PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores

“Decade of Equal Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

SMV General Intendancy Resolution Nº 058-2024-SMV/11.1

Lima, 22 November 2024

The General Intendant of Conduct Supervision

WHEREAS:

File Nº 2024042364, as well as Internal Report N° 1553-2024-SMV/11.1 dated 22 November 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

CONSIDERING:

That, by means of documents submitted on 10 October and 11 November 2024, Factotal Perú S.A. (formerly named FT Capital S.A.) requested the Superintendency of the Securities Market – SMV the following: (i) Registration, by fundamental variation, of Update No. 1 of the Framework Prospectus of the «First Commercial Paper Program of FT Capital S.A.» in the Public Registry of the Securities Market, due to a change of structuring entity; and, (ii) Registration, by fundamental variation, of Update No. 1 of the Supplements to the Framework Prospectus corresponding to the «First Issuance of the First Commercial Paper Program of FT Capital S.A.» and to the «Second Issuance of the First Commercial Paper Program of FT Capital S.A.» in the Public Registry of the Securities Market, due to a change of structuring entity;

That, additionally, by means of documents submitted on 13, 18 and 21 November 2024, Factotal Perú S.A. requested the SMV the registration of the Second Framework Prospectus corresponding to the «First Commercial Paper Program of FT Capital S.A.» in the Public Registry of the Securities Market, as three (03) years of validity of the registration of said program have elapsed, the same that consolidates all the variations made to it, including the fundamental variation referring to the change of structuring entity;

That, notwithstanding the fundamental variation due to change of structuring entity, from the documentation submitted by the applicant the incorporation of non-fundamental variations to the informative prospectuses is noted, including, among others, the modification of the name of the program and its issuances, which, taking into account the change of corporate name of the applicant, will be renamed as «First Commercial Paper Program of Factotal Perú S.A.», «First Commercial Paper Issuance of Factotal Perú S.A.» and «Second Commercial Paper Issuance of Factotal Perú S.A.», respectively;

Electronically signed 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( s) signature ( s) can be verified at https://apps. signature peru.gob.pe/web/validador.xhtml

PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores
“Decade of Equal Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

That, by means of SMV General Intendancy Resolution N° 037-2021-SMV/11.1 dated 18 October 2021, within the framework of an anticipated procedure, the registration of the issuance program called «First Commercial Paper Program of FT Capital S.A.» was ordered, up to a maximum amount in circulation of S/ 100’000,000.00 (One Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market;

That, by means of SMV General Intendancy Resolution Nº 042-2021-SMV/11.1 dated 03 December 2021, within the framework of the aforementioned program, the registration of the securities called «First Issuance of the First Commercial Paper Program of FT Capital S.A.» was ordered up to a maximum amount in circulation of USD$ 10’000,000.00 (Ten Million and 00/100 United States Dollars) and the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market;

That, by means of SMV General Intendancy Resolution Nº 001-2022-SMV/11.1 dated 06 January 2022, within the framework of the aforementioned program, the registration of the securities called «Second Issuance of the First Commercial Paper Program of FT Capital S.A.» was ordered up to a maximum in circulation of S/ 40’000,000.00 (Forty Million and 00/100 Soles) and the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market;

That, in accordance with the provisions of article 63 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, during the validity of the placement of the public offering, the issuer is obliged to keep the informative prospectus updated and any modification of the prospectus that is made must be submitted to the Superintendency of the Securities Market – SMV, accompanied by the pertinent documentation and information, prior to its delivery to investors;

That, with respect to variations in the offer, article 29 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution Nº 141-1998-EF/94.10 and its amending norms, establishes that changes in the conditions of the offer or of the program that may imply a variation in the risk level of the previously registered securities, in such a way that they may modify the investment decision of a prudent investor, constitute fundamental variations;

That, in accordance with the provisions of article 14, numeral 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities, after three (03) years from the validity of the registration of the issuance program, the issuer must necessarily submit an updated framework prospectus that consolidates all the variations made to it, which must be sent to the Superintendency of the Securities Market – SMV within the following thirty (30) calendar days. Likewise, the aforementioned article provides that the registration of the referred prospectus be carried out under an automatic approval procedure if it is submitted within said term and under a prior evaluation procedure subject to negative administrative silence if it is submitted outside said term;

That, from the information available in the Public Registry of the Securities Market, it has been verified that Factotal Perú S.A. submitted its request to the

Electronically signed document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Securities
Market

“Decade of Equal Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

Superintendency of the Securities Market – SMV within the term of thirty (30) calendar days following the three (03) year term of validity of the registration of the «First Commercial Paper Program of Factotal Perú S.A.»;

That, Factotal Perú S.A. has submitted the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation on Primary Public Offering and Sale of Securities, for the registration procedure of the Second Framework Prospectus corresponding to the «First Commercial Paper Program of Factotal Perú S.A.», the same that consolidates all the variations made to it, including the fundamental variation referring to the change of structuring entity;

That, article 7, numeral 6, of the Policy on dissemination of regulatory projects, general legal norms, early agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms, establishes that the decisions contained in administrative resolutions referring, among others, to the registration of informative prospectuses corresponding to issuance programs in the Public Registry of the Securities Market must be disseminated through the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv), and;

In accordance with the provisions of articles 58 and following of the Single Ordered Text of the Securities Market Law; articles 14 and 29 of the Regulation on Primary Public Offering and Sale of Securities; as well as by article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and evaluate and/or resolve all procedures related to such offerings.

RESOLVES:

Article 1.- To order the registration of the Second Framework Prospectus corresponding to the «First Commercial Paper Program of Factotal Perú S.A.» in the Public Registry of the Securities Market, upon having elapsed the three (03) years of validity of the registration of the referred program, the same that consolidates all the variations made to it, including the fundamental variation referring to the change in the structuring entity, which consists in that Banco BBVA Perú assumes the condition of structuring entity; in accordance with the provisions of article 14, numeral 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities.

Article 2.- To order the registration, by fundamental variation, of Update No. 1 of the Supplements of the Framework Prospectus corresponding to the «First Issuance of Commercial Paper of Factotal Perú S.A.» and to the «Second Issuance of Commercial Paper of Factotal Perú S.A.», in the Public Registry of the Securities Market, upon having established that Banco BBVA Perú assumes the condition of structuring entity.

Article 3.- The registration referred to in articles 1 and 2 of this resolution has not entailed administrative verification activities, nor inspection, nor audit of the information presented, nor an examination

Electronically signed document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

of the economic – financial situation of the issuer, in accordance with the provisions of articles 10 and 21 of the Single Ordered Text of the Securities Market Law.

Likewise, the referred registration does not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, being Factotal Perú S.A. and the structuring entity responsible for the veracity of the information contained in the updated informative prospectuses, in accordance with the provisions of articles 13 and 65 of the Single Ordered Text of the Securities Market Law. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 4.- Disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv).

Article 5.- Transcribe this resolution to Factotal Perú S.A., as issuer; to Banco BBVA Perú, as structuring entity; to BBVA Bolsa Sociedad Agente de Bolsa S.A., as placement agent; to CAVALI S.A. I.C.L.V.; and, to the Bolsa de Valores de Lima S.A.

Register, communicate and disseminate.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

Electronic document fi rmado digitally signed under the framework of Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml