Obligation Banco Crédito Perú 2.7% ( US05971V2A26 ) en USD

Banco Crédito Perú

99.781 % ▲

Perou

US05971V2A26 ( en USD )

2.7% par an ( paiement semestriel )

10/01/2025 - Obligation échue

Prospectus brochure de l'obligation Banco de Credito del Peru US05971V2A26 en USD 2.7%, échue

05971V2A2

BBB- ( Qualité moyenne inférieure )

Banco de Crédito del Perú (BCP) est la plus grande banque du Pérou, offrant une large gamme de services financiers aux particuliers et aux entreprises, incluant des services de dépôts, de prêts, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco Crédito Perú ( Perou ) , en USD, avec le code ISIN US05971V2A26, paye un coupon de 2.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/01/2025
L'Obligation émise par Banco Crédito Perú ( Perou ) , en USD, avec le code ISIN US05971V2A26, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

BASE PROSPECTUS
March 16, 2021

Banco de Crédito del Perú
U.S.$6,000,000,000 Medium-Term Notes Program
Under this U.S.$6,000,000,000 Medium-Term Notes Program (the "Program"), Banco de Crédito del Perú, a commercial bank
organized and existing under the laws of the Republic of Peru (the "Issuer," the "Bank" or "BCP"), may from time to time issue
medium-term notes ("Notes") which will be unsecured and may be issued on a subordinated or unsubordinated basis. The Notes have not
been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and will be offered (i) inside the
United States in reliance on the exemption from registration provided by Rule 144A ("Rule 144A") under the Securities Act only to
qualified institutional buyers ("QIBs"), within the meaning of Rule 144A, and (ii) outside the United States to non-U.S. persons (as such
term is defined in Rule 904 under the Securities Act (a "non-U.S. person")) pursuant to Regulation S ("Regulation S") under the
Securities Act. The Notes will be denominated in any currency agreed upon between the Issuer and the relevant Dealer (as defined
below). The final terms of each Note will be specified in the Final Terms (as defined herein). For more information, see "Description of
the Notes."
Each initial and subsequent purchaser of the Notes offered under the Program in making its purchase will be deemed to have made
certain acknowledgements, representations and agreements intended to restrict the resale or other transfer of such Notes and may in
certain circumstances be required to provide confirmation of compliance with such resale or other transfer restrictions below and as set
forth in "Important Notices" and "Transfer and Selling Restrictions."
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any
other terms contemplated herein which are applicable to a particular issuance of Notes will be set out in the relevant Final Terms relating
to such Notes.
Investing in the Notes offered under the Program involves risks and uncertainties. See "Risk Factors" beginning on page 7
of this Prospectus (as defined below) for a discussion of certain significant risks you should consider in connection with an
investment in the Notes.
The Notes are not intended to be offered, sold or otherwise made available and should not be sold to retail investors in the European
Economic Area (as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on Markets in
Financial Instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID II), as amended or replaced from time to
time) ("EEA") or in the United Kingdom (the "UK") (as defined in Regulation (EU) No. 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018). Prospective investors are referred to the section headed "Important Notices" on
page ii of this Prospectus.
Application has been accepted by the Luxembourg Stock Exchange for Notes issued under the Program (other than Indexed Notes
(as defined herein)) to be admitted to trading on the Luxembourg Stock Exchange for trading on the Euro MTF Market. Notes issued
under the Program may also be admitted to trading or listed on any other or further stock exchange(s) or may not be admitted to trading
or listed. Indexed Notes will not be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange's.
This document comprises a prospectus for the purpose of the Luxembourg Law of July 16, 2019 on prospectuses for securities (the
"Luxembourg Prospectus Law"). This Base Prospectus (the "Prospectus") may be used only for the purposes for which it has been
prepared. In approving this Prospectus the Luxembourg Stock Exchange assumes no responsibility as to the economic and financial
soundness of the transaction and the quality or solvency of the Bank in line with the provisions of article 7(7) of the Luxembourg
Prospectus Law.
The Notes (or beneficial interests therein) may not be offered or sold in Peru except in compliance with the securities laws thereof.
The Notes will not have the benefit of bank deposit insurance under the laws of Peru, the United States or any other jurisdiction.
Arrangers and Dealers
BofA Securities
Citigroup
J.P. Morgan
Dealers

BNP PARIBAS
Daiwa Capital Markets
Goldman Sachs International
Natixis
SMBC Nikko

TABLE OF CONTENTS

Page
Responsibility Statement .............................................................................................................................................. ii
Important Notices ......................................................................................................................................................... ii
Available Information ...................................................................................................................................................vi
Enforceability of Civil Liabilities ............................................................................................................................... vii
Market and Industry Information ..................................................................................................................................ix
Cautionary Statement Regarding Forward-Looking Statements ................................................................................... x
Presentation of Financial Information ........................................................................................................................ xii
Overview of the Program............................................................................................................................................... 1
Risk Factors ................................................................................................................................................................... 7
Use of Proceeds ........................................................................................................................................................... 29
Overview of the Bank .................................................................................................................................................. 30
General Description of the Program ............................................................................................................................ 33
Capitalization ............................................................................................................................................................... 35
Exchange Rates ........................................................................................................................................................... 36
Selected Financial Information .................................................................................................................................... 37
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 41
Selected Statistical and Other Information .................................................................................................................. 66
Business ....................................................................................................................................................................... 86
Regulatory Environment ............................................................................................................................................ 114
Management .............................................................................................................................................................. 124
Ownership.................................................................................................................................................................. 130
Related Party Transactions ........................................................................................................................................ 131
Description of the Notes ............................................................................................................................................ 133
Form of Final Terms .................................................................................................................................................. 164
Taxation ..................................................................................................................................................................... 170
Special Provisions Relating to Foreign Currency Notes ............................................................................................ 179
Book-Entry Clearance Systems ................................................................................................................................. 182
Plan of Distribution ................................................................................................................................................... 185
Transfer and Selling Restrictions ............................................................................................................................... 186
Legal Matters ............................................................................................................................................................. 196
Independent Auditors ................................................................................................................................................ 197
General Information .................................................................................................................................................. 198
Documents on Display ............................................................................................................................................... 199
Appendix A Accounting Practices ........................................................................................................................... A-1
Index to Financial Statements .................................................................................................................................... F-1

i

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Lima, Peru is solely responsible for the information given in this
Prospectus and in any Final Terms for each Series or Tranche of Notes issued under the Program. The Issuer hereby
declares that to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case,
the information contained in this Prospectus and in any Final Terms for each Series or Tranche of Notes issued
under the Program is in accordance with the facts and contains no omission likely to affect its import.
IMPORTANT NOTICES
Copies of Final Terms (as defined below) will be available from the registered office of the Issuer and the
specified office set out below of each of the Paying Agents (as defined below) (save that a Final Terms relating to a
Note which is neither admitted to trading on a regulated market in the EEA nor offered in the EEA in circumstances
where a prospectus is required to be published under the Prospectus Regulation will only be available for inspection
by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the relevant Paying
Agent as to its holding of Notes and identity).
This Prospectus should be read and understood in conjunction with any supplement hereto. Full information on
the Issuer and any Notes issued under the Program is only available on the basis of the combination of this
Prospectus (including any supplement) and the relevant Final Terms.
No person is or has been authorized to give any information or to make any representations, other than those
contained in this Prospectus, in connection with the Program or the issue and sale of the Notes and, if given or made,
such information or representations must not be relied upon as having been authorized by BCP. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof.
Neither this Prospectus nor any other information supplied in connection with the Program or any Notes (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by
the Issuer or any of the Dealers that any recipient of this Prospectus or any recipient of any other information
supplied in connection with the Program or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the Program or the issue of any Notes constitutes an offer or invitation by or on behalf of either
Issuer or any of the Dealers to subscribe for or to purchase any Notes in any jurisdiction to any person to whom it is
unlawful to make the offer or solicitation in such jurisdiction.
This Prospectus is valid for twelve months from the date of this Prospectus and it and any supplement thereto as
well as any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus
nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in the
related documents is accurate and complete subsequent to the date hereof or that there has been no adverse change in
the financial condition of the Issuer since such date or that any supplement to this Prospectus or any other
information supplied in connection with the Program is correct at any time subsequent to, respectively, its date or
the date on which it is supplied or, if different, the date indicated in the document containing the same.
For so long as any Notes remain outstanding, the Issuer will, in the event of any significant new factor, material
mistake or inaccuracy relating to information included in this Prospectus that is capable of affecting the assessment
of any Notes, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any
subsequent issue of Notes.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States of America (the "United States") or its possessions or to United States persons, except in
certain transactions permitted by United States Treasury Regulations. Terms used in this paragraph have the
meanings given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The
ii

Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuers or the Dealers which would permit a public offering
of any Notes in any jurisdiction other than each Member State of the EEA which has implemented the Prospectus
Regulation as at the date of this Prospectus or distribution of this document in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus
nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions
on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Notes in the United States, the EEA (and, in particular,
without limitation, in the United Kingdom, Luxembourg, France, Italy and the Netherlands), Australia, Brazil, Chile,
Dubai, Hong Kong, Japan, Peru, Singapore and Switzerland (see "Transfer and Selling Restrictions"). In making an
investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes being
offered, including the merits and risks involved. The Notes have not been approved or disapproved by the United
States Securities and Exchange Commission (the "SEC") or any other securities commission or other regulatory
authority in the United States, nor have the foregoing authorities approved this Prospectus or confirmed the accuracy
or the adequacy of the information contained in this Prospectus. Any representation to the contrary is unlawful.
In particular, Notes have not been and will not be registered under the Securities Act, and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons unless the Notes are registered under the
Securities Act or an exemption from the registration requirements of the Securities Act is available. See
"Description of the Notes--Forms of Notes" for a description of the manner in which Notes will be issued.
Registered Notes are subject to certain restrictions on transfer (see "Transfer and Selling Restrictions"). Registered
Notes may be offered or sold within the United States only to QIBs in transactions exempt from registration under
the Securities Act (see "--U.S. Information" below).
Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make
such an offer or solicitation.
Neither this Prospectus nor any Final Terms should be considered as a recommendation or a statement of an
opinion (or a report of either of those things) by BCP, the Dealers or any of them that any recipient of this
Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any
Final Terms shall be taken to have made its own appraisal of the condition (financial or otherwise) of the Issuer.
None of the Dealers or the Issuer makes any representation to any purchaser of the Notes regarding the legality
of its investment under any applicable laws. Any purchaser of the Notes should be able to bear the economic risk of
an investment in the Notes for an indefinite period of time.
The Dealers have not separately verified the information contained in this Prospectus or in any supplement
thereto. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
is accepted by the Dealers as to the accuracy or completeness of the information contained in this Prospectus or in
any supplement thereto or any other information provided by the Issuer. The Dealers do not accept any liability in
relation to the information contained in this Prospectus or in any supplement thereto or any other information
provided by the Issuer in connection with the Program.
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference rates.
Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "BMR").
If any such reference rate does constitute such a benchmark, the relevant Final Terms will indicate whether or not
the benchmark is provided by an administrator included in the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the BMR.
Transitional provisions in the BMR may have the result that the administrator of a particular benchmark is not
required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms. The
registration status of any administrator under the BMR is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any change in the registration
status of the administrator.
iii

Amounts payable under the Notes may be calculated by reference to the London Interbank Offered Rate
("LIBOR") or the Euro Interbank Offered Rate ("EURIBOR"), which are provided by ICE Benchmark
Administration Limited ("IBA") and the European Money Markets Institute, respectively. As at the date of this
Prospectus, ICE Benchmark Administration Limited and the European Money Markets Institute do not appear on
the register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority pursuant to article 36 of the BMR.
As far as the Bank is aware, the transitional provisions in Article 51 of the BMR apply, such that IBA and the
European Money Markets Institute are not currently required to obtain authorization or registration (or, if located
outside the European Union, recognition, endorsement or equivalence).
Any websites hyperlinks included in this Prospectus are for information purposes only and do not form part of
this Prospectus.
Unless otherwise indicated or the context otherwise requires, all references in this Prospectus or in any
supplement thereto to "Banco de Crédito del Perú," "BCP," "Bank," "we," "our," "ours," "us" or similar terms refer
to Banco de Crédito del Perú and our subsidiaries. References to the "Issuer" refer only to Banco de Crédito del Perú
excluding our subsidiaries.
U.S. INFORMATION
This Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs (as
defined under "Description of the Notes--Forms of Notes") for informational use solely in connection with the
consideration of the purchase of the Notes offered under the Program. Its use for any other purpose in the United
States is not authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its
contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and
sale of any Registered Notes to it may be made in reliance upon the exemption from the registration requirements of
the Securities Act provided by Rule 144A.
Each purchaser or Noteholder represented by a Rule 144A Global Note (as defined under "Registered Notes"
below) or any Notes issued in registered form in exchange or substitution therefor (jointly referred to as the
"Legended Notes") will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain
representations and agreements intended to restrict the resale or other transfer of such Notes as set out in "Transfer
and Selling Restrictions." Unless otherwise stated, terms used in this paragraph have the meanings given to them in
"Description of the Notes--Forms of Notes."
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Prospectus is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2) of the
Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the
issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This Prospectus is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to
which this communication relates shall be available only to relevant persons and will be engaged in only with
relevant persons.
NOTICE TO RESIDENTS OF PERU
THE NOTES WILL NOT BE SUBJECT TO A PUBLIC OFFERING IN PERU. THEREFORE, THIS
PROSPECTUS AND THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH OR
APPROVED BY THE PERUVIAN SUPERINTENDENCY OF CAPITAL MARKETS
(SUPERINTENDENCIA DEL MERCADO DE VALORES ("SMV") OR THE LIMA STOCK EXCHANGE
(BOLSA DE VALORES DE LIMA) ("BVL"). PERUVIAN SECURITIES LAWS AND REGULATIONS ON
iv

PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE OFFERING OF THE NOTES AND,
THEREFORE, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE
APPLICABLE TO THE ISSUER OR THE SELLERS OF THE NOTES BEFORE OR AFTER THEIR
ACQUISITION BY PROSPECTIVE INVESTORS. THIS PROSPECTUS AND OTHER OFFERING
MATERIALS RELATING TO THE OFFER OF THE NOTES ARE BEING SUPPLIED TO THOSE
PERUVIAN INVESTORS WHO HAVE EXPRESSLY REQUESTED THEM. SUCH MATERIALS MAY
NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER THAN THE INTENDED RECIPIENTS.

ACCORDINGLY, THE NOTES CANNOT BE OFFERED OR SOLD IN PERU, EXCEPT IF (I) THE
NOTES ARE PREVIOUSLY REGISTERED WITH THE SMV, OR (II) SUCH OFFERING IS
CONSIDERED A PRIVATE OFFERING UNDER THE SECURITIES LAWS AND REGULATIONS OF
PERU. THE PERUVIAN SECURITIES MARKET LAW ESTABLISHES, AMONG OTHERS, THAT AN
OFFER DIRECTED EXCLUSIVELY TO INSTITUTIONAL INVESTORS MAY QUALIFY AS A
PRIVATE OFFERING.

IN MAKING AN INVESTMENT DECISION, INSTITUTIONAL INVESTORS, AS DEFINED BY
PERUVIAN LAW, MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS
OF THE OFFERING OF THE NOTES IN ORDER TO DETERMINE THEIR LEGAL ABILITY TO
INVEST IN THE NOTES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"), (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565, as
amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii)
a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as amended, as it forms part of domestic law
by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended, as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subject to MiFID II subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to Directive
v

2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in the Dealer Agreement
dated July 19, 2019 (the "Dealer Agreement") to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a
reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

vi

ENFORCEABILITY OF CIVIL LIABILITIES
We are a commercial bank organized and existing under the laws of Peru. Substantially all of our directors and
officers reside in Peru, and all or a significant portion of the assets of such persons may be, and substantially all of
our assets are, located outside the United States. As a result, it may not be possible for investors to effect service of
process upon such persons or entities outside Peru or to enforce against them in the courts of jurisdictions other than
Peru any judgments obtained in such courts that are predicated upon the laws of such other jurisdictions.
We have been advised by our Peruvian counsel, Payet, Rey, Cauvi, Pérez Abogados, that any final and
conclusive judgment for a fixed and definitive sum obtained against us in any foreign court having jurisdiction in
respect of any suit, action or proceeding against us for the enforcement of any of our obligations under the Notes
that are governed by New York law will, upon request, be deemed valid and enforceable in Peru without the local
court reopening the case through an exequatur judiciary proceeding, provided that: (a) there is in effect a treaty
between the country where said foreign court sits and Peru regarding the recognition and enforcement of foreign
judgments or (b) in the absence of such a treaty, the original judgment is recognized and ratified by the Peruvian
Courts (Cortes de la República del Perú) under such exequatur proceeding, subject to the provisions of the Peruvian
Civil Code and the Peruvian Civil Procedure Code. Such ratification will occur provided that the following
requirements are met:
(i)
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts, and the
matters contemplated in respect of this Prospectus or the notes are not such matters;
(ii)
such court had jurisdiction under its own conflicts of law rules and under general principles of
international procedural jurisdiction;
(iii)
we received service of process in accordance with the laws of the place where the proceeding took place,
we were granted a reasonable opportunity to appear before such foreign court, and we were guaranteed
due process rights;
(iv)
the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
(v)
no pending litigation in Peru between the same parties for the same dispute was initiated before the
commencement of the proceeding that concluded with the foreign judgment;
(vi)
the judgment is not incompatible with another judgment that fulfills the requirements of recognition and
enforceability established by Peruvian law unless such foreign judgment was rendered first;
(vii) the judgment is not contrary to public policy (orden público) or good morals;
(viii) it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a review
of the merits thereof;
(ix)
a copy of such judgment is (i) officially translated to Spanish by a duly authorized public translator in
Peru; and (ii) if issued in any country other than in Peru (x) which is not a signatory country of the
Hague Convention for Abolishing the Requirement of Legalization for Foreign Public Documents,
legalized before a notary public, the Ministry of Foreign Affairs or other corresponding entity of such
country, the competent Peruvian consulate and before the Peruvian Ministry of Foreign Affairs
(Ministerio de Relaciones Exteriores del Perú), or (y) which is a signatory country of the Hague
Convention for Abolishing the Requirement of Legalization for Foreign Public Documents, must be
certified with an apostille; and
(x)
the applicable court fees have been paid.
There is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign
judgments. We have been advised by Payet, Rey, Cauvi, Pérez Abogados, our Peruvian counsel, that there is no
reason to believe that any obligation under the Notes, which are governed by New York law, would be contrary to
Peruvian public policy and international treaties binding upon Peru or generally accepted principles of international
law.
vii

In connection with the issuance of the notes, we will designate Cogency Global Inc. as our agent upon whom
process may be served in connection with any proceedings in New York.

viii

MARKET AND INDUSTRY INFORMATION
Market data and certain industry forecast data used in this Prospectus were obtained from internal reports and
studies, where appropriate, as well as estimates, market research, publicly available information, including
information available from the Peruvian Superintendency of Banks, Insurance and Private Pension Fund
Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones) ("SBS")
and industry publications. Market share, deposit and other data obtained from the SBS in the case of the banking
operations of Peruvian banks, includes foreign branches and representative offices of Peruvian banks, such as our
agency in Miami and our branch in Panama, which has an international banking license. However, the SBS
information is presented on an unconsolidated basis and excludes information regarding subsidiaries of Peruvian
banks. Therefore, the SBS information as it relates to us excludes the operations of our Peruvian subsidiary Mibanco
Banco de la Microempresa S.A. ("Mibanco"). With respect to any information included herein and specified to be
sourced from a third party (i) we confirm that any such information has been accurately reproduced and as far as we
are aware and are able to ascertain from information available to it from such third party, no facts have been omitted
which would render the reproduced information inaccurate or misleading and (ii) we have not independently verified
any such information and accept no responsibility for the accuracy thereof. Similarly, internal reports and studies,
estimates and market research, while believed to be reliable and accurately extracted by us for the purposes of this
Prospectus, have not been independently verified. However, we believe such data is accurate and agree that we are
responsible for the accurate extraction of such information from such sources and its correct reproduction in this
Prospectus.

ix

Document Outline

#213">A
- #223">F