General Superintendent of Conduct Supervision Resolution No. 001-2025-SMV/11.1

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml General Superintendent of SMV Resolution No. 001-2025-SMV/11.1 Lima, January 08, 2025 The General Superintendent of Conduct Supervision SEEN:
The file No. 2024049861, as well as the Internal Report No. 25-2025-SMV/11.1 of the General Superintendent of Conduct Supervision of the Adjunct Superintendence of Market Conduct Supervision. CONSIDERING:
That, by means of a written request presented on December 03, 2024, Banco Pichincha requested the Securities Market Superintendence – SMV, within the framework of an advance procedure, the registration of the issuance program denominated "Fourth Subordinated Bonds Program – Banco Pichincha", up to a maximum issuance amount of S/ 300,000,000.00 (Three 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; That, from the documentation and information presented as support for the request to which this resolution refers, it has been noted that at the General Shareholders' Meeting of Banco Pichincha, held on March 27, 2024, the delegation of the power to agree on the issuance of subordinated bond obligations or any other type was approved to the Board of Directors of the company; and, within the framework of said agreement, at a Board of Directors session of Banco Pichincha, held on July 30, 2024, the issuance of the "Fourth Subordinated Bonds Program – Banco Pichincha" was approved, up to a maximum issuance amount of S/ 300,000,000.00 (Three Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the General Manager, Vice President of Compliance and Legal Advice, Vice President of Finance and Treasury, and the Principal Manager of Treasury were authorized so that any two of them or, in their absence, any one of them, together with one of the Directors of Banco Pichincha, may determine the terms, conditions and characteristics of said program, as well as its issuances;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, in accordance with article 221, paragraph 14, of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banking, Insurance and Private Pension Fund Administrators – Law No. 26702, banking companies may issue and place subordinated bonds of various types and in various currencies, provided they are of their own issuance; That, the Superintendence of Banking, Insurance and Private Pension Fund Administrators – SBS, by SBS Resolution No. 03961-2024 of November 20, 2024, resolved to give a favorable opinion for Banco Pichincha to carry out the issuance of redeemable subordinated bonds, computable as effective level 2 equity, through the "Fourth Subordinated Bonds Program – Banco Pichincha", up to a maximum amount of S/ 300,000,000.00 (Three Hundred Million and 00/100 Soles) or its equivalent in United States Dollars; That, by means of a written request of January 07, 2025, Banco Pichincha concluded with the presentation of the documentation and information required by the Single Consolidated Text of the Securities Market Law, 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 Resolution CONASEV No. 141-1998-EF/94.10 and its modifying and complementary norms; That, article 7, paragraph 6, of the Policy on Dissemination of Normative 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 modifying norms, establishes that the decisions contained in administrative resolutions that resolve the registration of securities and the registration of the corresponding informative prospectuses for the issuance programs, within the framework of an advance procedure, in the Public Registry of the Securities Market, must be subject to dissemination through the Institutional Website of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being subject to what is established by articles 58 and following of the Single Consolidated Text of the Securities Market Law; as well as by article 46, paragraph 4, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendent of Conduct Supervision to resolve the requests made by the regulated entities related to primary public offers and evaluate and/or resolve any procedure linked to such
offers. RESOLVES:
Article 1st.- To dispose, within the framework of an advance
procedure, the registration of the issuance program denominated "Fourth Program of Subordinated Bonds – Banco Pichincha", up to a maximum issuance amount of S/ 300,000,000.00 (Three Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the respective Master Prospectus in the Public Registry of the Securities Market – RPMV.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
Article 2nd.- The registration of the securities and the registration of
the Supplements to the Master Prospectus that are carried out within the framework of the "Fourth Program of Subordinated Bonds – Banco Pichincha" will be carried out under a procedure of automatic approval, to the extent that Banco Pichincha maintains its status as a qualified entity and it concerns 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, paragraph 14.3.2, of the Regulation of Primary Public Offer and Sale of Securities.
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, according to what is established in article 14, paragraph 14.2.3, of the Regulation of Primary Public Offer and Sale of Securities, may be effected during the six (06) years following the date of registration of the issuance program, a term that has the character of non-extendable. 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 effected on it to the date of its presentation, as well as the update of the remaining documentation and information that is deemed pertinent, otherwise it will not be able to make new offers until it complies with said procedure.
Article 4th.- The placement of the securities that are carried out
within the framework of the "Fourth Program of Subordinated Bonds – Banco Pichincha" may be effected within a non-extendable term that will not exceed three (3) years, counted from the date of registration of the security in the Public Registry of the Securities Market – RPMV, provided that the term of validity of the registration of the program and of the advance procedure have not ended, as well as that the information and documentation corresponding are duly updated.
Article 5th.- The registration of the issuance program to
which article 1 of this resolution refers has not entailed administrative activities of verification, 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 Securities Market Superintendence – SMV regarding its goodness, the solvency of the issuer, nor regarding 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 Single Consolidated Text of the Securities Market Law. Likewise, the registration of the issuance program and the registration of the Master Prospectus do not imply that the Securities Market Superintendence – SMV recommends investment in the securities to be issued within the framework of the referred program or gives a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to the interested parties in the Public Registry of the Securities Market.
Article 6th.- To disseminate this resolution on the Institutional
Website of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
Article 7th.- To transcribe this resolution to Banco
Pichincha, in its capacity as issuer, structuring entity and placement agent; to Banco de Crédito del Perú, 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 of Conduct Supervision