Superintendence Resolution No. 007-2026-SMV/10

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 1 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Adjunct Superintendent Resolution SMV No. 007-2026-SMV/10 Lima, January 21, 2026

Subject: Diviso Fondos Sociedad Administradora de Fondos S.A. is sanctioned with the revocation of its operating authorization for having committed one (01) very serious infringement typified in Annex III, letter A), numeral 1, subsection 1.1 of the SANCTIONS REGULATION, for conducting a public offering without having previously registered the securities in the Registry or having registered the corresponding prospectus.

Administered Entity: Diviso Fondos Sociedad Administradora de Fondos S.A. Subject: Administrative sanctioning procedure. File No.: 2025031073.

The Adjunct Superintendent of Prudential Supervision

HAVING SEEN: Administrative file No. 2025031073, Report No. 1752-2025-SMV/10.3, issued by the General Intendancy of Prudential Compliance; as well as the defenses and arguments presented by Diviso Fondos Sociedad Administradora de Fondos S.A.; and,

CONSIDERING:

1. In accordance with Article 1 of Law No. 29782, Law on the Strengthening of Supervision of the Securities Market, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Superintendency of the Securities Market (SMV), so that any reference in legal norms to CONASEV shall be understood as referring to the SMV;

I. BACKGROUND 2. Through Office No. 1472-2024-SMV/10.21 of April 12, 2024, Office No. 2605-2024-SMV/10.2 of June 17, 2024, and Office No. 3628-2024-SMV/10.2 of August 19, 2024, the General Intendancy of Supervision of Entities (IGSE) requested information and documentation from Diviso Bolsa Sociedad Agente de Bolsa S.A. (hereinafter, DIVISO SAB) related to the placement of debt instruments issued by Diviso Fondos Sociedad Administradora de Fondos S.A. (hereinafter, DIVISO SAF) on behalf of the investment funds Diviso Inversión en Acreencias Fondo de Inversión (hereinafter, DIA FI) and Diviso Inversiones Corporativas Fondo de Inversión (hereinafter, DIC FI) (hereinafter, collectively, INVESTMENT FUNDS), which were under the administration of DIVISO SAF2;

2 Through a letter dated January 24, 2025, sent via file No. 2025003079, DIVISO SAF informed of the private offering investment funds under its administration as of December 31, 2024. In that communication, it was observed that the DIA FI and DIC FI funds did not appear in its communication; for this reason, the IGSE consulted via email regarding the administration of the aforementioned funds. Subsequently, via email dated January 30, 2025, DIVISO SAF informed that the INVESTMENT FUNDS began to be administered by Esquema Investment S.A. (hereinafter, ESQUEMA INVESTMENT) from December 26, 2024.

3. Through writings and attached documentation, presented on April 19, 2024; July 1, 2024; as well as September 4 and 12, 2024, respectively, DIVISO SAB responded to the offices mentioned in the preceding numeral;

4. With a writing presented to the SMV on October 23, 20243, COMPLAINANT 14 informed that on June 10, 2024, at the offices of Financiera Credinka S.A. (hereinafter, CREDINKA) in Cajamarca, they were induced to acquire corporate bonds of DIC FI (attached policy). Subsequently, through a writing presented on February 26, 2025, they filed a complaint against Diviso Grupo Financiero S.A. (hereinafter, DIVISO GRUPO) and DIVISO SAB, because, according to their statement, with false, inaccurate information and hiding information, they were induced to acquire private corporate bonds issued by DIC FI at the CREDINKA offices in Cajamarca. These writings and their annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

5. Through a writing presented to the SMV on November 26, 20245, COMPLAINANTS 2 complained that DIVISO SAB, with the intervention of a CREDINKA official, made them sign an intermediation contract – without explaining its scope – taking advantage of the trust of their clients, as indicated by COMPLAINANTS 2. They also stated that the misleading inducement by DIVISO SAB caused them to contract an investment product they did not require (corporate bonds issued by DIC FI, according to purchase orders attached). This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

6. By writing received on November 27, 20246, COMPLAINANT 3 filed a complaint against DIVISO SAB, DIC FI and DIVISO SAF, through which he states that, to complete the opening of a fixed-term deposit at CREDINKA, according to what they would have indicated at that entity according to the complaint, they were required to sign several documents, among which is an irrevocable purchase order for corporate bonds issued by DIC FI. This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

3 File No. 2024043953. 4 In the Annex attached to this resolution, the complete data of the natural persons to whom the designations used in this resolution belong are detailed; and, if applicable, their email addresses. 5 File No. 2024048869. 6 File No. 2024048911.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 2 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

7. Through a writing received on November 27, 20247, COMPLAINANT 4 filed a complaint against DIVISO SAB, DIC FI and DIVISO SAF, through which she indicates that, to complete the opening of a fixed-term deposit at CREDINKA, according to what they would have indicated at that entity according to COMPLAINANT 4, she was required to sign several documents, among which is an irrevocable purchase order for corporate bonds issued by DIC FI. This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

8. By writing received on December 8, 20248, COMPLAINANT 5 filed a complaint against DIVISO SAB, through which he stated that with the intervention of a CREDINKA official, he was made to sign an intermediation contract – without explaining its scope – taking advantage of the trust of their clients, as indicated by COMPLAINANT 5. Additionally, he manifested that the misleading inducement by DIVISO SAB caused him to contract an investment product he did not require (corporate bonds issued by DIC FI, according to purchase orders attached). This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

9. With a writing received on December 17, 20249, COMPLAINANT 6 filed a complaint against DIVISO SAB, DIVISO SAF and DIVISO GRUPO, through which he indicates that these companies misled him, which caused, according to COMPLAINANT 6, that he contracted an investment product he did not want or require (corporate bonds issued by DIC FI, according to purchase policies attached). This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

10. Through Report No. 282-2025-SMV/10.2 of February 26, 2025, the IGSE brings to the consideration of the General Intendancy of Prudential Compliance (IGCP) the indications of possible infringements to the securities market regulations by DIVISO SAB, related to the placement of debt instruments issued by DIVISO SAF charged to the INVESTMENT FUNDS;

11. With a writing received on March 27, 202510, COMPLAINANTS 7 filed a complaint against DIVISO SAB, DIC FI, DIA FI, DIVISO SAF and against Mr. Daniel Abraham Romero Burgos, general manager of DIVISO SAB. This complaint was also signed by COMPLAINANTS 2, as well as by COMPLAINANT 5, who had already filed a complaint against DIVISO SAB. COMPLAINANTS 7 state that the defendants misled them when contracting investment products under the belief that they were renewing their fixed-term deposits they had with CREDINKA. This complaint and annexes were transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society;

7 File No. 2024048909. 8 File No. 2024050435. 9 File No. 2024051496. 10 File No. 2025012917.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 3 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

12. With a writing received on April 23, 202511, COMPLAINANT 8 filed a complaint against DIVISO SAB, DIVISO SAF and DIVISO GRUPO, through which he states that he was deceived, since, as he states, he signed a contract because he was indicated that he was renewing a fixed-term deposit at CREDINKA. The complaint and its annexes were transferred to DIVISO SAB on May 5, 2025, requesting the respective documentation; receiving the response and documentation from the brokerage society;

13. With a writing received on June 16, 202512, COMPLAINANT 9 filed a complaint against DIVISO SAF, to which she attaches a notarial letter addressed to DIVISO SAF, through which she states that she was not duly informed about the nature nor the inherent risks of the type of financial instrument she was acquiring, being induced to believe that it was a fixed-term deposit;

14. Through a writing received on June 30, 202513, COMPLAINANT 10 filed a complaint against DIC FI for irregular collection and misleading inducement in operations of said investment fund, through CREDINKA. She also states that, in March 2024, upon the expiration of one of the fixed-term deposits she maintained at CREDINKA, she was contacted by a CREDINKA advisor, who, according to what COMPLAINANT 10 indicated, offered her a product from the "Diviso" company, trusting that it was a fixed-term deposit like the previous ones, only later advising that it was corporate bonds (issued by DIC FI, according to the purchase policy attached with the complaint). Which, she indicates, was not explained to her and she would not have accepted had she known;

15. Through Office No. 3820-2025-SMV/10.3 notified on July 15, 2025 (hereinafter, CHARGES OFFICE), an administrative sanctioning procedure was initiated against DIVISO SAF for possible non-compliance with the TUO LMV and the ROPPV;

16. Through a writing sent to the SMV on July 30, 2025, DIVISO SAF requested an extension of the deadline initially granted in the CHARGES OFFICE to present its defenses;

17. Through Office No. 4047-2025-SMV/10.3, DIVISO SAF was granted five (5) additional business days for the presentation of defenses;

18. On August 11, 2025, DIVISO SAB presented the defenses to the charges formulated through the CHARGES OFFICE;

19. On August 15, 2025, COMPLAINANT 1114, domiciled in Cajamarca, filed a complaint against DIVISO SAB and the "Diviso investment fund", which was transferred to DIVISO SAB and information and documentation were requested, receiving the response and documentation from the brokerage society. It should be noted that, from the annexes to the complaint, it emerges that the aforementioned complainant acquired corporate bonds issued by DIVISO SAF charged to DIC FI;

20. On October 1, 202515, COMPLAINANT 12 filed a complaint against DIVISO GRUPO, DIVISO SAF and DIVISO SAB, for non-compliance in the delivery of the profitability of the corporate bonds acquired, issued by DIVISO SAF charged to DIC FI, according to the purchase policy indicated. The complaint and its annexes were transferred to DIVISO SAF and DIVISO SAB, receiving responses from both entities;

11 File No. 2025017951. 12 File No. 2025026316. 13 File No. 2025028329. 14 File No. 2025036425. 15 File No. 2025043074.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 4 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

21. On November 3, 2025, COMPLAINANT 1316, domiciled in Cajamarca, filed a complaint against DIVISO SAB in her capacity as an investor affected by operations carried out through the brokerage society, since she was not provided with clear, complete nor sufficient information about the risks of the investment, among others. Also, according to the annexes to the complaint, the aforementioned complainant invested in short-term instruments issued by DIVISO SAF charged to DIA FI and DIC FI. This complaint and its annexes were transferred to DIVISO SAB, requesting the respective documentation. Which as of the date of this report is pending response;

22. On November 4, 2025, COMPLAINANT 1417, domiciled in Cajamarca, filed a complaint against DIVISO SAB in her capacity as an investor affected by operations carried out through the brokerage society, since she was not provided with clear, complete nor sufficient information about the risks of the investment, among other facts. According to the annexes to the complaint, the complainant, jointly with Mrs. Marcela Soriano Dilas, invested in corporate bonds issued by DIVISO SAF charged to DIC FI. This complaint and its annexes were transferred to DIVISO SAB, requesting the respective documentation. Which as of the date of this report is pending response;

23. On November 4, 2025, COMPLAINANT 1518, domiciled in Cajamarca, filed a complaint against DIVISO SAB in his capacity as an investor affected by operations carried out through the brokerage society, since he was not provided with clear, complete nor sufficient information about the risks of the investment, among other facts. According to the annexes to the complaint, the aforementioned complainant invested in corporate bonds issued by DIVISO SAF charged to DIC FI. This complaint and its annexes were transferred to DIVISO SAB, requesting the respective documentation. Which as of the date of this report is pending response;

24. On November 7, 2025, COMPLAINANT 1619, domiciled in the city of Cajamarca, filed a complaint against DIVISO SAB in her capacity as an investor affected by operations carried out through this brokerage society, since she was not provided with clear, complete nor sufficient information about the risks of the investment, among other facts. According to the annexes to the complaint, the aforementioned complainant, invested in short-term instruments issued by DIVISO SAF charged to DIA FI. This complaint and its annexes were transferred to DIVISO SAB, requesting the respective documentation. Which as of the date of this report is pending response;

25. On November 11, 2025, COMPLAINANT 1720, resident in the city of Cajamarca, filed a complaint against DIVISO GRUPO and DIVISO SAB, through which he indicates among others, that he is a person who does not have the category of institutional investor. According to the complaint, the complainant acquired

16 File No. 2025048300. 17 File No. 2025048493. 18 File No. 2025048492. 19 File No. 2025049091. 20 File No. 2025049681.

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 5 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

short-term instruments issued by DIVISO SAF charged to DIC FI. This complaint and its annexes were transferred to DIVISO SAB and information and documentation were requested. Which as of the date of this report is pending response;

26. The charges formulated against DIVISO SAF, the defenses of the latter and its evaluation have been the subject of analysis in Report No. 1752-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendency;

27. In observance of the Principle of Due Process contemplated both in Article IV, numeral 1.2, of the Preliminary Title and in article 248, subsection 2, of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter TUO LPAG), through Office No. 6996-2025-SMV/10, the administrative file referred to in Report No. 1752-2025-SMV/10.3 was made available to DIVISO SAF for review;

28. On December 16, 2025, DIVISO SAF presented its oral report before this Adjunct Superintendency;

II. ISSUES TO DETERMINE 29. In the present administrative procedure, in the opinion of this Adjunct Superintendency, it corresponds to determine the following: a) Whether DIVISO SAB incurred or did not incur an infringement of what is established in article 51 of the TUO LMV, by conducting a public offering without having previously registered the securities in the RPMV. b) Whether it corresponds or does not correspond to sanction Diviso SAF for what is stated in the preceding subsections;

III. ANALYSIS CHARGE: OF THE PUBLIC OFFERING WITHOUT HAVING PREVIOUSLY REGISTERED THE SECURITIES IN THE REGISTRY OF THE NORMS 30. Article 1 of the Single Text of the Organic Law of the Superintendency of the Securities Market, approved by Decree Law No. 26126 and its amendments (hereinafter, ORGANIC LAW), states: "Article 1. Definition, purpose and functions of the Superintendency of the Securities Market (SMV) (...) Functions of the Superintendency of the Securities Market (SMV) are the following: Issue the legal norms that regulate matters of the securities market, product market and collective fund system. Supervise compliance with the legislation of the securities market, product market and collective fund systems by natural and legal persons participating in said markets. (...)."

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" Page 6 of 149 Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

31. For its part, articles 1, 4, 5 and 51 of the TUO LMV21, establish the following: "Article 1°.- Purpose and Scope of the Law.- The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor. Public offerings of securities and their issuers, public offering securities, intermediation agents in the securities market, stock exchanges, securities clearing and settlement institutions, securitization societies, mutual investment funds in securities, investment funds and, in general, the other participants in the securities market, as well as the supervision and control body, are included in this law. Unless expressly stated otherwise, its provisions do not extend to private offerings of securities." "Article 4°.- Public Offering. - A public offering of securities is the invitation, adequately disseminated, that one or more natural or legal persons direct to the general public, or to certain segments thereof, to carry out any legal act referred to the placement, acquisition or disposal of securities." "Article 5°.- Private Offering. - A private offering is the offering of securities not included in the previous article. Without prejudice thereto, the following are considered private offerings: a) The offering directed exclusively to institutional investors. The securities acquired by these investors cannot be transferred to third parties, unless they do so to another institutional investor or the security is previously registered in the Public Registry of the Securities Market. b) The offering of securities whose lowest nominal value or unit placement value is equal to or greater than two hundred fifty thousand new soles (S/. 250,000.00). In this case, the securities cannot be transferred by the original acquirer to third parties with nominal values or placement prices lower; and, c) Those established by the SMV." "Article 51°.- Obligation of Registration.- Public offerings of securities require the prior registration of the same in the Registry, except when they are securities issued by the Central Reserve Bank and by the Central Government

21 The request letters for information issued by the SMV, as well as the documentation sent by DIVISO SAB, are in file No. 2024016113.

---

[RegAlert note: the English text above is a translation of the first 24,000 characters of a 295,538-character original (8% of the document). The remainder was not translated. The complete original-language text is stored with this document.]