[Last updated: 1 January 2024, unless otherwise noted]

A foreign company whose securities are already listed on an Approved Stock Exchange (currently, Australian Securities Exchange, BM&FBovespa, Bolsa de Madrid, Bombay Stock Exchange, Borsa Italiana, Euronext Amsterdam, Euronext Paris, Frankfurt Stock Exchange, Hong Kong Stock Exchange, London Stock Exchange, NASDAQ Stock Market, New York Stock Exchange, Oslo Bors, Shanghai Stock Exchange, SIX Swiss Exchange, Tokyo Stock Exchange and Toronto Stock Exchange) must file certain documentation with the Lima Stock Exchange (the BVL) and Superintendencia del Mercado de Valores (the SMV), including:

• Application letter.
• Main characteristics of the issuer.
• Main characteristics of the securities to be registered.
• The type of economic rights represented by the security and payment dates.
• Copies of resolutions adopted by the competent corporate body related to the listing.
• Copies of certain powers of attorney.
• Copies of agreements relating to SMV filings.

Also, securities of foreign companies that are filed by a sponsor for listing in the BVL, that have a class of securities listed with certain stock exchanges approved by the SMV, and are included in an Approved Stock Index (currently, Dow Jones, Industrial Average (DJI), Standard & Poor’s 500 Index (S&P 500), NYSE 100, NASDAQ 100, CAC 40 Index, AEX Index, FTSE 100 and TSX 60) are subject to special listing requirements (in terms of submission of documents and information) and are automatically listed in the BVL.

A foreign company that does not have a class of securities listed on a stock exchange in any Approved Stock Exchange must comply with the same requirements as a Peruvian company, except that the foreign company must file certain additional documentation with the BVL and the SMV, including:

• A copy of its financial statements, prepared in accordance with the disclosure requirements of the primary market endorsed by an internationally recognized foreign audit firm.
• A brief description of the regulatory environment of the country of incorporation of the issuer and the main differences with Peruvian legislation.
• A brief description of the differences between the accounting standards used by the issuer and those applicable in Peru.
• Restrictions and control mechanisms to which the issuer may be subject in its country of incorporation.
• An affidavit signed by the legal representative of the issuer agreeing to sign certain contracts.

[Last updated: 1 January 2024, unless otherwise noted]

In addition, if a foreign company is listed on an exchange, the following information must also be submitted to the BVL and the SMV:

• Name of the foreign institution in charge of the custody and settlement of the securities to be listed.
• Brief description of the public information systems implemented by the exchanges where the securities are listed.
• Brief description of the foreign exchanges where the securities are listed.
• Brief description of the trading history of the securities in the primary exchange.
• Copy of resolutions adopted by the relevant corporate body (i) to comply with all reporting obligations for the exchange where the securities are listed, (ii) appointing a person who will be the representative in charge of the listing process, who must be domiciled in Peru; and (iii) appointing the person who will act as representative of the company before the BVL and SMV (Representante Bursátil), who must be domiciled in Peru. An affidavit agreeing to submit to the BVL and the SMV all of the information filed with the foreign exchange where the securities are listed.

Accounting standards. If the securities are already listed on an Approved Stock Exchange, the foreign company is not required to provide financial statements at the time of initial listing. Subsequently, foreign companies with securities listed in an Approved Stock Exchange must file financial statements with the SMV and the BVL in accordance with the disclosure requirements of the primary market.

Domestic companies and foreign companies with securities not listed in an Approved Stock Exchange must report the following financial information:

• Annual report, no later than 31 March of each year.
• Annual audited financial statements, no later than 31 March of each year.
• Quarterly financial statements as of 31 March, 30 June, 30 September and 30 November of each year, no later than 30 April, 31 July, 31 October and 15 February, respectively.

These financial statements must be prepared in accordance with International Financial Reporting Standards (Normas Internacionales de Información Financiera).

Operating history. The BVL does not require any specific time period.

Management continuity. The BVL does not require any specific period of continuity of management.

[Last updated: 1 January 2024, unless otherwise noted]

Listing involves registering the class of securities with the SMV and the BVL. The SMV and the BVL will review the documentation presented upon registration. The following is a fairly typical process and timetable for a listing of a foreign private issuer on the BVL:

Link to Timetable

[Last updated: 1 January 2024, unless otherwise noted]

The SMV publishes a corporate governance code that contains basic governance principles for Peruvian companies, especially for those with securities registered in the BVL. Implementation of the corporate governance principles is not mandatory but is recommended for Peruvian companies with securities listed in the BVL.

The Corporate Governance Code covers 31 topics, including shareholders’ rights, shareholder meetings, board of directors and senior management, risk and compliance, and transparency of information.

Peruvian companies with securities listed on the BVL are required to file an annual self-assessment regarding the level of compliance or adherence to the corporate governance principles published by the SMV.

Foreign companies with securities listed on an Approved Stock Exchange are required to file with the SMV and the BVL all information that is required to be filed in their primary listing market, including in regard to corporate governance compliance.

[Last updated: 1 January 2024, unless otherwise noted]

A company seeking to list must pay both initial listing fees and annual fees. The initial listing fee is a percentage of total share capital, ranging from 0.040% for large companies to 0.048% for small companies, with a minimum fee of approximately PEN 14,643 (approx. US$3,955). After the initial listing, annual fees must be paid applying 0.002% on the total share capital, with a minimum fee of approximately PEN 732.15 (approx. US$198). Minimum fees are adjusted monthly for inflation.