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General Intendence Resolution SMV No. 032-2024-SMV/11.1

Lima, 22 de abril de 2024

The General Intendence of Conduct Supervision

Vistos:

File No. 2024011699, as well as Internal Report No. 497-2024-SMV/11.1 dated 22 April 2024, from the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

Whereas, by a document submitted on 21 March 2024, Interseguro Compañía de Seguros S.A. requested the following from the Superintendency of the Securities Market – SMV: (i) Registration, due to a fundamental change, of Update No. 1 of the Second Framework Prospectus of the "Third Interseguro Subordinated Bond Program" in the Public Registry of the Securities Market, following the change of the structuring entity and the determination that more than one series may be issued within an issuance under the aforementioned program; and, (ii) Registration, due to a fundamental change, of Update No. 1 of the Framework Prospectus Supplement of the "Fourth Issuance of the Third Interseguro Subordinated Bond Program" in the Public Registry of the Securities Market, following the change of the structuring entity, the determination that more than one series may be issued within an issuance under the aforementioned program, and the modification of the term "Early Redemption Option";

Whereas, it has been verified that pursuant to General Directorate of the SMV Resolution No. 003-2019-SMV/11.1 dated 15 January 2019, within the framework of an advance procedure, the registration of the issuance program named "Third Interseguro Subordinated Bond Program" was ordered, for an amount of up to US$ 100’000,000.00 (One 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 "Institutional Investors Market" section of the Public Registry of the Securities Market;

Whereas, by General Directorate of the SMV Resolution No. 042-2020-SMV/11.1 dated 25 September 2020 and General Directorate of the SMV Resolution No. 043-2020-SMV/11.1 dated 28 September 2020, the registration of Update No. 3 of the Framework Prospectus of the "Third Interseguro Subordinated Bond Program" and the transfer of the registration of the aforementioned program and the registration of its Framework Prospectus, from the section "Institutional Investors

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Institutional Investors», corresponding to the Institutional Investors Market, in the section "Securities and Issuance Programs", corresponding to the general regime of public offering of the Public Registry of the Securities Market.

Whereas, on 07 October 2021, within the framework of the aforementioned program and through an automatic approval procedure, the securities denominated "Fourth Issue of the Third Interseguro Subordinated Bonds Program" were registered, up to a maximum amount in circulation of US$ 35’000,000.00 (Thirty-Five Million and 00/100 United States of America Dollars), and the corresponding Framework Prospectus Supplement was registered in the section "Securities and Issuance Programs" corresponding to the general regime of public offering of the RPMV.

That, by General Management Resolution SMV No. 042-2023-SMV/11.1 of 16 June 2023, the registration of the Second Shelf Prospectus corresponding to the "Third Interseguro Subordinated Bond Program" in the Securities Market Public Registry was ordered;

That, on 28 February 2024, the General Meeting of Bondholders of the "Third Interseguro Subordinated Bond Program" approved, among other matters, that Inteligo Sociedad Agente de Bolsa S.A. assume the role of structuring entity of the "Third Interseguro Subordinated Bond Program", as well as the carrying out of more than one series within an issuance under the aforementioned program;

That, from the review of the documentation and information supporting the request to which this resolution refers, it is noted that on 05 March 2024, Interseguro Compañía de Seguros S.A., in its capacity as issuer, and Banco de Crédito del Perú, in its capacity as Bondholders' Representative, signed the First Addendum to the Master Agreement of the "Third Interseguro Subordinated Bond Program" and the First Addendum to the Supplement to the Master Agreement of the "Fourth Issuance of the Third Interseguro Subordinated Bond Program", by virtue of which Inteligo Sociedad Agente de Bolsa S.A. assumes the position of structuring entity, the carrying out of more than one series within an issuance under the aforementioned program is established, and the term "Early Redemption Option" of the "Fourth Issuance of the Third Interseguro Subordinated Bond Program" is modified;

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 placement of the public offering, the issuer is obliged to keep the information prospectus updated and any modification to the prospectus must be submitted to the Superintendency of the Securities Market – SMV, accompanied by the pertinent documentation and information, prior to its delivery to investors;

That, with respect to variations in the offer, Article 29 of the Regulation of 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 offer or of the program that may imply a variation in the risk level of the previously registered securities, in such a way that they may modify the investment decision of a prudent investor, constitute fundamental variations;

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That, by letter presented on 19 April 2024, Interseguro Compañía de Seguros S.A. concluded the presentation of the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation of Primary Public Offering and Sale of Securities, for the registration of the updates, by fundamental variation, of the Second Framework Prospectus of the «Third Program of Subordinated Bonds Interseguro» and of the Supplement of the Framework Prospectus of the «Fourth Issue of the Third Program of Subordinated Bonds Interseguro» in the Public Registry of the Securities Market;

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 amendments, establishes that the decisions contained in administrative resolutions referring, among others, to the registration of informative prospectuses corresponding to 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 of Primary Public Offering and Sale of Securities; as well as Article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendence 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 all procedures related to such offerings.

Resolves:

Article 1°.- To order the registration, by fundamental variation, of Update No. 1 of the Second Framework Prospectus of the «Third Program of Subordinated Bonds Interseguro» in the Public Registry of the Securities Market, having established that Inteligo Sociedad Agente de Bolsa S.A. assumes the status of Structuring Entity and that more than one series be made within an issuance under the referred program.

Article 2°.- To order the registration, by fundamental variation, of Update No. 1 of the Supplement of the Framework Prospectus of the «Fourth Issue of the Third Program of Subordinated Bonds Interseguro» in the Public Registry of the Securities Market, having established that Inteligo Sociedad Agente de Bolsa S.A. assumes the status of Structuring Entity, that more than one series be made within an issuance under the referred program and that the term «Early Redemption Option» be modified.

Article 3°.- The registration referred to in Articles 1° and 2° of this resolution has not entailed administrative verification activities, nor inspection, nor audit of the information presented, 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.

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Likewise, the referred registration does not imply that the Superintendence of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, being Interseguro Compañía de Seguros S.A. and the structuring entity 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 complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

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

Article 5°.- To transcribe this resolution to Interseguro Compañía de Seguros S.A., as issuer; to Inteligo Sociedad Agente de Bolsa S.A., as Structuring Entity; to Banco de Crédito del Perú, 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