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General Intendence Resolution SMV No. 026-2024-SMV/11.1

Lima, 09 de abril de 2024

The General Intendence of Conduct Supervision

Vistos:

File No. 2024003203, as well as Internal Report No. 441-2024-SMV/11.1 of 09 April 2024, from the General Intendence of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

That, by means of documents filed on 25 January and 01 April 2024, Luz del Sur S.A.A. requested from the Superintendency of the Stock Market – SMV the registration, due to a fundamental change, of Update No. 10 of the Second Framework Prospectus of the "Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A."; as well as the registration of the respective updates, due to a fundamental change, of the Framework Prospectus Supplements corresponding to the "First Issuance of the Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.", "First Issuance of Short-Term Instruments of Luz del Sur S.A.A.", "Second Issuance of Short-Term Instruments of Luz S.A.A." and "Third Issuance of Short-Term Instruments of Luz del Sur S.A.A.", in the Public Registry of the Stock Market – RPMV, given that the change of structuring entity has been made;

That, it has been verified that by means of General Intendency Resolution SMV No. 055-2019-SMV/11.1 of 28 June 2019, within the framework of an advance procedure, the registration of the issuance program named "Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A." was ordered, for up to a maximum amount in circulation of US$ 500’000,000.00 (Five Hundred Million and 00/100 United States of America Dollars) or its equivalent in Soles, and the registration of the corresponding Framework Prospectus in the Public Registry of the Stock Market;

That, by means of General Intendency Resolution SMV No. 072-2019-SMV/11.1 of 02 October 2019, within the framework of the aforementioned program, the registration of the securities named "First Issuance of the Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A." was ordered, for up to a maximum amount in circulation of US$ 50’000,000.00 (Fifty Million and 00/100 United States of America Dollars) in Soles, and the

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registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market;

That, subsequently, on 25 July 2022, within the framework of an automatic approval procedure, the Second Framework Prospectus of the «Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.» was registered in the Public Registry of the Securities Market;

That, by means of Supervisory Intendancy Resolution SMV No. 082-2022-SMV/11.1 of 21 November 2022, within the framework of the «Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.», the registration of the securities called «First Issue of Short-Term Instruments of Luz del Sur S.A.A.» was ordered, up to a maximum outstanding amount of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles), and the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market;

That, on 16 May 2023, within the framework of the «Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.» and by means of an automatic approval procedure, the securities called «Second Issue of Short-Term Instruments of Luz del Sur S.A.A.» were registered, up to a maximum outstanding amount of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles), and the corresponding Supplement to the Framework Prospectus was registered in the Public Registry of the Securities Market;

That, likewise, on 11 October 2023, within the framework of the aforementioned program and by means of an automatic approval procedure, the securities called «Third Issue of Short-Term Instruments of Luz del Sur S.A.A.» were registered, up to a maximum outstanding amount of S/500’000,000.00 (Five Hundred Million and 00/100 Soles), and the corresponding Supplement to the Framework Prospectus was registered in the Public Registry of the Securities Market;

That, by means of a material event of 17 January 2024, Luz del Sur S.A.A. reported that Inteligo Sociedad Agente de Bolsa S.A. had informed that on that date the General Meeting of Bondholders of the «Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.» had been held, and that at said meeting it had been approved, among other things, that Banco de Crédito del Perú assume the role of structuring entity of the aforementioned program.

That, from the review of the documentation and information supporting the application to which this resolution refers, it is noted that the issuer has submitted the First Addendum to the Framework Act of the «Fourth Corporate Bond and Short-Term Instrument Program of Luz del Sur S.A.A.», signed between Luz del Sur S.A.A. —as issuer— and Inteligo Sociedad Agente de Bolsa —as Representative of the Bondholders—, by virtue of which Banco de Crédito del Perú assumes the position of structuring entity;

That, likewise, Luz del Sur S.A.A. has submitted the respective addenda to the Supplements of the Framework Act of the «First Issuance of Short-Term Instruments of Luz del Sur S.A.A.», «Second Issuance of Short-Term Instruments of Luz del Sur S.A.A.» and «Third Issuance of Short-Term Instruments of Luz del Sur S.A.A.», as well as the First Addendum to the Supplement of the Framework Contract of the «First Issuance of the Fourth Corporate Bond Program and

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Short-Term Instruments of Luz del Sur S.A.A.», all subscribed on 21 March 2024;

That, in accordance with the provisions of article 63 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, during the validity of the public offering placement, the issuer is obliged to keep the informative prospectus updated and any modification of the prospectus must be submitted to the Superintendency of the Securities Market – SMV, accompanied by the relevant documentation and information, prior to its delivery to investors;

That, with respect to variations in the offering, article 29 of the Regulation on Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its amending norms, establishes that changes in the conditions of the offering or of the program that may imply a variation in the risk level of the previously registered securities, such that they may modify the investment decision of a prudent investor, constitute fundamental variations;

That, by means of a document submitted on 08 April 2024, Luz del Sur S.A.A. concluded the submission of the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation on Primary Public Offering and Sale of Securities, for the registration of the updates, by fundamental variation, of the informative prospectuses corresponding to the «Fourth Corporate Bond and Short-Term Instruments Program of Luz del Sur S.A.A.», in the Public Registry of the Securities Market;

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 amendments, establishes that the decisions contained in administrative resolutions referring, among others, to the registration of the informative prospectuses corresponding to the issuance programs 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; article 29 of the Regulation on Primary Public Offering and Sale of Securities; as well as article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, 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 the registration, by fundamental variation, of Update No. 10 of the Second Framework Prospectus of the «Fourth

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Corporate Bond and Short-Term Instruments Program of Luz del Sur S.A.A.», in the Public Registry of the Securities Market, which consists in Banco de Crédito del Perú assuming the status of Structuring Entity.

Article 2°.- To order the registration of Update No. 1 of the Supplements of the Framework Prospectus corresponding to the «First Issuance of the Fourth Corporate Bond and Short-Term Instruments Program of Luz del Sur S.A.A.», «First Issuance of Short-Term Instruments of Luz del Sur S.A.A.» and «Second Issuance of Short-Term Instruments of Luz del Sur S.A.A.»; as well as Update No. 2 of the Supplement of the Framework Prospectus corresponding to the «Third Issuance of Short-Term Instruments of Luz del Sur S.A.A.», in the Public Registry of the Securities Market – RPMV, which consists in Banco de Crédito del Perú assuming the status of Structuring Entity.

Article 3°.- The registration referred to in articles 1° and 2° of this resolution has not entailed administrative verification, inspection, or audit activities of the information submitted, nor an examination of the economic-financial situation of the issuer, in accordance with the provisions of article 10 of the Single Ordered Text of the Securities Market Law.

Likewise, the aforementioned registration 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, with Luz del Sur S.A.A. and the structuring entity being responsible for the veracity of the information contained in the updated informative prospectuses, in accordance with the provisions of articles 13 and 65 of the Single Ordered Text of the Securities Market Law. The documents and information for a supplementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 4.- Disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 5.- Transcribe this resolution to Luz del Sur S.A.A., as issuer; to Banco de Crédito del Perú, as Structuring Entity; to Credicorp Capital Sociedad Agente de Bolsa S.A., as Placement Agent; to Inteligo Sociedad Agente de Bolsa S.A., 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 Superintendent
General Superintendency of Conduct Supervision