{"url_path":"/sec/bap/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1001290/0001001290-26-000008-index.html","accession_number":"0001001290-26-000008","cik":"0001001290","ticker":"BAP","issuer_name":"CREDICORP LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001290/0001001290-26-000008-index.html","primary_entity_key":"0001001290","primary_entity_name":"CREDICORP LTD"},"word_count":9252,"has_tables":true,"body_markdown":"ITEM 10.ADDITIONAL INFORMATION\n\n10.AShare Capital\n\nNot applicable.\n\n10.BMemorandum of Association and Bye-laws\n\nThe registration number of Credicorp with the Registrar of Companies in Bermuda is EC21045.\n\nThe following sections set forth certain information concerning Credicorp’s Board of Directors and its share capital, and a summary of certain significant provisions of Credicorp’s Memorandum of Association and Bye-laws and Bermuda corporate law. This description does not purport to be complete and is qualified by reference to Credicorp’s Memorandum of Association and Bye-laws and to applicable corporate law. For further information on Credicorp’s current Bye-laws, as amended in 2020, see Exhibit 1.1 to this Annual Report.\n\n(1)Credicorp Ltd.’s Objects\n\nThe objects under which Credicorp is formed and incorporated are located in Item 6 of its Memorandum of Association and are:\n\n(1)To act and perform all the functions of a holding company in all of its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which Credicorp or any subsidiary company is a member, or which are in any manner controlled directly or indirectly by Credicorp;\n\n(2)To carry on the business of an investment company and for that purpose to acquire and hold, whether in the name of Credicorp or in that of any nominee, shares, stocks, debentures, debenture stock, bonds, notes, obligations, and securities issued or guaranteed by any company however incorporated or carrying on business; and\n\n(3)Certain other standard objects of Bermuda exempted companies as set out in the Second Schedule to the Bermuda Companies Act 1981.\n\nCredicorp’s business falls within the scope of its objects under its Memorandum of Association.\n\n232\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\n(2)Directors\n\nCredicorp’s business is managed and conducted by the Board of Directors, which is fixed by Credicorp’s Bye-laws at nine Directors. For additional information regarding the membership and operation of Credicorp’s Board of Directors, see “ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – 6. A Directors and Senior Management” and “– 6. C Board Practices”.\n\nEach Director holds office for a period (the Election Period) commencing at the annual general meeting in which the Director was elected and ending at the annual general meeting in the third successive year of his or her election or until his or her successor is elected or appointed subject to his or her office being vacated.\n\nThere are no age limit requirements regarding retirement or non-retirement of Directors. Holding shares is not a requirement in order to be appointed as a Director of the Company.\n\nThe office of Director shall be vacated if the Director: (i) is removed from office pursuant to Credicorp’s Bye-laws or is prohibited from being a Director by law; (ii) is or becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is or becomes of unsound mind or dies; or (iv) resigns his or her office by notice in writing to the Company. At any general meeting, the shareholders may authorize the Board to fill for the remainder of the Election Period any vacancy in their numbers left unfilled at the general meeting. Shareholders in general meeting or the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board for the remainder of the Election Period occurring as a result of the death, disability, disqualification, or resignation of any Director.\n\nA Director may not vote on any contract or proposed contract or arrangement in which such Director is interested or when such Director has a conflict of interest.\n\nDirectors’ remuneration is determined by Credicorp’s shareholders in general meetings. Directors living outside Lima may also be paid all travel, hotel, and other expenses properly incurred in attending meetings of the Board of Directors, meetings of any committee appointed by the Board of Directors, general meetings of the Company, or any meetings in connection with the business of the Company or their duties as Directors generally.\n\nAny Director, or any Director’s firm, partner, or any company with whom any Director is associated, may act in a professional capacity for Credicorp, and such Director or such Director’s firm, partner or such company may be entitled to remuneration for professional services as if such Director were not a Director, provided that a Director or Director’s firm, partner or such company is not authorized to act as auditor of the Company.\n\nThe Board of Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled share capital, or any part thereof. The Board of Directors may also issue debentures, debenture stock and other securities whether outright or as security for any debt, liability, or obligation of the Company or any third party.\n\n(3)Common Shares\n\nCredicorp’s Memorandum of Association and Bye-laws provide for its share capital to be a single class of common shares, with a par value of $5.00 per share, subject to any resolution of the shareholders to the contrary. To date, Credicorp has issued 94,382,317 common shares with a par value of US$5.00 per share, each fully paid.\n\nUnder Credicorp’s Bye-laws, any holder of Credicorp’s common shares is entitled to one vote per share, such dividends as the Board of Directors may from time to time declare, and the surplus assets of Credicorp in the event of winding-up or dissolution whether voluntary or involuntary or for the purpose of a reorganization or otherwise, or upon any distribution of share capital. Unclaimed dividends do not earn interest. Dividends unclaimed for three years after they are declared revert back to the Company, and shareholders do not have any rights to such dividends. For more information regarding Credicorp’s dividend policy and applicable Bermuda law, refer to “ITEM 8. FINANCIAL INFORMATION – 8. A Consolidated Statements and Other Financial Information – (3) Dividend Policy”.\n\nCredicorp can, from time to time, purchase its own shares in accordance with Section 42A of the Companies Act 1981 of Bermuda. Section 42A of the Companies Act 1981 of Bermuda provides that a company cannot purchase its shares if there are reasonable grounds for believing that the company is, or after the purchase would be, unable to pay its liabilities as they become due. Shares purchased under Section 42A are treated as cancelled, and the amount of the company’s issued\n\n233\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\ncapital, but not its authorized share capital, is diminished by the nominal value of the cancelled shares. Credicorp’s shareholders do not have preemptive purchase rights under the Company’s Bye-laws.\n\nUnder Section 46 of the Companies Act 1981 of Bermuda, where permitted under its memorandum of association and Bye-laws, shareholders of a Bermuda company may resolve in a general meeting to reduce the company’s share capital. No company shall reduce the amount of its share capital unless: (i) it publishes a notice in an appointed newspaper not more than 30 and not less than 15 days before the date on which the reduction in share capital is to become effective, stating (a) the amount of share capital as last determined by the company; (b) the amount by which the share capital is to be reduced; and (c) the date on which the reduction will become effective; and (ii) on the date the reduction is to be effected, there are no reasonable grounds for believing that the company is, or after the reduction would be, unable to pay its liabilities as they become due. Subject to the foregoing, the Company may reduce its share capital in any way, including by (i) extinguishing or reducing the liability on any of its shares in respect of capital not paid up; (ii) with or without extinguishing or reducing liability on any of its shares, cancelling any paid up capital that is lost or unrepresented by available assets; or (iii) with or without extinguishing or reducing liability of any of its shares, and with or without reducing the number of such shares, paying off any paid-up capital that is in excess of the requirements of the Company. Subject to Credicorp’s Bye-laws, when share capital is to be reduced by cancellation of part of a class of shares, the shares to be cancelled must be selected (i) by lot, in such manner as the Directors determine; (ii) as nearly as may be in proportion to the number of shares of the class registered in the name of each shareholder; or (iii) in such other manner as the Directors, with the consent of the majority of shareholders of the share class to be cancelled, determine. When shares are to be cancelled to reduce the Company’s share capital, the shares shall be acquired at the lowest price at which the shares are obtainable, in the opinion of the Directors, but not exceeding an amount, if any, stated in the Bye-laws. Credicorp’s Bye-laws do not state any amount or price at which shares are to be cancelled when undertaking a share capital reduction of this kind. There are no conditions in our Memorandum of Association or Bye-laws governing changes in our share capital that are more stringent than those required under Bermuda law.\n\nThe rights of Credicorp’s shareholders can be changed by amendment of Credicorp’s Bye-laws. Amendments, rescissions, or alterations to Credicorp’s Bye-laws generally require approval by a resolution of its Board of Directors and a resolution of the shareholders passed by a majority of the votes cast in accordance with the provisions of the Bye-laws. Amending Bye-laws 4.11 and 4.23 of Credicorp’s Bye-laws, regarding the number of Directors, tenure, election process and filling of vacancies, among other matters, requires affirmative votes of at least two-thirds of the total issued voting shares of the Company. Bye-law amendments may be made at the annual general meeting or at a special general meeting.\n\nCredicorp’s annual general meeting is held each year to consider and adopt resolutions, to receive the report of the auditors and the consolidated financial statements for the last fiscal year, to elect Directors, to consider fees payable to Directors, to appoint auditors and to consider other matters properly brought before the meeting. At least fourteen days’ notice of an annual general meeting shall be given to each shareholder. Notice of an annual general meeting will state the date, place and time at which the meeting is to be held, that the election of Directors will take place at the meeting and, as far as practicable, the other business to be conducted at the meeting. At least ten days’ notice of a special general meeting shall be given to each shareholder. Notice of a special general meeting will state the date, time, place and the general nature of the business to be considered at the meeting. Subject to the provisions of the Bermuda Companies Act 1981 and Credicorp’s Bye-laws, any question proposed for the consideration of the shareholders at any general meeting will be decided by the affirmative votes of a majority of the votes cast. In the case of a tie, the resolution fails.\n\nSubject to compliance with applicable laws, there are no limitations on the rights to own our securities, or on the rights of non-resident or foreign shareholders to hold or exercise voting rights on those securities, which are imposed by the Companies Act 1981 of Bermuda or by the Memorandum of Association or Bye-laws of Credicorp.\n\nThere is no provision of the Company’s Memorandum of Association or Bye-laws that would delay, defer, or prevent a change in control of the Company, which would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries).\n\nAssuming Credicorp remains listed on an appointed stock exchange, there are no Bye-laws provisions or provisions of Bermuda law governing the ownership threshold above which ownership of Credicorp shares must be disclosed. Under Peruvian law, any individual or legal entity who acquires, directly or indirectly, 1% or more of the share capital of a company operating in the financial and insurance systems (or that is engaged in activities that are either associated with or complementary to the purpose of such companies) in a 12-month period, or who obtains a shareholder stake of 3% or more, must provide the SBS with the information that the SBS requests to identify the shareholder’s main economic activities and, the structure of its assets, their financial information, among others. In addition, the acquisition of shares of a company\n\n234\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\noperating in the financial or insurance system exceeding 10% of the company’s share capital (or resulting, when aggregated with previous holdings, in the holding of 10% of the company’s share capital) by a single individual or entity, whether directly or indirectly, require prior authorization from the SBS. In order to acquire more than 10% of the share capital of a legal person domiciled in Peru that holds shares in a financial or insurance company, prior authorization from the SBS is required. If the shareholder is a legal person that is not domiciled in Peru, such as Credicorp, the SBS must be informed if there is a modification in the composition of the shareholders in proportions that exceed 10%, including the names of such shareholders.\n\nUnder Peruvian securities market regulation, any issuer with shares registered on a centralized exchange, such as Credicorp, must present to the SMV a list of its shareholders who hold more than 0.5% of its capital stock and update the list within the first 15 calendar days of the following month in which a change occurs. The issuer must also update the Securities Market Public Register with information on shareholders holding 4% or more of their share capital following any change.\n\nUnder the U.S. Securities Exchange Act of 1934, as amended, holders of more than 5% of our shares are generally required to report their holdings to the SEC on Schedule 13D or Schedule 13G, as applicable. This is an obligation of the shareholders, not of Credicorp Ltd. as the issuer of the shares.\n\n10.CMaterial Contracts\n\nAs of the date hereof, we have not, nor have our subsidiaries, entered into any material contracts in the immediately preceding two years other than those contracts entered into in the ordinary course of our business.\n\n10.DExchange Controls\n\nWe rely almost exclusively on dividends from Grupo Crédito S.A., BCP Stand-alone, BCP Bolivia, ASHC, Grupo Pacífico, Credicorp Capital, and our other subsidiaries for the payment of dividends to holders of our common shares. To the extent that our subsidiaries are legally restricted from paying us dividends, our ability to pay dividends on our common shares will be adversely affected.\n\nAlthough substantially all of the clients of BCP Stand-alone, ASB, and Grupo Pacífico are located in Peru, as of December 31, 2025, approximately 31.9% of BCP Stand-alone’s loan portfolio, 94.5% of ASB Bank Corp’s loan portfolio, and 40.5% of Grupo Pacífico’s insurance contract liability were denominated in US Dollars.\n\nSince March 1991, there have been no exchange rate controls in Peru, and all foreign exchange transactions are based on market exchange rates. The Peruvian constitution establishes equal treatment between national and foreign investment in Article 63, and Legislative Decree No. 662 allows foreign holders of equity shares of Peruvian companies to receive and repatriate 100% of the cash dividends distributed by the Company. These investors are allowed to purchase foreign exchange at market exchange rates through any member of the Peruvian banking system. The existence of the parallel exchange rate in Bolivia does not generate operational restrictions in BCP Bolivia. Bolivian financial institutions carry out their foreign exchange transactions in legal and regulated markets in compliance with the foreign exchange regulations issued by the Central Bank of Bolivia (Banco Central de Bolivia or BCB by its Spanish initials) and supervised by the Financial System Supervisory Authority (ASFI).\n\nOne circumstance that could lead to depreciation is a decline in Peruvian foreign reserves. Although the current level of Peru’s foreign reserves (US$90.2 billion or 26% of GDP as of December 31, 2025) compares favorably with those of other Latin American countries, there can be no assurance that Peru will be able to maintain adequate foreign reserves levels to meet its foreign currency-denominated obligations. See “Item 3. Key Information – 3.D Risk Factors – Macroeconomic Risks”.\n\nWe have been designated as a non-resident for Bermuda exchange control purposes under the Bermuda Exchange Control Act 1972 and associated regulations and are able to conduct our day-to-day operations free of Bermuda exchange control formalities. We are able to pay dividends, distribute capital, and open and maintain bank accounts in any foreign currency without reference to the Bermuda Monetary Authority.\n\n235\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\n10.ETaxation\n\nThe disclosures in the following sections describe certain material implications to shareholders under the tax laws of Bermuda, Peru, Chile, Colombia, and the United States, but are not intended to provide legal advice to investors. Investors should consult with their own tax advisers in these and other jurisdictions. For details on income tax review by the tax authorities in the jurisdictions in which we operate, please refer to Note 17 (a) and (e) to the consolidated financial statements.\n\nCredicorp’s dividends are paid without withholding tax at the source.\n\n10.1 Bermuda regulation\n\nOn 27 December 2023, the Government of Bermuda enacted the CIT Act, which introduced a corporate income tax applicable to Bermuda constituent entities that are part of an MNE group with consolidated annual revenue of at least €750,000,000 in at least two out of the four previous fiscal years. If a Bermuda constituent entity of an MNE group is subject to tax under the CIT Act, such tax is charged at a rate of 15% effective for fiscal years beginning on or after 1 January 2025 as determined in accordance with and subject to the adjustments set out in the CIT Act.\n\nNotwithstanding the above, there will not be Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty, or inheritance tax that must be paid or that the shareholders must pay with respect to their shares for fiscal year 20255. A Bermuda exempted company is liable to pay an annual government fee based on the authorized share capital and the premium on the issued common shares, which amounts to approximately US$19,605 (2025 Bermuda annual government fee for an exempted company where assessable capital is $100,000,001 - $500,000,000).\n\n10.2 Peruvian regulation\n\nOn February 15, 2011, the Peruvian government enacted Law No. 29663, which was subsequently amended on July 21, 2011, by Law No. 29757. This law partially modifies the country’s income tax regime by (i) subjecting to taxation in Peru capital gains derived from an indirect transfer of shares issued by a domiciled entity and (ii) introducing more types of income that will qualify as Peruvian source income. Under the law, an indirect transfer of shares issued by a domiciled entity occurs, and is subject to the Peruvian Income Tax (at a 5% or 30% rate) when the shares of a non-domiciled entity, which in turn owns (directly or indirectly through other entities) shares issued by a domiciled entity, are transferred, provided that both of the following conditions are met:\n\n(1)During the 12 months prior to the transfer, the fair market value (FMV) of the shares of the domiciled entity owned by the non-domiciled entity equals 50% or more of the FMV of the shares of the non-domiciled entity. There is a rebuttable presumption that this condition is met if the non-domiciled entity is a resident in a tax haven; and\n\n(2)During any given 12-month period, shares representing 10% or more of the non-domiciled entity’s share capital are transferred.\n\nThe Legislative Decree No. 1424 (published on September 13, 2018) established an additional rule according to which if the \"total amount\" of the domiciled entity’s shares indirectly transferred is equal to or exceeds 40,000 Peruvian Tax Units (approximately US$57 million as of 2025), an indirect transfer of Peruvian shares would always be deemed to be triggered, regardless of whether either of conditions (1) or (2) above is met. This new rule based on the sales price is in force as of January 1, 2019, jointly with the general rule referred above, and, for purposes of verifying compliance with both the requirement to transfer 10% or more of the capital of the non‑domiciled entity and the 40,000 Tax Units threshold, the transfers carried out by related parties must also be taken into account, with the related‑party relationship being determined in accordance with subsection (b) of Article 32‑A of the Income Tax Law.\n\n5 Currently, an analysis is being conducted to determine the potential impact of the new Corporate Income Tax to the Company. Based on the preliminary evaluation of the recently enacted legislation, it is expected that the new tax in Bermuda will not have a material impact on the Company’s consolidated financial statements, subject to further analysis.\n\n236\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nOn April 21, 2020, Supreme Decree No. 085-2020-EF established that, for purposes of determining the FMV of the non-domiciled shares and the Peruvian entities, the following methods must be followed:\n\n•Higher listed value: In the case of shares listed on the Stock Exchange, the market value will be the highest listed value.\n\n•Discounted cash flow (DCF): In the case of shares that are not listed on the Stock Exchange, the market value will be the discounted cash flow value where the entity evidences a predictable horizon of future cash flows or has elements such as licenses, authorizations or intangibles that allow the existence of such cash flows to be anticipated. If the Company has several business units, a projection must be made for each business unit.\n\nThe DCF methodology of the Company will be applied if there is no expectation of debt linked to the economic activity or business unit of the Company; otherwise, the DCF methodology of the shareholder will apply.\n\nFor the development of the projection, the following will be considered:\n\n(1)The cash flow period should be at least 10 years. If the Company has a shorter duration, the balance of the duration will be considered.\n\n(2)If the Company's cash flow is applied, the discount rate is the weighted average cost of capital, which must consider the opportunity cost of capital and the cost of debt. If the shareholder's cash flow is applied, the opportunity cost of capital must be considered as the discount rate, which includes the minimum profitability expected by the shareholder at market value.\n\n(3)Continuity value, when the Company is expected to receive income for an unspecified period of time or the residual value, as applicable.\n\nIn case the domiciled entity directly or indirectly owns shares of another or other domiciled entities and/or non-domiciled entities, the market value of such shares must include the market value of these other companies.\n\nFor the determination of the discounted cash flow value to be credited, the taxpayer must have a technical report containing at least the following information: (i) an executive summary; (ii) an analysis of the sector in which the Company operates; (iii) an analysis of the Company; (iv) valuation; and (v) annexes that accredit the results obtained.\n\n•Equity Participation Value (EPV): If the methods described above are not complied with, the EPV is calculated on the basis of the last audited balance sheet of the issuing Company closed within 90 days prior to the disposal. This is applicable in the case of entities that are under the supervision of the SMV, or entities authorized to perform the same functions in other jurisdictions. If, within 90 days prior to the sale, a reduction in the share capital of the non-resident entity is made, the balance sheet of the non-resident entity will be the one corresponding before the reduction.\n\n•Residual Method: If the previous methods are not applicable, the EPV will be one of the following:\n\n1The EPV shall be the result of dividing the equity value of the entity based on the last balance sheet closed within 90 days prior to the disposal, in accordance with the accounting standards officialized or approved by the competent body of the country, increased by the average monthly active market rate in local currency (TAMN), and by the number of shares issued, provided the following conditions are met:\n\n•The entity's shares are not listed on a stock exchange or in any centralized trading mechanism, and;\n\n•The entity is not under the control and supervision of an entity that is entitled to perform the same functions as the SMV under its country of residence.\n\n2The EPV will be the appraised value established within the six months prior to the date of the transfer.\n\nThe tax rate will apply according to the following table:\n\n237\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nTax rate applicable for direct and indirect transfer of shares qualifying as Peruvian‑source income\n\nNon-domiciled\n\n5%If the transfer of shares is realized through the Lima Stock Exchange by a non-domiciled subject.\n\n30%If the transfer of shares is not realized through the BVL by a non-domiciled subject, even if the shares are listed in the Lima Stock Exchange.\n\nDomiciled\n\n29.50%If the transfer of shares is realized by a domiciled entity\n\n5%If the transfer of shares is realized by a domiciled individual. However, if the shares do not qualify as an indirect transfer, the applicable tax rate will be up to 30%.\n\nIn addition, the following obligations were imposed on domiciled entities that have “economic relationships” (defined below) with non-domiciled sellers:\n\n•Reporting to the SUNAT the direct or indirect transfer of its shares, and;\n\n•To the extent that shares of a domiciled company are being directly or indirectly transferred by a non-domiciled seller, the domiciled company is jointly liable for the income tax that is not paid by the non-domiciled seller when such seller and the Peruvian domiciled company are deemed to be economically related for Peruvian Income Tax purposes for any period of time, within 12 months prior to the transfer. However, the joint income tax liability does not apply when the purchaser or acquirer of the transferred shares is a domiciled individual or entity. This is because they qualify as withholding agents when they pay income arising from the indirect transfer of shares of a domiciled company.\n\nAccording to Supreme Decree No. 275-2013-EF, enacted on November 7, 2013, a domiciled entity is considered to be economically related to a non-domiciled seller, if, in any given time within the 12-month period prior to the transfer, at least one of the following conditions is met:\n\n◦The non-domiciled seller owns more than 10% of the equity of the domiciled entity, directly or through a third party;\n\n◦10% or more of the equity of each of the domiciled entities and the non-domiciled seller is owned by common shareholders;\n\n◦The domiciled entity and the non-domiciled seller have one or more common Directors, managers, or administrators, with authority over financial, operative, and commercial agreements;\n\n◦The domiciled entity and the non-domiciled seller prepare joint consolidated financial statements; or\n\n◦The non-domiciled seller has a dominant influence on the decisions of the administrative areas of the domiciled entity, or vice-versa.\n\n10.3 Chilean Regulation\n\nThe Chilean Statutory Corporate Income Tax rate applicable to resident legal entities is 27% under the semi-integrated regime which is mandatory to big companies or investment companies and, in general, companies that belong to big corporate groups. Dividends distributed by Chilean companies and received by foreign individuals or any type of entity not resident or domiciled in Chile are subject to a 35% dividend withholding tax. This tax applies at the moment of the effective remittance of the dividend and the corporate income tax can be used as a credit. In the case of non-treaty country resident shareholders, the corporate tax credit is limited to 65% of the corporate income tax associated with such dividend (the 65% limit works as an obligation for the shareholder to “reimburse” 35% of the credit). Therefore, in this case, the total tax burden for foreign taxpayers will be 44.45%. Nonetheless, the “65% limit” does not apply to those investors domiciled or resident in a country with which Chile has a Double Taxation Treaty in force, which may use 100% of the corporate tax paid by the Chilean company as credit against the dividend withholding tax (effective rate of 35%).\n\n10.4 Colombian Regulation\n\nThe Colombian general corporate income tax rate of 35% remains unchanged (for 2022 and the following years). In addition, a temporary surtax will be applied to financial institutions whose taxable income equals or exceeds approximately US$1.3 million. Credicorp Capital Colombia, Credicorp Capital Fiduciaria, and Mibanco Colombia, are subject to the surtax rate of 5 percentage points, applicable from 2022 until 2027. Therefore, the combined income tax rate for financial institutions in Colombia is 40% for 2023 onwards. Legislative Decrees No. 1390 and 1474 issued on December 22 and\n\n238\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nDecember 29, 2025, respectively, declared a State of Economic Emergency in Colombia and introduced increases in certain taxes. Specifically, with respect to corporate income tax, the surtax rate applicable to entities in the financial sector was increased from 5% to 15%, resulting in a nominal corporate income tax rate of 50%. However, through Orders (Autos) No. 82 and No. 84 of 2026 issued by the Constitutional Court, Legislative Decrees No. 1390 and No. 1474 were provisionally suspended pending a final decision on the merits by the Court. As a result, corporate income tax is currently being calculated at the 40% rate.\n\nCredicorp Capital Corporación Financiera is also subject to the surtax applicable to financial institutions; however, such surtax has not yet been accrued, as the entity is currently generating a tax loss. Once taxable income is generated and exceeds the threshold of 120,000 UVTs (COP 6,284,880,000 for fiscal year 2026), the surtax will be calculated, and the nominal corporate income tax rate will increase to 40%.\n\nIn addition, since 2023 Colombia has implemented its own version of a minimum domestic tax. Under such minimum domestic tax, the current tax reported in the income tax return (with some adjustments) cannot be less than 15% of the accounting profit (with some adjustments). Deferred tax is not considered for these purposes.\n\nWithout prejudice of the provisions established in tax treaties, distribution of dividends to non-residents will now be subject to a 20% dividend tax (previously 10%). If the corresponding profits were not taxed at the level of the distributing company, the corporate income tax rate would be applied over the dividends (35% general rate; however, for financial institutions, this rate could be 40% from 2023 to 2027), and after that, the 20% dividend tax is applied. Foreign portfolio investments are also subject to the 20% withholding tax. However, in the case of previously untaxed corporate profits, instead of applying the general income tax rate, the recapture tax would be a withholding tax of 25%. Corporate profits earned up to December 31, 2016, are not subject to the 20% withholding tax on dividends, even though the distribution occurs from and after January 1, 2017.\n\nIn the case of dividends distributed to Colombian companies, besides the recapture tax, if applicable, they are subject to the 10% withholding tax rate (previously at 7.5%). In any case, the tax paid by the Colombian company over the dividends can be transferred to its foreign investors, to be used against the 20% dividend tax in the distribution to such foreign investor. Therefore, they are entitled to use it as a tax credit against their own taxes when they receive dividends. The 10% withholding tax may not apply in serval circumstances, including when the dividend distribution is made within a registered group of companies or when there is a registered control situation. Finally, under recent court decisions, the dividend distributions within Colombian companies may be subject to the industry and commerce tax (ICA) at a rate of approximately 1%. There is a discussion on whether the ICA may also be applicable to distributions to non-resident shareholders, which should be evaluated in each case.\n\nAdditionally, Colombian legislation establishes an equity tax that is applicable for Colombian individuals and companies. Regarding individuals, the equity tax shall be applicable for those individuals with a net wealth (i.e. assets minus allowable liabilities) that surpass 72,000 Colombian Tax Units (approximately USD 1,041,410.78 for 2026) as of January 1 of each year. The tax rate is progressive, with the following applicable tax rates:\n\n•0.5% on net wealth that exceeds the 72,000 Tax Units,\n\n•1% on the excess over 122,000 Tax Units (approximately USD 1,765,093.20 for 2026), and\n\n•1.5% on the excess over 239,000 Tax Units (approximately USD 3,457,846.52 for 2026).\n\nMoreover, in 2026 the equity tax shall be applicable to legal entities and companies with a net equity that is equal to or exceeds 200,000 Tax Units (approximately USD 2,893,693.88 for 2026) as of March 1, 2026. The general applicable tax rate is 0.5%, with a special tax rate of 1.6% for the financial sector, which shall be applicable on the gross equity minus liabilities. Please note that this tax applicable to legal entities is temporary only for FY 2026\n\n10.5 Material U.S. Federal Income Tax Consequences\n\nThis section describes certain material U.S. federal income tax consequences of the purchase, ownership and disposition of our common shares held by U.S. Shareholders (as defined below) that hold our common shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the Code), applicable regulations of the U.S. Department of the Treasury promulgated thereunder (the Treasury Regulations), Internal Revenue Service (IRS) rulings and decisions, and judicial decisions thereon and existing interpretations thereof, all as in effect on the date of this Annual Report. These authorities\n\n239\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nmay be subject to different interpretations or changes, possibly with retroactive effect, which may result in U.S. federal income tax consequences different from those summarized below.\n\nWe have not sought any ruling from the IRS in respect of the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions, or that the IRS will not challenge any of the positions taken by us and that such challenge, if any, will not be sustained. A different treatment from that described below could adversely affect the tax consequences of the ownership and disposition of our common shares as set forth in this summary.\n\nThis summary does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of such holder’s circumstances. In particular, this summary does not address all of the tax consequences that may apply to members of a special class of holders subject to special rules, including:\n\n(1)dealers in securities or currencies;\n\n(2)persons subject to special tax accounting rules under Section 451(b) of the Code;\n\n(3)regulated investment companies;\n\n(4)real estate investment companies;\n\n(5)traders in securities that elect to use a mark-to-market method of accounting for securities holdings;\n\n(6)tax-exempt organizations;\n\n(7)banks, insurance companies, or any other financial institution;\n\n(8)persons that actually or constructively own 10% or more, by vote or value, of our common shares;\n\n(9)persons subject to alternative minimum tax;\n\n(10)persons that hold our common shares as part of a straddle or a hedging, conversion, or other integrated transaction for U.S. federal income tax purposes;\n\n(11)persons that purchase or sell common shares as part of a wash sale for U.S. federal income tax purposes;\n\n(12)partnerships or other pass-through entities (including grantor trusts) and investors therein; or\n\n(13)persons whose functional currency is not the US Dollar.\n\nIf a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of common shares, the U.S. federal income tax treatment of a partner in that partnership generally will depend on the status of the partner and the activities of the partnership. Partners of a partnership holding common shares should consult with their own tax advisors regarding the U.S. federal income tax consequences to them.\n\nThe One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, introduced, among other things, significant changes to the U.S. federal income tax rules applicable to individuals, including the permanent extension of the reduced individual tax rates enacted under the Tax Cuts and Jobs Act of 2017, increases to the standard deduction beginning in 2025 and temporary increases to the cap on the U.S. federal tax deductibility of state and local taxes. The tax law changes introduced by the OBBBA may affect the overall U.S. federal income tax liability of U.S. Shareholders. U.S. Shareholders should consult their own tax advisors regarding the effect of the tax law changes introduced by the OBBBA on their particular tax circumstances.\n\nProspective investors of our common shares should consult with their own tax advisors regarding the U.S. federal, state, local and non-U.S. and other tax consequences of owning and disposing of the common shares in their particular circumstances.\n\nThis summary applies to U.S. Shareholders. As used in this section 10.5, a \"U.S. Shareholder\" means a beneficial owner of our common shares who or that is, for U.S. federal income tax purposes, any of the following:\n\n•an individual who is a citizen or resident of the United States,\n\n•a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia,\n\n•an estate whose income is subject to U.S. federal income tax regardless of its source, or\n\n•a trust if a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons (as defined in the Code and Treasury Regulations) are authorized to control all substantial decisions of the trust.\n\n240\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nTaxation of Dividends\n\nSubject to the discussion of the “passive foreign investment company” rules below, the gross amount of any distributions of cash or property with respect to our common shares generally will be treated as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated first as a return of capital that is applied against and reduces the U.S. Shareholder's adjusted tax basis in the common shares, but not below zero, and thereafter as capital gain realized on the sale or other disposition of the common shares. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Shareholders as dividends. The amount of any distribution paid in a foreign currency will be equal to the U.S. Dollar value of such currency, translated at the spot rate of exchange on the date such distribution is received, regardless of whether the payment is in fact converted into U.S. Dollars at that time.\n\nAny dividends that a U.S. Shareholder receives will be includable in such holder’s gross income as ordinary income on the day such holder actually or constructively receives them. Such dividends will not be eligible for the dividends-received deduction generally allowed to certain corporate U.S. Shareholders. Dividends paid by us generally will be non-U.S. source income for purposes of the U.S. “foreign tax credit” rules. The rules governing U.S. foreign tax credits are complex and involve the application of rules that depend on the particular circumstances of each U.S. Shareholder. Therefore, each U.S. Shareholder should consult with his, her or its own tax advisor with respect to the availability of U.S. foreign tax credits in such U.S. Shareholder’s particular circumstances. Please note that, in January 2022, the U.S. Department of the Treasury published new Treasury Regulations that significantly modified the requirements that a foreign tax must satisfy to be claimed as a credit. It is important to note, however, that most of the requirements provided by such Treasury Regulations have been temporarily suspended. Each U.S. Shareholder is encouraged to reevaluate with his, her or its own tax advisors whether foreign income taxes would be creditable for U.S. federal income tax purposes in light of the recent changes.\n\nSubject to certain limitations, including certain limitations based on taxable income and filing status, and subject to certain minimum holding period requirements, dividends paid to non-corporate U.S. Shareholders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes. A qualified foreign corporation includes a non-U.S. corporation if (1) its stock is readily tradable on an established securities market in the United States or (2) it is eligible for the benefits of a comprehensive income tax treaty with the United States that meets certain requirements. However, a corporation is not a qualified foreign corporation if it is a “passive foreign investment company” (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year. The common shares are traded on the NYSE, which is an established securities market in the United States. However, the United States does not have a comprehensive income tax treaty with either Bermuda or Peru. Each U.S. Shareholder should consult with his, her or its own tax advisor regarding the treatment of dividends and such holder’s eligibility for a reduced rate of taxation on dividends.\n\nTaxation of Capital Gains\n\nSubject to the discussion of the “passive foreign investment company\" rules below, a U.S. Shareholder generally will recognize gain or loss on the sale or exchange of common shares equal to the difference between the amount realized on the sale or exchange and the U.S. Shareholder’s adjusted tax basis in the common shares. Any gain or loss will be classified as a capital gain or loss, and it will be treated as a long-term capital gain or loss if the common shares were held for more than one year. Gain or loss, if any, recognized by a U.S. Shareholder generally will be treated as U.S.-source gain or loss for purposes of calculating the U.S. foreign tax credit limitation. Therefore, U.S. Shareholders may not be able to use any U.S. foreign tax credit arising from Peruvian tax imposed on the sale or exchange of common shares, unless the credit can be applied (subject to applicable limitations) against tax due on other non-U.S. source income. A U.S. Shareholder’s adjusted tax basis in its common shares generally is equal to its purchase price for such shares, adjusted according to U.S. federal income tax principles. Any long-term capital gain recognized by non-corporate U.S. Shareholders generally will be subject to tax at reduced rates. The deductibility of capital losses is subject to limitations. Each U.S. Shareholder should consult with his, her or its own tax advisor regarding the taxation of capital gains and deductibility of capital losses in light of their particular facts and circumstances.\n\n241\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nPassive Foreign Investment Company (PFIC)\n\nA non-U.S. corporation will be classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes if either:\n\n•75% or more of its gross income for the taxable year is passive income; or\n\n•on a quarterly average for the taxable year by value (or by adjusted basis, if it is not a publicly traded corporation and it is a so-called controlled foreign corporation (as the definition of that term is modified under the PFIC rules) or it so elects), 50% or more of its assets produce or are held for the production of passive income.\n\nFor the purposes of this test, such non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock.\n\nWe have not determined whether we have previously been a PFIC for any year, or whether we are currently, or will be a PFIC in future years. Furthermore, because this determination is made on an annual basis, no assurance can be given that we will not be classified as a PFIC in future taxable years. If we are classified as a PFIC for U.S. federal income tax purposes, a U.S. Shareholder that does not make an election to treat us as a “qualified electing fund” and did not make a “mark-to-market” election, each as described below, will be subject to the following U.S. federal income tax consequences:\n\n1.“Excess distributions” we make to a U.S. Shareholder will be taxed in a special way. “Excess distributions” are amounts received by a U.S. Shareholder with respect to our common shares in any taxable year that exceed 125% of the average distributions received by the U.S. Shareholder from us in the shorter of either of the three previous years or the U.S. Shareholder’s holding period for such common shares before the current taxable year. Excess distributions must be allocated ratably to each day that a U.S. Shareholder has held our common shares. A U.S. Shareholder must include amounts allocated to the current taxable year and to any non-PFIC years in his or her gross income as ordinary income for that year. A U.S. Shareholder must pay U.S. federal income tax on amounts allocated to each prior taxable PFIC year at the highest marginal tax rate in effect for that year on ordinary income and the tax is subject to an interest charge at the rate applicable to deficiencies for U.S. federal income tax.\n\n2.The entire amount of gain that is realized by a U.S. Shareholder upon the sale or other disposition of our common shares will also be considered an excess distribution and will be subject to U.S. federal income tax as described above.\n\n3.A U.S. Shareholder’s adjusted tax basis in shares that were acquired from a U.S. decedent would not receive a step-up to fair market value (FMV) as of the date of the decedent’s death but instead would be equal to the decedent’s adjusted tax basis, if lower than such value.\n\nThe special PFIC rules do not apply to a U.S. Shareholder if the U.S. Shareholder makes an election to treat us as a “qualified electing fund” in the first taxable year in which the U.S. Shareholder owns our common shares and if we comply with certain reporting requirements. Instead, a shareholder of a qualified electing fund is required for each taxable year to include in income a pro rata share of the ordinary earnings of the qualified electing fund as ordinary income and a pro rata share of the net capital gain of the qualified electing fund as long-term capital gain, subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. The election generally is made on a shareholder-by-shareholder basis and may be revoked only with the consent of the IRS. A U.S. Shareholder makes the election by attaching a completed IRS Form 8621, which includes the PFIC annual information statement, to a timely filed U.S. federal income tax return. Even if an election is not made, a U.S. Shareholder generally must file a completed IRS Form 8621 in each year that we are a PFIC. U.S. Shareholders should be aware that, for each taxable year, if any, that we are a PFIC, we can provide no assurances that we will satisfy the record keeping requirements of a PFIC, or that we will make available to U.S. Shareholders the information such U.S. Shareholders require to make a “qualified electing fund” election with respect to us.\n\nA U.S. Shareholder who owns PFIC shares that are publicly traded could elect to mark the shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the FMV of the PFIC shares and the U.S. Shareholder’s adjusted tax basis in the PFIC shares. If such a mark-to-market election is made, then the rules set forth above would not apply for periods covered by the election. Assuming that we are trading on the NYSE, our common shares are expected to be treated as publicly traded for purposes of the mark-to-market election and, therefore, such election should be able to be made if we are classified as a PFIC. A mark-to-\n\n242\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nmarket election is, however, subject to complex and specific rules and requirements, and U.S. Shareholders are strongly urged to consult with their tax advisors concerning this election if we are classified as a PFIC.\n\nU.S. Shareholders are urged to consult with their tax advisors regarding the adverse tax consequences of owning our common shares if we are, or become, a PFIC, and the possibility of making certain elections designed to lessen those adverse consequences.\n\nMedicare Tax on Net Investment Income\n\nA U.S. Shareholder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% net investment income tax (NIIT or the Medicare tax) on the lesser of (i) such holder’s \"net investment income\" (or \"undistributed net investment income\" in the case of an estate or trust) for the relevant taxable year and (ii) the excess of such holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual's circumstances and tax filing status). A U.S. Shareholder’s net investment income generally includes its dividend income and its net capital gains from the disposition of our common shares unless such dividends or net capital gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. Shareholder that is an individual, estate or trust is urged to consult with his, her or its own tax advisor regarding the applicability of the Medicare tax in respect of its investment in our common shares.\n\nInformation with Respect to Foreign Financial Assets\n\nCertain U.S. Shareholders of “specified foreign financial assets” with an aggregate value in excess of $50,000 on the last day of the taxable year, or in excess of $75,000 at any point during the taxable year, generally are required to file information reports with respect to such assets with their U.S. federal income tax returns. Depending on your circumstances, higher threshold amounts may apply. The term “specified foreign financial assets” includes any financial accounts maintained by non-U.S. financial institutions, as well as any of the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by a non-U.S. entity and not held in an account maintained by a financial institution, (ii) financial instruments and contracts that have non-U.S. issuers or counterparties, and (iii) interests in non-U.S. entities. Our common shares may be treated as specified foreign financial assets. Therefore, the holders of our shares may be subject to this information reporting regime. Failure to file information reports may subject holders to penalties. The holders of our shares should consult with their own tax advisors regarding their obligation to file information reports with respect to the common shares.\n\nBackup Withholding and Information Reporting\n\nDividends paid, if any, on our common shares to a U.S. Shareholder may be subject to information reporting and may also be subject to U.S. backup withholding tax (currently at a rate of 24%), unless a U.S. Shareholder either furnishes its taxpayer identification number or otherwise establishes an exemption. In addition, information reporting generally will apply to payments of proceeds from the sale, exchange, redemption or other disposition of our common shares by a paying agent, including a broker, within the United States to a U.S. Shareholder. A paying agent within the United States will be required to impose backup withholding on any payments of the proceeds from the sale, exchange, redemption or other disposition of the common shares within the United States to a U.S. Shareholder, provided such U.S. Shareholder fails to furnish his, her or its correct taxpayer identification number or otherwise fails to establish an exemption or comply with such backup withholding requirements. Backup withholding is not an additional tax and may be refunded (or credited against the U.S. Shareholder’s U.S. federal income tax liability, if any), provided certain required information is furnished to the IRS. The information reporting requirements may apply regardless of whether withholding is required.\n\nForeign Account Tax Compliance Act (FATCA)\n\nSections 1471 through 1474 of the Code (commonly known as the Foreign Account Tax Compliance Act, or FATCA) generally impose a 30% U.S. federal withholding tax on certain payments to certain non-U.S. financial institutions that fail to comply with certain information reporting, account identification, withholding, certification, and other FATCA-related requirements in respect of their direct and indirect U.S. shareholders and/or U.S. accountholders, under certain circumstances. To avoid becoming subject to FATCA withholding, we may be required to report information to the Bermuda government or the IRS regarding our U.S. Shareholders. Each U.S. Shareholder should consult with his, her or its own tax advisor to obtain a more detailed explanation of FATCA and to learn how FATCA might affect that U.S. Shareholder in his, her or its particular circumstances.\n\n243\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\n10.6.Double tax treaties\n\nAs of December 2025, Peru has tax treaties with the following jurisdictions: Brazil, Canada, Chile, Japan, Mexico, Portugal, South Korea, Switzerland, and the member countries of the Andean Pact (Bolivia, Colombia, and Ecuador). In addition, the treaty with the United Kingdom will apply as of April 2026 with regards to UK source income (earned by Peruvian entities or individuals), and as of January 2027 regarding Peruvian source income (earned by UK entities or individuals).\n\nAs of January 2026, the Multilateral Instrument (MLI) is applicable in Peru, incorporating anti‑abuse measures and minimum international standards into certain tax treaties without the need for individual renegotiation. These measures apply to Peru’s tax treaties with Canada, Chile, South Korea, Mexico, and Portugal, but do not apply to Peru’s other tax treaties.\n\nPeru does not have a tax treaty with Bermuda, and the United States does not have a comprehensive income tax treaty with Bermuda or Peru.\n\n10.FDividends and Paying Agents\n\nNot applicable.\n\n10.GStatement by Experts\n\nNot applicable.\n\n10.HDocuments on Display\n\nAs a foreign private issuer, we are subject to the information reporting requirements of the Exchange Act. As such we must file or furnish reports and other information to the SEC, which typically may be inspected at the public reference facilities of the SEC, at 100 F Street, N.E., Washington, D.C. 20549. The public reference room is open to the public on Wednesdays, from 10 a.m. to 3:30 p.m. Members of the public who have questions about the information available from the public reference room should contact the Commission’s Office of FOIA Services by email at oiapa@sec.gov, or by telephone at 202-551-7900.\n\nIn addition, the SEC maintains a website at which the documents concerning the Group that have been filed or furnished electronically may be inspected. These documents can be obtained in electronic form at http://www.sec.gov, as well as from certain commercial document retrieval services. Neither information contained on the SEC’s website nor information gathered from commercial document retrieval services forms part of this Form 20-F. Any other Credicorp policies mentioned in this Form 20-F can be accessed on our Investor Relations website at https://credicorp.gcs-web.com/.\n\n10.ISubsidiary Information\n\nNot applicable."}