PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

SMV General Intendancy Resolution No. 069-2023-SMV/11.1

Lima, 30 October 2023

The General Intendant of Conduct Supervision

Whereas:

File No. 2023044121, as well as Internal Report No. 1450-2023-SMV/11.1 dated 30 October 2023, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision of the Superintendency of the Market in Securities.

Considering:

That, by means of writings submitted on 20 October 2023, Banco de Crédito del Perú requested from the Superintendency of the Market in Securities – SMV the registration of the Second Framework Prospectus corresponding to the «Sixth Program of Local Corporate Bonds of BCP», since three (03) years of validity of the registration of said program have elapsed, the same that consolidates all the variations made to it, including the fundamental variation referring to the change of structuring entity, in the Public Registry of the Market in Securities;

That, it has been verified that by means of SMV General Intendancy Resolution No. 001-2020-SMV/11.1 dated 02 January 2020, within the framework of an anticipated procedure, the registration of the issuance program called «Sixth Program of Local Corporate Bonds of BCP» was ordered, up to a maximum amount in circulation of S/ 3,000,000,000.00 (Three Billion and 00/100 Soles) or its equivalent in other currencies, and the registration of the corresponding Framework Prospectus Supplement, in the Public Registry of the Market in Securities;

That, from the review of the documentation and information that supports the request to which this resolution refers, it is noted that the issuer has submitted the First Addendum to the Framework Issuance Contract of the Sixth Program of Local Corporate Bonds of BCP, signed between Banco de Crédito del Perú —as issuer— and Scotiabank Perú S.A.A. —in its capacity as Representative of the Bondholders—, by means of which they agreed to modify numeral 4.4 of the Fourth Clause of the referred Framework Issuance Contract, in order to specify that until 31 December 2023, inclusive, the structuring entity is Credicorp Capital Servicios Financieros S.A. and that as of 01 January 2024 it will be Banco de Crédito del Perú;

That, in accordance with the provisions of article 63 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, during the validity of the placement of the public offering, the issuer is obliged to keep the informative prospectus updated and any modification of the prospectus that is made must be

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submitted to the Superintendency of the Market in Securities – SMV, accompanied by the pertinent documentation and information, prior to its delivery to the investors;

That, with respect to the variations in the offer, article 29 of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution 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, additionally, numeral 14.2.3. of article 14 of the Regulation of Primary Public Offering and Sale of Securities, provides that after three (03) years of the validity of the registration of the program, the issuer must submit an updated framework prospectus that consolidates all the variations made to it, which must be sent to the SMV within the following thirty (30) calendar days. Likewise, the cited article provides that the registration of the referred prospectus be carried out under an automatic approval procedure if it is submitted within said term and under a prior evaluation procedure subject to negative administrative silence if it is submitted outside of it;

That, it has been verified that Banco de Crédito del Perú submitted its request to the Superintendency of the Market in Securities – SMV outside the term of thirty (30) calendar days following the term of three (03) years of validity of the registration of the «Sixth Program of Local Corporate Bonds of BCP», corresponding to apply the prior evaluation procedure subject to negative administrative silence;

That, Banco de Crédito del Perú has submitted the documentation and information required by the Single Ordered Text of the Securities Market Law, as well as by the Regulation of Primary Public Offering and Sale of Securities, for the registration procedure of the Second Framework Prospectus corresponding to the «Sixth Program of Local Corporate Bonds of BCP», the same that consolidates all the variations made to it, including the fundamental variation referring to the change of structuring entity;

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 SMV Resolution No. 014-2014-SMV/01 and its amendments, establishes that the decisions contained in administrative resolutions referring to the registration of securities and the registration of the informative prospectuses corresponding to the 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; articles 14 and 29 of the Regulation of Primary Public Offering and Sale of Securities; as well as 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 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.

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

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

Resolves:

Article 1°.- Order the registration of the Second Framework Prospectus corresponding to the «Sixth Program of Local Corporate Bonds of the BCP» in the Public Registry of the Securities Market, after the three (03) years of validity of the registration of said program have elapsed, the same that consolidates all the variations made to it, including the fundamental variation referring to the change in the structuring entity, as established by article 14, numeral 14.2.3, of the Regulation of Primary Public Offering and Sale of Securities.

The fundamental variation referring to the fact that Banco de Crédito del Perú will assume the status of structuring entity in the «Sixth Program of Local Corporate Bonds of the BCP» will enter into force as of 01 January 2024.

Article 2°.- The registration referred to in the preceding article has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic – financial situation of the issuer, in accordance with the provisions of articles 10 and 21 of the Single Ordered Text of the Securities Market Law.

Likewise, the referred 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 Banco de Crédito del Perú being responsible for the veracity of the information presented and disseminated to the market, 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 Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 4°.- Transcribe this resolution to Banco de Crédito del Perú, as issuer, to Credicorp Capital Servicios Financieros S.A., as structuring entity; to Credicorp Capital Sociedad Agente de Bolsa S.A., as placement agent; to Scotiabank Perú S.A.A., 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.

Alix Godos
General Superintendent
General Superintendency of Conduct Supervision