General Superintendent for Conduct Supervision Resolution No. 011-2025

PERU Ministry of Economy and Finance

SMV
Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship General Superintendent Resolution SMV No. 011-2025-SMV/11.1 Lima, March 07, 2025 The General Superintendent for Conduct Supervision Seen:
The file No. 2025007289, as well as the Internal Report No. 332-2025-SMV/11.1 of March 07, 2025, from the General Superintendent for Conduct Supervision of the Adjacent Superintendence for Conduct Supervision of Markets. Considering:
That, through writings presented on February 18 and 25 of 2025, Mibanco, Banco de la Microempresa S.A. requested the Securities Market Superintendence – SMV, within the framework of an advance proceeding, the following: (i) Registration of the issuance program named "Fifth Program of Mibanco Subordinated Bonds", up to a maximum issuance amount of S/ 600,000,000.00 (Six Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market – RPMV; and, (ii) Registration of the securities named "First Issuance of the Fifth Program of Mibanco Subordinated Bonds", up to a maximum issuance amount of S/ 300,000,000.00 (Three Hundred Million and 00/100 Soles), and the registration of the corresponding Master Prospectus Complement in the Public Registry of the Securities Market;

PERU Ministry of Economy and Finance

SMV
Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship That, from the documentation and information presented as support for the request to which this resolution refers, it has been noted that at the Mandatory Annual Shareholders' Meeting of March 23, 2016, it was agreed, by unanimity, to delegate to the Board of Directors of the company the power to agree on the issuance of new subordinated debt instruments, by expanding the Second Program of Mibanco Subordinated Bonds, Mibanco, Banco de la Microempresa S.A. or by issuing one or more programs; ratify the powers granted at the Mandatory Annual Shareholders' Meeting of March 24, 2015, and expand said powers so that, among others, the Board of Directors of the company is empowered to decide at the time it considers convenient for the interests of Mibanco, Banco de la Microempresa S.A. the issuance of new subordinated bond programs, being able to define the terms and conditions of new programs and of the issuances to be carried out;

PERU Ministry of Economy and Finance

SMV
Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship That, likewise, it has been noted that at the Session of the Board of Directors of Mibanco, Banco de la Microempresa S.A., held on February 15, 2024, the subordinated bond program named "Fifth Program of Mibanco Subordinated Bonds" was approved, up to a maximum amount of S/ 600,000,000.00 (Six Hundred Million and 00/100 Soles) or its equivalent in Dollars of the United States of America; and, powers were granted to the gentlemen Humberto Javier Ichazo Bardales, Carlos Sotelo Rebagliati, Jorge Gustavo Morón Pastor and Daniel Sifuentes Marroquín, so that any two of them, in joint signature in the name and representation of Mibanco, Banco de la Microempresa S.A., define the terms, conditions and characteristics of the "Fifth Program of Mibanco Subordinated Bonds", as well as the issuances to be carried out within the framework of the referred program; That, the Superintendence of Banks, Insurance and Private Pension Fund Administrators – SBS, through SBS Resolution No. 03214 of September 11, 2024, resolved to give a favorable opinion for Mibanco, Banco de la Microempresa S.A. to issue instruments representing subordinated debt redeemable computable as effective level 2 equity, within the framework of the "Fifth Program of Mibanco Subordinated Bonds", up to a maximum amount of issuance of S/ 600,000,000.00 (Six Hundred Million and 00/100 Soles) or its equivalent in foreign currency; That, Mibanco, Banco de la Microempresa S.A. has carried out the presentation of the documentation and information required by the Unified Text of the Law of the Securities Market, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation of Primary Public Offer and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its modifying and complementary norms; That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Character Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its modifying norms, establishes that the decisions contained in the administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance proceeding, as well as the registration of the information prospectuses, in the Public Registry of the Securities Market, must be subject to dissemination through the Institutional Page of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being in accordance with the provisions of articles 58 and following of the Unified Text of the Law of the Securities Market; as well as article 46, numerals 4 and 6, 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 Superintendent for Conduct Supervision to resolve the requests made by the regulated entities related to the primary public offers and evaluate and/or resolve any proceeding linked to said offers, as well as to order the registration of securities in the Public Registry of the Securities Market. Resolves:
Article 1st.- To order, within the framework of an advance
proceeding, the registration of the issuance program named "Fifth Program of Mibanco Subordinated Bonds", up to a maximum issuance amount of

PERU Ministry of Economy and Finance

SMV
Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship S/ 600,000,000.00 (Six Hundred Million and 00/100 Soles), as well as the registration of the respective Master Prospectus in the Public Registry of the Securities Market – RPMV.
Article 2nd.- To order the registration of the
securities named "First Issuance of the Fifth Program of Mibanco Subordinated Bonds", up to a maximum issuance amount of S/ 300,000,000.00 (Three Hundred Million and 00/100 Soles), as well as the registration of the Complement of the Master Prospectus corresponding in the Public Registry of the Securities Market – RPMV.
Article 3rd.- The issuances and/or offers that are
carried out within the framework of the program referred to in article 1 of this resolution, in accordance with what is established in article 14, numeral 14.2.3, of the Regulation of Primary Public Offer and Sale of Securities, may be effectuated during the six (06) years following the date of registration of the program, period which has the character of irrevocable. After three (03) years of the validity of the registration of the program and within the thirty (30) calendar days following, the issuer must present an updated master prospectus that consolidates all the variations effectuated to it to the date of its presentation, as well as the update of the remaining documentation and information that results pertinent, otherwise it cannot formulate new offers until complying with said procedure.
Article 4th.- The registration of securities and the
registration of the Complements of the Master Prospectus that are carried out within the framework of the "Fifth Program of Mibanco Subordinated Bonds" will be carried out under a procedure of automatic approval, insofar as Mibanco, Banco de la Microempresa S.A. maintains its condition of qualified entity and it is the issuance of typical securities. In the contrary case, the registration of the securities and the registration of the respective prospectuses will be subject to what is established by article 14, numeral 14.3.2, of the Regulation of Primary Public Offer and Sale of Securities.
Article 5th.- The placement of the securities registered in the
framework of the "Fifth Program of Mibanco Subordinated Bonds" may be carried out in an irrevocable period that will not exceed three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, provided that the validity period of the program and of the advance proceeding have not ended, as well as that the corresponding information and documentation are duly updated.
Article 6th.- The registration of the issuance program and of the
securities referred to in articles 1st and 2nd of this resolution has not supposed administrative verification activities, nor inspection, nor audit of the information presented, nor an examination of the economic – financial situation of the issuer and does not imply certification by the Superintendence of the Securities Market – SMV on its goodness, the solvency of the issuer, nor on the risks of the security or of the offer; being the issuer responsible for the veracity of the information presented to the market, in accordance with what is established by articles 13, 21 and 24 of the Unified Text of the Law of the Securities Market. Likewise, the registration of the issuance program and of the securities, as well as the registration of the Master Prospectus and Complement of the Master Prospectus, do not imply that the Superintendence of the Securities Market – SMV

PERU Ministry of Economy and Finance

SMV
Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship recommends investment in the securities or gives a favorable opinion on the perspectives of the business. The documents and information for a complementary evaluation are available to those interested in the Public Registry of the Securities Market.
Article 7th.- To disseminate this resolution on the Institutional Page
of the SMV on the Digital Platform
Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 8th.- To transcribe this resolution to
Mibanco, Banco de la Microempresa S.A., in its capacity as issuer; to the Bank of Credit of Peru, in its capacity as structuring entity; to Credicorp Capital Brokerage Agent Society S.A., in its capacity as placing agent; to Inteligo Brokerage Agent Society S.A., in its capacity as Representative of the Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V. Register, communicate and disseminate. Alix Godos General Superintendent General Superintendent for Conduct Supervision