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SMV General Intendancy Resolution No. 043-2024-SMV/11.1

Lima, 14 June 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024025587, as well as Internal Report No. 807-2024-SMV/11.1 dated 14 June 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 10 June 2024, Interseguro Compañía de Seguros S.A. requested the Superintendency of the Securities Market – SMV the following: (i) Registration, by fundamental variation, of Update No. 2 of the Second Framework Prospectus of the «Third Interseguro Subordinated Bond Program» in the Public Registry of the Securities Market; and, (ii) Registration, by fundamental variation, of Update No. 2 of the Supplement to the Framework Prospectus of the «Fourth Issue of the Third Interseguro Subordinated Bond Program» in the Public Registry of the Securities Market; as modifications have been made to the terms and conditions of said informative prospectuses, in order to adapt them to the provisions of the new Subordinated Debt Regulation applicable to Insurance Companies, approved by SBS Resolution No. 00855-2024;

That, it has been verified that by SMV General Intendancy Resolution No. 003-2019-SMV/11.1 dated 15 January 2019, within the framework of an advance procedure, the registration of the issuance program called «Third Interseguro Subordinated Bond Program» was ordered, up to an amount of US$ 100’000,000.00 (One Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, and the registration of the corresponding Framework Prospectus in the section «Institutional Investors Market» of the Public Registry of the Securities Market;

That, by SMV General Intendancy Resolution No. 042-2020-SMV/11.1 dated 25 September 2020 and SMV General Intendancy Resolution No. 043-2020-SMV/11.1 dated 28 September 2020, the registration of Update No. 3 of the Framework Prospectus of the «Third Interseguro Subordinated Bond Program» and the transfer of the registration of said program and the registration of its Framework Prospectus, from the section «Institutional Investors Market», corresponding to the Institutional Investors Market, to the

PERÚ 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"

section «Securities and Issuance Programs», corresponding to the general public offering regime of the Public Registry of the Securities Market;

That, on 07 October 2021, within the framework of the aforementioned program and through an automatic approval procedure, the securities called «Fourth Issue of the Third Interseguro Subordinated Bond Program» were registered, up to a maximum outstanding amount of US$ 35’000,000.00 (Thirty-Five Million and 00/100 United States Dollars), and the corresponding Supplement to the Framework Prospectus was registered in the section «Securities and Issuance Programs» corresponding to the general public offering regime of the RPMV;

That, by SMV General Intendancy Resolution No. 042-2023-SMV/11.1 dated 16 June 2023, the registration of the Second Framework Prospectus corresponding to the «Third Interseguro Subordinated Bond Program» in the Public Registry of the Securities Market was ordered;

That, by SMV General Intendancy Resolution No. 032-2024-SMV/11.1 dated 22 April 2024, the registration, by fundamental variation, of both Update No. 1 of the Second Framework Prospectus of the «Third Interseguro Subordinated Bond Program», as it was established that Inteligo Sociedad Agente de Bolsa S.A. assumes the status of Structuring Entity and that more than one series be made within an issuance under said program, and of Update No. 1 of the Supplement to the Framework Prospectus of the «Fourth Issue of the Third Interseguro Subordinated Bond Program», as it was established that Inteligo Sociedad Agente de Bolsa S.A. assumes the status of Structuring Entity, that more than one series be made within an issuance under said program and that the term «Early Redemption Option» be modified, in the Public Registry of the Securities Market;

That, on 05 June 2024, the General Assembly of Bondholders of the «Third Interseguro Subordinated Bond Program», approved, among others, the modification of the Framework Contract of said program in order to adapt it to the provisions of the new Subordinated Debt Regulation applicable to Insurance Companies, approved by SBS Resolution No. 00855-2024;

That, from the review of the documentation and information supporting the application to which this resolution refers, it is noted that on 05 June 2024, Interseguro Compañía de Seguros S.A., in its capacity as issuer, and Banco de Crédito del Perú, in its capacity as Representative of the Bondholders, signed the Second Addendum to the Framework Contract of the «Third Interseguro Subordinated Bond Program» and the Second Addendum to the Supplement to the Framework Contract of the «Fourth Issue of the Third Interseguro Subordinated Bond Program», by virtue of which their terms and conditions were amended in order to adapt them to the provisions of the new Subordinated Debt Regulation applicable to Insurance Companies, approved by Resolution SBS N° 00855-2024, and data and regulatory references were updated;

That, in accordance with the provisions of article 63 of the Single Ordered Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF, during the term of the public offering placement, the issuer is obliged to keep the informative prospectus updated and any amendment to the prospectus must be submitted to the Superintendency of the Securities Market – SMV, accompanied by the

Electronic document digitally signed within the framework of Law N° 27269, Law on 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

PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Securities
Market

“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"

relevant documentation and information, prior to its delivery to investors;

That, with respect to variations in the offer, article 29 of the Regulation on Primary Public Offering and Sale of Securities, approved by Resolution CONASEV Nº 141-1998-EF/94.10 and its amending norms, establishes that changes in the conditions of the offer or of the program that may imply a variation in the risk level of the previously registered securities, in such a way that they may modify the investment decision of a prudent investor, constitute fundamental variations;

That, by letter submitted on 13 June 2024, Interseguro Compañía de Seguros S.A. concluded the submission of the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation on Primary Public Offering and Sale of Securities, for the registration of the updates, due to fundamental variation, of the Second Framework Prospectus of the «Third Interseguro Subordinated Bond Program» and of the Supplement to the Framework Prospectus of the «Fourth Issue of the Third Interseguro Subordinated Bond Program» in the Public Registry of the Securities Market;

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 Resolution SMV Nº 014-2014-SMV/01 and its amendments, establishes that the decisions contained in administrative resolutions referring, among others, to the registration of informative prospectuses corresponding to issuance programs 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; article 29 of the Regulation on Primary Public Offering and Sale of Securities; as well as article 46, numeral 4, of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to resolve applications submitted by administered parties related to primary public offerings and to evaluate and/or resolve any procedure related to such offerings.

Resolves:

Article 1°.- To order the registration, due to fundamental variation, of Update N° 2 of the Second Framework Prospectus of the «Third Interseguro Subordinated Bond Program» and of Update N° 2 of the Supplement to the Framework Prospectus of the «Fourth Issue of the Third Interseguro Subordinated Bond Program» in the Public Registry of the Securities Market, having amended their terms and conditions in order to adapt them to the provisions of the new Subordinated Debt Regulation applicable to Insurance Companies, approved by Resolution SBS N° 00855-2024.

Electronic document digitally signed within the framework of Law N° 27269, Law on 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 N° 27269, Law on 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

Article 2°.- The registration referred to in article 1° of this resolution has not entailed administrative verification, inspection, or audit activities of the information submitted, nor an examination of the economic-financial situation of the issuer, in accordance with the provisions of article 10 of the Single Ordered Text of the Securities Market Law.

Likewise, the aforementioned registration does not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, with Interseguro Compañía de Seguros S.A. and the structuring entity being responsible for the veracity of the information contained in the updated informative prospectuses, in accordance with the provisions of articles 13 and 65 of the Single Ordered Text of the Securities Market Law. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 3.- 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 4.- Transcribe this resolution to Interseguro Compañía de Seguros S.A., as issuer; to Inteligo Sociedad Agente de Bolsa S.A., as Structuring Entity; to Banco de Crédito del Perú, as Representative of the Bondholders; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

Signed by: SALAZAR MARIN Jose Luis FAU Reason:

Jose Luis Salazar Marín
General Superintendent (e)
General Superintendency of Conduct Supervision