PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

SMV General Intendancy Resolution No. 035-2023-SMV/11.1

Lima, 02 May 2023

The General Intendant of Conduct Supervision

Whereas:

File No. 2023016515, as well as Internal Report No. 615-2023-SMV/11.1 dated 26 April 2023, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 13 April 2023, Banco Pichincha requested from the Superintendency of the Securities Market – SMV, within the framework of an advance procedure, the registration of the issuance program called «Fifth Corporate Bond 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 Framework Prospectus in the Public Registry of the Securities Market – RPMV;

That, from the documentation and information submitted in support of the request to which this resolution refers, it has been verified that in the Board of Directors meeting of Banco Pichincha, held on 23 March 2022, the structuring of the «Fifth Corporate Bond 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 Affairs, Vice President of Finance and Treasury and Treasury Manager were empowered so that any two of them or, failing that, 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;

That, the Superintendency of Banking, Insurance and Private Pension Fund Administrators, by SBS Resolution No. 01093-2023 dated 28 March 2023, resolved to issue a favorable opinion for Banco Pichincha to carry out the issuance of corporate bonds, within the framework of the so-called «Fifth Corporate Bond Program – Banco Pichincha», up to a maximum outstanding amount of S/ 300’000,000.00 (Three Hundred Million and 00/100 Soles) or its equivalent in United States Dollars;

That, Banco Pichincha has submitted the documentation and information requirements demanded by the Single Ordered Text of the Law of the

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Electronically signed document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

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 rules;

That, article 7, numeral 6, of the Policy on dissemination of regulatory projects, general legal rules, 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 the administrative resolutions that resolve the registration of securities and the registration of the informative prospectuses corresponding to issuance programs, within the framework of an advance procedure, in the Public Registry of the Securities Market, must be disseminated through the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (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 by article 46, numeral 4, of the Regulation of 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 Intendancy of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and to evaluate and/or resolve any procedure related to said offerings.

Resolves:

Article 1.- To order, within the framework of an advance procedure, the registration of the issuance program called «Fifth Corporate Bond 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, as well as the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market – RPMV.

Article 2.- The issuances 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, numeral 14.2.3, of the Regulation of Primary Public Offering and Sale of Securities, may be made during the six (06) years following the date of registration of the program, a term that is non-extendable.

After three (03) years from the validity of the program registration and within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all variations made to it as of the date of its submission, as well as the updating of the remaining documentation and information that is pertinent; otherwise, it may not formulate new offers until it complies with said procedure.

Article 3.- The placement of the securities carried out under the «Fifth Corporate Bond Program – Banco Pichincha» may be made within a non-extendable term that does not exceed three (3) years, counted from the date of registration of the security in the Public Registry of the Securities Market – RPMV, as long as the term of validity of the program registration and the advance procedure have not ended, and the corresponding information and documentation are duly updated, in accordance with the provisions of article 25 of the Regulation of Primary Public Offering and Sale of Securities.

Article 4.- The registration of the issuance program referred to in article 1 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 veracity 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 the registration of the Framework Prospectus do not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities to be issued under said program 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 5.- 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 6.- 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.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

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