PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

General Intendancy Resolution SMV No. 054-2023-SMV/11.1

Lima, 07 August 2023

The General Intendant of Conduct Supervision

Whereas:

File No. 2023033462, as well as Internal Report No. 1098-2023-SMV/11.1 dated 07 August 2023, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision;

Considering:

That, by letters dated 31 July 2023 and 03 August 2023, Alfin Banco S.A. requested the Superintendency of the Market in Securities – SMV, within the framework of the regime applicable to the Institutional Investors Market, the registration of the issuance program called «First Subordinated Bonds Program of Alfin Banco», up to a maximum issuance amount of S/ 50’000,000.00 (Fifty Million and 00/100 Soles), and the registration of the respective Framework Prospectus in the section «Of the Institutional Investors Market» of the Public Registry of the Securities Market – RPMV;

That, in the documentation and information submitted in support of the request to which this resolution refers, it is noted that in the Universal General Shareholders' Meeting of Alfin Banco S.A., held on 22 May 2023, the terms, characteristics and conditions of the issuance program called «First Subordinated Bonds Program of Alfin Banco» were approved, up to a maximum issuance amount of S/ 50’000,000.00 (Fifty Million and 00/100 Soles), or its equivalent in US Dollars, which could have one or more issuances;

That, by SBS Resolution No. 02256-2023 dated 28 June 2023, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS resolved to issue a favorable opinion for Alfin Banco S.A. to carry out the issuance of the «First Subordinated Bonds Program of Alfin Banco» up to a maximum amount of S/ 50’000,000.00 (Fifty Million and 00/100 soles), indicating, among others, that said program would be valid for one (01) year from the date of registration of the program in the Public Registry of the Securities Market of the Superintendency of the Market in Securities, if it is carried out through public offering;

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The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

That, in accordance with the provisions of article 6 of the Regulation of the Institutional Investors Market, approved by SMV Resolution No. 021-2013-SMV/01 and its amending norms, the competence of the SMV in the registration procedure of a public offering directed exclusively to institutional investors that are under the regime of the aforementioned regulation, as well as of the respective program and securities, is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investors Market; without this implying a pronouncement or validation regarding the content of the documentation or a certification on the goodness, the solvency of the issuer, nor on the risks of the security, the offering or the program;

That, in that sense, from the evaluation carried out on the documentation submitted by Alfin Banco S.A., within the framework of its request, it has been verified that said entity has complied with presenting the requirements established in article 8 of the Regulation of the Institutional Investors Market for the offerings indicated in article 2, numeral 2.1, of the aforementioned regulation;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, General Legal Norms, 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 administrative resolutions referring to the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of informative prospectuses, 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 article 1 of the Law for the Promotion of the Securities Market, Law No. 30050; articles 2, 7, 8 and 10 of the Regulation of the Institutional Investors Market; as well as 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, which empowers the General Intendancy of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and to evaluate and/or resolve any procedure related to such offerings.

Resolves:

Article 1°.- To order, within the framework of an advance procedure, the registration of the issuance program called «First Subordinated Bonds Program of Alfin Banco», up to a maximum issuance amount of S/ 50’000,000.00 (Fifty Million and 00/100 Soles), and the registration of the Framework Prospectus in the section «Of the Institutional Investors Market» of the Public Registry of the Securities Market – RPMV.

Article 2°.- The issues and/or offers made under the registration referred to in Article 1° of this resolution may be made during the year following the date of registration of the issuance program in the Public Registry of the Securities Market, and must be directed exclusively to institutional investors, in accordance with the provisions of the Regulation of the Institutional Investors Market.

Article 3°.- The placement of the securities to be registered under the «First Program of Subordinated Bonds of Alfin Banco» may be made as established in Article 11 of the Regulation of the Institutional Investors Market, provided that the term of the program has not expired.

Article 4°.- The securities issued under the Regulation of the Institutional Investors Market may only be offered, subscribed, acquired or placed among institutional investors, in accordance with the provisions of Article 6, numeral 6.10, of the aforementioned regulation.

Article 5°.- As long as the issuer maintains securities registered in the Public Registry of the Securities Market – RPMV, under the provisions of the general regime of the securities market, the applicable periodic and occasional information disclosure regime shall be that contained in the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and in the regulatory norms that develop the obligations contained in said law, prevailing over the disclosure regime provided in the Regulation of the Institutional Investors Market, in accordance with the provisions of its Articles 6, numerals 6.6 and 6.8, and 16.

Article 6°.- The competence of the Superintendency of the Securities Market – SMV in the registration procedure referred to in Article 1° of this resolution is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investors Market, without such verification implying a pronouncement or validation as to its content, or a certification as to the soundness, the solvency of the issuer, or the risks of the security or the offer.

Likewise, it is not for the Superintendency of the Securities Market – SMV to rule on the claims or complaints that may arise regarding said registration or the offer of securities derived therefrom, without prejudice to the civil and/or criminal liabilities that may correspond to those responsible for the preparation and presentation of the information.

Article 7°.- The registration of the issuance program referred to in this resolution has not involved 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 as to its soundness, the solvency of the issuer, or the risks of the security or the offer, in accordance with the provisions of Articles 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 respective informative prospectus does not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects.

Article 8°.- 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 di gitally signed under Law No. 27269, Law of Di gital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

Article 9°.- Transcribe this Resolution to Alfin Banco S.A., as issuer; to Grupo Coril Sociedad Agente de Bolsa S.A., as placement agent; BNB Valores Perú S.A. Sociedad Agente de Bolsa, as Representative of the Bondholders; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

Signed by: GODOS GARCIA Alix Fernando
Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

Electronic document di gitally signed under Law No. 27269, Law of Di gital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml