PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"

SMV General Intendancy Resolution No. 041-2024-SMV/11.1

Lima, 03 June 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024016198, as well as Internal Report No. 738-2024-SMV/11.1 dated 03 June 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by 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 anticipated procedure, the registration of the issuance program called «Cuarto Programa de Bonos Subordinados del Banco Internacional del Perú S.A.A. – Interbank», up to a maximum outstanding 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 Framework 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 called «Primera Emisión del Cuarto Programa de Bonos Subordinados del Banco Internacional del Perú S.A.A. – Interbank», up to a maximum outstanding amount of S/1,050’000,000.00 (One Thousand Fifty Million and 00/100 Soles), and the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;

That, from the documentation and information submitted in support of the request to which this resolution refers, it has been noted that in the General Shareholders' Meeting of Banco Internacional del Perú S.A.A. – Interbank held on 10 November 2020, it was agreed, unanimously, to delegate to the Board of Directors the power to agree the issuance of new subordinated bonds up to an outstanding amount of USD 1,200’000,000.00 (One Thousand Two Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, in the local or international market, additional to the issuances or programs approved by the Board up to the date of the Meeting, specifying that such power includes the determination of the issuance opportunities, the types of subordinated bonds, the public or private placement thereof, and, in general, all the terms,

Electronic document digitally signed within the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

Electronic document digitally signed within the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

characteristics and conditions of each issuance or issuance program, without any reservation or limitation;

That, likewise, in the Board Meeting of Banco Internacional del Perú S.A.A. – Interbank, held on 24 August 2021, the issuance of subordinated bonds through the «Cuarto Programa de Bonos Subordinados del Banco Internacional del Perú S.A.A. – Interbank» was approved up to a maximum outstanding amount of US$ 300’000,000.00 (Three Hundred Million and 00/100 United States Dollars) or its equivalent in Soles; and Luis Felipe Castellanos López Torres, Giorgio Ettore Miguel Bernasconi Carozzi, Zelma Francisca Acosta-Rubio Rodríguez and Michela Casassa Ramat were empowered so that any of such persons, acting individually and indistinctly, on behalf of 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 Banking, Insurance and Private Pension Fund Administrators – SBS, by SBS Resolution No. 03578 of 27 October 2023, resolved to issue a favorable opinion for Banco Internacional del Perú S.A.A. – Interbank to carry out the issuance of subordinated bonds to be placed in the local market through the «Cuarto Programa de Bonos Subordinados del Banco Internacional del Perú S.A.A. – Interbank», up to a maximum outstanding amount of US$ 300’000,000.00 (Three Hundred Million and 00/100 United States Dollars) or its equivalent in Soles;

That, by documents of 20 and 30 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 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, 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 amending norms, establishes that the decisions contained in the administrative resolutions that resolve the registration of issuance programs and securities within the framework of an early procedure, as well as the registration of the informative prospectuses, 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,

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, numerals 4 and 6, 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 Superintendency of Conduct Supervision to resolve the requests made by the administered entities related to primary public offerings and to evaluate and/or resolve all procedures related to said offerings, as well as to order the registration of securities in the Public Registry of the Securities Market.

Electronically signed document digitally in the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

Resolves:

Article 1°.- To order, within the framework of an early procedure, the registration of the issuance program called «Fourth Program of Subordinated Bonds of Banco Internacional del Perú S.A.A. – Interbank», up to a maximum amount in circulation 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 Framework Prospectus in the Public Registry of the Securities Market

Article 2°.- To order the registration of the securities called «First Issuance of the Fourth Program of Subordinated Bonds of Banco Internacional del Perú S.A.A. – Interbank», up to a maximum amount in circulation of S/ 1,050’000,000.00 (One Thousand Fifty Million and 00/100 Soles), as well as the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market.

Article 3°.- To 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 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's 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 update of the remaining documentation and information that is 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 Framework Prospectus made within the framework of the «Fourth Program of Subordinated Bonds of Banco Internacional del Perú S.A.A. – Interbank» shall be carried out under an automatic approval procedure, as long as Banco Internacional del Perú S.A.A. – Interbank maintains its status as a qualified entity and it involves 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, numeral 14.3.2, of the Regulation of Primary Public Offering and Sale of Securities.

Article 6°.- The placement of the securities registered within the framework of the «Fourth Program of Subordinated Bonds of Banco Internacional del Perú S.A.A. – Interbank» may be made within a non-extendable term that shall not exceed three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, as long as the term of validity of the program and the early procedure have not ended, and 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

Electronically signed document digitally in the framework of Law No. 27269, Law of Signatures and Digital Certificates, its Regulation 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

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 of the securities, as well as the registration of the Framework Prospectus and the 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.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Superintendent
General Superintendency of Conduct Supervision