Superintendent Resolution No. 076-2025-SMV/02

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
Superintendent Resolution
No. 076-2025-SMV/02
Lima, July 4, 2025
The Superintendent of the Securities Market
HAVING SEEN:
File No. 2025023227 and Report No. 906-2025-
SMV/10.2 dated July 4, 2025, issued by the General Supervision of Entities Intendancy (IGSE), with the favorable ruling of the Deputy Superintendent of Prudential Supervision; CONSIDERING:
That, through CONASEV Resolution No. 021-2010- EF/94.01.1 dated February 9, 2010, operating authorization was granted to NCF Bolsa Brokerage Society S.A. 1 (hereinafter, DIVISO SAB) to operate as a brokerage society, now Diviso Bolsa Sociedad Agente de Bolsa S.A.; That, through Letter No. 717-2025-SMV/10.2 (hereinafter, LETTER 717) 2 dated February 6, 2025, the General Supervision of Entities Intendancy (hereinafter, IGSE) communicated to DIVISO SAB that Diviso Financial Group S.A. (hereinafter, DGF) and Andean Equity Financial Ltd (hereinafter, ANDEAN EQUITY) had ceased to have recognized economic solvency, in accordance with the provisions of articles 4 and 11-A of the Common Rules for entities requiring authorization for organization and operation of the SMV, approved by Resolution SMV No. 039-2016-SMV/01 and its amendments (hereinafter, COMMON RULES), and they were requested to present documentation accrediting the remediation of the observed situation; That, DIVISO SAB provided a response to LETTER 717 (hereinafter, SHAREHOLDERS' RESPONSE) with letters and attachments dated February 11, 2025 (hereinafter, LETTERS), in which DGF and ANDEAN EQUITY explain the actions they plan to execute as part of their so-called "Patrimonial Strengthening Plan" (hereinafter, STRENGTHENING PLAN); That, through Letter No. 1156-2025-SMV/10.2 dated February 26, 2025; the Deputy Superintendent of Prudential Supervision (hereinafter, SASP) communicated to DIVISO SAB that, according to the SHAREHOLDERS' RESPONSE, the observations regarding DGF and ANDEAN EQUITY had not yet been remedied, and they were requested that, within a period not exceeding thirty (30) calendar days, reverse the non-compliance situation referenced in LETTER 717 concerning the economic solvency of the aforementioned shareholders and provide, with respective documentary support, that this situation no longer persists;

1 Through a General Shareholders' Meeting held on November 29, 2013, it was agreed to approve the modification of the corporate name of the company to Diviso Bolsa Sociedad Agente de Bolsa S.A.
2 File No. 2025005122.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
That, DIVISO SAB, through a writing dated March 26, 2025, requested an extension of one hundred eighty (180) calendar days for the remediation of the observations referred to the fact that DGF and ANDEAN EQUITY had ceased to have recognized economic solvency; That, through Letter No. 1833-2025-SMV/10.2 the SASP granted to DIVISO SAB an extension of 30 calendar days, which expired on April 30,
2025. Therefore, until that date, it was necessary to provide, with respective documentary
support, that DGF and ANDEAN EQUITY possessed economic solvency, in accordance with applicable regulations; That, for its part, the IGSE with Letter No. 1794-2025- SMV/10.2 dated March 28, 2025, requested information 3 from DIVISO SAB with the purpose of evaluating the impact that the events described in the STRENGTHENING PLAN would have, which, as indicated in the LETTERS, would allow recovering the economic solvency of DGF and ANDEAN EQUITY; That, however, DIVISO SAB, through relevant event 4 dated April 29, 2025, informed about the transfer of all shares representing its share capital to eleven (11) new shareholders: Yésica Ysabel Del Carpio, Nicole Alexandra Espinoza Rengifo, Evely Herrera Peña, José Augusto Domenack Casas, Julio Angel Peraltilla Fernandez Baca, Diego Jesús Rodríguez Torres, Miguel Ángel Rodríguez Vargas, Enma Dabida Rojas Pomahuali, Julio César Kanashiro Tome, Catalina Rabinovich Woloshin and Janina Rosalinda Castro Nuñez; That, DIVISO SAB informed, through relevant event 5 dated May 7, 2025, that Mr. José Augusto Domenack Casas transferred all the shares representing the share capital under his title in favor of Mrs. Esperanza Teresa Livelli Bacigalupo; That, through Letter No. 3009-2025-SMV/10.2 (hereinafter, LETTER 3009) 6 dated May 26, 2025, it was requested to DIVISO SAB to submit, among other things, the sworn statement of patrimonial assets of the following shareholders: Yésica Ysabel Del Carpio, Nicole Alexandra Espinoza Rengifo, Evely Herrera Peña, Esperanza Teresa Livelli Bacigalupo, Julio Angel Peraltilla Fernandez Baca, Diego Jesús Rodríguez Torres, Miguel Ángel Rodríguez Vargas, Enma Dabida Rojas Pomahuali, Julio César Kanashiro Tome, Catalina Rabinovich Woloshin and Janina Rosalinda Castro Nuñez (hereinafter, SHAREHOLDERS), indicating if they are subject to any type of encumbrance or limitation for free availability, as well as a list of their debts; That, DIVISO SAB responded to LETTER 3009 through writings dated June 04 and 05, 2025, attaching the sworn statements of patrimonial assets (hereinafter, PATRIMONIAL DECLARATION) of the SHAREHOLDERS;

3 Among others, it was requested: i) the balance sheet, income statement and notes to the financial statements of ANDEAN EQUITY and Esquema Investment S.A., ii) copy of the contract signed on February 13, 2025 between Caja Rural de Ahorro y Crédito Los Andes S.A. and DGF, for the sale of the latter's participation in the Alternative Credit Company S.A. and iii) copy of the purchase and sale contract of 99.99% of shares of Esquema Investment S.A., celebrated between DGF and Bleauvelt Enterprises S.A. 4 File No. 2025019332. 5 File No. 2025021065. 6 File No. 2025023227.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
That, through Letter No. 3347-2025-SMV/10.2 (hereinafter, LETTER 3347) dated June 16, 2025, complementary information was requested from DIVISO SAB regarding Messrs. Julio César Kanashiro Tome, Catalina Rabinovich Woloshin and Janina Rosalinda Castro Nuñez; That, DIVISO SAB requested, through a letter dated June 24, 2025, an extension of ten (10) business days to respond to the request made through LETTER 3347; That, through Letter No. 3464-2025-SMV/10.2 dated June 24, 2025, an extension of ten (10) business days regarding LETTER 3447 was granted to DIVISO SAB, which will expire on July 7, 2025; That, to determine if it corresponds to suspend the operating authorization of DIVISO SAB, it is necessary to analyze, previously, the competence of the Superintendent of the Securities Market (hereinafter, SMV) to issue such a measure and the circumstances that must be considered for the exercise of this faculty; That, in accordance with article 3, numeral 14, literal ii), of the Unified Text of the Organic Law of the Securities Market Superintendency, approved by Decree Law No. 26126 and its amendments, the Superintendent of the Securities Market is empowered to automatically suspend the operating authorization granted to legal entities under its supervision and control, without it being necessary to initiate a sanctioning administrative procedure, among other cases, when any of its shareholders incurs in impediment or ceases to comply with the requirements established by regulation. Likewise, in case the non-compliance that originates the suspension persists, the Superintendent of the Securities Market may revoke the operating authorization without it being necessary to initiate a sanctioning administrative procedure; That, in conformity with article 11-A of the COMMON RULES all shareholders of entities 7 , such as mutual fund management companies and investment fund management companies and brokerage societies must count, at all times, to the satisfaction of the SMV, with economic solvency; That, when any of the shareholders loses or ceases to comply with one of the conditions and/or requirements to be a shareholder, he or the entity must inform said situation to the SMV immediately after having taken knowledge of said circumstance and proceed, if applicable, to its immediate remediation. This, in accordance with article 30-A of the Regulation of Intermediation Agents, approved by Superintendent Resolution No. 034-2015-SMV/01 and its amending norms (hereinafter, AI REGULATION). Likewise, when the SMV takes knowledge of the fact, the Deputy Superintendent of Prudential Supervision, or the body acting in its place, may grant a period to the supervised society to reverse the non-compliance situation or prove that the situation generating the non-compliance of the conditions and/or requirements that its shareholders must comply with permanently does not persist, which may be extended only once considering reasons duly substantiated;

7 Article 2 of the COMMON RULES defines Entities as legal persons that require authorization for organization from the SMV and that are included in article 1 of the present norm. In that sense, article 1 of the COMMON RULES includes within its scope of application mutual fund management companies, investment fund management companies and brokerage societies.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
That, if a period has been granted, and upon its expiration, the non-compliance with the conditions and/or requirements that must be complied with permanently by the shareholders of a fund management company and brokerage society persists, the Superintendent of the Securities Market may suspend the operating authorization of the referred entities and, if the non-compliance persists, may revoke said authorization; From the financial situation of DIVISO SAB That, according to the financial information sent by DIVISO SAB, it has been learned that at the close of the 2024 fiscal year 8 , it registered negative results of S/ 6,036 thousand. These results are explained mainly by the devaluation of the investments that this entity made in fund units and by the reduction of its operational revenues; That, upon analyzing the results included between the 2020 to 2024 fiscal years, it was found that DIVISO SAB reports accumulated losses of S/ 2,411 thousand; Chart No. 1 Source: Income statements sent by DIVISO SAB (*) 2025 information corresponds to accumulated results at the end of May for DIVISO SAB 9 That, the historical economic results evidence deficient management in the entity. This situation seriously compromises the financial position of DIVISO SAB and makes highly probable the need to make capital contributions in the future by the shareholders, with the purpose of complying with the minimum equity levels required by current regulations on prudential limits; From the shareholding composition of DIVISO SAB

Financial information at the close of 2024 sent by DIVISO SAB through files No. 2025008863 dated February 28, 2025 Financial information at the close of May sent by DIVISO SAB through file No. 2025028449 dated June 30, 2025.
793.87
1,222.08 953.55 655.76
(6,036.74)
367.66
2020 2021 2022 2023 2024 2025*
Evolution of profits (losses) of DIVISO SAB
(amounts expressed in thousands of soles)

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
That, DIVISO SAB communicated the new composition of its shareholding, according to the detail of the following table:
Table No. 1
Participation of shareholders in the share capital of DIVISO SAB No. LAST NAMES AND NAMES SHARE PARTICIPATION 1 CASTRO NUÑEZ, JANINA ROSALINDA 9% DEL CARPIO CASTRO, YESICA YSABEL (hereinafter, YESICA DEL CARPIO) 10% ESPINOZA RENGIFO, NICOLE ALEXANDRA (hereinafter, NICOLE ESPINOZA) 8% HERRERA PEÑA, EVELY (hereinafter, EVELY HERRERA) 8% 5 KANASHIRO TOMÉ, JULIO CÉSAR 10% LIVELLI BACIGALUPO, ESPERANZA TERESA (hereinafter, ESPERANZA LIVELLI) 10% PERALTILLA FERNANDEZ BACA, JULIO ÁNGEL (hereinafter, JULIO PERALTILLA) 10% 8 RABINOVICH WOLOSHIN, CATALINA 10% RODRÍGUEZ TORRES, DIEGO JESÚS (hereinafter, DIEGO RODRÍGUEZ) 8% 10 RODRÍGUEZ VARGAS, MIGUEL ÁNGEL (hereinafter, MIGUEL RODRÍGUEZ) 9% 11 ROJAS POMAHUALI, ENMA DABIDA (hereinafter, ENMA ROJAS) 8% From the analysis of the economic solvency of DIVISO SAB shareholders
1) GENERAL CRITERIA
That, the IGSE evaluated the economic solvency of the following shareholders of DIVISO SAB: YESICA DEL CARPIO, NICOLE ESPINOZA, EVELY HERRERA, ESPERANZA LIVELLI, JULIO PERALTILLA, DIEGO RODRÍGUEZ, MIGUEL RODRÍGUEZ and ENMA ROJAS (hereinafter and collectively, EVALUATED SHAREHOLDERS). For this purpose, it reviewed the information presented by DIVISO SAB in response to LETTER 3009, as well as the information obtained by the SMV within the framework of its supervisory functions; That, in the evaluation that the IGSE performs on the economic solvency of organizers and shareholders, it considers their patrimonial backing and their capacity to carry out successive capital increases that allow the entity to face significant operational costs during the development of its operations. For this effect, special attention must be paid to the liquid assets, or eventually to easily liquidable assets, that organizers or shareholders possess;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
That, in the present case, the IGSE evaluated the economic solvency of the aforementioned shareholders considering the payment they must make for the shares of DIVISO SAB, excluding interests. Likewise, their economic solvency was analyzed based on the minimum share capital required 10 to a brokerage society. In this way, consistently, the prudential requirement applied to a brokerage society is transferred to its shareholders, who are the last responsible for its patrimonial backing, taking into account that, according to the COMMON RULES, the requirements of economic solvency and moral suitability are exigible to shareholders by virtue of their status as such; That, it should be noted that the moral suitability analysis of the EVALUATED SHAREHOLDERS has not been performed;
2) CONDITIONS OF THE SHARE PURCHASE SALE
That, prior to the patrimonial analysis, the conditions of the share purchase sale by the SHAREHOLDERS must be highlighted. Therefore, the following aspects of the purchase contracts (hereinafter, CONTRACTS) are presented below:

• The sale price will be paid by the SHAREHOLDERS in eight (8) installments, over a term of eight (8) years and three (3) months as follows:
  Table No. 2
  Payment schedule for the purchase of DIVISO SAB shares according to the percentage acquired by each SHAREHOLDER 11 (Amounts expressed in soles) PAYMENT PAYMENT DATE PAYMENTS PER SHAREHOLDER 8% Participation 12 9% Participation 10% Participation Payment 1 26/07/2026 127,501.94 143,439.69 159,377.43 Payment 2 26/07/2027 102,091.52 114,852.96 127,614.41 Payment 3 26/07/2028 102,378.51 115,175.82 127,973.14 Payment 4 26/07/2029 102,091.52 114,852.96 127,614.41 Payment 5 26/07/2030 102,091.52 114,852.96 127,614.41 Payment 6 26/07/2031 102,091.52 114,852.96 127,614.41 Payment 7 26/07/2032 102,378.51 115,175.82 127,973.14 Payment 8 26/07/2033 2,034,091.52 2,288,352.96 2,542,614.41 TOTAL 2,774,716.56 3,121,556.13 3,468,395.76

10 Through Circular No. 008-2025-SMV/10.2 dated January 3, 2025, it was communicated to DIVISO SAB that the minimum share capital for the year 2025 for brokerage societies was S/ 2,406,328.00.
11 The amounts described in Table No. 2 were calculated based on the payment schedule detailed as an annex in each of the CONTRACTS. In that sense, these amounts include the principal plus the interest on the debt.
12 It was identified that the first payment of DIEGO RODRÍGUEZ, for the purchase of 8% of shares of DIVISO SAB, was S/ 127,792.52. However, for the rest of the SHAREHOLDERS, who acquired the same participation in DIVISO SAB, the first payment is S/ 127,501.94; this latter amount was considered for the preparation of Table No. 2.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship.
It should be noted that the price per share of DIVISO SAB is S/ 1.50.
Likewise, according to the CONTRACTS, the payment schedule contemplates a financing cost corresponding to an effective annual rate of 5.21%.
Regarding the SHAREHOLDERS; the total payment for the shares of DIVISO SAB is S/ 24,625,900.23. This amount considers financing costs.

• The payment of the shares will be made solely with the funds received by way of dividends. In case the dividends are not sufficient for the payment of the installment, the unpaid balance will accumulate to the next year's installment, and so on, successively, until the maturity date of the last installment provided in the payment schedule. Under no circumstances will the SHAREHOLDERS pay with resources different from the dividends of DIVISO SAB.
• If upon reaching the last installment, the dividends received by the SHAREHOLDERS prove insufficient to cover the pending balance of payment of the installments of the purchase-sale; the contract will be resolved ipso jure, without judicial declaration in accordance with articles 1371 and 1430 of the Civil Code. In this case, the sellers waive forced execution of the contract and any debt, whereby the SHAREHOLDERS are released.
• The shareholders may unilaterally resolve the contract, in accordance with article 1430 of the Civil Code, in case they take knowledge of the existence or initiation of any process or judicial, administrative, labor, arbitral, bankruptcy or any other type of action that falls directly or indirectly on the shares object of sale.
• In the two preceding cases, the shares will return to the ownership of the SELLERS who will retain for themselves as sole and exclusive penalty or responsibility in their favor all payments made by way of sale price up to the resolution of the contract.
  That, in accordance with what has been stated above, it is understood that, if the payment must be effected with the distribution of dividends, the data on net profits and dividend distributions made during recent years must be analyzed:
  Table No. 3
  Historical Profits and Dividends 2020 – 2024 of DIVISO SAB (Amounts expressed in thousands of soles) FISCAL YEAR DIVISO SAB Profit (loss) Dividend Distribution 2020 S/ 793.87 NO 2021 S/ 1,222.08 NO 2022 S/ 953.55 NO 2023 S/ 655.76 NO 2024 (S/ 6,036.00) NO TOTAL (S/ 2,411.49) -

PERU Ministry of Economy and Finance

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Superintendencia del Mercado de Valores
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That, as stipulated in the CONTRACTS, although SHAREHOLDERS are not obligated to cover installment payments with their own resources, according to clause 2.5 of said contracts it is established that "(…) In no case shall the Shareholder of the Company pay with resources other than the Company's dividends, the annual Installments";

That, without prejudice to the implications that the aforementioned clause limits shareholders to canceling, if they so wish, the amount of installments with own resources, it must be indicated that during the last five (5) years, i.e., between the years 2020 and 2024, no dividends were distributed. Likewise, it can be evidenced that accumulated net profits during said period have been negative; thus, DIVISO SAB registers accumulated losses of S/ 2,411.49 thousand and S/ 7,890.00 thousand, respectively;

That, it must be highlighted that, although historical results do not necessarily repeat in the future, it is the duty of the SMV to make prudent decisions to protect market integrity. Considering this, and taking into account the results recorded in the last five (5) years, there are no elements supporting the probability that the EVALUATED SHAREHOLDERS can pay for the shares purchased from DIVISO SAB for an amount of S/ 17,146,500.00 (without considering the financing cost included in the CONTRACTS) 13;

That, in this scenario, if these amounts cannot be paid, upon maturity of the final installment, the SHAREHOLDERS lose what was paid and the sellers become owners of the shares again;

That, the clauses of the CONTRACTS under which sellers can recover ownership of the shares (second clause, clauses 2.6, 2.7 and 2.8) imply a legal act that directly involves ownership of more than ten percent (10%) of the shares representing the social capital, and that grants a third party the exercise of voting rights in said percentage, of DIVISO SAB;

That, on this point, according to Article 12 of the COMMON RULES, every legal act that directly involves more than ten percent (10%) of the shares representing the social capital and that grant a third party the exercise of voting rights in said percentage must have prior authorization from the SMV;

That, in this order of ideas, although the CONTRACTS have been presented through which sellers would transfer ownership of the shares to the SHAREHOLDERS, there is also a legal act 14 (in accordance with Article 140 of the Civil Code) through which a transfer from the SHAREHOLDERS to the sellers is established subject to the suspensive condition established in the second clause, clauses 2.6, 2.7 and 2.8, of the CONTRACTS. This occurs in the following scenarios:

• If upon arrival at the payment date of the final installment of the schedule, the dividends received by the SHAREHOLDERS prove insufficient to cover the pending balance of the sale price, the shares will return to full ownership of the SELLERS. It should be remembered that SHAREHOLDERS have been prohibited from paying installments with own resources other than dividends.

• The SHAREHOLDERS may unilaterally resolve the purchase-sale contract if they become aware of the existence or initiation of any judicial, administrative, labor, arbitral, bankruptcy, or any other type of process that falls directly or indirectly on the shares object of the sale.

That, however, in the present case, the aforementioned resolutions with suspensive conditions are legal acts that would return the shares to DGF, which does not have economic solvency to be a shareholder of DIVISO SAB, according to what is established in Letters No. 1156-2025-SMV/10 and No. 1833-2025-SMV/10. Consequently, it would not be possible for DGF to obtain prior authorization to subscribe to these clauses;

3) EVALUATION OF SWORN DECLARATIONS OF PATRIMONIAL INFORMATION

That, taking into account that the EVALUATED SHAREHOLDERS should be able to cover the purchase price of the shares of DIVISO SAB (S/ 17,146,500.00), this payment obligation will be contrasted with the available liquid assets they have stated they possess in their WEALTH DECLARATION;

That, likewise, it will be analyzed whether the EVALUATED SHAREHOLDERS have liquid assets for an amount superior to the equivalent of their percentage participation in the minimum social capital of DIVISO SAB, as detailed below:

Table No. 4
Contributions per shareholder of DIVISO SAB to comply with minimum capital as of 2025 Minimum Capital SAB: S/ 2,406,328.00 SHAREHOLDER PART (%) Reference Contribution (Amounts weighted by shareholding participation) YÉSICA DEL CARPIO 10% S/240,632.80 NICOLE ESPINOZA 8% S/192,506.24 EVELY HERRERA 8% S/192,506.24 ESPERANZA LIVELLI 10% S/240,632.80 JULIO PERALTILLA 10% S/240,632.80 DIEGO RODRÍGUEZ 8% S/192,506.24 MIGUEL RODRÍGUEZ 9% S/216,569.52 ENMA ROJAS 8% S/192,506.24

That, the WEALTH DECLARATION collected information on the monthly income of the SHAREHOLDERS, with the purpose of reviewing if they have the capacity to generate resources sustainably and verifying that there is congruence between said capacity and the declared assets;

That, income from salaries and others has not been considered as assets, because they represent future cash flows, and are subject to uncertain conditions such as employment continuity, contractual changes, or other contingencies. Furthermore, these incomes, once received, may be reflected as savings or in their assets, which will be considered to determine the solvency of the EVALUATED SHAREHOLDERS;

That, additionally, jewelry and precious stones cannot be considered as liquid assets, for prudential purposes, because they lack a title registration;

That, on the other hand, vehicles (cars, pickup trucks, etc.), despite having market value, may require months to be sold, suffer constant depreciation, and potential sale is subject to individual negotiation. Likewise, in the case of real estate, their sale usually requires prolonged processes (months), in addition to notarial and registry procedures involved. On the other hand, paintings or pictures are artistic-type assets, their value is difficult to verify objectively, and their sale depends on the interest of specific third parties. Therefore, all assets described in this paragraph are considered non-liquid and, therefore, do not form part of the calculation of the economic solvency of the EVALUATED SHAREHOLDERS;

That, regarding debts or liabilities, within the framework of this evaluation, the declared information was contrasted with Experian credit reports, issued by Sentinel for each of the EVALUATED SHAREHOLDERS 15. In this way, the latest available information based on the date of subscription of the WEALTH DECLARATION and the date of information of the Experian report has been considered;

That, it must be highlighted that the criteria evaluated by the General Superintendent of Entity Supervision through Letter No. 3671-2025-SMV/10.2 are of a prudential nature. Averages or favorable cases for the realization of assets are not considered. This is reasonable, since shareholders of a society with operating authorization to capture public savings must clearly maintain the necessary economic solvency. Considering averages or success cases would mean an imminent risk to the market;

That, on this point, in accordance with Letter No. 3671-2025-SMV/10.2, the shareholders: Yesica Ysabel Del Carpio, Nicole Alexandra Espinoza Rengifo, Evely Herrera Peña, Esperanza Teresa Livelli Bacigalupo, Julio Angel Peraltilla Fernandez Baca, Diego Jesús Rodríguez Torres, Miguel Angel Rodríguez Vargas and Enma Dabida Rojas Pomahuali, who represent 71% of the shares of the social capital of DIVISO SAB, do not have economic solvency. Therefore, it is noted that DIVISO SAB has not been able to prove the economic solvency of its shareholders, as required through letters No. 1156-2025-SMV/10 of February 26 and No. 1833-2025-SMV/10 of March 31, 2025;

Suspension of Operating Authorization

That, the suspension of the operating authorization of DIVISO SAB must be carried out in compliance with what is provided by Article 3, clause 14, letter ii), of the Unified Text of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126 and its amendments (hereinafter, ORGANIC LAW);

That, within the framework of the supervision of stockbroker societies, the regulations establish minimum requirements for market participants to operate, in order to maintain equilibrium and safety in the activities they perform vis-à-vis third parties;

That, in this context, shareholders of stockbroker societies must have, at all times, to the satisfaction of the SMV, economic solvency. This requirement stems from the need to have implicit backing for the capital of said entities in case they face adverse economic situations and it is required that shareholders make capital contributions to absorb losses or comply with relevant prudential limits. Likewise, in clause 3) above, the methodology used to analyze the economic solvency of the EVALUATED SHAREHOLDERS to acquire shares of a stockbroker society is described;

That, in accordance with LETTER 717 of February 6, 2025, the IGSE communicated to DGF and ANDEAN EQUITY, direct and indirect shareholders, respectively, of DIVISO SAB, that they had ceased to have recognized economic solvency. This, in accordance with what is provided by Articles 4 and 11-A of the COMMON RULES, and requested presentation of documentation accrediting the remediation of the observed situation;

That, with Letter No. 1156-2025-SMV/10 of February 26, 2025, the SASP communicated to DIVISO SAB that, according to the RESPONSE OF SHAREHOLDERS, the observations regarding DGF and ANDEAN EQUITY had not yet been remediated. Likewise, they were requested that, within a term not exceeding thirty (30) calendar days, reverse the situation of non-compliance referred to in LETTER 717, regarding the economic solvency of the aforementioned shareholders, and accredit, with respective documentary support, that said situation was not maintained;

That, regarding this, DIVISO SAB, through writing dated March 26, 2025, requested an extension of one hundred eighty (180) calendar days for the remediation of the observations referring to DGF and ANDEAN EQUITY having ceased to have recognized economic solvency;

That, on this point, through Letter No. 1833-2025-SMV/10, the SASP granted DIVISO SAB an extension of thirty (30) calendar days, which expired on April 30, 2025. Therefore, by that date, it was necessary to accredit, with respective documentary support, that DGF and ANDEAN EQUITY had economic solvency, in accordance with applicable regulations;

That, on its part, the IGSE with Letter No. 1794-2025-SMV/10.2 of March 28, 2025, requested information from DIVISO SAB with the purpose of evaluating the impact that the facts described in the STRENGTHENING PLAN would have, which, as indicated in the LETTERS, would allow recovering the economic solvency of DGF and ANDEAN EQUITY;

That, however, DIVISO SAB, through relevant event of April 29, 2025, informed about the transfer of all shares representing its social capital to the SHAREHOLDERS. It should be noted that DIVISO SAB informed, with relevant event of May 7, 2025, that Mr. José Augusto Domenack Casas transferred all the shares representing the social capital of his title in favor of Mrs. Esperanza Teresa Livelli Bacigalupo;

That, in this order of ideas, through LETTER 3009 of May 26, 2025, it was requested to DIVISO SAB to send, among others, the sworn declaration of patrimonial goods of the SHAREHOLDERS, indicating if they are subject to any type of encumbrance or limitation for free availability, as well as a list of their debts;

That, regarding this, DIVISO SAB responded to LETTER 3009 through writings dated June 4 and 5, 2025, attaching the WEALTH DECLARATION of the SHAREHOLDERS and OTHER SHAREHOLDERS;

That, through LETTER 3447 of June 16, 2025, complementary information was requested from the COMPANIES DIVISO regarding OTHER SHAREHOLDERS;

That, we must highlight that through Letter No. 3671-2025-SMV/10.2 of July 4, 2025, it was communicated to DIVISO SAB that the economic solvency of the EVALUATED SHAREHOLDERS was analyzed, and it was concluded that they had not accredited having the necessary economic solvency to be a shareholder of DIVISO SAB;

That, it should be noted that it was not the object of Letter No. 3671-2025-SMV/10.2 to supervise if these shareholders comply with moral solvency to be shareholders of DIVISO SAB;

That, consequently, it has been corroborated that DIVISO SAB has not remedied the observations regarding the economic solvency of the shareholders, direct and indirect, DGF and ANDEAN EQUITY, with the transfer of shares from DGF to the EVALUATED SHAREHOLDERS. It should be noted that the term granted to DIVISO SAB by the SASP through Letter No. 1156-2025-SMV/10 and extended by Letter No. 1833-2025-SMV/10 for this remediation has expired to date;

That, for the foregoing, in order to preserve the integrity of the capital markets and, thereby, the interests of clients of a stockbroker society, it is necessary to suspend the activities of those stockbroker societies and fund administrators, in cases where their shareholders do not meet the minimum requirements or conditions to perform as such. This suspension seeks to be a temporary measure to protect the interests of clients and potential clients of these entities. This, in accordance with Article 3, clause 14, letter ii), of the ORGANIC LAW;

That, consequently, the suspension measure can only be lifted when DIVISO SAB demonstrates that its shareholders have the necessary economic solvency, to the satisfaction of the Securities Market Superintendence, and comply with the minimum conditions and requirements to be shareholders of a stockbroker society and, if applicable, obtain authorization for the corresponding share transfers;

That, it should be noted that this decision must be evaluated regardless of whether the evaluation of the economic solvency of OTHER SHAREHOLDERS continues; and,

In view of what is provided by Article 3, clause 14, letter ii), of the Unified Text of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126, as well as by Article 12, clause 6, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Suspend the operating authorization granted to Diviso Bolsa Sociedad Agente de Bolsa S.A. for having the following eight (8) shareholders, who represent 71% of its social capital: Yésica Ysabel Del Carpio, Nicole Alexandra Espinoza Rengifo, Evely Herrera Peña, Esperanza Teresa Livelli Bacigalupo, Julio Ángel Peraltilla Fernandez Baca, Diego Jesús Rodríguez Torres, Miguel Ángel Rodríguez Vargas and Enma Dabida Rojas Pomahuali; over whom it has not been accredited that they have economic solvency, in accordance with Article 11-A of the Common Rules to entities requiring authorization of organization and functioning of the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and its amendments, and by virtue of what is provided in Articles 27, letter a), 30 and 30-A of the Regulation of Intermediation Agents, approved by Superintendent Resolution No. 034-2015-SMV/01 and its modifying norms. Consequently, this stockbroker society cannot exercise the functions referred to in Article 190 of the Unified Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments.

Article 2º.- The suspension of the operating authorization will remain in force for a term of thirty (30) business days, unless Diviso Bolsa Sociedad Agente de Bolsa S.A. accredits that the shareholders referred to in Articles 1° and 2° of this resolution have the necessary economic solvency, to the satisfaction of the Securities Market Superintendence, and comply with the minimum requirements and conditions according to regulations, in addition to obtaining authorization for the corresponding share transfers, if applicable.

Article 3º.- Diviso Bolsa Sociedad Agente de Bolsa S.A. must comply with informing the Securities Market Superintendence, the day after the execution of the measure ordered in Article 1° of this resolution and under responsibility, the information that the Securities Market Superintendence requests.

Article 4º.- Diviso Bolsa Sociedad Agente de Bolsa S.A. informs the Securities Market Superintendence the day after the execution of the measure and under responsibility, through inventory, the securities or financial instruments that it maintains under its custody, as well as the money and checks pending delivery of ownership to its clients.

Article 5º.- Designate the president of the board of directors of Diviso Bolsa Sociedad Agente de Bolsa S.A., Mr. Julio César Kanashiro Tome, as the person responsible for ensuring the correct administration, custody and management of assets, guarantees, documents, information and any rights corresponding to Diviso Bolsa Sociedad Agente de Bolsa S.A. This designation may be modified by resolution issued by the Adjunct Superintendent of Prudential Supervision.

Article 6º.- The suspension measure imposed does not exempt Diviso Bolsa Sociedad Agente de Bolsa S.A. from complying with obligations contracted in the market prior to the decreeed suspension, nor from complying with said obligations during the suspension period, insofar as pertinent.

Article 7º.- The measure imposed does not exempt shareholders, directors or managers of Diviso Bolsa Sociedad Agente de Bolsa S.A. from administrative liability incurred during the operation of said societies.

Article 8º.- Publish this resolution on the Institutional Website of the Securities Market Superintendence on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 9º.- This resolution enters into force on the day of its notification to Diviso Bolsa Sociedad Agente de Bolsa S.A.

Article 10º.- Transcribe this resolution to Diviso Bolsa Sociedad Agente de Bolsa S.A., to CAVALI S.A. ICLV and to Lima Stock Exchange S.A.

Register, communicate and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market