PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores

“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 055-2024-SMV/11.1

Lima, 23 October 2024

The General Intendant of Conduct Supervision

Whereas:

File N° 2024039052, as well as Internal Report N° 1394-2024-SMV/11.1 of 23 October 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 13 September 2024, Interseguro Compañía de Seguros S.A. requested from the Superintendency of the Securities Market – SMV, within the framework of an early procedure, the registration of the issuance program called «Cuarto Programa de Bonos Subordinados Interseguro», up to a maximum outstanding amount of US$ 120’000,000.00 (One Hundred Twenty 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, Interseguro Compañía de Seguros S.A. requested the registration of the securities called «Primera Emisión del Cuarto Programa de Bonos Subordinados Interseguro», up to a maximum outstanding amount of US$ 80’000,000.00 (Eighty Million and 00/100 United States Dollars), and the registration of the corresponding Supplement to the Framework Prospectus in the Public Registry of the Securities Market;

That, from the documentation and information submitted in support of the request to which this resolution refers, it has been noted that in the Board of Directors Meeting of Interseguro Compañía de Seguros S.A., held on 10 July 2024, it was approved to submit to the consideration of the General Shareholders' Meeting of the company the approval of the «Cuarto Programa de Bonos Subordinados Interseguro», up to the maximum outstanding sum of US$ 120’000,000.00 (One Hundred Twenty Million and 00/100 United States Dollars) or its equivalent in Soles, whose subordinated bonds would be placed by public offering or private offering; as well as the delegation to the Board of Directors of the broadest powers to agree, specify and/or detail all the terms, conditions and characteristics of the program, as well as of the issuances to be made under said program;

Electronic document fi rmado digitally within the framework of Law N° 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores

“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"

That, likewise, in the General Shareholders' Meeting of Interseguro Compañía de Seguros S.A., held on 10 July 2024, the «Cuarto Programa de Bonos Subordinados Interseguro» was approved unanimously, up to the maximum outstanding sum of US$ 120’000,000.00 (One Hundred Twenty Million and 00/100 United States Dollars) or its equivalent in Soles; as well as the delegation to the Board of Directors of the company of the powers necessary to determine each and every one of the terms, conditions and characteristics of the program and its issuances;

That, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS, by SBS Resolution N° 03051-2024 of 03 September 2024, resolved to issue a favorable opinion for Interseguro Compañía de Seguros S.A. to carry out the issuance of subordinated bonds through the «Cuarto Programa de Bonos Subordinados Interseguro», up to a maximum outstanding amount of US$ 120’000,000.00 (One Hundred Twenty Million and 00/100 United States Dollars) or its equivalent in Soles;

That, by document of 17 October 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, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF; as well as by the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution N° 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 issuance programs and securities within the framework of an early procedure, as well as the registration of informative prospectuses, in the Public Registry of the Securities Market must be disseminated through the SMV Institutional Page 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 et seq. of the Single Ordered Text of the Securities Market Law; as well as article 46, numerals 4 and 6, of the Regulations 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 Superintendency of Conduct Supervision to resolve requests made by administered parties related to primary public offerings and to evaluate and/or resolve all procedures related to such 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 called «Fourth Interseguro Subordinated Bond Program», up to a maximum outstanding amount of US$ 120’000,000.00 (One Hundred Twenty Million and 00/100 United States Dollars

Electronically signed document digitally signed under Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) signa ture( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

PERU 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"

America) or its equivalent in Soles, as well as the registration of the respective Framework Prospectus in the Public Registry of the Securities Market – RPMV.

Article 2.- To order the registration of the securities called «First Issuance of the Fourth Interseguro Subordinated Bond Program», up to a maximum outstanding amount of US$ 80’000,000.00 (Eighty Million and 00/100 United States Dollars), as well as the registration of the corresponding Framework Prospectus Supplement in the Public Registry of the Securities Market – RPMV.

Article 3.- The issuances and/or offerings 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 Regulations on 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 consolidating 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 offerings until it complies with said procedure.

Article 4.- The registration of securities and the registration of the Framework Prospectus Supplements made within the framework of the «Fourth Interseguro Subordinated Bond Program» shall be carried out under an automatic approval procedure, as long as Interseguro Compañía de Seguros S.A. 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 Regulations on Primary Public Offering and Sale of Securities.

Article 5.- The placement of the securities registered within the framework of the «Fourth Interseguro Subordinated Bond Program» may be carried out within a non-extendable term not exceeding three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, as long as the validity term of the program and the advance procedure have not ended, and the corresponding information and documentation are duly updated.

Article 6.- 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 offering; 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 Framework Prospectus Supplement, do not imply that the Superintendency of the Securities Market – SMV

Electronically signed document digitally signed under Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) signa ture( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

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 7.- To 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 8.- Transcribe this resolution to Interseguro Compañía de Seguros S.A., 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 Bolsa de Valores de Lima S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Alix Godos
General Superintendent
General Superintendency of Conduct Supervision

Electronic document fi rmado digitally within the framework of Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml