PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores
“Decade of Equal Opportunities for Women and Men” “Year of Hope and Strengthening of Democracy”

SMV General Intendancy Resolution No. 062-2026-SMV/11.1

Lima, 19 October 2026

The General Intendant of Conduct Supervision

Whereas:

File No. 2026041653, as well as Internal Report No. 1682-2026-SMV/11.1, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 15 September 2026, RBB Andes Holdings Limited, in its capacity as offeror, requested the Superintendency of the Securities Market to register the Informative Prospectus of the «Public Offering for Sale (OPV) on the Stock Exchange Floor of the Lima Stock Exchange of common shares with voting rights representing the share capital of Inca Rail S.A.» in the Public Registry of the Securities Market;

That, by SMV General Intendancy Resolution No. 067-2018-SMV/11.1 of 03 August 2018, the registration of the common shares with voting rights representing the share capital of Inca Rail S.A. in the Public Registry of the Securities Market was ordered; and, subsequently, in the Securities Registry of the Lima Stock Exchange;

That articles 70 and 71 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, provide that a public offering for sale is one made by one or more natural or legal persons with the purpose of transferring to the general public or to certain segments thereof, previously issued and acquired securities; as well as that persons who decide to make the referred offering of securities previously registered in the Public Registry of the Securities Market must submit to the SMV a prospectus containing the corresponding information;

That, in accordance with articles 11 and 13, numeral 13.3, of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10 and its amending norms, the registration of the informative prospectus is processed under a prior evaluation procedure with negative administrative silence, not being subject to renewal; whereas the competent body of the SMV has a period of thirty business days to evaluate the referred request and issue a pronouncement;

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

That, from the documentation submitted by RBB Andes Holdings Limited, it has been noted that in the Board of Directors Meeting of RBB Andes Holdings Limited, held on 31 July 2026, it was approved that the aforementioned company carry out the Public Offering for Sale of up to 133,795 (One Hundred Thirty-Three Thousand Seven Hundred Ninety-Five) common shares with voting rights representing the share capital of Inca Rail S.A. under its ownership, which represent approximately 0.5% of the share capital of Inca Rail S.A.; and, that Messrs. Ian Bayly Aramburú, Rafael Eduardo Carranza Fano, Eduardo Ramos Sánchez Concha, and Gerardo Bacigalupo Landa be appointed so that, as attorneys-in-fact, acting individually or jointly, they may determine, negotiate, draft and/or approve the other terms and conditions of the Public Offering for Sale of the common shares with voting rights representing the share capital of Inca Rail S.A.;

That, by documents of 15 September and 12 October 2026, RBB Andes Holdings Limited reasonably completed the documentation and information requirements demanded by the Single Ordered Text of the Securities Market Law; as well as by the Regulation of Primary Public Offering and Sale of Securities and its amending and complementary provisions; in order to proceed with the registration of the Informative Prospectus of the «Public Offering for Sale (OPV) on the Stock Exchange Floor of the Lima Stock Exchange of common shares with voting rights representing the share capital of Inca Rail S.A.» in the Public Registry of the Securities Market;

That, article 7, numeral 14, 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 norms, establishes that any administrative decision that, in the opinion of the deciding body, generates the effects provided in article 5 of the referred norm, that is, that in addition to its particular scope, have a general effect with respect to an indeterminate set of persons or whose rights may be affected by such decisions, 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 70 and 71 of the Single Ordered Text of the Securities Market Law; articles 11 and 13 of the Regulation of Primary Public Offering and Sale of Securities; as well as article 46, numeral 5, 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 all procedures linked to public offerings for sale of securities.

Resolves:

Article 1.- To order the registration of the Informative Prospectus of the «Public Offering for Sale (OPV) on the Stock Exchange Floor of the Lima Stock Exchange of common shares with voting rights representing the share capital of Inca Rail S.A.» in the Public Registry of the Securities Market.

The Public Offering for Sale will be made by RBB Andes Holdings Limited for up to 133,795 (One Hundred Thirty-Three Thousand Seven Hundred Ninety-Five) common shares with voting rights representing the share capital of Inca Rail S.A., under its ownership, according to the terms and conditions set forth in the Informative Prospectus.

Article 2.- The public offering of the securities referred to in article 1 of this resolution must be made subject to the provisions of article 25 and, if applicable, article 29 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10.

Likewise, it must comply with presenting to the SMV the documentation and information referred to in article 24 of the Regulation of Primary Public Offering and Sale of Securities

Article 3.- The registration of the Informative Prospectus of the «Public Offering for Sale (OPV) on the Stock Exchange Floor of the Lima Stock Exchange of common shares with voting rights representing the share capital of Inca Rail S.A.» in the Public Registry of the Securities Market 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.

Likewise, the registration of the informative prospectus referred to in article 1 of this resolution 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. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market; the offeror being responsible for the veracity of the information presented to the market, in accordance with the provisions of articles 65 and 72 of the Single Ordered Text of the Securities Market Law.

Article 4.- To disseminate this Resolution on the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 5.- To transcribe this resolution to RBB Andes Holdings Limited, in its capacity as offeror; to Inca Rail S.A., in its capacity as issuer; to Credicorp Capital Sociedad Agente de Bolsa S.A., in its capacity as intermediation agent; 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

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