General Superintendent of Conduct Supervision Resolution No. 008-2025-SMV/11.1

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
“Decade of Equal 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 modifications. 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. 008-2025-SMV/11.1 Lima, February 28, 2025 The General Superintendent of Conduct Supervision Seen:
The file No. 2025003812, as well as the Internal Report No. 292-2025-SMV/11.1 of the General Superintendent of Conduct Supervision of the Adjunct Superintendency of Conduct Supervision of Markets. Considering:
That, by means of a document presented on January 29, 2025, Mitsui Auto Finance Perú S.A. requested the Securities Market Superintendency – SMV, within the framework of an advance proceeding, the registration of the issuance program named “First Corporate Bonds Program of Mitsui Auto Finance Perú”, up to a maximum amount of US$ 400,000,000.00 (Four Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, 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 in the Board of Directors Session of Mitsui Auto Finance Perú S.A., held on July 31, 2024, the structuring and registration of a corporate bonds program were approved, up to a maximum amount of US$ 400,000,000.00 (Four Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, as well as the realization of one or more corporate bond issuances within the framework of the program, to be placed through public and/or private offers; and, the gentlemen Hitoshi Sakaguchi, Koichiro Nakao and Claudia Inés Drago Morante were authorized, so that any of them, acting individually and interchangeably, may determine, complete, perfect, detail or modify, if necessary, all the terms, conditions and characteristics of the Program and its issuances and/or series; That, the Superintendency of Banks, Insurance and Private Pension Fund Administrators – SBS, through SBS Resolution No. 00229-2025 of January 22, 2025, resolved to give a favorable opinion for Mitsui Auto Finance Perú S.A. to carry out the issuance of the “First Corporate Bonds Program of Mitsui Auto Finance Perú”, up to a maximum amount of US$ 400,000,000.00 (Four Hundred Million and 00/100 United States Dollars) or its equivalent in Soles; That, by means of a document dated February 25, 2025, Mitsui Auto Finance Perú S.A. remedied the observations made by the Superintendency

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
“Decade of Equal 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 modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml of the Securities Market – SMV, complying with the documentation and information requirements demanded 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 CONASEV Resolution No. 141-1998-EF/94.10, and its norms modifying and complementary; 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 in the Public Registry of the Securities Market, must be subject to dissemination through the Institutional Page of the SMV on the Single Digital Platform 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 Single Consolidated Text of the Securities Market Law; as well as article 46, numeral 4, of the Regulation of Organization and Functions of the Securities Market Superintendency, approved by Supreme Decree No. 216-2011-EF and its modifications, which authorizes the General Superintendent of 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 such offers. Resolves:
Article 1°.- To dispose, within the framework of an advance
proceeding, the registration of the issuance program named “First Corporate Bonds Program of Mitsui Auto Finance Perú”, up to a maximum issuance amount of US$ 400,000,000.00 (Four Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, as well as the registration of the respective Master Prospectus in the Public Registry of the Securities Market – RPMV.
Article 2°.- The registration of the securities and the registration of
the Complements of the Master Prospectus that are carried out within the framework of the “First Corporate Bonds Program of Mitsui Auto Finance Perú” will be carried out under a procedure of automatic approval, to the extent that Mitsui Auto Finance Perú S.A. 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 corresponding prospectuses will be subject to what is provided in article 14, numeral 14.3.2, of the Regulation of Primary Public Offer and Sale of Securities Mobiliarios.
Article 3°.- 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, numeral 14.2.3, of the Regulation of Primary Public Offer and Sale of Securities Mobiliarios, may be carried out 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

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
“Decade of Equal 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 modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml must present an updated master prospectus that consolidates all the variations made to it as of the date of its presentation, as well as the update of the remaining documentation and information that is relevant, otherwise it will not be able to formulate new offers until complying with said procedure.
Article 4°.- The placement of the securities that are carried out
within the framework of the “First Corporate Bonds Program of Mitsui Auto Finance Perú” can be carried out 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 validity term of the program registration and the advance proceeding have not ended, as well as that the information and documentation corresponding are duly updated.
Article 5°.- The registration of the issuance program to
which article 1° of this resolution refers has not implied 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 Superintendency – 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 truthfulness of the information presented to the market, in accordance with what is provided 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 Superintendency – SMV recommends investment in the securities to be issued within the framework of the referenced 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 6°.- 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 7°.- To transcribe this resolution to Mitsui
Auto Finance Perú S.A., in its capacity as issuer; to Banco BBVA Perú, in its capacity as structuring entity; to BBVA Sociedad Agente de Bolsa S.A., in its capacity as Placement Agent; to Scotiabank Perú S.A.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 of Conduct Supervision