Superintendent Resolution No. 147-2025-SMV/02

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Superintendent Resolution
No. 147-2025-SMV/02
Lima, December 5, 2025

The Superintendent of the Securities Market

HAVING SEEN:

File No. 2025041426 and Report No. 1795-2025-SMV/10.2 dated December 4, 2025, from the General Superintendent's Office of Supervision of entities, with a favorable opinion from the Assistant Superintendent of Prudential Supervision;

CONSIDERING:

That, pursuant to Article 137 of the Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO LMV), no person, alone or with their affiliates, may be the direct or indirect owner of shares issued by a stock exchange representing more than ten percent (10%) of the share capital with voting rights, nor exercise voting rights for more than said percentage, except in cases of corporate integration between exchanges or between exchanges and securities clearing and settlement institutions, authorized by the Securities Market Superintendency – SMV;

That, according to Article 222, letter c), of the TUO LMV, except for stock exchanges, no person, alone or with their affiliates, may be the direct or indirect owner of shares issued by a securities clearing and settlement institution representing more than 10% of the share capital with voting rights, nor exercise voting rights for more than said percentage. However, the aforementioned norm states that these restrictions do not apply in cases of corporate integration between securities clearing and settlement institutions or between these and exchanges, at the local or international level, authorized by the SMV, provided that the requirements established by said entity through a general norm are met and in accordance with Article 137, insofar as applicable;

That, in accordance with Article 137 of the TUO LMV, the SMV may authorize corporate integration between stock exchanges and securities clearing and settlement institutions, provided that at minimum the following requirements are verified: (i) that the shares of the controlling legal entity are registered in the Public Registry of the Securities Market; (ii) that by mandate of law or by statutory provisions, shareholding dispersion is maintained in the controlling legal entity referred to in the second paragraph of Article 137 of the TUO LMV; (iii) that the controlling company is supervised by an entity with functions equivalent to the SMV; and (iv) that the stock exchange constituted in Peru implements control mechanisms that allow it to promptly ascertain compliance with the shareholding dispersion limits in its controller and that in case of non-compliance, it can immediately communicate this to the SMV;

That, through Superintendent Resolution No. 066-2020-SMV/02 and its amendment, the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions were approved. In its Article 4, the requirements to request corporate integration authorization were established, and in Article 7, the conditions of the notice published on the applicants' websites. Likewise, Articles 10 and 11 establish the permanent compliance obligations of the controller and the authorized entities of the economic group of the controllers;

That, corporate integration between stock exchanges, between securities clearing and settlement institutions, or between stock exchanges and securities clearing and settlement institutions, is an exception to the participation limits established in Articles 137 and 222, letter c), of the TUO LMV. In this way, under the figure of corporate integration, it is permitted for certain legal entities to be direct or indirect owners of shares with voting rights issued by a stock exchange and/or a securities clearing and settlement institution, representing more than 10% of the share capital with voting rights, and to exercise voting rights for more than said percentage;

That, in accordance with what is established in Article 137, letter d), of the TUO LMV, within the framework of corporate integration, the stock exchange constituted in Peru must implement control mechanisms that allow it to promptly ascertain compliance with the limits referred to in letter b), so that in case of non-compliance, it can immediately report this to the SMV;

That, through Superintendent Resolution No. 046-2021-SMV/02 dated May 20, 2021, the corporate integration of Bolsa de Valores de Lima S.A.A. and CAVALI S.A. ICLV was authorized. This was due to the simple reorganization approved by the general shareholders' meeting of Bolsa de Valores de Lima S.A.A. on January 11, 2019. Through this agreement, Bolsa de Valores de Lima S.A.A., now named Grupo BVL S.A.A., segregated and transferred in favor of Bolsa de Valores de Lima S.A. a block of assets that includes, among others, the operating authorization under which Bolsa de Valores de Lima S.A.A. operates as a stock exchange;

That, subsequently, through Superintendent Resolution No. 008-2023-SMV/02 dated February 3, 2023, the corporate integration of Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV with the Santiago Stock Exchange, Stock Exchange, and the Colombian Stock Exchange was authorized, within the framework of a regional integration. Through this integration, the parent company of these legal entities is Holding Bursátil Regional S.A., which would be the controller of Grupo BVL S.A.A., a company that maintains the exception to shareholding limits based on the corporate integration approved through Superintendent Resolution No. 046-2021-SMV/02;

That, through a written submission submitted by December 2, 2025, Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV, their controllers Grupo BVL S.A.A. and Holding Bursátil Regional S.A., as well as Nuam Internacional SPA, who will assume the position of direct controller of Grupo BVL S.A.A. (hereinafter, APPLICANTS); requested that corporate integration be authorized. This integration, according to the respective project, will be implemented through the transfer of all or a part representing more than 50% of the shares owned by Holding Bursátil Regional S.A., issued by Grupo BVL S.A.A., in favor of Nuam Internacional SPA, within the framework of a capital increase process;

That, the capital increase by non-monetary contributions of Holding Bursátil Chilena S.A. to Nuam Internacional SPA, will have the effect that the former becomes the direct controller of the latter and that the latter becomes the direct controller of Grupo BVL S.A.A. It should be noted that Grupo BVL S.A.A. will continue to be the controller of Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV;

That, regarding Nuam Internacional SPA, through General Superintendent's Resolution SMV No. 054-2025-SMV/11.1 dated October 22, 2025, the SMV ordered the registration as national securities of the shares representing its share capital in the Public Registry of the Securities Market, under the responsibility of the SMV;

That, according to what was stated by the APPLICANTS, Nuam Internacional SPA is a joint-stock company constituted in the Republic of Chile, through a public deed dated November 30, 2023;

That, likewise, according to what was stated by the APPLICANTS, Nuam Internacional SPA will be a shareholder of Grupo BVL S.A.A. when Holding Bursátil Regional S.A. carries out the capital increase through the contribution of shares. Therefore, the authorization granted to exempt from the limit established in Articles 137 and 222, letter c), of the TUO LMV, within the framework of a corporate integration, will enter into force when the capital contribution is materialized;

That, the APPLICANTS presented the agreements of their competent bodies where the decision to integrate corporately is recorded;

That, the shareholder of Nuam Internacional SPA modified the ninth article referred to the shareholding limit in the controller, in compliance with what is established in Articles 137 and 222, letter c), of the TUO LMV. Likewise, in the public deed, it is established that this modification is subject to the suspensive condition of the SMV authorization to carry out the corporate integration;

That, regarding the statutes, the version that will be in force if the corporate integration is authorized was presented. In this sense, with respect to this document, compliance with the requirements indicated in Article 4, letter c), of the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions was evaluated;

That, Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV must comply with what is stated in Articles 137 and 222, letter d), of the TUO LMV, that is, they must implement control mechanisms that allow them to promptly ascertain compliance with the shareholding dispersion limits in their controller and, in case of non-compliance, communicate it immediately to the SMV. Likewise, the APPLICANTS must permanently comply with the obligations established in Articles 10 and 11 of the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions, as applicable;

That, regarding the control of the shareholding limit, it is necessary to point out that in accordance with what is stated in the aforementioned Article 10, letter d), the controllers must inform the SMV and the authorized entities immediately when the maximum limits established in letter c) of the aforementioned article are breached. The controller must establish the control mechanisms and necessary procedures for this purpose. This obligation extends to the direct controller and the indirect controller located at the end of the ownership chain;

That, in this regard, the APPLICANTS presented the "Policy for the control of the shareholding limit of SPA" corresponding to Nuam Internacional SPA. Additionally, in the administrative procedures that gave rise to Superintendent Resolution No. 046-2021-SMV/02 and Superintendent Resolution No. 008-2023-SMV/02, the "Policy for the control of the shareholding limit of Holding Bursátil Regional" and the "Control of the share ownership limit of Grupo BVL" were presented, respectively;

That, in this sense, the SMV may require the controllers and/or the authorized entities, the list of shareholders and their percentage of direct and indirect share ownership with respect to Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV, in order to verify that the shareholding limit and the control measures established in the cited documents are complied with;

That, likewise, the APPLICANTS presented the "Policy for the Economic Framework of SPA", corresponding to Nuam Internacional SPA, which was approved with the objective of establishing mechanisms and necessary procedures to ensure that Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV comply with maintaining the minimum equity and capital and the minimum infrastructure requirements established by the applicable regulation;

That, additionally, in Article 10 of Superintendent Resolution No. 046-2021-SMV/02, it was ordered that from the entry into force of the corporate integration, the controlling company Grupo BVL S.A.A., in its capacity as parent of Bolsa de Valores de Lima S.A., must permanently maintain the minimum share capital contemplated in the First Transitional and Final Provision of Law No. 27649 and in Conasev Resolution No. 029-2003-EF/94.10. In case of non-compliance with this provision, what is established in Article 12 of the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions applies;

That, in this sense, the APPLICANTS must permanently comply with the obligations and requirements that served as the basis for these authorizations, as well as with the obligations derived from this authorization. It should be noted that such obligations are described in the securities market regulations applicable, documents issued by the SMV, the statutes, the Economic Framework Policy, the Shareholding Limit Control Policy, and other documents approved by the corresponding bodies of said entities;

That, in accordance with the evaluation of the documentation presented by the APPLICANTS, it has been determined that they have met the requirements to authorize the corporate integration of Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI S.A. ICLV, subject to what is established in the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions and in the TUO LMV; That, it is not the object of this administrative procedure to rule on or evaluate the operational aspects of the integration included in the "2025 Corporate Integration Project" nor to rule on its viability; and,

Being in accordance with what is provided by Article 3 of the Concordant Single Text of the Organic Law of the Securities Market Superintendency, approved by Decree Law No. 26126 and modified by Law No. 29782, Law on Strengthening the Supervision of the Securities Market; Article 12, numeral 3A, of the Regulation on Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and amendments, and Article 9 of the Rules for the corporate integration of stock exchanges and securities clearing and settlement institutions;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency

RESOLVES:

Article 1°.- Authorize the corporate integration of Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A and CAVALI S.A. ICLV, where Holding Bursátil Regional S.A. will transfer all or a part representing more than 50% of the shares issued by Grupo BVL S.A.A. owned by it in favor of Nuam Internacional SPA within the framework of a capital increase process by non-monetary contributions. In this way, the latter will be the direct controller of Grupo BVL S.A.A., maintaining in force the exceptions to shareholding limits based on the corporate integration approved through Superintendent Resolution No. 046-2021-SMV/02 and Superintendent Resolution No. 008-2023-SMV/02.

Article 2°.- The corporate integration authorized by this resolution will enter into force on the date of the materialization of the contribution of shares of Grupo BVL S.A.A. by Holding Bursátil Regional S.A. in favor of Nuam Internacional SPA within the framework of the capital increase process of the latter. This event must be communicated to the SMV, as a material event, by Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI S.A. ICLV on the day it occurs.

Article 3°.- The SMV may require Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV, the list of shareholders and their percentage of direct and indirect share ownership with respect to the latter two, in order to verify that the shareholding limit and the control measures approved by the controllers are complied with, as well as other documentation that accredits that the requirements for which this authorization was granted are maintained.

Article 4°.- Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV must disseminate this resolution on their respective websites for a period of ten (10) business days counted from the day following its notification.

Article 5º.- This resolution will enter into force from the day following its notification.

Article 6º.- Order the publication of this resolution on the Institutional Portal of the Securities Market Superintendency (https://www.gob.pe/smv).

Article 7°.- Transcribe this resolution to Holding Bursátil Regional S.A., Nuam Internacional SPA, Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and Cavali S.A. ICLV.

Register, communicate, and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market