Individual decision · SMV · 3 Oct 2025
The Securities Market Superintendence (SMV) registers the "Fifth Corporate Bonds and Short-Term Instruments Program" of Luz del Sur S.A.A. for a maximum circulation amount of US$ 800,000,000.00 or its equivalent in Soles, and records the corresponding Master Prospectus in the Public Registry of the Securities Market. The registration allows for automatic approval of subsequent issuances if Luz del Sur S.A.A. maintains its qualified entity status and issues typical securities, with the program valid for six years and placement allowed for up to three years from registration. The issuer remains responsible for the accuracy of the information, and the registration does not constitute a certification of the issuer's solvency or a recommendation to invest.
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"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 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. 051-2025-SMV/11.1 Lima, October 3, 2025 The General Superintendent of Conduct Supervision Seen:
The file No. 2025036590, as well as the Internal Report No. 1387-2025-SMV/11.1, from the General Superintendent of Conduct Supervision of the Deputy Superintendence of Market Conduct Supervision. Considering:
That, by means of a document presented on August 15, 2025, Luz del Sur S.A.A. requested the Securities Market Superintendence – SMV, in the framework of an advance proceeding, the registration of the issuance program named "Fifth Corporate Bonds and Short-Term Instruments Program of Luz del Sur S.A.A.", up to a maximum circulation amount of US$ 800,000,000.00 (Eight 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 at the General Shareholders' Meeting of Luz del Sur S.A.A., held on July 15, 2025, the issuance program named "Fifth Corporate Bonds and Short-Term Instruments Program of Luz del Sur S.A.A." was approved, up to a maximum circulation amount of US$ 800,000,000.00 (Eight Hundred Million and 00/100 United States Dollars) or its equivalent in Soles; as well as delegating to the Board of Directors of the company the powers required to adopt the agreements that are necessary and/or convenient to determine all and each of the terms, conditions and characteristics of the aforementioned program and its issuances; That, within the framework of the delegation approved by the General Shareholders' Meeting of Luz del Sur S.A.A. of July 15, 2025, by means of Board Session of Luz del Sur S.A.A., held on August 4, 2025, it was authorized to Mario Rizal Gonzales del Carpio, Qiang Lyu, Gillian Gilda Paredes Guerrero, Luis Miguel Quirós Velásquez and Renzo Enrique Li Sing, so that two (2) of them, acting jointly and with dual signature, in the broadest manner permitted and without any limit or restriction, may —among others— determine all and each of the terms, conditions and characteristics of the "Fifth Corporate Bonds and Short-Term Instruments Program of Luz del Sur S.A.A." and of their respective issuances;
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"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 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, by means of a document and documentation presented on September 26, 2025, Luz del Sur S.A.A. remedied the observations made by the Securities Market Superintendence – SMV, complying with the requirements of documentation and information required by the Single Consolidated 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 Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its amending and complementary norms; That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its amending 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, in 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 Unique 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 Law of the Securities Market; as well as article 46, numeral 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 authorizes the General Superintendent of Conduct Supervision to resolve the requests made by regulated entities related to primary public offerings and evaluate and/or resolve any proceeding related to said offerings. Resolves:
Article 1°.- To dispose, in the framework of an advance
proceeding, the registration of the issuance program named "Fifth Corporate Bonds and Short-Term Instruments Program of Luz del Sur S.A.A.", up to a maximum circulation amount of US$ 800,000,000.00 (Eight Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, as well as the registration of the corresponding 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 program to which article 1 of this resolution refers, will be carried out under a procedure of automatic approval, insofar as Luz del Sur S.A.A. maintains its status of 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 established in article 14, numeral 14.3.2, of the Regulation of Primary Public Offering and Sale of Securities.
Article 3°.- The issuances and/or offerings that are
carried out within the framework of the program to which article 1 of this resolution refers, in accordance with what is established in article 14, numeral 14.2.3, of the Regulation of Primary Public Offering and Sale of Securities, may be carried out during the six (06) years following the date of registration of the program, period which has the character of non-extendable.
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"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 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 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 made to it up to 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 offerings until it complies with said procedure.
Article 4°.- The placement of the securities to be registered
within the framework of the "Fifth Corporate Bonds and Short-Term Instruments Program of Luz del Sur S.A.A." may be carried out within a non-extendable period that will not exceed three (3) years, counted from the date of its registration in the Public Registry of the Securities Market – RPMV, provided that the validity period of the registration of the program and of the advance proceeding have not ended, as well as that the information and corresponding documentation are duly updated, in accordance with what is established by article 25 of the Regulation of Primary Public Offering and Sale of Securities.
Article 5°.- The registration of the issuance program to
which article 1 of this resolution refers has not involved 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 Securities Market Superintendence – SMV regarding its goodness, the solvency of the issuer, nor regarding the risks of the security or of the offering; being the issuer responsible for the veracity of the information presented to the market, in accordance with what is established by articles 13, 21, 24 and 65 of the Single Consolidated Text of the Law of the Securities Market. Likewise, the registration of the issuance program and the registration of the Master Prospectus does not imply that the Securities Market Superintendence – SMV recommends investment in the securities 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°.- To disseminate this resolution on the
Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 7°.- To transcribe this resolution to Luz
del Sur 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 CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A. Register, communicate and disseminate. Alix Godos General Superintendent General Superintendent of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms”
“article 46, numeral 4, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendments”
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