Lima, 06 July 2016

S.B.S. Resolution No. 3716 - 2016

The Superintendent of Banking, Insurance and Private Pension Fund Administrators

WHEREAS:

That, by Legislative Decree No. 1196, the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance – Law No. 26702 and its amending provisions, hereinafter the General Law, as well as the Law regulating the Real Estate Capitalization Contract – Law No. 28364, were amended;

That, in paragraph 2.1 of article 2 of Law No. 28364, amended by Legislative Decree No. 1196, it is stated that the activity of real estate capitalization companies (ECI) consists of carrying out real estate promotion, purchasing and/or building properties for housing and, in relation to such properties, entering into real estate capitalization contracts with clients, delivering the corresponding property in lease to the client, and that such companies are supervised by this Superintendency;

That, in paragraph 5.1 of article 5 of Law No. 28364 amended by Legislative Decree No. 1196, it is established that the real estate capitalization contract, which finances the client's access to the use of a property to be used for housing, may be entered into by multiple operations companies or ECI;

That, article 295 of the General Law provides that it corresponds to this Superintendency to issue the rules regulating the various matters related to real estate capitalization companies and their operations;

That, the Fourth Final Complementary Provision of Legislative Decree No. 1196 establishes that this Superintendency must issue, within the scope of its powers, the provisions necessary for the best application of said Legislative Decree;

That, the Second Final Complementary Provision of the Regulation of Legislative Decree No. 1196 approved by Supreme Decree No. 051-2016-EF provides that the Superintendency of Banking, Insurance and AFP within its scope of competence establish the complementary regulations for the regulation of the real estate capitalization contract;

That, by SBS Resolution No. 257-2005 the Regulation of Real Estate Capitalization Companies was approved;

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

That, by SBS Resolution No. 11356-2008 and its amending provisions the Regulation for the Evaluation and Classification of the Debtor and the Requirement of Provisions was approved;

That, by SBS Resolution No. 895-98 and its amending provisions, the Accounting Manual for Companies of the Financial System was approved;

That, it is necessary to amend the Regulation of Real Estate Capitalization Companies approved by SBS Resolution No. 257-2005, in order to adapt it to the provisions of Law No. 28364 amended by Legislative Decree No. 1196, as well as to the provisions of the Regulation of Legislative Decree No. 1196 approved by Supreme Decree No. 051-2016-EF;

That, it is necessary to make amendments to the Regulation for the Evaluation and Classification of the Debtor and the Requirement of Provisions, as well as to the Accounting Manual for Companies of the Financial System, in order to adapt them to the new Regulation approved by this Resolution;

With the approval of the Deputy Superintendencies of Banking and Microfinance, of Risks, of Economic Studies, of Market Conduct and Financial Inclusion and of Legal Advice; and,

In use of the powers conferred by article 295 and by numerals 7, 9 and 13 of article 349 of the General Law, as well as in accordance with the provisions of the Fourth Final Complementary Provision of Legislative Decree No. 1196 and the Second Final Complementary Provision of the Regulation of Legislative Decree No. 1196 approved by Supreme Decree No. 051-2016-EF;

RESOLVES:

Article 1.- To approve the Regulation of Real Estate Capitalization and Real Estate Capitalization Companies, which forms an integral part of this Resolution:

“REGULATION OF REAL ESTATE CAPITALIZATION AND REAL ESTATE CAPITALIZATION COMPANIES

CHAPTER I GENERAL PROVISIONS

Article 1.- Scope

The Regulation is applicable to multiple operations companies included in literal A of article 16 of the General Law and to real estate capitalization companies (ECI), defined in article 295 of the General Law and in article 2 of the Law regulating the Real Estate Capitalization Contract, Law No. 28364 amended by Legislative Decree No. 1196, hereinafter the companies.

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Article 2.- Definitions

For purposes of this Regulation, consider the following definitions:

a) Restituted assets: assets whose possession is recovered by the companies as a consequence of the resolution of real estate capitalization contracts.

b) Client: User with whom the company maintains a commercial relationship originated by the celebration of a real estate capitalization contract, and who complies with the requirements established in article 6 of Law No. 28364.

c) Code: Consumer Protection and Defense Code, Law No. 29571 and its amending provisions.

d) FUCI: Single Real Estate Capitalization Form.

e) Law No. 28364: Law regulating the Real Estate Capitalization Contract and its amending provisions.

f) General Law: General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance, Law No. 26702 and its amending provisions.

g) Transparency Regulation: The Regulation of Transparency of Information and Contracting with Users of the Financial System, approved by SBS Resolution No. 8181-2012 and its amending provisions.

h) Superintendency: Superintendency of Banking, Insurance and Private Pension Fund Administrators.

i) User: Natural person who acquires, uses or enjoys a real estate capitalization transaction, or who could potentially use it, and who is defined as such, in accordance with the provisions of the Code.

j) Housing: in accordance with subsection d of article 3 of the Regulation of Legislative Decree No. 1196 approved by Supreme Decree No. 051-2016-EF.

CHAPTER II REAL ESTATE CAPITALIZATION TRANSACTION

Article 3.- Real estate capitalization transaction

The real estate capitalization transaction is a financing mechanism granted to the client so that they may access the use of a property for housing purposes. It involves the payment of periodic installments made up of: the lease, the contributions to the individual capitalization that the client makes, among others; and it contemplates the option to purchase the asset at an agreed value, which must be covered with the individual capitalization.

The portion of the periodic installment payment corresponding to the lease of the property, which includes the agreed interest, is considered as reimbursement for the financing received by the client.

Article 4.- Individual capitalization

The companies included within the scope of this regulation authorized to raise funds from the public must maintain deposit accounts in the name of each client, in which the periodic payments made by each client that constitute contributions to the individual capitalization are accumulated. The client's individual capitalization may be subject to the payment of interest when such possibility is established in the real estate capitalization contract.

The companies included within the scope of this regulation not authorized to raise funds from the public must maintain accounts in the name of each client, which do not have the nature of deposit accounts, in which the periodic payments made by each client that constitute contributions to the individual capitalization are accumulated. The client's individual capitalization may be

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subject to the payment of interest when such possibility is established in the real estate capitalization contract.

The companies referred to in the preceding paragraph must constitute, in their name, immediately available deposits that generate interest in multiple-operation companies authorized to take deposits, with which they do not maintain debt and which are classified in category “A+”, in accordance with the provisions of the Regulation for the Classification of Companies of the Financial System and Companies of the Insurance System, approved by SBS Resolution No. 18400-2010, for one hundred percent (100%) of the periodic payments made by each client that constitute contributions to the individual capitalization and for the interest in the event that its recognition has been agreed. The Superintendency may require the diversification of the aforementioned deposits in more than one company.

Article 5.- Provision for impairment

For any property that has not yet been delivered to the client in a real estate capitalization transaction, the company must constitute provisions for the difference between the book value and its market value.

The market value to be considered shall be the net realizable value. The determination of the net realizable value must be made at least at the close of each annual period, following the provisions established in numeral 3 of Chapter IV of the Regulation for the Evaluation and Classification of the Debtor and the Requirement of Provisions, approved by SBS Resolution No. 11356-2008 and its amending norms.

The provisions required for repossessed assets shall be made in accordance with the provisions of the Regulation for the Treatment of Foreclosed and Recovered Assets, giving them the same treatment as recovered real estate.

After the first repossession, for real estate that is repossessed again, the companies must constitute provisions for an amount equivalent to one hundred percent (100%) of the book cost of said assets, at the time of repossession.

CHAPTER III CONTRACTING OF REAL ESTATE CAPITALIZATION TRANSACTIONS

Article 6.- Information provided prior to the execution of the Real Estate Capitalization Contract

The companies must provide the client with all pertinent information that they request prior to the execution of the real estate capitalization contract.

The provision of the aforementioned information involves the delivery of the FUCI when it is required. “Information prior to the execution of the contract” is understood as that which is provided to the client before and during the period it takes for the client and the company to execute it. When the information refers to an offer that has a determined validity period, this circumstance shall be indicated, as well as its conditions.

Article 7.- FUCI

7.1 The FUCI contains the real estate capitalization contract, which is executed in writing, and in which all the rights and obligations corresponding to the client and the company are recorded,

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including the annexes that establish specific stipulations inherent to the real estate capitalization transaction that is the object of the agreement.

7.2 The real estate capitalization contract, in addition to what is indicated in numeral 6.1 of article 6 of the Regulation of Legislative Decree No. 1196 approved by Supreme Decree No. 051-2016-EF, must contain, at a minimum, the following terms and conditions:

a) The client must use the property exclusively for housing purposes.

b) The client's obligation to timely pay the periodic installment and other concepts agreed within the term and place agreed.

c) Specification of the insurance policies that must be contracted by the client and the company's power to contract them on behalf of or at the expense of the client, if the client does not do so within the period established for such purpose.

d) Client's responsibility for damages that may be caused to the real property from the moment it is received from the company. The company assumes no responsibility for the suitability and characteristics of the property, as it has been chosen by the client, except in those cases in which the company is responsible for the construction of the property.

e) The circumstances under which the client may exercise the purchase option, the form or forms in which the payment may be made, as well as the price of the purchase option.

f) If the client does not exercise the purchase option, the manner provided for the company to refund the amount corresponding to the provision for the payment of taxes together with the individual capitalization, without prejudice to the client having to return the Bono de Buen Pagador or the Bono Familiar Habitacional that they may have received, as established in article 5-C of Law 28364.

g) Conditions applicable for the client to assign their position in the FUCI to a third party.

h) The grounds and effects of the termination and conclusion of the FUCI.

i) Agreement to resort to arbitration for dispute resolution, if so decided.

j) The term and conditions for the withdrawal of the real estate capitalization.

k) If the financing is made with resources from the Fondo Mivivienda, the conditions under which the client may be a beneficiary of the Bono del Buen Pagador or the Bono de Financiamiento Habitacional administered by the Fondo Mivivienda must be considered.

Article 8.- Approval of general contracting clauses

The Transparency Regulation determines those general contracting clauses that must be submitted for prior approval by the Superintendency, as well as the procedure to be applied for such purpose. Modifications that companies wish to make regarding the content of previously approved general contracting clauses must also be subject to approval by the Superintendency, considering the provisions of the Transparency Regulation.

Article 9.- Summary Sheet

The company must provide the client, as part of the FUCI, with a summary sheet showing the composition of the periodic installment, the default interest rate or penalty applicable in case of non-compliance as applicable, the commissions and expenses that will be borne by the client, and summarizing some of the obligations undertaken by the client and/or the company that are relevant to both parties. However, its delivery to the client does not exempt the company from incorporating into the FUCI the clauses that regulate the rights and obligations of the contracting parties and other provisions referred to in article 7.

The parties shall sign the FUCI, including the summary sheet, in duplicate, with one copy remaining in the company's possession as proof of its delivery to the client.

SUPERINTENDENCY OF BANKING, INSURANCE AND AFP Republic of Peru

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

The summary sheet must contain, at a minimum, the following information:

a) The amount subject to financing. It must be indicated that, even, the financing might not be granted as a result of the credit evaluation.

b) The currency in which the financing is agreed and the term set by the parties.

c) The effective annual compensatory interest rate that will be applied to the portion of the installment corresponding to the lease of the property, indicating whether it is fixed or variable. If it is a variable rate, the criterion for its determination and the timing when the installments will be recalculated must be indicated.

d) The effective annual default interest rate or penalty applicable in case of non-compliance.

e) The periodic installment, broken down considering: i. the portion of the installment corresponding to the financing according to literal p), ii. The contribution for the maintenance of the property borne by the client and other complementary components, iii. the contribution for individual capitalization and iv. the amount applicable for taxes. As well as its periodicity and payment date.

f) The effective annual compensatory interest rate that will be applied to the contribution to individual capitalization, if applicable according to what has been agreed, indicating whether it is fixed or variable. If it is a variable rate, the criterion for its determination must be indicated.

g) The provision for the payment of taxes as established in numeral 14.1 of article 14 of Law No. 28364.

h) The total amount of interest to be paid for the contribution to individual capitalization, if applicable according to what has been agreed, the cut-off dates for its payment and the timing at which the client may dispose of them if such disposition has been agreed.

i) The amount and detail of the commissions and expenses transferred to the client, if any. The commissions must be presented according to the categories and/or denominations that the Superintendency determines by general rule. In the case of insurance, the amount of the premium, the name of the insurance company issuing the policy, and the policy number, if applicable, must be informed.

j) The circumstances under which the client may exercise the purchase option, the form or forms in which the payment may be made, as well as the price of the purchase option.

k) If the client does not exercise the purchase option, the manner provided for the company to refund the amount corresponding to the provision for the payment of taxes together with the individual capitalization, without prejudice to the client having to return the Bono de Buen Pagador or the Bono Familiar Habitacional that they may have received, as established in article 5-C of Law 28364.

l) The right to exercise the purchase option before the date agreed for such exercise, considering the payment for the option, the total amount of the periodic installments due, deducting unaccrued interest, unless otherwise agreed by the parties, and the commissions and expenses derived from the contractual clauses agreed between the parties, without any commissions, expenses or penalties of any kind or charges of a similar nature or effect being applicable.

m) The scope and specific obligations of the guarantees and other securities, if any.

n) If a guarantee is granted in favor of the company, it must be expressly indicated whether the guarantee's backing is limited to the contracted transaction or extends to other obligations the client maintains with the company.

o) All benefits agreed for the timely or early payment of the credit.

p) The concepts that make up the periodic installment, which correspond to the financing, which must be presented disaggregated in a payment schedule, according to the agreed conditions. The payment schedule must contain the following:

1. The number of installments or payments to be made for financing, disaggregating the concepts that make up the installment: i) the portion of the installment destined for payment for the lease of the property and the amount for interest applicable to

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the transaction under the installment system and ii) the amount applicable for commissions and expenses transferred to the client.

2. The total amount to be paid, which must be equal to the sum of the principal amount, the interest amount, the amount of commissions and expenses transferred to the client.

3. The TCEA applicable to the financing.

Article 10.- Periodic information to Clients

The company must send the client monthly information on the periodic installment, broken down considering: i. the part of the installment corresponding to the financing in accordance with literal p) of article 9, ii. the contribution for the maintenance of the property by the client and other complementary components, iii. the contribution for individual capitalization and iv. the amount applicable for taxes, indicating those periodic installments covered and those pending.

The company must give the client the possibility to choose the receipt of the aforementioned information through one or both of the following mechanisms:

a) Physical means (sending to the address indicated by the client).

b) Electronic means (by presenting said information through the website, email, among others).

The choice made by the client must be recorded in a medium that allows proving said choice.

Article 11°.- Contractual modifications

Contractual modifications are governed by the provisions of the Transparency Regulation; the modification of any of the provisions referring to the periodic installment must proceed with the sending of disaggregated information on the new composition of said installment, including a new payment schedule.

CHAPTER IV REAL ESTATE CAPITALIZATION COMPANIES

Article 12.- Corporate purpose

The ECI are companies of the financial system whose corporate purpose consists of carrying out real estate promotion, buying and/or building properties for housing purposes, and, in relation to such properties, carrying out real estate capitalization operations.

The ECI must be incorporated in the country and have the corporate form of a public limited company, in accordance with the provisions of article 12 of the General Law.

Article 13.- Incorporation

The process for the incorporation of ECI is governed by the pertinent provisions contained in the Regulation for the Incorporation, Reorganization and Establishment of Companies and Representatives of the Financial and Insurance Systems, approved by SBS Resolution No. 10440-2008.

The ECI shall be incorporated observing the minimum capital established in article 16 of the General Law, which must be kept updated in accordance with the provisions of article 18 of the General Law.

Article 14.- Permitted operations

SUPERINTENDENCY OF BANKING, INSURANCE AND AFP Republic of Peru

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

The ECI may carry out the following operations in addition to those contemplated in articles 2 and 4 of Law No. 28364:

a) Issue bonds, in national or foreign currency, including ordinary, convertible and subordinated bonds of various types and in various currencies, as well as promissory notes and other instruments representing obligations.

b) Acquire, hold and sell equity instruments traded in any centralized negotiation mechanism, and debt instruments in accordance with the rules issued by the Superintendency.

c) Acquire, hold and sell shares of companies whose purpose is to provide complementary or auxiliary services to the ECI and/or their subsidiaries.

d) Acquire, hold and sell, as a participant, participation certificates in mutual funds and investment funds.

e) Buy, hold and sell securities representing public debt, internal and external, as well as obligations of the Central Bank.

f) Buy, hold and sell bonds and other securities issued by multilateral credit organizations of which the country is a member.

g) Buy, hold and sell securities representing the debt of foreign governments in accordance with the rules issued by the Superintendency.

h) Operate in foreign currency.

i) Acquire the real estate, furniture and equipment necessary for its activity.

j) Buy, hold and sell gold.

k) Act as trustor of trusts regulated by the General Law.

l) Act as originator in securitization processes in accordance with the Single Ordered Text of the Securities Market Law and the provisions issued by the Superintendency of the Securities Market.

m) Other operations necessary for the fulfillment of its corporate purpose.

Article 15.- Real estate built by third parties

In cases where the ECI entrust the construction of real estate subject to real estate capitalization contracts to third parties, they must carry out a diligent evaluation of the contracted construction companies and assume responsibility for monitoring the progress of the works.

The ECI must request from the constructor the necessary guarantees to back the existence, completion and delivery of the real estate that will be delivered in lease to the clients. Likewise, the responsibilities and/or penalties of the construction companies must be defined in the contracts in case of delay in the delivery of the works or in case the works are not completed.

Article 16.- Credit risk management

The rules issued by the Superintendency on evaluation and classification of the debtor and provisioning requirements are applicable to the ECI, for credit risk management, for credit foreign exchange risk management, for country risk management, for over-indebtedness risk management of retail debtors, as well as for the treatment and provisions of foreclosed and recovered assets.

Article 17.- Financing contracts with credit portfolio guarantee

The Regulation of Financing Contracts with Credit Portfolio Guarantee, approved by SBS Resolution No. 1027-2001 and its amending rules, is applicable to the ECI.

SUPERINTENDENCY OF BANKING, INSURANCE AND AFP Republic of Peru

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

Article 18.- Transactions with related parties

The Prudential Rules for Transactions with Related Parties to Financial System Companies, approved by SBS Resolution No. 472-2006 and its amending rule, are applicable to the ECI.

Article 19.- Global and individual limits

The limits indicated in Chapter II of Title II of Section Two of the General Law are applicable to the ECI.

Article 20.- Investment in Instruments Traded Through Non-Centralized Negotiation Mechanisms

The ECI must adhere to the provisions of the Rules for Investment in Instruments Traded Through Non-Centralized Negotiation Mechanisms approved by SBS Resolution No. 964-2002 and its amending rules.

Article 21.- Financial information

The ECI must record their operations in accordance with the Accounting Manual for Financial System Companies approved by SBS Resolution No. 895-98 and its amending rules.

Article 22.- Complementary information

The ECI must submit to the Superintendency the following Annexes and Reports:

Annex No. 4-A - Foreclosed, recovered and restituted assets

Annex No. 4-B - Information on sale, delivery in financial lease or delivery in real estate capitalization of foreclosed, recovered or restituted assets

Annex No. 5 - Report on Classification of Debtors and Provisions

Annex No. 5-A - Summary of Countercyclical Provisions

Annex No. 5-B – Report on Classification of Debtors and Provisions – Transfer of Credit Portfolio

Annex No. 5-C – Report on Classification of the portfolio transferred in trust

Annex No. 5-C’ - Summary of Countercyclical Provisions for the portfolio transferred in trust

Annex No. 5-D - Report on Classification of Debtors of the Credit Portfolio that backs financings or credit lines

Annex No. 6 - Credit Report of Debtors

Annex No. 7-B - Measurement of Interest Rate Risk – Equity Value at Risk

Annex No. 9 - Positions Subject to Foreign Exchange Risk

Annex No. 12-I - Control of Instruments Representing Capital

Annex No. 12-II - Control of Subordinated Debt

Annex No. 16-A - Liquidity Table by Maturity Terms and Indicators

Annex No. 16-B - Stress Scenario Simulation and Contingency Plan

Report No. 1 – Transfer of Shares of Financial System Companies

Report No. 2-A1 - Assets and Contingents Weighted by Credit Risk – Standard Method

Reports No. 2-B – Effective Equity Requirement for Market Risks

Report No. 2-C - Effective Equity Requirement for Operational Risk

Report No. 2-D - Effective Equity Requirement for Credit, Market and Operational Risks and Calculation of the Global Limit referred to in the first paragraph of article 199° and the Twenty-Fourth Transitory Provision of the General Law

Report No. 3 – Effective Equity

Reports No. 4 - Additional Effective Equity Requirement

Report No. 13 - Control of Global and Individual Limits applicable to Financial System Companies

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Report No. 14 - Credits According to Days of Non-Compliance Report No. 19 – Information on the Economic Group of the Company Report No. 19-A – Information on Members of the Economic Group of the Company Reports No. 21 - Financings to Related Parties of the Company Report No. 23 - Exposure to Country Risk Report No. 25 - Information on Transfer of Credit Portfolio, Write-offs and Forgiveness of Credits Report No. 25-A - Detail of Transfers of Credit Portfolio (Direct and Indirect) Made During the Quarter Report No. 34 - Adjusted Effective Equity - Assets and Contingents Weighted by Total Adjusted Risk Claim Report No. RR1 – Information on Claims Received from Users Claim Report No. RR3 – Detail of Other Channels, Other Operations – Services - Products and Other Reasons for Claim

The Forms, Annexes and Reports indicated above must be sent to the Superintendency via SUCAVE and/or in printed form, in the cases indicated by Circular N° B-2108-2002, F-0447-2002, CM-0294-2002, EAF-0206-2002, CR-0163-2002, EDPYME-0092-2002, FOGAPI-0011-2002, ESF-001-2002 and their updates, and taking into account the provisions of Resolution SBS N° 1270-2007.

The Superintendency may request, by Official Letter, additional information to that indicated above, if it considers it convenient for the purposes of its supervision and control work.

Article 23.- Dissolution and Liquidation

In the event that the ECI is subject to forced liquidation, the assets and liabilities linked to real estate capitalization operations shall be excluded from the estate, and shall be transferred to another company. For these purposes, the Superintendency shall endeavor to ensure that among the transferred assets and liabilities there is the smallest absolute difference between their respective book values, in accordance with the provisions of numeral 2 of article 118 of the General Law.

The dissolution and liquidation of ECIs shall be governed by the provisions contained in Title VII of Section One of the General Law and the complementary rules issued by the Superintendency.

Article 24.- Other applicable regulations

The provisions contained in the General Law referring to companies of the financial system are applicable to ECIs, to the extent pertinent.

ECIs are subject, to the extent pertinent, to any rule or provision issued by the Superintendency that refers to them in its scope or that is applicable to companies of the financial system, to companies included in article 16 of the General Law or to specialized companies included in literal B of article 16 of the same Law.

FINAL AND COMMENTARY PROVISIONS

First.- Application of the Transparency Regulation

The Transparency Regulation is applicable on a supplementary basis insofar as it does not conflict with the provisions contained in this Regulation and Law 28364.

Second.- Sale of the property
The provisions contemplated in this norm develop the aspects inherent to the real estate capitalization operation and do not eliminate the requirements incumbent upon companies within the framework of the provisions of the Consumer Protection and Defense Code, Law N° 29571 and its amending norms, regarding the information referred to the property, in the event the client exercises the purchase option.”

Article 2.- Amend the Regulation for the Evaluation and Classification of the Debtor and the Requirement of Provisions, approved by Resolution SBS N° 11356-2008 and its amending norms, in the following terms:

1. Replace literal b) of numeral 4.8 “Mortgage Loans for Housing” of Chapter I, in accordance with the following text:

“b) The receivables arising from real estate capitalization contracts.”

Article 3.- Amend the Accounting Manual for Companies of the Financial System, hereinafter Accounting Manual, in accordance with Annex 1 attached to this norm.

Article 4.- This Resolution enters into force on 1 September 2016, from which date the Regulation of Real Estate Capitalization Companies approved by Resolution SBS N° 257-2005 shall be without effect.

Register, communicate and publish.

JAVIER MARTÍN POGGI CAMPODÓNICO
Superintendent of Banking, Insurance and
Private Administrators of Pension Funds (e)

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

ANNEX 1

AMENDMENTS TO THE ACCOUNTING MANUAL

I. Amend Chapters III “Chart of Accounts” and IV “Description and Dynamics of Accounts” of the Accounting Manual, in the following terms:

1. Eliminate from item 14 “Loans”, the following analytical accounts and analytical subaccounts, as well as their description:

1401.02.07	Real estate capitalization
1401.07.07	Real estate capitalization
1401.08.07	Real estate capitalization
1401.10.07	Real estate capitalization
1401.11.07	Real estate capitalization
1401.12.07	Real estate capitalization
1401.13.07	Real estate capitalization
1403.02.07	Real estate capitalization
1403.07.07	Real estate capitalization
1403.08.07	Real estate capitalization
1403.10.07	Real estate capitalization
1403.11.07	Real estate capitalization
1403.12.07	Real estate capitalization
1403.13.07	Real estate capitalization
1404.02.07	Real estate capitalization
1404.07.07	Real estate capitalization
1404.08.07	Real estate capitalization
1404.10.07	Real estate capitalization
1404.11.07	Real estate capitalization
1404.12.07	Real estate capitalization
1404.13.07	Real estate capitalization
1405.02.07	Real estate capitalization
1405.02.19.07	Real estate capitalization
1405.02.22.07	Real estate capitalization
1405.07.07	Real estate capitalization
1405.07.19.07	Real estate capitalization
1405.07.22.07	Real estate capitalization
1405.08.07	Real estate capitalization
1405.08.19.07	Real estate capitalization
1405.10.07	Real estate capitalization
1405.10.19.07	Real estate capitalization
1405.10.22.07	Real estate capitalization
1405.11.07	Real estate capitalization
1405.11.19.07	Real estate capitalization
1405.11.22.07	Real estate capitalization
1405.12.07	Real estate capitalization
1405.12.19.07	Real estate capitalization
1405.12.22.07	Real estate capitalization
1405.13.07	Real estate capitalization
1405.13.19.07	Real estate capitalization
1405.13.22.07	Real estate capitalization
1406.02.07	Real estate capitalization

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

1406.02.19.07	Real estate capitalization
1406.02.22.07	Real estate capitalization
1406.07.07	Real estate capitalization
1406.07.19.07	Real estate capitalization
1406.07.22.07	Real estate capitalization
1406.08.07	Real estate capitalization
1406.08.19.07	Real estate capitalization
1406.10.07	Real estate capitalization
1406.10.19.07	Real estate capitalization
1406.10.22.07	Real estate capitalization
1406.11.07	Real estate capitalization
1406.11.19.07	Real estate capitalization
1406.11.22.07	Real estate capitalization
1406.12.07	Real estate capitalization
1406.12.19.07	Real estate capitalization
1406.12.22.07	Real estate capitalization
1406.13.07	Real estate capitalization
1406.13.19.07	Real estate capitalization
1406.13.22.07	Real estate capitalization

2. Amend item b) of numeral 2.3 of the section “Classification” of the description of item 14 “Credits”, in accordance with the following:

“b) The receivables arising from real estate capitalization contracts.”

3. Replace the fourth paragraph of the description of analytical accounts 1401.02.11 “Financial leasing” and 1401.02.12 “Lease - back”, with the following:

“Treatment of financial leasing transactions

(…)

The financial leasing installment(s) shall become overdue after thirty (30) calendar days of non-compliance, and after ninety (90) calendar days of non-compliance the entire credit shall be considered overdue. Likewise, recognition of income is suspended for the entire credit after thirty (30) days of non-compliance of the installment(s), reversing those accrued income not collected. Additionally, accrued income in suspense must be recorded in account 8104 “Income from credits and income in suspense” and in item 82 “Contra account of debtor memorandum accounts”. If the termination of the financial leasing contract for real estate intended for housing referred to in Legislative Decree No. 1177 occurs before ninety (90) calendar days of non-compliance of the installment(s), the entire credit shall be considered overdue as of the termination of the contract.”

4. Incorporate the following description of analytical account 1401.04.07 “Real estate capitalization”:

“In this analytical account the outstanding amount of the cash price of the real estate in real estate capitalization contracts is recorded.

The accounting record of the transactions is made at the cash price of the real estate defined in the Law that regulates the Real Estate Capitalization Contract - Law No. 28364 and its amending norm, crediting in analytical account 1601.02.01 “Assets for Placement” the value of the asset.

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

The installment(s) of the real estate capitalization contract shall become overdue after thirty (30) calendar days of non-compliance, and after ninety (90) calendar days of non-compliance the entire credit shall be considered overdue. Likewise, recognition of income is suspended for the entire credit after thirty (30) days of non-compliance of the installment(s), reversing those accrued income not collected. Additionally, accrued income in suspense must be recorded in account 8104 “Income from credits and income in suspense” and in item 82 “Contra account of debtor memorandum accounts”. If the termination of the real estate capitalization contract occurs before ninety (90) calendar days of non-compliance of the installment(s), the entire credit shall be considered overdue as of the termination of the contract.

Until the restitution of the asset occurs, the terminated real estate capitalization contracts must remain accounted for in the corresponding accounts of item 14 “Credits”. When the asset is physically available, it shall be recorded as a realizable asset in analytical account 1601.02.02 “Restituted Assets” at the outstanding value of the credit or at the net realizable value, whichever is lower, eliminating the credit from the accounting records, regardless of the collection claim to be filed. If the outstanding balance of the credit is greater than the value of the restituted asset, the difference shall be recognized as a loss provided there are no probabilities of recovery.”

5. Replace the fourth paragraph of the description of account 1405 “Overdue Credits”, with the following:

(…) “In the case of consumer credits (revolving and non-revolving) and mortgage for housing, a staggered treatment is followed for the consideration of overdue credit: after thirty (30) calendar days of not having paid on the agreed date, only the unpaid portion shall be considered overdue; whereas after ninety (90) calendar days of non-compliance in any of the agreed installments, the entire debt shall be considered overdue. The same treatment shall apply to financial leasing transactions and real estate capitalization contracts, regardless of the type of credit. If the termination of the financial leasing contract for real estate intended for housing referred to in Legislative Decree No. 1177 or of the real estate capitalization contract occurs before ninety (90) calendar days of non-compliance of the installment(s), the entire credit shall be considered overdue as of the termination of the contract.”

6. Replace the name of subaccount 1507.06 of item 15 “Accounts Receivable”, with the following:

1507.06	Right to collect complementary concepts contemplated in the financial lease or real estate capitalization fee

7. Incorporate as the description of subaccount 1507.06 of item 15 "Accounts Receivable", the following:

"This subaccount records the complementary rights of the fee indicated in article 7 of the Legislative Decree that establishes the promotion regime for housing leasing – Legislative Decree No. 1177, as well as in article 8 of the Law that regulates the Real Estate Capitalization Contract – Law No. 28364 and its amending norm."

Los Laureles Nº 214 - Lima 27 - Perú Tel.: (511)6309000 Fax: (511) 6309239

8. Replace the section of the description of account 1601 "Realizable Assets" corresponding to "Real estate capitalization contract", with the following:

"Real estate capitalization contract At the time the real estate capitalization contract takes effect, it shall be accounted for in accordance with the provisions of the description of analytical account 1401.04.07 "Real Estate Capitalization", recording in the corresponding accounts of item 14 "Credits".

Assets destined for real estate capitalization contracts that were not placed shall be subject to a provision for impairment until reaching their market value. The market value to be considered shall be the net realizable value."

9. Replace the section of the description of account 1601 "Realizable Assets" corresponding to "Provision for restituted assets", with the following:

"Provision for restituted assets The provisions required for restituted assets shall be made in accordance with the provisions of the Regulation for the Treatment of Adjudicated and Recovered Assets, giving them the same treatment as recovered real estate.

After the first restitution, for real estate that is restituted again, multiple operations companies or ECI must constitute provisions for an amount equivalent to one hundred percent (100%) of the book cost of said assets, at the time of restitution."

10. Replace the denomination of subaccount 1601.02 with the following: "Assets for real estate capitalization".

11. Replace the first paragraph of the section "Initial Recognition" and the section "Provisions for assets received in payment and adjudicated" of the description of account 1602 "Assets Received in Payment and Adjudicated", with the following:

"Initial Recognition This account records the amount of movable and immovable assets, received in payment or adjudicated in compensation for outstanding balances of credits and rights and other receivables of the company, in accordance with legal prescriptions and norms of this Superintendency. (…)

Provisions for assets received in payment and adjudicated For assets received in payment and adjudicated for debt recovery that remain in the possession of the company, the provision established in the Regulation for the Treatment of Adjudicated and Recovered Assets must be constituted."

12. Replace the denomination of account 1609 with the following "(Provisions for Realizable Assets, Received in Payment, Adjudicated and Non-Current Assets Held for Sale)".

Los Laureles Nº 214 - Lima 27 - Perú Tel.: (511)6309000 Fax: (511) 6309239

13. Replace the description of account 1609 "(Provisions for Realizable Assets, Received in Payment, Adjudicated and Non-Current Assets Held for Sale)", with the following:

"This account records the provision constituted by the company in order to cover the impairment of realizable assets, assets received in payment and adjudicated and non-current assets held for sale, whether due to loss or decrease in price, use, obsolescence, deterioration or reduction of their market value. It includes the provision for realizable assets and assets received in payment and adjudicated, in accordance with the provisions of the General Law and complementary norms."

14. Eliminate analytical accounts 1609.01.01, 1609.01.02, 1609.02.01 and 1609.02.02. The balances of analytical accounts 1609.01.01 and 1609.02.01 must be transferred to subaccounts 1609.01 and 1609.02 respectively.

15. Amend the name of accounting subaccounts 1609.01 and 1609.02 to the following:

1609.01	(Provision for realizable goods)
1609.02	(Provision for goods received in payment and foreclosed)

16. Replace the dynamics of account 1609 "(Provisions for Realizable, Received in Payment, Foreclosed and Non-Current Assets Held for Sale)" with the following:

DYNAMICS

• DEBITS: - For the reversal of excessive or undue accumulated provisions.

• For the reduction of the accumulated provision when a disposal occurs or the asset is transferred for the company's use.

• For the accumulated provision when the goods are sold, taking into account the provisions of current regulations.

• CREDITS: - For the constitution of the provisions corresponding to the period.

  17. Replace the name of account 1805 with the following "Goods Received under Financial Leasing".

  18. Replace the description of account 1805, now called "Goods Received under Financial Leasing", with the following:

"This account records the goods received by the company under financial leasing to be used in the development of its activities."

19. Eliminate analytical accounts 1805.01.01 and 1805.01.02. The balance of analytical account 1805.01.01 must be transferred to subaccount 1805.01.

20. Amend the name of subaccount 1805.01 to "Real estate received under financial leasing".

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

21. Replace the dynamics applicable to accounts: 1801,1802, 1803, 1804, 1805, 1806 and 1807, with the following:

DYNAMICS

• DEBITS: - For the acquisition and construction cost of the goods.

• For improvements and capitalizable expenses that represent a higher value of the assets.

• For improvements and capitalizable expenses in properties taken on lease.

• For the accounting of assets received in donation, duly valued.

• CREDITS: - For the cost of assets withdrawn from use.

• For the cost of assets sold or transferred.

• For the transfer to the corresponding accounts for the value recorded at the completion of the works.

  22. Eliminate the analytical accounts 1809.05.01 and 1809.05.02. The balance of the analytical account 1809.05.01 must be transferred to the subaccount 1809.05.

  23. Amend the name of subaccount 1809.05 to “Accumulated depreciation of assets received under financial lease”.

  24. Amend the name of analytical account 1809.09.05 to “(Accumulated impairment of assets received under financial lease)”.

  25. Replace the dynamics of account 1809 as follows:

DYNAMICS

• DEBITS: - For the reversal of the amounts recorded for accumulated depreciation and/or impairment, when the asset is withdrawn from use, is derecognized, sold, or it is evidenced that the previously impaired asset recovers its value.

• For the reversal of the amounts recorded for accumulated depreciation and/or impairment, when an asset taken under financial lease is withdrawn.

• For the reversal of the amounts recorded for accumulated amortization and/or impairment, when the improvements in properties taken on lease are derecognized.

• For internal transfer.

• CREDITS: - For the accounting record of depreciation, amortization and impairment of the value of the assets that make up the accounts of this item.

  26. Eliminate from item 24 “Short-Term Financial Payables and Obligations”, the following subaccount:

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

2403.05
Payables for assets received in real estate capitalization

27. Replace the description of account 2504 “Miscellaneous Accounts Payable” with the following:

“In this account are recorded the obligations with commercial establishments that have presented for collection notes for consumption with credit cards issued by the company that have not yet been paid, the amounts payable originated by insurance collected on behalf of borrowers, withholdings for factory declaration, guarantees for leases and share subscriptions. It also includes installments payable (equivalent to the value of the asset) for contracts of assets received under financial lease and the obligations of ECI for real estate capitalization contracts entered into on assets under construction. In this account are also recorded, in the case of companies that enter into real estate capitalization contracts not authorized to raise funds from the public, the contributions of clients to individual capitalization and the interest paid for such contributions when such possibility has been established in the contracts.”

28. Replace the name of subaccount 2504.10 with the following:

2504.10
Individual capitalization in real estate capitalization contracts

29. Incorporate the following analytical accounts into subaccount 2504.10 “Individual capitalization in real estate capitalization contracts”:

2504.10.01
Contributions
2504.10.02
Interest

30. Eliminate from item 26 “Long-Term Financial Payables and Obligations”, the following subaccount:

2603.05
Payables for assets received in real estate capitalization

31. Replace the first paragraph of the description of item 27 “Provisions”, with the following:

“It comprises the provisions for indirect credits or contingent credits and the provisions for country risk, in accordance with the provisions issued by the Superintendency.”

32. Replace the first paragraph of the description of account 2702 “Other Provisions”, with the following:

“In this account are recorded the provisions for hedge mechanisms through trusts, country risk and miscellaneous contingencies in accordance with the provisions issued by the Superintendency.”

33. Eliminate from item 27 “Provisions”, the following subaccount:

2702.06
Provisions for impairment of assets placed in real estate capitalization

34. Eliminate from the dynamics applicable to accounts 2701 and 2702, the following credit:

CREDITS:

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

• For the constitution of provisions for impairment of assets placed in real estate capitalization.

  35. Replace the description of item 29 “Other Liabilities”, with the following:

“It comprises deferred income whose realization will be made in the following year or years, the accounts to record operations of a transitory nature such as cash surpluses and operations in process.

Those accounts of a transitory nature must be subject to permanent regularization by transferring them to the pertinent accounts. Items pending regularization that exceed the term of thirty (30) calendar days, without the corresponding justification, must be reclassified.

For presentation in the Statement of Financial Position, the balances of subaccounts 2901.01 Interest and Commission Income, 2901.02 Interest and Commission Income Collected in Advance and 2901.08.01 Gain on disposal of foreclosed and recovered assets, must be deducted from the corresponding asset accounts.”

36. Replace the description of the second paragraph of account 3802 (Accumulated Loss)”, with the following:

“The unrealized results for financial assets, as well as the participation in Other Comprehensive Income of investments in subsidiaries and associates, are recorded in the subaccounts detailed, as applicable; however, for presentation purposes they must be presented separately from accumulated results.”

37. Eliminate from item 38 “Accumulated Results”, the following subaccount, as well as its description:

3802.03	Provision for impairment of assets placed in real estate capitalization

38. Replace the dynamics of accounts 3801 and 3802 with the following:

"DYNAMICS

• DEBITS: - For the application of accumulated profits.

• For the losses of the previous year transferred in the year.

• CREDITS: - For the profits of the previous year transferred in the year.

• For the reduction of accumulated loss."

  39. Replace the name of item 43 with the following: "Provisions for Impairment, Provisions for Uncollectibility and Non-Current Assets Held for Sale".

  40. Replace the description of item 43, now called "Provisions for Impairment, Provisions for Uncollectibility and Non-Current Assets Held for Sale", with the following:

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

"It comprises charges for provisions for impairment of investments in securities and bonds, uncollectibility of loans and accounts receivable, impairment of realizable assets, assets received in payment, foreclosed assets, and non-current assets held for sale, as well as provisions for country risk and contingencies."

41. Replace the name of account 4304 with the following: "Provisions for Realizable Assets, Assets Received in Payment, Foreclosed Assets and Non-Current Assets Held for Sale".

42. Replace the description of account 4304, now called "Provisions for Realizable Assets, Assets Received in Payment, Foreclosed Assets and Non-Current Assets Held for Sale", with the following:

"This account records charges for provisions for impairment of realizable assets, assets received in payment and foreclosed assets, as well as for non-current assets held for sale."

43. Eliminate the following analytical accounts and analytical subaccounts:

4304.01.02	Depreciation for realizable assets
4304.02.01.02	Foreclosed assets and assets received in payment – real estate capitalization
4304.02.02	Depreciation for assets received in payment and foreclosed assets

44. Change the name of accounting subaccounts 4304.01 and 4304.02 to the following:

4304.01 Provision for realizable assets
4304.02 Provision for assets received in payment and foreclosed assets

45. Replace the first paragraph of the description of account 4305 "Provisions for Contingencies and Others" with the following:

"This account records expenses for provisions for indirect loans or contingent loans and provisions for country risk, in accordance with the provisions issued by the Superintendency."

46. Eliminate from item 44 "Depreciation, Amortization and Impairment", the following subaccount:

4401.06	Depreciation of assets received in real estate capitalization

47. Replace the name of subaccount 4404.05 with the following: "Impairment of value of assets received in financial leasing".

48. Eliminate in the dynamics applicable to accounts 4401, 4403, 4404 and 4405, the following credit:

DYNAMICS

• CREDITS: - For the reversal of the depreciation of assets transferred in financial leasing and in real estate capitalization contracts, with debit to account 2907.

  49. Eliminate from item 51 "Financial Income", the following analytical accounts and analytical subaccounts:

SUPERINTENDENCY OF BANKING, INSURANCE AND AFP Republic of Peru

5104.01.02.07
Real estate capitalization
5104.01.07.07
Real estate capitalization
5104.01.08.07
Real estate capitalization
5104.01.10.07
Real estate capitalization
5104.01.11.07
Real estate capitalization
5104.01.12.07
Real estate capitalization
5104.01.13.07
Real estate capitalization

50. Replace the name of subaccount 5302.05 of item 53 "Reversal of Impairment Losses and Recovery of Impairment of Real Estate, Furniture and Equipment, and Intangibles", with the following:

5302.05
Assets received in financial leasing

51. Replace the last paragraph of the description of account 8404 "Guarantees Received for Credit Operations" with the following:

"On the other hand, for provisioning purposes, loans under the financial leasing and real estate capitalization modality shall be considered as loans with guarantees, and the quality of the assets granted in financial leasing and real estate capitalization must be taken, as well as their valuation in accordance with the provisions of numeral 3 of Chapter IV of the Regulation for the Evaluation and Classification of the Debtor and the Requirement of Provisions."

52. Eliminate from item 84 "Provisions", the following subaccount:

8409.12
Individual capitalization of clients in real estate capitalization contracts

53. Eliminate from the dynamics applicable to account 8409 "Other Credit Control Accounts", the following debits:

DEBITS:

• For the amount of the individual capitalization applied to the payment of the cash price of the property in real estate capitalization contracts.

• For the amount of the individual capitalization recovered by clients through the assignment of their contractual position in the real estate capitalization contracts.

  54. Remove from the dynamics applicable to account 8409 "Other Credit Control Accounts" the following credit:

CREDITS:

• For the contributions to individual capitalization made by clients in the real estate capitalization contracts.

II. Amend Chapter V "Supplementary Information of the Accounting Manual", in accordance with the following:

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

1. In Annex No. 2 "Direct Credits by Type of Guarantee", replace the name of the column "Financial Leasing Credits" with "Financial Leasing and Real Estate Capitalization Credits".

2. Replace the name, format and notes of Annex No. 4-A with the name, format and notes attached.

3. Replace the name, format and notes of Annex No. 4-B with the name, format and notes attached.

4. Amend Annex 5 "Report on Classification of Debtors and Provisions", in accordance with the following:

a) Remove from the format all references to subaccount 2901.04.

b) Replace the first paragraph of the methodological notes of Annex No. 5 and its Supplementary Annexes with the following:

"For the preparation of Annexes Nos. 5, 5-A, 5-B, 5-C, 5-C' and 5-D, the information corresponding to the principal amount of direct credits, as well as indirect credits, shall be included, excluding accrued interest and commissions on outstanding credits, interest and commissions collected in advance, deferred income and commissions resulting from the refinancing and restructuring of credits, and the gain on the financed sale of foreclosed and recovered assets, as applicable."

5. Amend the "List of Accounting Accounts considered in the RCD", in accordance with the following:

a) Remove the analytical accounts and analytical subaccounts indicated in numeral 1 of section I of this Annex.

b) Incorporate the subaccounts and analytical accounts of account 1505 "Accounts receivable for payments made on behalf of third parties".

c) Replace the name of subaccount 1601.02 with "Assets for real estate capitalization".

d) Replace the name of account 1609 with "(Provisions for Realizable Assets, Assets Received in Payment, Foreclosed Assets and Non-Current Assets Held for Sale)".

6. Remove Annex No. 25 "Assets for placement, received in payment, foreclosed and restituted" and Annex No. 26 "Assets placed in real estate capitalization".

7. Amend Report No. 3 "Effective Equity" in accordance with the following:

a) Replace the second paragraph of the comments of "Numeral 3 of Literal A of article 184°" of section A "Tier 1 Effective Equity", with the following:

Los Laureles Nº 214 - Lima 27 - Peru Tel.: (511)6309000 Fax: (511) 6309239

"Corresponding part taking into account compliance with the requirements indicated in the current regulations, as well as the limit contemplated in the last paragraph of literal A of article 184° of the General Law."

b) Replace the second paragraph of the comments of the first "Numeral 2 of Literal B of article 184°" of section B1 "Tier 2 Effective Equity", with the following: "Corresponding part taking into account compliance with the requirements indicated in the current regulations, as well as the limit contemplated in numeral 1 of article 185° of the General Law".

c) Replace paragraphs 1 and 3 of the comments of the second "Numeral 2 of Literal B of article 184°" of section B1 "Tier 2 Effective Equity", with the following: "These instruments are included in the computation of the limit contemplated in numeral 2 of article 185° of the General Law. The excess over said limit shall not be computed in the effective equity of the companies. (…) Corresponding part taking into account compliance with the requirements indicated in the current regulations, as well as the limits contemplated in numerals 1 and 2 of article 185° of the General Law".

d) Replace paragraphs 1 and 3 of the comments of the "Last paragraph of Literal B of article 184°" of section B2 "Tier 3 Effective Equity", with the following: "These instruments are included in the computation of the limit contemplated in numeral 3 of article 185° of the General Law. The excess over the aforementioned limit shall not be considered in the computation of effective equity. (…) Corresponding part taking into account compliance with the requirements indicated in the current regulations, as well as the limits contemplated in numerals 1 and 3 of article 185° of the General Law".

8. Remove in Report No. 34 "Adjusted Effective Equity - Total Adjusted Risk-Weighted Assets and Contingents" the reference to subaccount 3802.03 "(Provision for impairment of assets placed in real estate capitalization)".

9. Replace the format and notes of Report No. 14 "Credits According to Days of Non-Compliance" with the format and notes attached.