Adjunct Superintendent Resolution for Conduct Supervision No. 015-2026-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 1 Electronic document digitally signed under 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. 015-2026-SMV/11
Lima, April 8, 2026

SEEN:
The administrative file No. 2026010174 and Report No. 551-2026-SMV/11.1, issued by the General Superintendent of Conduct Supervision (hereinafter, IGSC) of the Adjunct Superintendence of Conduct Supervision of Markets (hereinafter, SASCM).

CONSIDERING:

That, within the framework of what is provided for in Article 12 of the Regulations for Public Offers of Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments, by means of a written submission presented on March 4, 2026, Credicorp Capital Brokerage Agent Society S.A. submitted to the Securities Market Superintendence – SMV the documentation regarding the initiation of the Prior Public Acquisition Offer – Prior OPA, formulated by RBB Salus Holdings Limited, to acquire a maximum number of 12,907,627 (twelve million nine hundred seven thousand six hundred twenty-seven) common shares representing the social capital of Azzaro Trading S.A., equivalent to the total number of shares issued by the issuer, subject to the acquisition of a minimum number of 11,455,821 (eleven million four hundred fifty-five thousand eight hundred twenty-one) common shares of the aforementioned society, which represent 88.75% of the social capital of Azzaro Trading S.A.;

That, having initiated the Prior OPA on the common shares representing the social capital of Azzaro Trading S.A., taking into account what is provided for in Article 15 of the Regulations for Public Offers of Acquisition and Purchase of Securities by Exclusion, by means of a material event of March 13, 2026, Azzaro Trading S.A. made known to the market the "Board of Directors' Report on the Public Offer of Acquisition of common shares representing the social capital of Azzaro Trading S.A.", which explicitly states that "on the occasion of the OPA, the Board of Directors has received a valuation of the Company as of December 31, 2025, carried out by the valuation firm Lincoln Partners Advisors LLC. The conclusions of said valuation (...), and as has been commented on and reviewed by the board, the OPA Share Price would be within the range of value determined by the valuation firm."; however, Azzaro Trading S.A. did not reveal the respective valuation report to the market;

That, upon detection of said information and considering what is provided for in Articles 15 and 56, letter g), of the Regulations for Public Offers of Acquisition and Purchase of Securities by Exclusion, by means of Letter No. 1240-2026-SMV/11.1 of March 24, 2026 and Letter No. 1417-2026-SMV/11.1 of March 30, 2026, the IGSC required Azzaro Trading S.A., among others, to incorporate the valuation report prepared by Lincoln Partners Advisors LLC;

That, by means of a material event of March 31, 2026, Azzaro Trading S.A. disseminated a document titled "Confidential Draft / Project Salus / Discussion Materials" ("Borrador Confidencial / Proyecto Salus / Materiales de debate", in Spanish), which contains redacted information, alleging confidentiality, but without presenting any legal opinion supporting the same; it is necessary to indicate that, in view of this situation, taking into account the principles of transparency, orderly development of the market, and protection of investors that underpin the securities market, as well as the relevance of having sufficient information about a public offer for informed decision-making by investors, the IGSC considered that the requirement formulated had not been met and that the said information was relevant within the framework of the Prior OPA on the common shares representing the social capital of Azzaro Trading S.A. formulated by RBB Salus Holdings Limited;

That, by means of Adjunct Superintendent Resolution SMV No. 014-2026-SMV/11 of March 31, 2026 (hereinafter, Suspension Resolution), it was ordered, among others, (i) to suspend the Prior OPA formulated by RBB Salus Holdings Limited, until it is determined that there are no grounds justifying the suspension of the said offer, as provided for in Article 17 of the Regulations for Public Offers of Acquisition and Purchase of Securities by Exclusion; and that (ii) RBB Salus Holdings Limited adopt the necessary actions so that, once the suspension of the offer is lifted, investors can have a reasonable period to analyze the information and adopt a duly informed decision within the framework of the same;

That, by means of a material event of April 1, 2026, Azzaro Trading S.A. declared, among others, that "the Valuation Report presented to the market – despite being titled 'Confidential Draft / Project Salus / Discussion Materials' – constitutes the final and only existing report on the valuation of Azzaro (Liderman business), and there is no other valuation regarding Azzaro that could have been subject to review by the Board of Directors of the latter" and presented the legal opinion issued by Mr. José Antonio Payet Puccio, in which, among others, it is stated: (i) "the information that was censored in the document presented to the market corresponds exclusively to sections of the Valuation Report referring to other assets and investments that have no relation with the Company nor with the OPA"; and, (ii) "the relevant information for the decision of the recipients of the Offer has already been adequately revealed to the market through the presentation of the chapter 'Liderman Valuation Analysis'";

That, by means of a material event of April 7, 2026, Azzaro Trading S.A., among others, stated that "(...) the conclusion and signature of Lincoln Partners that were included in the material event of March 26, 2026, come from the letter by which Lincoln Partners submitted the Valuation Report to The Carlyle Group – which has been duly publicized to the market – (...)", attaching said letter;

That, considering what is provided for in Article 17 of the Regulations for Public Offers of Acquisition and Purchase of Securities by Exclusion,

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 2 Electronic document digitally signed under 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

it is noted that, by means of material events of March 31, 2026, April 1, and April 7, 2026, Azzaro Trading S.A. has disseminated to the securities market – making certain clarifications – the information on the valuation carried out by Lincoln Partners Advisors LLC – mentioned in the "Board of Directors' Report on the Public Offer of Acquisition of common shares representing the social capital of Azzaro Trading S.A." – as well as that the said information is available to investors, for the purpose that they can adopt informed decisions within the framework of the Prior OPA on the common shares representing the social capital of Azzaro Trading S.A.;

That, taking into account the above, it is considered that the suspension of the Prior OPA formulated by RBB Salus Holdings Limited on the common shares representing the social capital of Azzaro Trading S.A. must be lifted and, therefore, it corresponds that said offer be resumed, leaving without effect what was provided for by the Suspension Resolution;

That, without prejudice to the foregoing, taking into account that the dissemination and clarification of the information related to the valuation carried out by Lincoln Partners Advisors LLC only concluded on April 7, 2026, for the purpose that investors can have a reasonable period to analyze the information and adopt an informed decision within the framework of the Prior OPA on the common shares representing the social capital of Azzaro Trading S.A., it is reasonable that the validity period originally established in the Prior OPA Information Prospectus be extended by five (05) trading days, that is, to the remaining trading day (01) of the validity period originally established, five (05) trading days must be added; and,

Being in accordance with what is provided for in Article 43, numeral 26, of the Regulations on Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1°.- Leave without effect the suspension of the Prior Public Acquisition Offer formulated by RBB Salus Holdings Limited to acquire a maximum number of 12,907,627 (twelve million nine hundred seven thousand six hundred twenty-seven) common shares representing the social capital of Azzaro Trading S.A., equivalent to the total number of shares issued by the issuer, subject to the acquisition of a minimum number of 11,455,821 (eleven million four hundred fifty-five thousand eight hundred twenty-one) common shares of the aforementioned society, which represent 88.75% of the social capital of Azzaro Trading S.A., ordered by Adjunct Superintendent Resolution SMV No. 014-2026-SMV/11 of March 31, 2026, for the reasons exposed in the considering part of this resolution.

Article 2°.- RBB Salus Holdings Limited is responsible for adopting the necessary actions so that, once the suspension of the Prior Public Acquisition Offer on the common shares representing the social capital of Azzaro Trading S.A. is lifted, the validity period originally established in the Information Prospectus of the said offer is extended by five (05) additional trading days, for the purpose that investors can analyze the information and adopt

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 3 Electronic document digitally signed under 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

a duly informed decision; updating the documents that correspond.

Article 3°.- Communicate this Resolution to the Lima Stock Exchange S.A. for its immediate dissemination to the market, as well as publish it on the Institutional Page of the SMV in the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 4°.- Transcribe this Resolution to RBB Salus Holdings Limited, in its capacity as offeror; to Azzaro Trading S.A., in its capacity as issuer and target company; to Credicorp Brokerage Agent Society S.A., in its capacity as intermediary agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.

Register, communicate, and disseminate.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Conduct Supervision of Markets