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General Intendence Resolution SMV No. 027-2024-SMV/11.1

Lima, 09 de abril de 2024

The General Intendence of Conduct Supervision

Vistos:

File No. 2024004720, as well as Internal Report No. 437-2024-SMV/11.1 dated 08 April 2024, from the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

That, by means of a document submitted on 02 February 2024, Inverfal Perú S.A.A. requested from the Superintendency of the Stock Market – SMV, within the framework of an advance procedure, the registration of the issuance program entitled “First Program of Debt Instruments of Inverfal Perú S.A.A.”, for up to a maximum amount in circulation of S/ 1,000´000,000.00 (One Billion and 00/100 Soles) or its equivalent in United States of America Dollars, and the registration of the corresponding Master Prospectus in the Public Registry of the Stock Market – RPMV;

That, from the documentation and information submitted as support for the request to which this resolution refers, it has been verified that at the General Shareholders' Meeting of Inverfal Perú S.A.A., held on 29 December 2023, it was agreed, among other matters, the issuance of debt instruments under the modality of issuance in series of corporate bonds and/or commercial papers, through the approval of the “First Program of Debt Instruments of Inverfal Perú S.A.A.”, for up to a maximum amount in circulation of S/1,000’000,000.00 (One Billion and 00/100 Soles) or its equivalent in United States of America Dollars; likewise, it was agreed to grant powers to the Board of Directors of Inverfal Perú S.A.A. and to Messrs. Juan Fernando Correa Malachowski, Luis Antonio Chu Gonzales, Oscar Eduardo Lauz del Rosario and Luis José Nuñez Melly; so that the Board of Directors, or jointly two (02) of the aforementioned gentlemen, may negotiate, agree upon and determine all the terms, conditions and characteristics of the “First Program of Debt Instruments of Inverfal Perú S.A.A.” not defined, as well as its issuances and series;

That, by means of a document submitted on 27 March 2024, Inverfal Perú S.A.A. concluded the submission of the documentation and information requirements demanded by the Single Ordered Text of the Stock Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as

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by the Regulation on Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its amending and supplementary regulations;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Rules of a General Nature, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending regulations, 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 advance 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 Securities Market, 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 to evaluate and/or resolve any procedure related to such offerings.

Resuelve:

Article 1.- To order, within the framework of an advance procedure, the registration of the issuance program called «First Program of Debt Representative Instruments of Inverfal Perú S.A.A.», up to a maximum amount in circulation of S/ 1,000’000,000.00 (One Billion and 00/100 Soles) or its equivalent in United States Dollars, as well as 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 of the Framework Prospectus that are made within the framework of the program referred to in article 1 of this Resolution, shall be carried out under an automatic approval procedure as long as Inverfal S.A.A. maintains its status as a qualified entity and it is 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, numeral 14.3.2, of the Regulation on Primary Public Offering and Sale of Securities.

Article 3.- The issues and/or offers made within the framework of the program referred to in Article 1 of this resolution, in accordance with the provisions of Article 14, numeral 14.2.3, of the Regulation of 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 program's registration and within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all variations

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made to it as of the date of its submission, as well as the updating 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 within the framework of the «First Program of Debt Representative Instruments of Inverfal Perú S.A.A.» 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 program's registration 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 of 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 within the framework of 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).

Article 7.- Transcribe this resolution to Inverfal Perú 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.

Alix Godos
General Intendant
General Intendancy of Conduct Supervision