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Resolution of the General Superintendent of Conduct Supervision No. 040-2024-SMV/11.1

Lima, 27 May 2024

The General Superintendent of Conduct Supervision

Seen:

File No. 2024016195, as well as Internal Report No. 680-2024-SMV/11.1 of 24 May 2024, from the General Superintendent of Conduct Supervision of the Deputy Superintendent of Market Conduct Supervision.

Considering:

That, by means of a document submitted on 12 April 2024, Banco Internacional del Perú S.A.A. – Interbank requested from the Superintendency of the Securities Market – SMV, within the framework of an advance procedure, the registration of the issuance program entitled «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank», for up to a maximum issuance amount of US$ 300’000,000.00 (Three 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, on the same occasion, Banco Internacional del Perú S.A.A. – Interbank requested the registration of the securities entitled «First Issuance of the Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank», for up to a maximum amount of S/ 1,050’000,000.00 (One Thousand and Fifty Million and 00/100 Soles), and the registration of the corresponding Master Prospectus Supplement in the Public Registry of the Securities Market;

That, from the documentation and information submitted as support for the request to which this resolution refers, it has been noted that at the Board of Directors Meeting of Banco Internacional del Perú S.A.A. – Interbank, held on 24 August 2021, the issuance of corporate bonds through the «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank» for up to a maximum amount of US$ 300’000,000.00 (Three Hundred Million and 00/100 United States Dollars) or its equivalent in Soles was approved; and Luis Felipe Castellanos López Torres, Giorgio Ettore Miguel Bernasconi Carozzi, Zelma Francisca Acosta-Rubio Rodríguez and Michela Casassa Ramat were authorized so that any of said persons, acting individually and interchangeably, on behalf of

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the company, may define all the terms, conditions and general characteristics of the bond program and/or its issuances that have not been determined;

That, the Superintendency of Banks, Insurance and Private Pension Fund Administrators – SBS, by means of SBS Resolution No. 02814-2023 of 24 August 2023 and SBS Resolution No. 02882-2023 of 31 August 2023, resolved to opine favorably so that Banco Internacional del Perú S.A.A. – Interbank carries out the issuance of corporate bonds without specific guarantee through the «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank», for up to a maximum amount of US$ 300’000,000.00 (Three Hundred Million and 00/100 United States Dollars) or its equivalent in Soles;

That, by means of a document dated 20 May 2024, Banco Internacional del Perú S.A.A. – Interbank concluded the submission of the documentation and information required by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation on Public Primary Offerings and the Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its amending and complementary rules;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory 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 rules, establishes that the decisions contained in administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of informational prospectuses, in the Public Registry of the Securities Market, must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (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; as well as article 46, numerals 4 and 6, of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendent of Conduct Supervision to resolve requests submitted by regulated entities related to public primary offerings and to evaluate and/or resolve any procedure related to said offerings, as well as to order the registration of securities in the Public Registry of the Securities Market.

Resolves:

Article 1°.- To order, within the framework of an advance procedure, the registration of the issuance program entitled «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank», for up to a maximum issuance amount of US$ 300’000,000.00 (Three 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

Article 2°.- Order the registration of the securities denominated «First Issue of the Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank», up to a maximum amount of S/

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1,050’000,000.00 (One Thousand and Fifty Million and 00/100 Soles), as well as the registration of the corresponding Supplement to the Master Prospectus in the Public Registry of the Securities Market.

Article 3°.- Rule in favor of the registration of the securities referred to in the preceding article in the Securities Registry of the Lima Stock Exchange.

Article 4°.- The issues and/or offers made within the framework of the program referred to in Article 1° of this resolution, in accordance with the provisions of Article 14, item 14.2.3, of the Regulation on Public Primary Offering and Sale of Securities, may be carried out during the six (06) years following the date of registration of the program, a period which is non-extendable.

After three (03) years of the validity of the program's registration and within the following thirty (30) calendar days, the issuer must submit an updated master prospectus consolidating all variations made to it as of the date of its submission, as well as the update of the remaining documentation and information deemed pertinent; otherwise, it may not make new offers until it complies with said procedure.

Article 5°.- The registration of securities and the registration of the Supplements to the Master Prospectus carried out within the framework of the «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank» shall be carried out under an automatic approval procedure, provided that Banco Internacional del Perú S.A.A. – Interbank maintains its status as a qualified entity and it concerns the issuance of typical securities. Otherwise, the registration of the securities and the registration of the respective prospectuses shall be subject to the provisions of Article 14, item 14.3.2, of the Regulation on Public Primary Offering and Sale of Securities.

Article 6°.- The placement of the registered securities within the framework of the «Third Corporate Bond Program of Banco Internacional del Perú S.A.A. – Interbank» may be carried out within a non-extendable period not exceeding 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 the advance procedure have not concluded, and that the corresponding information and documentation are duly updated.

Article 7.- The registration of the issuance program and of the securities referred to in articles 1 and 2 of this resolution has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic – financial situation of the issuer, and does not imply certification by the Superintendency of the Securities Market – SMV regarding its soundness, the solvency of the issuer, or the risks of the security or the offer; the issuer being responsible for the truthfulness of the information presented to the market, in accordance with the provisions of articles 13, 21 and 24 of the Single Ordered Text of the Securities Market Law.

Likewise, the registration of the issuance program and of the securities, as well as the registration of the Framework Prospectus and Supplement to the Framework Prospectus, do not imply that the Superintendency of the Securities Market – 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 8.- Disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 9.- Transcribe this resolution to Banco Internacional del Perú S.A.A. – Interbank, in its capacity as issuer and structuring entity; to Inteligo Sociedad Agente de Bolsa S.A., in its capacity as 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 Intendant
General Intendancy of Conduct Supervision

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