Superintendence Resolution No. 014-2026-SMV/11: Suspension of Public Acquisition Offer by RBB Salus Holdings Limited for Azzaro Trading S.A.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 1 Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations 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 Adjunct Superintendence Resolution SMV No. 014-2026-SMV/11 Lima, March 31, 2026 SEEN:
The administrative file No. 2026010174 and Report No. 516-2026-SMV/11.1, issued by the General Superintendence of Conduct Supervision (hereinafter, the IGSC) of the Adjunct Superintendence of Market Conduct Supervision (hereinafter, the SASCM).
CONSIDERING:
That, within the framework of Article 12 of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments, through a written submission on March 4, 2026, Credicorp Capital Brokerage Company S.A. submitted to the Superintendence of the Securities Market – SMV the documentation regarding the initiation of the Prior Public Acquisition Offer – Prior OPA, formulated by RBB Salus Holdings Limited, to acquire a maximum of 12,907,627 (twelve million nine hundred seven thousand six hundred twenty-seven) common shares representing the share capital of Azzaro Trading S.A., equivalent to all shares issued by the issuer, subject to the acquisition of a minimum of 11,455,821 (eleven million four hundred fifty-five thousand eight hundred twenty-one) common shares of the aforementioned company, which represent 88.75% of the share capital of Azzaro Trading S.A.; That, having initiated the Prior OPA on the shares representing the share capital of Azzaro Trading S.A., taking into account Article 15 of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion, through a material event on March 13, 2026, Azzaro Trading S.A. made known to the market the "Board of Directors' Report on the Public Acquisition Offer of common shares representing the share capital of Azzaro Trading S.A.", which explicitly states that "(..), on the occasion of the OPA, the Board has received a valuation of the Company as of December 31, 2025, carried out by the valuation firm Lincoln Partners Advisors LLC. The conclusions of said valuation (..), and as has been commented on and reviewed by the board, the OPA Share Price would be within the range of value determined by the valuation firm." (Emphasis added); however, Azzaro Trading S.A. did not reveal the respective valuation report to the market;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 2 Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations 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, upon detecting this information and considering Article 15 and 56, letter g), of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion, through Letter No. 1240-2026-SMV/11.1 dated March 24, 2026, the General Superintendence of Conduct Supervision required Azzaro Trading S.A., among others, to incorporate the valuation report prepared by Lincoln Partners Advisors LLC; being that, through a material event on March 26, 2026, Azzaro Trading S.A. – regarding said requirement – stated that due to confidentiality reasons it was not possible to disseminate the content of the valuation report; That, considering the requirement of sufficiency applicable to the information revealed to the market and the principle of transparency that underpins the securities market, through Letter No. 1417-2026-SMV/11.1 dated March 30, 2026, the IGSC, based on Article 10 and 30 of the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO LMV), as well as Article 3 and Annex 1, numeral 24, of the Regulations for Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 and its modifying norms, reiterated the requirement regarding the disclosure as a material event of the valuation report, granting a maximum deadline of one (01) business day, counted from the next business day after notification; That, through a material event on March 31, 2026, Azzaro Trading S.A. attached a document titled "Confidential Draft / Project Salus / Discussion Materials", which contains redacted information, alleging confidentiality, without presenting any legal opinion supporting the same; it is necessary to indicate that the IGSC, taking into account the principles of transparency and investor protection that underpin the securities market and that the sufficiency of information in a public offer is fundamental for informed decision-making by investors, considers that the requirement formulated has not been met, noting that said information is relevant within the framework of the Prior OPA on the common shares representing the share capital of Azzaro Trading S.A. formulated by RBB Salus Holdings Limited; That, in accordance with Article 56 of the TUO LMV, when there is any circumstance that, in the judgment of the SMV, may affect the interest of investors, said entity may order the suspension of the public offer of a specific security, until such deficiency is remedied. In this line, Article 17 of the OPA Regulations provides that the SMV, in its
judgment, through a reasoned resolution, may suspend or annul the validity of a public acquisition offer at any time when it detects, among others, the existence of insufficient information or when practices or activities that affect market transparency or investor interest are carried out; That, in the present case, with the aim of privileging the principle of transparency, the orderly development of the market and the protection of investors, in accordance with Article 1 of the Concordant Single Text of the Organic Law of the SMV, approved by Legislative Decree No. 26126, this Adjunct Superintendence considers that the Prior OPA formulated by RBB Salus

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 3 Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations 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 Holdings Limited on the common shares representing the share capital of Azzaro Trading S.A. must be suspended, since the valuation report prepared by Lincoln Partners Advisors LLC has not been disseminated to the market by Azzaro Trading S.A. and investors have not taken knowledge of it, in order for them to adopt a duly informed decision within the framework of said public offer; That, the suspension of the OPA will remain in effect until it is determined that there are no grounds justifying the suspension of said offer, as provided by Article 17 of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion; it must be indicated that the last paragraph of said article establishes that during the suspension of the validity of the OPA, the SMV may require the offeror or third parties any other information it considers relevant for the investor regarding the decision to sell or not sell their securities; and, Being in accordance with Article 17 of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion and Article 43, numeral 26, of the Regulations for Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF. RESOLVES:
Article 1°.- Suspend the Prior Public Acquisition Offer formulated by RBB Salus Holdings Limited to acquire a maximum of 12,907,627 (twelve million nine hundred seven thousand six hundred twenty-seven) common shares representing the share capital of Azzaro Trading S.A., equivalent to all shares issued by the issuer, subject to the acquisition of a minimum of 11,455,821 (eleven million four hundred fifty-five thousand eight hundred twenty-one) common shares of the aforementioned company, which represent 88.75% of the share capital of Azzaro Trading S.A., until it is determined that there are no grounds justifying the suspension of said offer, as provided by Article 17 of the Regulations for Public Acquisition Offers and Purchase of Securities by Exclusion.
Article 2°.- RBB Salus Holdings Limited must adopt the necessary actions so that, once the suspension of the Prior Public Acquisition Offer on the common shares representing the share capital of Azzaro Trading S.A. is lifted, investors can have a reasonable period to analyze the information and adopt a duly informed decision within the framework of said public offer.
Article 3°.- Communicate this Resolution to the Lima Stock Exchange S.A. for its immediate dissemination to the market, as well as publish it on the Institutional Website of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 4 Electronic document digitally signed under Law No. 27269, Law of Digital Signatures and Certificates, its regulations 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 4°.- Transcribe this Resolution to RBB Salus Holdings Limited, in its capacity as offeror; to Azzaro Trading S.A., in its capacity as issuer and target company; to Credicorp Capital Brokerage Company S.A., in its capacity as intermediary agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.
Register, communicate and disseminate.
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision