Resolution SMV No. 023-2025-SMV/01 Modifying the Regulation of Risk Rating Agencies

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 1 Electronic document digitally signed 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. 023-2025-SMV/01 Lima, November 25, 2025

SEEN: File No. 2025051085 and Joint Report No. 1688-2025-SMV/06/11/12 dated November 21, 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 Risk Rating Agencies, approved by Resolution SMV No. 032-2015-SMV/01 (hereinafter, Project);

CONSIDERING: That, pursuant to Article 1 of the Unified Text of the Organic Law of the Superintendency of the Securities Market, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Superintendency of the Securities Market – 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 letter a) of Article 1 of the Organic Law, the SMV has among its functions to issue 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. 032-2015-SMV/01, the Regulation of Risk Rating Agencies (hereinafter, ECR Regulation) was approved, which establishes the norms to which risk rating agencies authorized by the Superintendency of the Securities Market – SMV that categorize debt securities representative of public offerings, as well as their members, must adhere;

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 operating authorization procedure for risk rating agencies 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 provide their support;

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 2 Electronic document digitally signed 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

That, in compliance with the aforementioned norm and the Sole Complementary Transitional Provision of Supreme Decree No. 118-2019-PCM, the SMV submitted to the Multisectoral Commission for Regulatory Quality (hereinafter, CMCR) the normative project for the modification of the ECR Regulation. As a result of the Ex Ante RQA of the administrative procedures contained in the aforementioned normative project, the CMCR declared them suitable to proceed with the approval process, according to communication dated February 10, 2021 to the SMV;

That, subsequently, adjustments were made to the normative project in form and the information linked to the Principle of Legality in the RQA application was updated;

That, it is important to clarify that, although said validation was carried out in accordance with the regulatory framework in force at the time, specifically in Article 2 of Legislative Decree No. 1310, the Project complies with the principles of regulatory quality improvement contemplated in the Regulation of Legislative Decree No. 1565, Legislative Decree that approves the General Law for the Improvement of Regulatory Quality, approved by Supreme Decree No. 023-2025-PCM;

That, in this sense, in order to continue driving efforts oriented towards the improvement of regulatory quality, Articles 7, 8 and 9 of the ECR Regulation, referring to the operating authorization of risk rating agencies, are modified, as detailed below;

That, the data that the application must contain are grouped, such as identification of the representative, identity document, Taxpayer Registration Certificate (R.U.C), address, date of publication of the organization authorization resolution in the legal norms bulletin of the Official Gazette; generating a standardized structure of the application. Additionally, it is specified that it must be addressed to the General Superintendent of Conduct Supervision;

That, likewise, the reference to the list of manuals in Annex 1 of the ECR Regulation is replaced by the explicit mention of the names of the manuals that must be presented for the purposes of the procedure: i) Organization and functions manual; ii) Operational procedures manual; iii) Internal control system manual; iv) Information security plan;

That, it is specified that to accredit the minimum conditions of physical infrastructure, minimum technological capacity and human resources, a sworn declaration must be presented. Likewise, it is indicated that the compliance with these first two conditions will be verified by the General Superintendent of Conduct Supervision, prior to the granting of the operating authorization;

That, furthermore, the option is provided to the applicant to inform the receipt number of income in the Treasury or attach a voucher of the rights for the procedure. Likewise, the possibility of presenting the proof of payment instead of the digital certification services contract is incorporated, in accordance with Law No. 27269, Law of Digital Signatures and Certificates;

That, on the other hand, the thirty-business-day deadline to resolve the operating authorization application as a risk rating agency is maintained, specifying that said deadline is calculated from the day following its presentation, and that the procedure is not subject to renewal.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 3 Electronic document digitally signed 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

Additionally, the expression "restarts" is replaced by "continues" the calculation of the deadline, once the applicant has attended to the requirements formulated by the SMV;

That, additionally, Article 9 is modified, establishing that the organization authorization resolution issued by the SMV and the corresponding public deed of the draft minutes give rise to the inscription of the risk rating agency in the corresponding section of public registries;

That, as a consequence of these modifications, it is expected to optimize the administrative authorization procedure for the operating of risk rating agencies, through the reorganization and simplification of requirements, thereby reducing the administrative burden and improving competitiveness in the securities market; 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 Superintendency of the Securities Market, 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; numeral 2 of Article 9 of the Organization and Functions Regulation 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 met in its session of November 21, 2025;

IT IS RESOLVED: Article 1°.- Modify Articles 7, 8 and 9 of the Regulation of Risk Rating Agencies, approved by Resolution SMV No. 032-2015-SMV/01, in the following terms:

"Article 7.- Organization authorization and operating authorization The administrative procedure to obtain the organization authorization as Rating Agencies is governed by what is provided in the Common Norms to entities that require organization and operating authorization from the SMV, approved by Resolution SMV No. 039-2016-SMV/01 and its amendments. Within the validity period of the organization authorization, the organizers must request the SMV the operating authorization, presenting the following information and documentation:

7.1. Application addressed to the General Superintendent of Conduct Supervision, signed by the organizers in which the natural person who will legally represent them before the SMV is designated, indicating their identity document, address, telephone and email. Likewise, in said application, the following will be indicated: i) the date of publication of the organization authorization resolution in the legal norms bulletin of the Official Gazette; ii) the unique taxpayer registry number of the rating agency; iii) the name of the person who will serve as FCI; and iv) the address where the main headquarters and other offices where their activities will be developed will function.

7.2. Simple copy of the testimony of the public deed of social constitution, which must correspond with the information provided in the organization authorization application, and must contain the documentation supporting the contribution made. The amount of the initial social capital must be fully subscribed and paid in cash and for the minimum amount of S/ 400,000.00 (four hundred thousand and 00/100 soles), as indicated in Article 272 of the LMV and Article 20 of the Regulation.

7.3. Curriculum vitae of the directors, managers, attorneys, members of the Committee and other Members of the Rating Agency, detailing in the case of directors and managers that they have an academic degree linked to economic, financial, accounting or related subjects, or have performed, for a minimum period of four years, management, managerial or internal control functions and in the case of Committee members, that they comply with what is established in Article 29 of the Regulation.

7.4. Sworn Declaration of Members other than the organizers, with an age not greater than thirty calendar days, in which they indicate their address and declare that they are not subject to the impediments established in letters a), b), c) and d) of Article 274 of the LMV; and that they have no police, criminal or judicial records.

7.5. The following manuals: i) Organization and functions manual; ii) Operational procedures manual; iii) Internal control system manual; and iv) Information security plan. The aforementioned manuals must be prepared in accordance with what is indicated in Annex 1 of the Regulation, which must have the express approval of their Board of Directors.

7.6. Simple copy of the Code of Conduct prepared in accordance with what is indicated in Annex 2 of the Regulation, which must have the express approval of its Board of Directors.

7.7. Risk classification methodologies, according to what is established in the Regulation.

7.8. Classification categories and symbolism, according to what is established in the Regulation.

7.9. List and description of complementary activities that it intends to carry out, according to what is indicated in Article 17 of the Regulation.

7.10. Sworn declaration stating that it has in its main headquarters and, as appropriate, in each of its offices, the minimum conditions of physical infrastructure and technological capacity, established in Annexes 3 and 4 of this Regulation. Likewise, the compliance with said conditions may be verified by the General Superintendent of Conduct Supervision, or the body that acts in its place, prior to the granting of the operating authorization.

7.11. Sworn declaration indicating that it has the human resources that allow the normal development of its activities, attaching the list of people who will work for the Rating Agency.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 5 Electronic document digitally signed 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

7.12. Copy of the digital certification services contract signed with a Registration or Verification Entity or Certification Entity duly accredited according to the provisions of Law No. 27269, Law of Digital Signatures and Certificates and its regulations, or a simple copy of the proof of payment for the acquisition of the digital certification service.

7.13. Sworn Declaration stating that it currently complies with all the requirements that allowed the organization authorization to be granted.

7.14. Inform receipt number of Income in the Treasury of the SMV or attach copy of the deposit voucher in banks of the respective rights."

"Article 8.- Verifications and duration of the procedure The Superintendent of the Securities Market rules on the operating authorization application within a period of thirty days counted from the day following the presentation of the application. Said deadline is suspended for as many days as it takes to remedy the observations formulated by the SMV. Once the requirements of the SMV are satisfied, the calculation of the deadline continues for the Superintendent of the Securities Market to issue a ruling. This procedure is of prior evaluation with negative administrative silence and is not subject to renewal."

"Article 9.- Inscription in the RPMV and start of activities 9.1. The granting of the operating authorization implies the inscription of the Rating Agency in the RPMV.

9.2. With the granting of the organization authorization, the necessary acts must be carried out to elevate to public deed the draft minutes presented during the procedure, there must be conformity between said draft and the aforementioned deed.

9.3. The organization authorization resolution issued by the SMV and the public deed referred to in the preceding numeral give rise to the inscription of the Rating Agency in the corresponding section of the Registry of Legal Persons of the Public Registries.

9.4. The Rating Agency must publish the organization authorization and operating authorization resolutions in the Official Gazette, within a period of thirty days counted from the day following their notification.

9.5. The Rating Agency may only start activities after its representative presents before the SMV a sworn declaration, indicating the number of the entry in which it is registered in the Public Registries; as well as the sworn declarations of its Members, with an age not greater than thirty calendar days, in which it is stated that they are not subject to the impediment indicated in Article 274, letter e), of the LMV, in the prohibition indicated in Article 5, numeral 5.3, of the Regulation, and comply with the exclusive dedication requirement referred to in Article 5, numeral 5.2, of the Regulation."

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market

"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 6 Electronic document digitally signed 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

Article 2°.- Publish this resolution in the Official Gazette El Peruano and on the Institutional Page of the Superintendency of the Securities Market – SMV, on the Single Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 3°.- This resolution will enter into force the day following its publication in the Official Gazette El Peruano.

Register, communicate and publish.

Zósimo Juan Pichihua Serna Superintendent of the Securities Market