Superintendency Resolution No. 021-2026-SMV/10

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 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 Superintendency Resolution SMV No. 021-2026-SMV/10 Lima, April 6, 2026 SEEN:
File No. 2025037304 and Report No. 525-2026-
SMV/10. of April 6, 2026, referring to the request for authorization of Diviso Bolsa Brokerage Society S.A. for the transfer of shares in favor of Ms. Catalina Rabinovich Woloshin and Mr. Julio César Kanashiro Tome; CONSIDERING:
That, by CONASEV Resolution No. 021-2010-
EF/94.01.1 of February 9, 2010, operating authorization was granted to NCF Brokerage Society S.A.1 to operate as a brokerage society, today, Diviso Bolsa Brokerage Society S.A. (hereinafter, DIVISO SAB); That, by Letter No. 3671-2025-SMV/10.2 of July 4, 2025 (hereinafter, LETTER 3671), the General Superintendency of Entity Supervision (hereinafter, IGSE) communicated to DIVISO SAB that the economic solvency of Yésica Ysabel Del Carpio Castro (hereinafter, MS. DEL CARPIO), Nicole Alexandra Espinoza Rengifo, Evely Herrera Peña, Esperanza Teresa Livelli Bacigalupo, Julio Ángel Peraltilla Fernández Baca, Diego Jesús Rodríguez Torres, Miguel Ángel Rodríguez Vargas and Enma Dabida Rojas Pomahuali was evaluated, and it was concluded that it had not been proven that the aforementioned persons had the economic solvency needed to become shareholders of DIVISO SAB. It should be noted that, after the maximum fifteen (15) business day deadline to file an administrative appeal against LETTER 36712 expired, it was not challenged by DIVISO SAB. Consequently, LETTER 3671 became final; That, with a filing presented on August 21, 2025, supplemented on August 27, 2025, DIVISO SAB requested authorization to carry out a share transfer, pursuant to which Ms. Catalina Rabinovich Woloshin (hereinafter, MS. RABINOVICH) and Mr. Julio César Kanashiro Tome (hereinafter, MR. KANASHIRO), would obtain a participation of forty-four percent (44%) and thirty-eight (38%), respectively, of the social capital of DIVISO SAB. Hereinafter, MS. RABINOVICH and MR. KANASHIRO will be referred to jointly as the SHAREHOLDERS; That, by Letter No. 5647-2025-SMV/10.2 of October 3, 2025 (hereinafter, OBSERVATION LETTER), the IGSE sent observations to DIVISO SAB;

1 By Universal Shareholders' Meeting held on November 29, 2013, it was agreed to approve the modification of the company's name to Diviso Bolsa Brokerage Society S.A.
2 According to what is established in article 218 of the Single Text of the General Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO OF THE LPAG).
Digitally Signed by:
GUTIERREZ
OCHOA Omar
Dario FAU
20131016396 soft
Date: 6/04/2026
12:14:04

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 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 That, with a filing presented on October 16, 2025, DIVISO SAB responded to the OBSERVATION LETTER; That, in response to a request received via email on October 16, 20253 and filing on October 22, 2025, on October 29, 2025, an in-person meeting was held between IGSE officials and MR. KANASHIRO and Mr. César Abertano Arbe Saldaña within the framework of the authorization request presented; That, in Letter No. 6376-2025-SMV/10.2 of November 7, 2025, it is specified that in the aforementioned meeting, MR. KANASHIRO stated that he could present more information and/or documentation to the file, so DIVISO SAB was asked if it would present additional documentation; That, on November 10, 2025, DIVISO SAB presented a document titled "Action Plan – Corrective Measures" (hereinafter, ACTION PLAN), with proposals to remedy various observations made by the Surveillance Division (DIVE) as part of its supervision work; That, by filing presented on November 18, 2025, DIVISO SAB requested the modification of its initial petition, expanding the participations of MS. RABINOVICH4 and MR. KANASHIRO5 to forty-nine (49%) and forty-three (43%), respectively; That, in response to what was requested by the brokerage society, on November 19, 2025, officials of the Securities Market Superintendence - SMV held a second in-person meeting with MR. KANASHIRO and officials of DIVISO SAB; That, on December 3, 2025, DIVISO SAB presented various management documents related to the ACTION PLAN; That, in response to a new request received via email on December 5, 2025, on December 16, 2025, SMV officials held a third in-person meeting with MR. KANASHIRO and officials of DIVISO SAB. That, on February 19, 2026, the intermediary files an appeal against the fictitious denial by the IGSE of the authorization request for the transfer of DIVISO SAB shares in favor of MR. KANASHIRO and MS. RABINOVICH; presented on August 21, 2025; That, by Memorandum No. 748-2026-SMV/10.2 of February 20, 2026, the IGSE elevated the appeal to the Adjunct Superintendency of Prudential Supervision (hereinafter, SASP);

3 As specified in Letter No. 7386-2025-SMV/10.2.
4 Regarding MS. RABINOVICH, it is noted that she would acquire the shares of Julio Angel Peraltilla Fernández (10%), Evely Herrera Peña (8%), Nicole Alexandra Espinoza Rengifo (8%), Diego Jesús Rodriguez Torres (8%) and of Yesica Ysabel Del Carpio Castro (5%); which, added to the 10% she already had, would give a total of 49% participation in the social capital of DIVISO SAB. 5 Regarding MR. KANASHIRO, it is noted that he would acquire the shares of Esperanza Teresa Livelli Bacigalupo (10%), Janina Rosalinda Castro Nuñez (9%), Miguel Angel Rodriguez Vargas (9%) and of Yesica Ysabel Del Carpio Castro (5%); which, added to the 10% he already had, would give a total of 43% participation in the social capital of DIVISO SAB.

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 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 That, on March 16, 2026, DIVISO SAB presented its oral report before the SASP, and additionally presented additional written arguments; That, in accordance with article 12° of the Common Standards for entities requiring authorization for organization and operation of the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and its amendments (hereinafter, COMMON STANDARDS), any transfer of shares that allows a natural or legal person to reach or exceed direct or indirect ownership of more than 10% of the participation in the social capital of an Entity, must have prior authorization from the SMV, comply with presenting the information required to request authorization for organization, as applicable, and the procedure regulated in the aforementioned standard shall apply to it; That, for this purpose, the information and documentation detailed in article 5 must be sent, which allows accrediting the economic and moral solvency of the natural or legal person, and comply with what is established in article 6 of the COMMON STANDARDS; That, the economic solvency of shareholders, who exceed ten percent (10%) of participation in the social capital of a brokerage society, is determined based on the sworn declaration of patrimonial assets and the sworn declaration of source of funds, as well as the information that the SMV may obtain within the framework of its supervision functions; That, as part of the evaluation of the suitability and solvency of the acquirer of the shares subject to the transfer, for which authorization is requested, information was requested from some State entities, as well as from the Adjunct Superintendency of Risks; That in response to such requests, it was obtained as a response that the SHAREHOLDERS have not been, nor are they subject to a public and valid concursal procedure under the General Law of the Concursal System, that they do not present records of judicial processes in motion and/or archived and that they have not been reported in the World Check and Inspektor information systems6; ON THE ARGUMENTS PRESENTED IN THE APPEAL AND ITS EVALUATION

On the economic solvency of MR. KANASHIRO and MS. RABINOVICH
Arguments
That, DIVISO SAB maintains that the patrimonial sworn declarations of MR. KANASHIRO and MS. RABINOVICH evidence a patrimonial solvency supported by real estate, savings, investments and other assets, both exceeding the minimum capital required for a brokerage society; That, from this, it argues that requiring immediate liquidity would alter the regulatory standard, since the evaluation should focus on patrimonial solvency and not on liquidity. Likewise, it points out that, even recognizing that not all assets have the same prudential weight, the information presented allows for a reasonable analysis and to formulate specific observations if appropriate. That, in this sense, it questions that the authority intends to deny the authorization under an implicit liquidity criterion not foreseen in the regulations, and adds that economic solvency implies a sufficient patrimonial position, traceable and without incompatible debt, where liquidity is only a complementary element and not the main standard. Additionally, it emphasizes that the regulatory framework itself, by requiring patrimonial sworn declarations, confirms that the required analysis is essentially patrimonial. Evaluation of the arguments ON THE TRANSFER OF THE SHARES That, prior to the patrimonial evaluation of MS. RABINOVICH and MR. KANASHIRO (hereinafter and collectively the SHAREHOLDERS), the conditions under which the aforementioned share transfer would be carried out must be considered; That, DIVISO SAB states in its request that the share transfer does not contemplate the transfer of resources by the SHAREHOLDERS; That, on April 29, 2025, Diviso Financial Group S.A. (hereinafter, DGF)7 transferred all of its shares representing the social capital of DIVISO SAB. In this operation, MS. RABINOVICH and MR. KANASHIRO each acquired 10% of the participation in the social capital of DIVISO SAB, for which they signed with DGF separate sales contracts, as did nine other natural persons (hereinafter, SALES CONTRACTS)89; That, on August 21, 2025, each of the SHAREHOLDERS signed with DGF a contract titled "Contract for assignment of purchase option rights" (hereinafter, ASSIGNMENT CONTRACTS)10, through which DGF transmits the right to demand payment of the principal and agreed interest corresponding to some SALES CONTRACTS11, which resulted in MS. RABINOVICH acquiring 34% of the shares of DIVISO SAB, while MR. KANASHIRO12, 28%;

7 DGF owned 99.99% of DIVISO SAB shares, while NCF Shared Services S.A. owned the remaining 0.01%.
8 Through a similar mechanism, MS. RABINOVICH and MR. KANASHIRO each acquired 10% of the participation in the social capital of Diviso Funds Fund Administrator S.A. (hereinafter, DIVISO SAF).
9 Sent by DIVISO SAB via file No. 2025019332.
10 Sent by DIVISO SAB via file No. 2025037658.
11 Regarding MS. RABINOVICH, it is noted that she acquires the shares of Julio Angel Peraltilla Fernández (10%), Evely Herrera Peña (8%) Nicole Alexandra Espinoza Rengifo (8%), Diego Jesús Rodriguez Torres (8%); which, added to the 10% she had, gives a total of 44% participation in the social capital of DIVISO SAB. In relation to MR. KANASHIRO, it is noted that he acquires the shares of Esperanza Teresa Livelli Bacigalupo (10%), Janina Rosalinda Castro Nuñez (9%), Miguel Angel Rodriguez Vargas (9%); which, added to the 10% he had, gives a total of 38% participation in the social capital of DIVISO SAB. 12 On September 4, 2025, MS. RABINOVICH and MR. KANASHIRO signed similar contracts with the objective of reaching participation percentages of 38% and 44%, respectively, in the social capital of DIVISO SAF, for which the administrator presented a request via file No. 2025039060. On November 18, 2025, DIVISO SAF requested to expand the request of the aforementioned file in order to also approve the transfer of 10% of the shares of the capital of the administrator society owned by Yesica Ysabel Del Carpio Castro (MS. RABINOVICH and MR. KANASHIRO would acquire 5% each of said shares). No

PERÚ Ministry of Economy and Finance

The sale price will be paid by the SHAREHOLDERS in eight (08) installments, during a term of eight (08) years and three (03) months.
The payment schedule contemplates a financing cost corresponding to an effective annual rate of 5.21%.
The price per share of DIVISO SAB is S/ 1.50.
The payment of the shares will be made only with the funds received by way of dividends15. In case the dividends are not sufficient for the payment of the installment, the unpaid balance will be accumulated to the installment of the following year, and so on, successively, until the maturity date of the last installment provided in the payment schedule. In no case will the SHAREHOLDERS pay with resources different from the dividends of DIVISO SAB.
If upon the payment date of the last installment, the SHAREHOLDERS had not cancelled the agreed consideration according to the payment schedule and therefore there was an outstanding balance, the SHAREHOLDERS will hire a valuation company or investment bank, in order for it to value the shares whose consideration has not been cancelled, after which, the valuation company or investment bank will initiate a process for the transfer of said shares to third parties.
That, according to this, the total debt (principal and interest)16 that Mr. KANASHIRO would be assuming only for the purchase of the shares of DIVISO SAB, would be S/ 14,762,758.37, and that of MS. RABINOVICH S/ 16,819,152.38. Likewise, the total debt (principal and interest) that the SHAREHOLDERS would be assuming for the purchase of the shares of Diviso Funds Fund Administrator S.A. (hereinafter, DIVISO SAF) (10% each), would be S/ 1,948,989.72 each for this concept. (See Total Debt Annex);

notwithstanding, on January 9, 2026, DIVISO SAF withdrew from the procedure initiated via file No. 2025039060.
13 That is, they acquired, in total, 10% of the shares of Yesica Ysabel Del Carpio Castro in DIVISO SAB.
14 Presented by Diviso SAB via file No. 2025037658.
15 In accordance with what is established in numeral 2.5 of the SALES CONTRACTS, in clause third of the ASSIGNMENT CONTRACTS and in literal (ii) of numeral 1 of clause "SECOND" of the ADDENDUM.
16 According to the payment schedules included as annexes in the SALES CONTRACTS, in the ASSIGNMENT CONTRACTS and in the ASSIGNMENT CONTRACTS 2.

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 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 That, regarding this, it should be noted that the transfer operation is complex and is not limited to determining or estimating, a priori, the effectiveness of its completion in the terms of the respective contracts, due to its compliance depending on future scenarios (such as the results of DIVISO SAB) or the possible transfer to third parties interested in buying shares of DIVISO SAB. In this sense, since future scenarios cannot be foreseen and evaluated, the review of the request will be carried out as a definitive sale operation to the SHAREHOLDERS, with the effects this would generate, and based on the economic and moral solvency they have as of today; FINANCIAL SITUATION OF DIVISO SAB That, considering that the SHAREHOLDERS, together, will have a participation of 92% of the social capital in DIVISO SAB17, and that the payment would be made only with the dividends obtained, it is important to analyze the viability of the proposal, based on the data of net profits and dividend distributions made in recent years:
Table No. 1
Profits and Dividends 2020 - December 2025
Diviso SAB
(Thousands of Soles)
FISCAL YEAR
DIVISO SAB
Profit (loss) of the fiscal year Dividend distribution 2020 794 NO 2021 1,222 NO 2022 954 NO 2023 656 NO 2024 -6,036 YES 2025 -3,066 NO Accumulated Profit / Loss Dec. 2025 -7,008 That, in Table No. 1 it is appreciated that during the last six (6) years, that is between the years 2020 and 2025, DIVISO SAB did not distribute dividends, except for 202418. Likewise, it can be evidenced that DIVISO SAB records accumulated losses of S/ 7 million at the close of 2025. Therefore, the financial situation of DIVISO SAB would not allow sustaining any distribution of dividends; That, taking into account these results, and considering that, according to the SALES CONTRACTS, ASSIGNMENT CONTRACTS and the ADDENDUM, the payment of the shares will necessarily be made with the funds received by way of dividends, there are no elements that support the probability that the SHAREHOLDERS can comply with the payment schedules included in the SALES CONTRACTS, the ASSIGNMENT CONTRACTS and the ASSIGNMENT CONTRACTS 2; EVALUATION OF THE ECONOMIC SOLVENCY OF THE SHAREHOLDERS That in principle, it must be specified that article 11-A of the COMMON STANDARDS requires that shareholders have economic solvency, which implies evaluating: the quality of the assets, their degree of liquidity and realization, the requirement of charges or contingencies and the effective capacity for financial backing, among others; That, accepting what is argued by DIVISO SAB regarding that the evaluation of economic solvency should focus on patrimonial solvency and not on the capacity for its realization and that patrimonial solvency should not be disproven by an indebtedness

6 World Check and Inspektor are platforms that offer reports with search results in databases, as a comprehensive solution for advice, management and resolution of financial, regulatory and reputational risks. It includes, among others, databases of Politically Exposed Persons (PEPs) and vulnerable persons and entities, diligence reports, passport verification and risk assessment tools by country offer the means to deal with the entire spectrum of risks in all markets and industries.

PERÚ Ministry of Economy and Finance

17 The third shareholder of DIVISO SAB would be Mr. Daniel Abraham Romero Burgos with 8% participation, regarding whom the evaluation of his economic and moral solvency, among others, is pending.
18 Despite the fact that for the 2024 fiscal year, Diviso SAB recorded a period loss of S/ 6 million and accumulated losses of S/ 3.9 million, according to its audited financial information of 2024.

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Superintendency Resolution No. 021-2026-SMV/10

Lineage: In force