PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

General Intendancy Resolution SMV No. 049-2024-SMV/11.1

Lima, 03 September 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024028853, as well as Internal Report No. 1150-2024-SMV/11.1 dated 03 September 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document presented on 03 July 2024, Alicorp S.A.A. requested from the Superintendency of the Market in Securities – SMV, within the framework of an early procedure, the registration of the issuance program called «Second Program of Corporate Bonds and Short-Term Instruments Alicorp», up to a maximum outstanding amount of S/ 1,500’000,000.00 (One Thousand Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market – RPMV;

That, from the documentation and information presented in support of the request to which this resolution refers, it has been noted that in the General Shareholders' Meeting of Alicorp S.A.A., held on 29 November 2023, financing was approved, through the capital market, for the restructuring of liabilities through the issuance of debt-representative instruments in the sum of S/ 1,500’000,000.00 (One Thousand Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars; likewise, it was approved to delegate to the Board of Directors and/or Management of the company, expressly and in the broadest manner, all powers necessary to determine the number and amount of each of the issuance programs, provided that these —together— do not exceed the amount of the financing, the number of issuances, and each of the terms, characteristics and conditions —including the determination of the type of debt-representative instrument— of the issuances to be made within the program;

That, within the framework of the aforementioned agreement, the Board of Directors of Alicorp S.A.A., in its session of 03 June 2024, approved that the financing through the capital market be carried out through a bond issuance program

Electronic document digitally signed within the framework of Law No. 27269, Law of Signatures and Digital 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

Electronic document digitally signed within the framework of Law No. 27269, Law of Signatures and Digital 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

corporate and short-term instruments, up to a maximum outstanding amount of S/ 1,500´000.000 (One Thousand Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, the same that would be called «Second Program of Corporate Bonds and Short-Term Instruments Alicorp»; and, delegated to Messrs. Álvaro Correa Malachowski, Manuel Enrique Romero Valdez, Jaime Manuel Paredes Tumba and Julio Ernesto Carrasco Carrasco, so that any two of them, acting jointly, may determine and modify the amount, terms, characteristics and other conditions of the «Second Program of Corporate Bonds and Short-Term Instruments Alicorp» and of the respective issuances and/or series made within the framework of the program;

That, by document and documentation presented on 26 August 2024, Alicorp S.A.A. remedied the observations made by the Superintendency of the Market in Securities – SMV, complying with the documentation and information requirements demanded by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its amending and complementary norms;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Norms of General Character, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its amending norms, establishes that the decisions contained in the administrative resolutions that resolve the registration of securities and the registration of the informative prospectuses corresponding to the issuance programs, within the framework of an early procedure, in the Public Registry of the Securities Market, must be disseminated through the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,

In accordance with the provisions of articles 58 and following of the Single Ordered Text of the Securities Market Law; as well as by article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendency of the Market in Securities, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to resolve the requests made by the administered related to primary public offerings and evaluate and/or resolve any procedure related to such offerings.

Resolves:

Article 1°.- To order, within the framework of an early procedure, the registration of the issuance program called «Second Program of Corporate Bonds and Short-Term Instruments Alicorp», up to a maximum outstanding amount of S/ 1,500’000.000 (One Thousand Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market – RPMV.

Article 2.- The registration of the securities and the registration of the Supplements to the Framework Prospectus that are made under the program referred to in Article 1 of this Resolution shall be effected under an

PERU Ministry of Economy and Finance
SMV
Superintendency of the Market of Securities

"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

automatic approval procedure as long as Alicorp S.A.A. maintains its status as a qualified entity and it involves the issuance of typical securities.

Otherwise, the registration of the securities and the registration of the corresponding prospectuses shall be subject to the provisions of Article 14, paragraph 14.3.2, of the Regulation on Primary Public Offering and Sale of Securities.

Article 3.- The issuances and/or offers made under the program referred to in Article 1 of this resolution, in accordance with the provisions of Article 14, paragraph 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities, may be made during the six (06) years following the date of registration of the issuance program, a term that is non-extendable.

After three (03) years from the validity of the registration of the program and within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all variations made to it as of the date of its submission, as well as the update of the remaining documentation and information that is pertinent; otherwise, it may not make new offers until it complies with said procedure.

Article 4.- The placement of the securities made under the «Second Program of Corporate Bonds and Short-Term Instruments Alicorp» may be made within a non-extendable term that does not exceed three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market – RPMV, as long as the term of validity of the registration of the program and the advance procedure have not ended, and the corresponding information and documentation are duly updated, in accordance with the provisions of Article 25 of the Regulation on Primary Public Offering and Sale of Securities.

Article 5.- The registration of the issuance program referred to in Article 1 of this resolution has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic-financial situation of the issuer, and does not imply certification by the Superintendency of the Securities Market – SMV regarding its soundness, the solvency of the issuer, or the risks of the security or the offer; the issuer being responsible for the veracity of the information presented to the market, in accordance with the provisions of Articles 13, 21 and 24 of the Single Ordered Text of the Securities Market Law.

Likewise, the registration of the issuance program and the registration of the Framework Prospectus do not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities to be issued under said program or expresses a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 6.- Disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Electronic document digitally signed under the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

Electronic document digitally signed under the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

Article 7.- Transcribe this resolution to Alicorp S.A.A., in its capacity as issuer; to Banco de Crédito del Perú, in its capacity as structuring entity; to Credicorp Capital Sociedad Agente de Bolsa S.A., in its capacity as placement agent; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

César Figueroa Benites
General Intendant (e)
General Intendancy of Conduct Supervision