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

"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 Resolution No. 003-2024-SMV/01

Lima, 20 March 2024

WHEREAS:

File No. 2024007202 and Joint Report No. 341-2024-SMV/06/11 of 14 March 2023, issued by the Office of Legal Counsel and the Deputy Superintendency of Market Conduct Supervision, as well as the draft amendment to the Internal Regulations for Registration and Exclusion of Securities in the Securities Registry of the Lima Stock Exchange, approved by SMV Resolution No. 042-2012-SMV/01 (hereinafter, BVL Internal Regulations);

CONSIDERING:

That, article 145 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO of the LMV), establishes that the Superintendency of the Securities Market – SMV approves the internal regulations issued by the stock exchanges and their respective amendments; providing a maximum term of thirty (30) business days;

That, the First Final Complementary Provision of the BVL Internal Regulations states that amendments to said regulations must be approved by the Board of Directors of the Lima Stock Exchange and shall be submitted to the SMV for approval, attaching the respective Board resolution;

That, by SMV Resolution No. 013-2023-SMV/01, published on 10 December 2023 in the Official Gazette El Peruano, the Rules on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the Superintendency of the Securities Market (hereinafter, Financial Information Rules) were approved, and through its Fourth Amending Complementary Provision, article 26 of the Regulations of the Venture Capital Segment of the Lima Stock Exchange, approved by CONASEV Resolution No. 026-2005-EF/94.10 (hereinafter, SCR Regulations), was amended, in order to specify that the graduation of Junior Company II in the market of origin also entails its graduation in the domestic market, with the shares issued by this company being subject to the foreign securities regime, according to subsection 2.17.1 of numeral 2.17 of article 2 of the Regulations for Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 (hereinafter, Regulations for Registration and Exclusion of Securities), and that therefore, the rules on public takeover offers and public purchase offers for exclusion are not applicable to them, and they must comply with the obligations established in numeral 24.1 of article 24 of the referred regulations; as well as to specify that Junior Companies II that make a primary public offering of their shares exclusively in the domestic territory are subject to the domestic securities regime and, therefore, must

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comply with the obligations established in the Regulations for Registration and Exclusion of Securities and other applicable rules;

That, in accordance with the Sole Transitional Complementary Provision of the Financial Information Rules, it was provided that the Lima Stock Exchange must submit its adjusted BVL Internal Regulations, within a maximum term of sixty (60) calendar days, counted from the day following the publication of the referred Financial Information Rules;

That, by letter submitted on 31 January 2024, the Lima Stock Exchange informed the SMV of the amendments made to the BVL Internal Regulations, in accordance with the provisions of the Sole Transitional Complementary Provision of the Financial Information Rules, which had been approved by its Board of Directors in session of 30 January 2024; and attached a copy of the notice of Citizen Consultation published on the website of the Lima Stock Exchange, which contained the proposed amendment to the BVL Internal Regulations. Likewise, the Lima Stock Exchange indicated that, once the observations and/or comments on the amendments made were received, it would initiate the approval process of the amendments to the BVL Internal Regulations before the SMV;

That, by letters submitted on 19 February and 11 March 2024, the Lima Stock Exchange submitted its request for approval of the amendments to the BVL Internal Regulations, attaching the proposed amendment that contemplated: (i) the inclusion of a new paragraph in article 20 on the graduation of Junior Companies II of the Venture Capital Segment, in accordance with the amendment of article 26 of the SCR Regulations; and, (ii) other amendments and/or clarifications of form to the BVL Internal Regulations.

That, from the documentation submitted, it has been verified that the Lima Stock Exchange has complied with the requirements provided in procedure No. 29 «Approval or amendment of Internal Regulations of the Stock Exchanges» of the Single Ordered Text of Administrative Procedures (TUPA) of the Superintendency of the Securities Market – SMV, approved by Superintendent Resolution No. 023-2015-SMV/02;

That, after analyzing the proposed amendment to the BVL Internal Regulations submitted by the Lima Stock Exchange, it is appropriate to approve said draft amendment; and,

In accordance with the provisions of literal a) of article 1 and literal b) of article 5 of the Single Ordered Text of the Organic Law of the Superintendency of the Securities Market – SMV, Legislative Decree No. 26126; numeral 7 of article 9 of the Regulation of Organization and Functions of the Superintendency of the Securities Market – SMV, approved by Supreme Decree No. 216-2011-EF and its amending norms; and, article 145 of the Single Ordered Text of the LMV; as well as what was agreed by the Board of Directors of the SMV in its session of 19 March 2024;

IT IS RESOLVED:

Article 1°.- To amend article 2; the fourth paragraph of article 12; article 13; numerals 1, 2, 3, 4, 5 and 7 of article 18; article 18-A; article 19; the third paragraph of article 20; numerals 2, 3 and 4 of article 32; and, the second and third paragraph of article 33 of the Internal Regulation of Registration and

Exclusion of Securities in the Securities Registry of the Lima Stock Exchange, approved by SMV Resolution No. 042-2012-SMV/01, in accordance with the following texts:

«Article 2.- Definitions

For the purposes of the Internal Regulation, the terms used in the different Chapters of this Regulation are listed below, with their respective definitions.

1. Promoter Agent: Company that requests the registration of foreign securities in the RPMV and in the RBVL before the SMV, in accordance with the provisions of the Regulation of Registration and Exclusion of Securities; and, in this Regulation. The Stock Brokerage Firm that requests the registration of foreign securities included in the cases indicated in section II of Annex No. 15 of the Regulation of Registration and Exclusion of Securities is constituted as the Promoter Agent of said security.

2. BVL: Lima Stock Exchange.

3. CAVALI: CAVALI S.A. ICLV.

4. Days: Business days.

5. Board of Directors: Board of Directors of the BVL.

6. Issuer(s): Issuers are entities of public law or private law, that issue securities.

7. Intermediated Routing: is the channeling of proposals from foreign intermediaries to the Stock Exchange Floor of the BVL, as well as that of local intermediaries to foreign trading systems through a technological component that allows transferring proposals from one trading system to another.

8. Participating Entities: Stock Exchanges or other entities administering securities trading mechanisms that sign integration agreements with the BVL and other participants of the Latin American Integrated Market and whose competent regulator or supervisor has signed information exchange agreements and supervision protocols with the Superintendency of the Securities Market. The Lima Stock Exchange also constitutes a Participating Entity of the Latin American Integrated Market - MILA.

9. ICLV: Securities Clearing and Settlement Institution.

10. Institutional Investors: Institutional investors are those defined in Annex 1 Institutional Investors of the Regulation of the Institutional Investors Market (SMV Resolution No. 021-2013-SMV-01).

11. Law: Securities Market Law.

12. MILA: the Latin American Integrated Market is that which originates from the signing of integration agreements between the Lima Stock Exchange and CAVALI S.A. ICLV with the entities administering foreign trading systems and the

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respective securities depository centers, with the purpose of carrying out the secondary public offering and the intermediation of the securities traded in the trading systems conducted by said entities in the countries where they have been authorized to operate, as well as allowing the access of authorized intermediaries to operate in some of the referred trading systems, through Intermediated Routing, in the other trading systems.

It also comprises the link between the securities depository centers, with the purpose of carrying out the clearing and settlement of operations carried out in said trading systems, as well as the registration and custody of the securities traded through Intermediated Routing.

13. Main Market: Market in which the securities of national and foreign companies are registered, in accordance with the applicable regulations.

14. OPC: Public Purchase Offer.

15. Regulation of Registration and Exclusion of Securities: Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Floor, approved by SMV Resolution No. 031-2012-SMV-01 and its amending norms.

16. Regulation of the Alternative Market of Securities: Regulation of the Alternative Market of Securities approved by SMV Resolution No. 025-2012-SMV-01 and its amending norms.

17. Regulation of the Institutional Investors Market: Regulation of the Institutional Investors Market approved by SMV Resolution No. 021-2013-SMV-01 and its amending norms.

18. Regulation of the Latin American Integrated Market: Regulation of the Latin American Integrated Market approved by CONASEV Resolution No. 107-2010-EF-94.01.1 and its amending norms.

19. Regulation of the Venture Capital Segment: Regulation of the Venture Capital Segment of the BVL, approved by CONASEV Resolution No. 026-2005-EF-94.10 and its amending norms.

20. Internal Regulation: Internal Regulation of Registration and Exclusion of Securities of the Securities Registry of the BVL.

21. RPMV: Public Registry of the Securities Market of the SMV.

22. RBVL: Securities Registry of the BVL.

23. SAB: Stock Brokerage Firm(s).

24. SMV: Superintendency of the Securities Market.

25. Foreign Security(ies): Foreign securities are considered to be those defined in numeral 2.17 of article 2 of the Regulation of

Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Floor.

26. National Securities: National securities are those defined in numeral 2.18 of article 2 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange.»

«Article 12. - Automatic Registration

(…)

The BVL shall proceed to register the security in the RBVL and shall inform the pertinent areas thereof. Such registration shall be published in the BVL Daily Bulletin. Likewise, the BVL shall proceed to disseminate the parts it deems pertinent of the file on its website.

(…).»

«Article 13.- Automatic Exclusion from the RBVL

In the cases of exclusion of securities established in articles 23 and 37-A of the Regulation for the Registration and Exclusion of Securities, indicated below and in accordance with said regulation, the BVL shall proceed to register the exclusion of the securities automatically, once it has received the notification and/or communication issued in that regard by the SMV. The exclusion of the security from the RBVL shall be effective as of the business day following the receipt of the aforementioned notification and/or communication.

National Securities (without the obligation to carry out an OPC)	Foreign Securities
Extinction of the rights over the security, by amortization, total redemption or another cause.	Exclusion of the security from the Stock Exchanges or foreign Organized Markets referred to in Annex No. 15 of the Regulation for the Registration and Exclusion of Securities.
Dissolution of the issuer once the liquidation process has concluded or the extinction of the issuer has been judicially declared.	Exclusion of securities at the request of the Promoting Agent or the BVL, in accordance with whoever promoted the corresponding registration.
Cessation of public interest.	In the cases of securities registered at the request of the BVL or a Promoting Agent, which do not record transactions carried out on the Exchange during twelve (12) consecutive months.
When the placement period of a security referred to in article 61 of the Law has expired.	In the cases of securities registered at the request of the BVL or a Promoting Agent, when more than thirty (30) days have elapsed since the security has ceased to comply with the provisions of section II of Annex No. 15 of the Regulation for the Registration and Exclusion of Securities.

The BVL shall proceed to exclude the security from the RBVL and shall inform the pertinent areas thereof. Such exclusion shall be published on the day it is registered in the BVL Daily Bulletin. Likewise, the BVL shall proceed to disseminate the parts it deems pertinent of the file on its website.

The BVL shall proceed to communicate to the SMV and the applicant, if applicable, the exclusion of the security from the RBVL via MVNet, no later than the business day following its occurrence.

In the case of exclusion of foreign securities, referred to in article 37-A of the Regulation for the Registration and Exclusion of Securities, from the RPMV and the RBVL, once the exclusion has occurred, the BVL must update the section of its website called “Foreign Securities” in order to show, for each excluded security, the exclusion date.»

«Article 18.- Registration procedure for junior II

1. Upon receipt of the registration request, the BVL shall proceed to process it in the RBVL, which shall be recorded in the Daily Bulletin. The start of said process shall be brought to the attention of the pertinent areas.

2. The BVL shall inform about the start of the registration process through the BVL Daily Bulletin.

3. The BVL shall review the file and issue a ruling within ten (10) days from the day following its submission, and may request additional information or comment on the documentation, whereby the aforementioned period shall be suspended.

4. If the file is found to be in order, or if the observations have been rectified, the BVL shall proceed to approve the file in the RBVL.

5. The BVL shall proceed to disseminate the approved file through the BVL website.

(…)

7. From the date and time of sending of the communication indicated in the preceding subparagraph recorded in the MVNet electronic receipt, it shall be understood that the security was registered automatically in the RPMV. Therefore, the BVL shall proceed to register the security in the RBVL for the purposes of publication in the BVL Daily Bulletin.

(…).»

«Article 18-A.- Exclusion procedure for junior II

a) At the request of the issuer

1. Upon receipt of the exclusion request, the BVL shall proceed to process it in the RBVL. The start of said process shall be brought to the attention of the pertinent areas.

2. The BVL shall proceed to disseminate the request regarding the start of the exclusion process through the BVL Daily Bulletin.

3. The BVL shall review the file and issue a ruling within ten (10) days from the day following its submission, and may request

additional information or comment on the documentation, whereby the aforementioned period shall be suspended.

4. If the file is found to be in order, or if the observations have been rectified, the BVL shall proceed to approve the file in the RBVL and to disseminate the approved file through the BVL website.

5. Upon expiration of the period referred to in article 25 of the Regulation of the Venture Capital Segment, the BVL shall proceed to communicate this fact to the SMV via MVNet, so that it proceeds to exclude the security automatically from the RPMV, attaching the following documents:

• Request for exclusion from the RPMV;

• Sworn statement on verification of the requirements for the exclusion of the security;

• Documents stating the issuer's data and characteristics of the security to be excluded;

• Receipt generated by the MVNET system of the communication sent, as a material fact, regarding the resolution adopted for the exclusion of the security from the RBVL; and

• Payment receipt for processing fee before the SMV.

6. From the date and time of sending of the communication indicated in the preceding subparagraph, recorded in the MVNet electronic receipt, it shall be understood that the security was automatically excluded from the RPMV. Therefore, the BVL shall proceed to exclude the security from the RBVL and to publish it in the BVL Daily Bulletin.

7. The BVL shall proceed to notify the SMV and the issuer of the exclusion of the security from the RBVL via MVNet, no later than the day following its occurrence.

b) Ex officio

1. Exclusion of the security from the market of origin:

i. Upon reliable knowledge of the exclusion of the securities from the market of origin, the BVL shall order the exclusion of the security registered in the RBVL and shall proceed to notify the SMV of this fact via MVNet.

ii. From the date and time of sending of the communication indicated in the preceding subparagraph, recorded in the MVNet electronic receipt, it shall be understood that the security was automatically excluded from the RPMV. The exclusion ordered by the BVL shall enter into force from that moment.

iii. From the effective date of the exclusion of the security from the RBVL, the BVL shall publish it in the BVL Daily Bulletin.

2. Failure to appoint a sponsor:

i. Upon expiration of the period provided in subsection d) of article 22 of the Venture Capital Segment Regulation, without the issuer having appointed a sponsor, the BVL shall order the exclusion of the security registered in the RBVL and shall proceed to notify the SMV of this fact.

ii. From the date and time of sending of the communication indicated in the preceding subparagraph, recorded in the MVNet electronic receipt, it shall be understood that the security was automatically excluded from the RPMV. The exclusion ordered by the BVL shall enter into force from that moment.

iii. The BVL shall proceed to notify the market of the exclusion of the securities through the BVL Daily Bulletin."

"Article 19.- Abandonment

If the issuer fails to remedy the observations made by the BVL within twenty (20) days of their formulation or withdraws from the procedure, the BVL shall declare the registration or exclusion procedure abandoned or accept the withdrawal and shall proceed to render said procedure before the RBVL without effect. This situation shall be communicated to the market through the BVL Daily Bulletin. Likewise, the BVL shall notify the issuer of this fact."

"Article 20.- Graduation

(…)

Once the incorporation into the main market has occurred, the BVL shall notify the company of this fact, as well as the market in general by publication in the BVL Daily Bulletin. Likewise, the BVL shall proceed with the annotation in the RBVL and shall inform the SMV of said change."

"Article 32.- Procedure for registration of domestic securities in the RBVL

(…)

2. Upon receipt of the registration application, the BVL shall proceed with the initiation of the processing of said registration application, making it known to the pertinent areas.

3. The BVL shall inform the SMV of the initiation of the registration process, requesting access to the administrative file referring to the registration of the security in the RPMV. If the access request is sent before 17:00 hours, the SMV shall grant the corresponding access on the same day; otherwise, the SMV shall grant the corresponding access on the business day following the sending of the request.

4. On the business day following the day on which the SMV has granted access to the file, the BVL shall continue with the registration process, proceeding with the registration of the security in the RBVL within the period indicated in article 29 of the Institutional Investors Market Regulation.

(…)."

"Article 33.- Automatic registration of foreign securities under the Institutional Investors Market Regulation (…) Once the information submitted has been verified, as well as the registration of the securities in the section of the RPMV called "Institutional Investors Market", the BVL shall proceed with the registration of the security in the RBVL: i) on the same day the registration application is received, if it has been submitted by 12:00 hours, or ii) until the following business day, if the registration application has been submitted after 12:00 hours. The BVL shall notify the SMV and the issuer of the registration of the security in the RBVL, no later than the business day following the registration. (…)"

Article 2.- Incorporate a final paragraph to article 20 of the Internal Regulation for Registration and Exclusion of Securities in the Securities Registry of the Lima Stock Exchange, approved by SMV Resolution No. 042-2012-SMV/01, which shall have the following text:

"Article 20.- Graduation (…) When a Junior II company makes a primary public offering of shares directed exclusively to the domestic market, it shall maintain its registration in the venture capital segment (as junior II) and its shares shall be considered domestic securities from their registration, and therefore they are obligated to comply with all domestic securities market legislation regarding the presentation and dissemination of information."

Article 3.- Publish this resolution in the Official Gazette El Peruano and on the Institutional Website of the Superintendency of the Securities Market – SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 4.- Transcribe this resolution to the Lima Stock Exchange S.A.

Article 5.- This resolution shall enter into force on the day following its publication in the Official Gazette El Peruano.

Register, communicate and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market

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