out;

That, according to what is established in the URGENCY DECREE and the REGULATION, FPF projects, recipients, the integrity and

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"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 modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

truthfulness of the information revealed by them, are not under the supervision of the SMV, and the values and loans associated with said projects are not subject to registration in the Public Registry of the Securities Market;

That, recognizing the potential that the FPF activity has as an innovative alternative financing mechanism; and, in turn seeking that this activity develops under a framework of protection for investors, which sustains the intervention of the Peruvian state through the SMV, it is considered necessary to incorporate some flexibilities into the current regulations to continue promoting the orderly development of said activity in the country;

That, in that line, it is excepted under certain conditions, that projects be developed integrally and exclusively within the territory of the Republic of Peru, with which it is sought to facilitate the collection of resources by recipients immersed in internationalization processes, recognizing the potential of the FPF activity as an alternative financing mechanism, but ensuring that this activity is carried out under a framework that guarantees protection for investors. Countries or jurisdictions identified by the Financial Action Task Force as non-cooperative due to risks related to money laundering and terrorist financing, those with little banking supervision, nor countries included in the list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) are not included in said flexibility;

That, additionally, it is allowed that the Administrative Society of FPF platforms (hereinafter, ADMINISTRATIVE SOCIETY) disseminate for transfer, values or credit rights originated by loans associated with projects previously placed or financed on the FPF platform, without this being considered a secondary trading mechanism or price formation of the values, with the object of promoting the development of the FPF activity;

That, likewise, it is allowed that ADMINISTRATIVE SOCIETIES can provide the services of bondholder representative in the issuances of debt securities that use the platform they administer; and, the financing limits per recipient and projects are expanded, for which ADMINISTRATIVE SOCIETIES must incorporate into their methodology elements that allow identifying, selecting and classifying recipients and projects with specific variables, such as the proportion of the maximum financing amount to be requested with respect to the value of the project, the existence of guarantees to be constituted and their proportion with respect to the amount to be financed or any other information that allows adequately evaluating the financing requests;

That, through SMV Resolution No. 015-2025-SMV/01 published on October 4, 2025, in the Official Journal El Peruano, the dissemination of the PROJECT for public consultation for fifteen calendar days was authorized, through the Institutional Page of the Superintendency of the Securities Market - SMV on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv), so that interested persons can formulate comments on the PROJECT;

That, the PROJECT is outside the scope of the Ex Ante Regulatory Impact Analysis, by virtue of the exception established in numeral 41.2 of article 41 of the Regulation of the General Law of Regulatory Improvement approved by DS No. 023-2025-PCM, according to the pronouncement of the Multisectorial Commission of Regulatory Quality (CMCR) of the Presidency of the Council of Ministers, communicated to the SMV by email on October 28, 2025;

And,

Being in accordance with what is established by paragraph b) of article 5 of the Organic Law; article 21 of Urgency Decree No. 013-2020 and numeral 2 of article 9 of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF; as well as what was agreed by the Board of Directors of the SMV in its session of November 11, 2025;

IT IS RESOLVED:

Article 1.- Incorporate a second and third paragraph in numeral 1.2 of article 1; numeral 25.5 in article 25 and the Sole Complementary Final Provision in the Regulation of the Financial Participatory Financing Activity and its Administrative Companies, approved by Superintendent Resolution No. 045-2021-SMV/02, in accordance with the following texts:

"Article 1.- Objective and scope of application (...) 1.2 (...) Exceptionally, business projects may be developed outside the territory of the Republic of Peru, provided that the recipients meet the following conditions at the time of requesting financing: i) Have managed to finance at least one project in the last twenty-four months, through some financial participatory financing platform managed by one of the societies referred to in the preceding numeral 1.1. ii) Not have incurred defaults or delays in the payment of obligations derived from the financing of projects in the last twenty-four months, which are considered as delinquent operations according to the parameters established by the administrative society of the financial participatory financing platform in its collection manual. iii) Have at least four years of operations in the Republic of Peru, for the legal person. iv) Not have overdue debts for more than one hundred twenty (120) calendar days, or that have more than fifty percent (50%) of their debts with a classification category of doubtful, loss or equivalent, in any company of the financial system or in any risk center, national or foreign. This exception does not include countries or jurisdictions identified by the Financial Action Task Force as non-cooperative due to their risk related to money laundering and terrorist financing, with little banking supervision, or countries included in the list issued by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC)."

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"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 modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

"Article 25.- Additional services (...) 25.5. Provide a dissemination environment for the transfer of credit rights originated by loans or previously placed values, associated with Projects previously financed on the Platform, which in no case implies the constitution of a secondary trading mechanism or price formation of the values, as established in numeral 41.3 of article 41 of this Regulation. The dissemination environment cannot be used for the carrying out of buy-sell operations through the methods, procedures or mechanisms of internal functioning of the Platform that entail the celebration of contracts. In that sense, said environment does not constitute, under any circumstances, an internal operation matching system for the execution of orders of investors in a multilateral way. In the event that the transfer is made between investors registered on the Platform, and with the prior consent of both parties, the funds can be channeled through the accounts provided for in article 30 of this Regulation. To provide said service, the Administrative Society must have the express consent of the Recipient for the credit rights originated by loans or values to be disseminated for transfer. In said case, prior to dissemination, the information required in numeral 40.2 of article 40 or in numeral 41.2 of article 41 of the Regulation must be published through the Platform, as applicable, and kept updated during the validity of the dissemination of the credit rights originated by loans or values."

"Sole Complementary Final Provision Sole.- Representative of the Bondholders The Administrative Society may be designated as the representative of the bondholders in the issuances of debt securities offered through the Platform it administers, provided that it exercises the collection service of the obligations assumed by the Recipient, as established in numeral 25.1 of article 25 of the Regulation. To this effect, the Administrative Society must previously communicate to the SMV that it will act as the representative of the bondholders. What is established in the General Law of Societies and in Legislative Decree No. 861, insofar as applicable, shall apply to the Administrative Society acting as the representative of the bondholders."

Article 2.- Modify the summary, paragraph 2 of numeral 2.1 of article 2; paragraphs 1 and 2 of numeral 31.2 of article 31; numeral 35.12 of article 35; numeral 39.1 of article 39; paragraph 4 of numeral 40.2 of article 40 and

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 5 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

paragraph 6 of numeral 41.2 of article 41 of the Regulation of the Financial Participatory Financing Activity and its Administrative Companies, approved by Superintendent Resolution No. 045-2021-SMV/02 in accordance with the following texts:

"Article 2.- Definitions and acronyms 2.1. (...) 2. Legislative Decree No. 861: Legislative Decree No. 861, Law of the Securities Market, whose Unified Ordered Text was approved by Supreme Decree No. 020-2023-EF."

"Article 31.- Limits on financing and participation by Investor (...) 31.2 For this purpose, the Administrative Society must take into account the following maximum limits:

1. By Project Amount: Personal Projects cannot exceed fifty (50) UIT and their maximum financing term must not exceed three years. Business Projects cannot exceed five hundred (500) UIT. In the event that Administrative Societies include in their methodology, referred to in numeral 24.3 of article 24 of the Regulation, specific variables that allow identifying, selecting and classifying Recipients and Business Projects that request financing greater than five hundred (500) UIT, such as the proportion of the maximum financing amount to be requested with respect to the value of the Project, the existence of guarantees to be constituted and their proportion with respect to the amount to be financed or any other information that allows adequately evaluating said financing requests, in said cases, Business Projects may be up to one thousand (1,000) UIT.
2. By Amount Received by the Recipient: The natural person Recipient cannot receive an amount greater than one hundred (100) UIT as FPF, whether through Business and Personal Projects. Said limit extends to one thousand five hundred (1,500) UIT, in case the natural person Recipient requests financing for Business Projects referred to in the second paragraph of the preceding numeral 1. The legal person Recipient cannot receive an amount greater than seven hundred fifty (750) UIT as FPF. Said limit extends to one thousand five hundred (1,500) UIT, in case the legal person Recipient requests financing for Business Projects referred to in the second paragraph of the preceding numeral 1. In both cases, successive rounds of FPF can be requested, the total amount of which must not exceed said limits in the period of the previous twelve months. For the calculation of said amount, the balance of capital pending payment of Projects financed in said period must be taken into account. The limit of the amount received by the Recipient of the Business Projects referred to in the second paragraph of the preceding numeral 1 is up to one thousand five hundred (1,500) UIT. The limits indicated above are computed considering the total financing received by Projects."

"Article 35.- Prohibitions The Administrative Society is prohibited from: (...) 35.12 Offering or promoting Projects that are not developed in the territory of the Republic of Peru, even if they are offered by societies or Platforms constituted abroad linked to the Administrative Society; except for the exception established in the second paragraph of numeral 1.2 of article 1 of this Regulation."

"Article 39.- Projects 39.1 The Project must be developed entirely in the territory of the Republic of Peru, except for the exception provided for in the second paragraph of numeral 1.2 of article 1 of this Regulation. In no case do the resources collected by Recipients have as their objective the financing of third parties, nor, in particular, the granting of credits or loans."

"Article 40.- FPF of loans (...) 40.2 As a minimum, Platforms must disseminate the following information about the Project and Recipient (...) 4. In the case of Business Projects, the description of the Business Project to be financed, containing the model or business plan. If they are Business Projects to be developed outside the territory of the Republic of Peru, said business plan must include the risks of the internationalization process."

"Article 41.- FPF of values (...) 41.2 As a minimum, Platforms must disseminate the following information about the Project and Recipient: (...) 6. Description of the Business Project to be financed, containing the model or business plan. If they are Business Projects to be developed outside the territory of the Republic of Peru, said business plan must include the risks of the internationalization process."

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 7 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Article 3°.- Publish this resolution in the Official Journal El Peruano and on the Institutional Page of the Superintendency of the Securities Market of the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 4°.- This resolution will enter into force the day after its publication in the Official Journal El Peruano.

Register, communicate and publish.

Zósimo Juan Pichihua Serna Superintendent of the Securities Market