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LISTING PARTICULARS

US$500,000,000

FONDO MIVIVIENDA S.A.

3.50% Notes due 2023 _________________________________

We have issued and delivered US$500,000,000 aggregate principal amount of our 3.50% notes due 2023 pursuant to an offering memorandum dated January 24th, 2013. The notes will mature on January 31, 2023. The notes will accrue interest at a rate of 3.50% per year. We will pay interest on the notes semi-annually in arrears on January 31, and July 31 of each year, commencing on July 31, 2013.

The notes are our senior unsecured obligations and will rank at all times equal with all our other future unsecured and unsubordinated indebtedness (other than obligations preferred by statute or by operation of law). See “Regulatory—Intervention by the SBS and Liquidation.”

We will be required to offer to repurchase all outstanding notes at a purchase price equal to 101% of their principal amount plus accrued interest, if the Peruvian state, our controlling shareholder, ceases to own more than 50% of our voting stock.

We may redeem the notes, in whole but not in part, by paying the greater of 100% of the outstanding principal amount and a “make-whole” amount, in each case plus accrued and unpaid interest. In addition, we may redeem the notes, in whole but not in part, at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and any additional amounts, in the event of certain changes in tax laws. See “Summary—The Offering” and “Description of the Notes.”

We have applied to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market.

Investing in the notes involves risks. See “Risk Factors” beginning on page 15 for a discussion of certain risks that you should consider in connection with an investment in the notes.

Offering price: 99.15% plus accrued interest, if any, from January 31, 2013.

We have not registered the notes under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws. We have offered the notes solely (1) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (2) to persons outside the United States in compliance with Regulation S under the Securities Act. See “Transfer Restrictions.”

We have registered the notes with the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores, or “SMV”). Under CONASEV Resolution No. 079-2008-EF/94.01.1 this offering will be considered a public offering directed solely to “institutional investors,” as such term is defined in the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10.1, as amended. In addition, we have registered the notes with the Foreign Investment and Derivative Instruments Registry (Registro de Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo Extranjeros) of the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones, or “SBS”) so that Peruvian private pension funds may invest in the notes, as required by Peruvian law. The notes may not be offered or sold in the Republic of Peru or in any other jurisdiction except in compliance with the securities laws thereof.

We expect that delivery of the notes will be made to investors in book entry form through the facilities of The Depository Trust Company (“DTC”) on or about January 31, 2013.

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Joint Bookrunners

BofA Merrill Lynch Citigroup Peruvian Placement Agent

Citicorp Perú S.A. Sociedad Agente de Bolsa

The date of these listing particulars is August 8, 2013

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TABLE OF CONTENTS

Page

Forward-Looking Statements ....................................................................................................................................... iv 

Enforceability of Civil Liabilities ................................................................................................................................. vi 

Presentation of Financial and Certain Other Information ............................................................................................ vii 

Summary........................................................................................................................................................................ 1 

The Offering ................................................................................................................................................................ 10 

Summary Financial Information .................................................................................................................................. 13 

Risk Factors ................................................................................................................................................................. 13 

Use of Proceeds ........................................................................................................................................................... 25 

Exchange Rate Information ......................................................................................................................................... 26 

Capitalization ............................................................................................................................................................... 27 

Selected Financial Information .................................................................................................................................... 28 

Selected Statistical Information ................................................................................................................................... 30 

Management’s Discussion and Analysis of Financial Condition and Results of Operations ...................................... 45 

Business ....................................................................................................................................................................... 77 

Regulatory ................................................................................................................................................................... 93 

Management .............................................................................................................................................................. 102 

Sole Shareholder ........................................................................................................................................................ 105 

Related-Party Transactions ........................................................................................................................................ 106 

Description of the Notes ............................................................................................................................................ 107 

Taxation ..................................................................................................................................................................... 125 

Plan of Distribution ................................................................................................................................................... 129 

Transfer Restrictions .................................................................................................................................................. 133 

Legal Matters ............................................................................................................................................................. 135 

Independent Auditors ................................................................................................................................................ 135 

Listing and General Information ............................................................................................................................... 136 

Annex A – Principal Differences Among SBS GAAP, US GAAP and IFRS (as adopted by the IASB) .................. A-1 

Index to Financial Statements .................................................................................................................................... F-1 

You should assume that the information appearing in these listing particulars is accurate as of the date on the front cover of these listing particulars only. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of these listing particulars nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of these listing particulars.

These listing particulars constitute a prospectus for the purposes of the Luxembourg Act dated July 10, 2005 on prospectuses for securities, as amended.

These listing particulars are intended solely for the purpose of soliciting indications of interest in the notes from qualified investors do not purport to summarize all of the terms, conditions, covenants and other provisions relating to the terms of the notes contained in the indenture which was entered into in connection with the issuance of the notes as described herein and other transaction documents described herein. The market information in these listing particulars has been obtained by us from publicly available sources deemed by us to be reliable. We accept responsibility for correctly extracting and reproducing such information. Notwithstanding any investigation that the initial purchasers may have conducted with respect to the information contained in these listing particulars, the

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initial purchasers accept no liability in relation to the information contained in these listing particulars or their distribution or with regard to any other information supplied by us or on our behalf.

These listing particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the notes or possess or distribute these listing particulars and must obtain any consent, approval or permission required for your purchase, offer or sale of the notes under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither us nor any of the initial purchasers will have any responsibility therefor.

The notes described in these listing particulars are subject to restrictions on transferability and resale, and may not be transferred or resold in the United States except as permitted under the Securities Act and applicable U.S. state securities laws pursuant to registration under, or exemption from, such laws. By purchasing the notes, you will be deemed to have made certain acknowledgments, representations, restrictions and agreements as set forth under “Transfer Restrictions.”

You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. In making an investment decision, prospective investors must rely on their examination of us and the terms of this offering, including the merits and risks involved. These notes have not been approved or recommended by any United States federal or state securities commission or any other United States, Peruvian or other regulatory authority. Furthermore, the foregoing authorities have not passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense in the United States.

Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with applicable securities laws, prospective investors (and each of their employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal income tax treatment of the offering.

Neither we, the initial purchasers nor any of our or their respective affiliates or representatives are making any representation to any offeree or purchaser of the notes offered hereby regarding the legality of any investment by such offeree or purchaser under any applicable law. Each prospective investor should consult with its own advisors as to legal, tax, business, financial and related aspects of a purchase of the notes.

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NOTICE TO RESIDENTS OF NEW HAMPSHIRE

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

_________________________________

NOTICE TO RESIDENTS OF PERU

IN PERU THIS OFFERING WILL BE CONSIDERED A PUBLIC OFFERING DIRECTED SOLELY TO “INSTITUTIONAL INVESTORS” (AS SUCH TERM IS DEFINED IN THE SEVENTH FINAL DISPOSITION OF CONASEV RESOLUTION NO. 141-98-EF/94.10, AS AMENDED).

THE NOTES AND THE RELEVANT OFFERING MEMORANDUM HAVE BEEN REGISTERED WITH THE SMV IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN CONASEV RESOLUTION NO. 079-2008-EF/94.01.1 AND SMV RESOLUTION NO. 004-2011- EF/94.01.1, APPLICABLE TO U.S. OFFERINGS IN RELIANCE OF RULE 144A UNDER THE SECURITIES ACT WITH A PERUVIAN COMPONENT.

THE NOTES OFFERED HEREBY ARE SUBJECT TO TRANSFER AND RESALE RESTRICTIONS AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER CONASEV RESOLUTION NO. 079-2008-EF/94.01.1, AS AMENDED.

THE NOTES HAVE BEEN REGISTERED IN THE FOREIGN INVESTMENT AND DERIVATIVE INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE OPERACIONES DE COBERTURA DE RIESGO EXTRANJEROS) OF THE SBS SO THAT PERUVIAN PRIVATE PENSION FUNDS MAY INVEST IN THE NOTES, AS REQUIRED BY PERUVIAN LAW.

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AVAILABLE INFORMATION

For so long as any notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will, during any period in which we are neither subject to Section 13 or Section 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, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser or subscriber of such restricted securities designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser or subscriber, the information required to be delivered to such persons pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

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FORWARD-LOOKING STATEMENTS

These listing particulars contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements appear throughout these listing particulars, principally in “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Such estimates and forward-looking statements are primarily based on current expectations and projections about future events and financial trends that affect, or may affect, our business, financial condition, results of operations and prospects.

There are many significant risks, uncertainties and assumptions that might cause our business, financial condition, results of operations and prospects to differ materially from those set out in our estimates and forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our officers’ intent, belief or current expectations with respect to, among other things, the use of proceeds of the offering, our financing plans, trends affecting our business, and future plans and strategies. These statements reflect our views with respect to such matters and are subject to risks, uncertainties and assumptions, including, among other factors:

general economic, political and business conditions in Peru;

fluctuations in the value of the nuevo sol compared to other currencies, particularly the US dollar;

increase in the levels of inflation in Peru;

implementation by the Peruvian government of restrictive exchange rate policies;

adverse effects on the Peruvian economy and the Peruvian banking sector of economic developments in regional or global markets;

a determination by the Peruvian government to not continue supporting our operations by, among other means, capitalizing dividends, or the Peruvian government’s failure to provide us necessary support or its decision to focus on other social development initiatives that do not involve mortgage financing;

credit and other risks of lending, investing and conducting our activities, including increases in defaults by borrowers and other loan delinquencies and increases in the provision for loan losses;

market volatility generated by distortions in the international financial markets that may affect the Peruvian capital markets;

failure of financial institutions and stability of the Peruvian financial system as a result of the lack of public confidence in Peruvian banking and financial institutions;

diversion of our resources away from our more profitable areas of our lending and investing business to less profitable areas and decrease in our source of funding as a result of changes in the Peruvian government’s economic and social development objectives;

change of economic policy by the current or future presidential administration;

implementation of our business and our expansion strategies and investment plans to face our recent rapid growth and the operational challenges such rapid growth poses;

changes in applicable laws and governmental regulations, particularly the Peruvian Central Reserve Bank (Banco Central de Reserva del Perú, or the “Peruvian Central Bank”) and SBS rules, related to us and our lending and other activities, and tax matters;

limitations that would arise from an intervention in our operations by the SBS to prevent, control or reduce the effects of a failure;

high turnover in our executive management team;

our inability to retain certain personnel and to hire additional or to replace key personnel; and

other risk factors as set forth under “Risk Factors.”

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The words “believe,” “could,” “may,” “estimate,” “continue,” “potential,” “anticipate,” “intend,” “expect,” “will,” “should” and “plan,” among others, are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they were made and neither we nor the initial purchasers undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in these listing particulars might not occur. Any such forward-looking statements are not guarantees of future performance. As a result, prospective investors should not make an investment decision based on the forward-looking statements contained in these listing particulars.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation (sociedad anónima) organized under the laws of Peru. All of our directors, officers, controlling persons and the experts named herein reside outside the United States, and all of our and their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons, including with respect to matters arising under the federal securities laws of the United States, or to enforce against such persons or against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.

We have been advised by Estudio Echecopar, our Peruvian counsel, 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 the obligations assumed under the Indenture would, upon request, be deemed valid and enforceable in Peru through an exequatur judiciary proceeding (which does not involve the reopening of the case), provided that: (a) there is in effect a treaty between the country where such 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 ratified by a Peruvian court (Corte de la República del Perú), provided that the following conditions and requirements have been met: (i) the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (and the matters contemplated by the Indenture are not matters under the exclusive jurisdiction of Peruvian courts); (ii) the relevant foreign court had jurisdiction under its own conflicts of law rules and under general principles of international procedural jurisdiction; (iii) the defendant was served in accordance with the laws of the place where such proceeding took place, was granted a reasonable opportunity to appear before such foreign court and was guaranteed due process rights; (iv) the judgment has the status of res judicata in the jurisdiction of the court rendering such judgment; (v) there is no pending litigation in Peru between the same parties for the same dispute, which shall have been initiated before the commencement of the proceeding that concluded with the foreign judgment; (vi) the foreign 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 foreign judgment is not contrary to public policy (orden público) or good morals; (viii) it is not proven that the court that rendered the foreign judgment has denied enforcement of Peruvian judgments or has engaged in a review of the merits thereof; (ix) such judgment has been (a) duly apostilled by the competent authority of the jurisdiction of the issuing court, in case of jurisdictions that are parties to the Hague Apostille Convention, or (b) certified by Peruvian consular authorities, in case of jurisdictions that are not parties to the Hague Apostille Convention, and is accompanied by a certified and officially translated copy of such judgment into Spanish and (x) the applicable court taxes or filing fees have been paid.

We have no reason to believe that any of our obligations relating to the notes would be contrary to Peruvian public policy (orden público), good morals and international treaties binding upon Peru or generally accepted principles of international law. No treaty exists between the United States and Peru for the reciprocal enforcement of foreign judgments. Peruvian courts, however, have enforced judgments rendered in the United States based on legal principles of reciprocity and comity.

We reserve the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against us under United States federal securities laws or any state securities laws. Accordingly, you may not be able to obtain a judgment in a U.S. court against us under such laws unless the U.S. court determines that we are not entitled to sovereign immunity with respect to that action.

In connection with the issuance of the notes, we have designated CT Corporation System as our agent upon whom process may be served in connection with any proceeding in the State of New York.

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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

General

In these listing particulars, except where indicated or the context otherwise requires, the terms “FMV,” “Issuer,” “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Fondo MIVIVIENDA S.A., a state-owned company established under the laws of Peru.

We prepare our financial statements in nuevos soles and in conformity with accounting principles prescribed by the SBS for us (which includes accounting principles of general application to Peruvian financial entities and specific accounting rules promulgated by the SBS specifically for us) (“SBS GAAP”). The SBS GAAP accounting principles that apply to us differ in several significant respects from generally accepted accounting principles in the United States (“US GAAP”) and from International Financial Reporting Standards (“IFRS”) as promulgated by the International Accounting Standards Board (“IASB”). In the case of companies such as ours, rules under SBS GAAP are generally enacted by the SBS; in the absence of rules promulgated by the SBS, we must comply with IFRS adopted in Peru through resolutions promulgated by the Peruvian National Accounting Standards Board (Consejo Normativo de Contabilidad, or “CNC”).

Our audited financial statements included in these listing particulars present our financial position as of December 31, 2012, 2011 and 2010 and our results of operations for each of the years then ended. Our financial statements have been audited by Medina, Zaldívar, Paredes & Asociados, a member firm of Ernst & Young Global (“Ernst & Young”), as set forth in their report included in these listing particulars.

Unless otherwise specified or the context otherwise requires, references in these listing particulars to “S/.” and “nuevos soles” are to Peruvian nuevos soles, the official currency of Peru, and references to “US$” and “US dollars” are to United States dollars.

These listing particulars contain certain figures that have been converted from nuevos soles into US dollars at specified rates solely for the convenience of the reader. Unless otherwise indicated, US dollar amounts as of and for the year ended December 31, 2011 and US dollars amounts as of and for the year ended December 31, 2012 have been converted from nuevos soles at an exchange rate of S/. 2.55 per US dollar, as published by the SBS on December 31, 2012. The exchange rate conversions contained in these listing particulars should not be construed as representations that the nuevo sol amounts actually represent such US dollar amounts, or were converted or could be converted into US dollars at the rate indicated. For a complete description of the exchange rates between the nuevo sol and the US dollar, see “Exchange Rate Information.”

Average balances

Average balance information for the full fiscal years has been calculated as the sum of month-end balances of the applicable year and the last month-end balance of the immediately preceding year divided by thirteen.

Risk classification

As described in further detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” accounting for our loan portfolio has been determined by the SBS and derives from the fact that we do not directly fund our mortgage loans of the final borrower, in compliance with and as provided under SBS GAAP, as it applies to us. We make lines of credit available through a trust structure with COFIDE (Corporación Financiera de Desarrollo), a financial institution controlled by the Peruvian state, to intermediary financial institutions that place our loans. These lines of credit are required to be used in originating mortgage loans to the final borrowers. As a result of this structure, our exposure to the credit risk of the final borrower is reduced by the participation of the intermediary financial institutions and our risk classifications are based on the credit risk category of the intermediary financial institution as well as a portion of the risk classification of the final borrower, depending on the type of product, in order to compute our provision for the related credit risk. This methodology is designed to allow us to provision for the risk of default to which we may actually be exposed. See “Summary” and “Business” for a description of our coverages by type of product.

All of our loans are eligible for credit risk coverage (CRC) pursuant to which, upon default by the final borrower, we generally assume one-third of the risk of loss of the principal due on the loan or of the defaulted amount, whichever is lower (except in the case of Crédito Complementario Techo Propio, where we initially assume 100% of the associated credit risk). Our accounts receivable are segregated into two risk categories: “with CRC” and “without CRC.” Eligible loans must have duly registered mortgages in favor of the intermediary financial

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institution, are recorded as “with CRC,” and have a risk classification based on the risk category of the underlying borrower, as a required by SBS regulations. Loans that do not have a registered mortgage are recorded as “without CRC” and the corresponding provision is based on the risk classification of the intermediary financial institution.

The COFIDE trust

Amounts due by final borrowers are paid to us by the financial intermediary through COFIDE, regardless of whether they have received payment on the underlying loan. We therefore account for our outstanding loans as “Accounts receivable (Trust Agreement – COFIDE),” which corresponds to due from banks rather than to the direct loan balances of the final borrowers. In addition, since most of our loan products provide that the intermediary financial institution with the direct relationship to the final borrower retains most of the risk of loan default with the remaining risk of loss assumed by us, we considered this condition when provisioning loan losses in accordance with SBS rules, under the line item “Allowance for doubtful accounts” in our financial statements.

Good payer award and good payer bonus

Borrowers under our Nuevo Crédito MIVIVIENDA loans are eligible to have up to S/.12,500 of their loan balances forgiven if they have timely paid (taking into account grace periods) the previous six monthly installments due on their loans through our good payer program (programa del buen pagador). We refer to this benefit as the good payer award (premio al buen pagador). At loan origination, we book the entire balance of the loan outstanding as an account receivable (Trust Agreement – COFIDE). We group monthly payments into six month segments and if the borrower timely pays each monthly payment in the segment, they earn the award for that segment and we forgive one installment of the loan and recognize a net loss for the corresponding amount. On eligible Nuevo Crédito MIVIVIENDA loans, the MVCS may assume up to S/.10,000 of the cost of the award pursuant to a complementary benefit that we call the good payer bonus program (bono al buen pagador). In those instances, we assume the remaining S/.2,500 of the good payer award. The full amount we receive from the MVCS to cover the good payer bonus is recorded as a liability under the “Good Payer Bonus (principal) received from the MVCS.” When a portion of a loan becomes eligible for the good payer bonus, we identify the borrower to the MVCS and reclassify the bonus portion as “Good Payer Bonus – Assigned.” The MVCS may, but is not required, to make contributions to us to defray the costs of the good payer program from proceeds it receives from the state. Our final borrowers are only eligible for this program once.

The CRC-PBP trusts

In June 2007, we established two CRC-PBP trusts, one in US dollars and one in nuevos soles. These trusts were designed to comply with our obligations to make payments related to credit risk coverage (CRC) and the good payer award due on our portfolio of loans that were discontinued as of May 2006, principally Crédito MIVIVIENDA Tradicional. The loans originated under our legacy products were originated both in US dollars and nuevos soles by the participating financial institutions directly with their own funds. Our goal was to promote loan originations to our target market by making CRC coverage available and providing good payer award payments. Approximately 5,400 loans were funded under these legacy products and covered by the CRC-PBP trusts. We funded the trusts directly in amounts required to cover all our obligations to make CRC coverage and good payer award payments on our legacy portfolio.

With respect to the CRC-PBP trusts, upon disbursement of the loan proceeds, we record an entry in “Accounts Receivable – Trusts” and recognize interest generated by the trust on an accrual basis in “financial income,” based on the preferential interest rates agreed with the intermediary financial institution that placed the loan. We record the corresponding assets (due from banks, investments and accrued yields) and liabilities related to these trusts as a net balance in “Other accounts receivable, net,” as required by SBS GAAP, as we act as both trustee and beneficiary in both cases. Resulting surpluses and deficits of the trusts are recorded in “financial income” as “attribution of income from trust” on our statements of income.

Rounding

Certain figures included in these listing particulars and in our financial statements have been rounded for ease of presentation. Percentage figures included in these listing particulars have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in these listing particulars may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in these listing particulars may not sum due to rounding.

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Economic data

In these listing particulars, all macroeconomic data relating to Peru is based on information published by the SBS, the Peruvian Central Bank, the Peruvian Ministry of Economy and Finance (Ministerio de Economía y Finanzas, or “MEF”), the Peruvian Ministry of Housing, Construction and Sanitation (Ministerio de Vivienda, Construcción y Saneamiento, or “MVCS”), and the Peruvian National Institute of Statistics and Information Processing (Instituto Nacional de Estadística e Informática, or “INEI”).

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SUMMARY

This summary highlights information contained elsewhere in these listing particulars. It does not contain all of the information that an investor should consider before making a decision to invest in the notes. For further information on our business and this offering, this summary must be read together with the detailed information included in the other sections of these listing particulars, in particular the information included in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and the financial statements included in these listing particulars.

Overview

We are a for-profit entity that is wholly-owned by the Peruvian state, established with the principal goal of providing access to mortgage financing for lower- and middle-income working families and individuals who are most likely to be part of the population most affected by the quantitative and qualitative housing deficit in Peru. This is consistent with section 3 of our bylaws, which establish that our corporate purpose is to promote and finance the acquisition, upgrading and construction of housing units, especially those serving a public interest and to participate in the primary and secondary markets for mortgage based loans. We do not a have definite lifespan. We are key to the state’s economic and social development policies, especially as the country seeks to continue addressing an estimated deficit of 1.9 million housing units as of February 2012, according to reports published by the MVCS. One of our key goals is to continue to provide innovative mortgage products and enhance our existing loan programs to accomplish our joint goals of increasing the penetration of mortgage loan financing as a percentage of GDP, which represented approximately 4.0% of Peru’s GDP in 2011, and to enable our borrowers to become formal participants in the economy. By gaining access to our mortgage products, these historically un-banked and under-banked households are able to develop a credit history, enhance their wealth through home ownership, and generally improve their living conditions.

Our loan products are placed through intermediary financial institutions operating in Peru that in turn originate mortgage loans designed to enable our target borrowers to purchase, expand or renovate their homes. The intermediary financial institutions serve as our agents, enabling us to increase the size of our loan portfolio without significant additional operating expenditure. In our business and operating model, we designate a maximum loan balance for each intermediary financial institution. Each intermediary financial institution places and services mortgage loans using our available credit lines and approves each mortgage loan application directly, using its and our credit criteria.

Funding for our loan products is made available to intermediary financial institutions through a trust we established with COFIDE in 1999. Pursuant to the terms of the trust agreement, COFIDE confirms the mortgage loan complies with all our lending requirements, although we have final lending approval over each loan. COFIDE executes a master agreement for each product with the intermediary financial institution. Upon completion of procedural requirements, COFIDE disburses funds to the intermediary financial institution. Funds are then disbursed on behalf of the final borrower by the intermediary financial institution to the seller or developer of the property. Once the individual mortgage is duly filed and the loan documentation is executed, the loan becomes eligible for CRC coverage.

The flowchart below depicts the structure of our loan origination and servicing model.

1. Final borrower signs sale contract. 2. Final borrower applies for loan on basis of sale contract and/or mortgage on property. 3. Financial institution reviews documentation and if qualified, approves loan application and sends to COFIDE for

review. 4. COFIDE verifies application and sends materials to us and we undertake a final review to confirm compliance

with our criteria. 5. Upon approval, funds for each loan are released to COFIDE.

Trust Agreement

Master Agreements executed with each financial institution

SELLER ORPROJECT

DEVELOPER

MIVIVIENDA COFIDE FINANCIALINSTITUTIONS

FINALBORROWER

Loan Agreement and promissory note executed by final

borrower in favor of financial institution

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6. COFIDE disburses funds to financial institution. 7. Once guarantee or mortgage (or both) is formalized and registered, funds are disbursed to seller, project developer

or supplier. These arrangements may also be structured through the constitution of a trust.

Our loan products

We seek to achieve our mission of reducing the acute housing deficit that has plagued Peru for several decades by designing products targeted at addressing both the quantitative and qualitative housing deficit. Our products provide mortgage loans at affordable and long-term fixed rates. Pursuant to our agreement with the Peruvian government, all our mortgage loan products are generated and are repaid in nuevos soles. Eligible borrowers may not own more than one residence, although our loan products can also be used to finance residences that can double as workshops.

We have the following four principal products:

Nuevo Crédito MIVIVIENDA, which was launched in June 2009, is designed to finance home purchases or home expansions and has maturities ranging from 10 to 20 years; as of December 31, 2012, we had issued a total of 27,046loans under this product.

Crédito MICONSTRUCCION, which will be widely available beginning in this year (we introduced a pilot program in 2012 and issued 188 loans), is designed for financing the construction of home improvements or expansions and has maturities up to 12 years.

Crédito MISMATERIALES, which will be available this year to finance the purchase of construction materials for home improvements or expansions and has maturities up to five years.

Crédito Complementario Techo Propio, which was launched in 2003, is designed to enable borrowers to purchase or construct properties in conjunction with the Peruvian state’s Techo Propio subsidy issued by the MVCS and administered by us; as of December 31, 2012, we had issued a total of 9,127 loans under this loan program, all with the Techo Propio subsidy.

Of these loan products, Nuevo Crédito MIVIVIENDA accounted for approximately 36% of our revenue in 2011 and approximately 59% of our revenue in 2012. The remainder of our revenue was generated by the Crédito Complementario Techo Propio which contributed approximately 4% to our revenues in 2012 and 3% in 2011, and by our portfolio of legacy loans that were discontinued in the period between 2006 and 2009, including Crédito MIVIVIENDA Tradicional (2006), Crédito MIHOGAR (2009) and Crédito MIVIVIENDA Estandarizado (2009). In 2011, we also generated approximately 15% of our revenues from interest earned on our investment portfolio, which we liquidated in part during 2012 to expand our lending activity.

In addition, through our CRC coverage we assume a portion of the associated credit risk of the final borrower. The charts below depict the CRC coverage of our two principal loan products and the risk coverage we assume over the life of the loan. The intermediary financial institution retains the remaining risk of default.

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4 001307-0002-15107-Active.14389758.107/30/2013 11:44 AM

As of December 31,

2012 2011 2010

International ratings in US dollars

(Moody’s/S&P/Fitch) (S/. in

thousands) %(S/. in

thousands) % (S/. in

thousands) % Banco Internacional del Perú - INTERBANK .....

Baa3/BBB/BBB- 885,796 28% 647,961 26% 406,593 24%

Banco de Crédito del Perú .............................

Baa2/BBB/BBB+ 805,475 25% 632,944 26% 389,429 23%

Banco BBVA Continental ..................

— /BBB/BBB+ 446,587 14% 337,646 14% 203,347 12%

Banco Scotiabank ......... Baa2/BBB/BBB+ 286,202 9% 252,000 10% 195,599 12% Banco Financiero del Perú .............................

— 218,776 7% 187,374 8% 162,292 10%

Others (1) ...................... — 538,170 17% 393,314 16% 323,114 19% Total ............................... — 3,181,006 2,451,239 1,680,374

_______________

(1) Includes 29 financial institutions that have less than 5% concentration.

Selected Results

Our lending activities are conducted on commercial terms that generate net income. Of the more than 79,000 loans we have financed since 1999, which have resulted in total loan disbursements of approximately US$1.8 billion, only 407 have defaulted. Of the total defaulted loans, 24 have gone through court proceedings, of which four resulted in an aggregate loss to us of approximately US$20,000. The remaining defaulted loans were restructured prior to execution of the underlying mortgages. As of December 31, 2012, we had a total portfolio of accounts receivable (Trust Agreement – COFIDE) of approximately S/. 3,181 million (US$ 1,247.5 million).

For 2012 and 2011, our net income was S/.91,7 million and S/.83 million, respectively. As of December 31, 2012, our shareholder’s equity was S/.2.968 million. Additionally, the balance of our portfolio with intermediary financial institutions that place our loans totaled S/. 3,144.9 million as of December 31, 2012 and S/.2,427.7 million as of December 31, 2011.

The following table presents a comparison of various performance metrics for selected financial institutions (public and private) operating in Peru for the periods indicated, as compared to our performance.

As of December 31, 2012(1) As of December 31, 2011 Equity (S/. millions)

NPL(2) (%)

Return on Assets (%)(3)

Equity (S/. millions)

NPL(2) (%)

Return on Assets (%)(3)

Fondo MIVIVIENDA ........... 3,094 0.0 3.0 3,003 0.9 2.7 COFIDE .................................... 2,102 0.1 1.1 2,168 0.5 1.3 Banco de Crédito del Perú ........ 7,141 1.7 1.8 6,296 1.4 2.1 Banco Scotiabank ..................... 4,628 1.6 4.9 4,043 1.5 2.8 Banco BBVA Continental ........ 4,228 1.2 2.5 3,705 0.9 2.8 Banco Internacional del Perú - INTERBANK ....................... 2,274 1.8 2.5 1,956 1.5 2.8

Banking system ......................... 21,320 1.8 2.1 19,468 1.5 2.3 _______________

(1) Most recent date for which information is available.

(2) Nonperforming loans are loans more than 90 days past-due.

(3) Return on assets is net income divided by total assets.

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Relationship with the Peruvian state

The Peruvian state holds 100% of our equity through the Fondo Nacional de Financiamiento de la Actividad Empresarial del Estado (Peruvian National Fund for the Financing of Business Activities of the State, or “FONAFE”), which is responsible for managing Peru’s corporate and business affairs. One of the state’s principal goals is to promote home ownership for a sector of the population that has traditionally not been served by the private financial industry. Our role in that effort is to design mortgage products that can be efficiently channeled through financial intermediaries and enable lower- and middle-income working families to access mortgage loans at attractive fixed rates of interest and with long-term maturities. Though we are a for-profit entity, applicable law and our bylaws (estatuto social) require that we invest our annual net income in the development of our business.

Our board of directors acts independently from the Peruvian government for our day-to-day affairs, however, all five members of our board of directors are designated by FONAFE three of which are independent, meaning they are not affiliated with or employed by the Republic of Peru or any agency of the Peruvian state. The members of FONAFE’s board of directors are the ministers of the MEF, the MVCS, the Ministry of Communications and Transportation (Ministerio de Transportes y Comunicaciones), the Ministry of Energy and Mines (Ministerio de Energia y Minas) and the Presidency of the Council of Ministers (Presidencia Consejo de Ministros).

We are an independent organization that adheres to the general policies of the MVCS. We administer the Techo Propio subsidy on behalf of the MVCS. We are also a participant in the Sistema Financiero Nacional (National Financial System), which is composed of a number of private and public sector banks, financial institutions, development organizations and state entities.

Funding

Our initial source of funding came from a capital contribution made by the Peruvian state through FONAFE in 2005 of approximately S/.2.7 billion by means of a contribution of assets. Pursuant to Peruvian Law No. 28579 and our bylaws, we are required to capitalize all our annual net income after complying with certain legal reserve requirements. Our net income was was S/. 91.66 million, S/.83.0 million and S/.68.6 million in 2012, 2011 and 2010, respectively. We currently source a portion of our ongoing funding needs from the capitalization of our net income and have accessed alternative sources of funding only on a limited basis in the past. However, as part of our strategy of diversifying our sources of funding, in February 2012 we incurred a US dollar-denominated US$100 million loan from Banco de la Nación. We have also obtained funding through credit operations with intermediary financial institutions whereby we have sold our right to receive future installments due on our loan portfolio. Our most recent transaction was in 2012 with Banco del Crédito Perú. In 2012, we also liquidated certain investments and obtained authorization for partial release of excess assets held in the CRC-PBP trusts and used the proceeds received to expand our lending activities. We will seek to continue to diversify our funding sources by raising capital in nuevos soles or US dollar-denominated transactions in the local and international capital markets, the bank lending markets or through other financial transactions.

The CRC-PBP Trusts

We established two CRC-PBP trusts, one in nuevos soles and the other in US dollars. These trusts cover our obligations to pay CRC coverage and the good payer award under our legacy portfolio related to our loan programs that were discontinued from 2005 to 2009, principally Crédito MIVIVIENDA Tradicional. The approximately 5,400 loans covered by these trusts were funded by participating financial institutions directly from their own funds in both US dollars and nuevos soles. As with our current loan products, our CRC coverage covers up to one-third of the principal balance of the covered loan or one-third of the defaulted amount, whichever is lower, for eligible loans with a duly constituted and registered mortgage. We charge a commission for the CRC coverage for loans covered by these trusts calculated as a percentage of the balance disbursed on the loan and deposit commission proceeds in the trust to cover resulting defaults. Any payment due on those covered loans (in the event of default) is drawn from available funds.

The trusts also cover our obligations to pay the good payer award due on loans in the trusts to borrowers who have made timely payments on their loans for at least six consecutive months. We charge the intermediary financial institutions that place our loans a monthly commission for administration and support services provided in respect of the good payer award and deposit the proceeds in the trusts.

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We act as fiduciary of the trusts. Funds in the trusts are invested in securities available in the market, including Peruvian sovereign bonds, corporate bonds and similar securities denominated in both US dollars and nuevos soles. In 2012, we requested a partial release of assets available for distribution from the CRC-PBP trusts that cover our obligations under our legacy portfolio. We supported our request with a study performed by an independent group of experts at Universidad ESAN, a local business school, as required by applicable regulation. Once approved by the SBS, distributions of S/.290.0 million (in respect of the nuevos soles trust) and S/.50.7 million (in respect of the US dollar trust) were made to us from trust assets. See “Selected Statistical Information—Accounts receivable from CRC-PBP trusts” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting for CRC-PBP Trusts.”

Investment Considerations

We are an essential component of the Peruvian state’s economic and social development strategy. We are wholly-owned by the Peruvian state and our sole corporate purpose is aligned with public policies that seek to reduce the housing deficit by targeting lower- and middle-income working families. The Peruvian state’s historical support of our operations and our central role as an instrument of economic development make it likely that we will have continued strong support from our sole shareholder, if needed. We administer the Peruvian state’s Techo Propio subsidy that is financed through the MVCS. However, we do not subsidize any of the loan products we deliver. In addition, our products receive no direct subsidy from the Peruvian government, with the exception of the good payer bonus we offer under our Nuevo Crédito MIVIVIENDA program in which certain qualified buyers are eligible to have up to S/.10,000 of the cost of the good payer award rebated by the MVCS, once it receives the related funding from the government. Historically, the Peruvian government has not interfered directly in our operations, enabling us to develop sound lending policies that are tailored to the commercial realities of our lending environment rather than prevailing political prerogatives.

We are a key participant in the historically underserved Peruvian mortgage loan segment for lower- and middle-income working families with strong potential for measured growth. Mortgage loans for working lower- and middle-income families are not readily available or accessible in the Peruvian market. We are the most important participant in this market, providing a substantial percentage of the aggregate loans to eligible borrowers at fixed rates of interest and with long maturities, which are especially important in a market with limited sources of such financing. As of December 31, 2012, 30% of the total number of residential mortgage loans outstanding were represented by our products. Given the persistently low penetration of mortgage lending to our target borrowers, the ease with which we can increase further lending without incurring substantial costs and prevailing macroeconomic factors in Peru, we believe we have strong potential for continued growth. The innovative features of our loan products and the continued consistent expansion of the lower- and middle-income working segment of the population in recent years, have made it possible for us to continue growing our portfolio of loans. We also enable our final borrowers to develop or enhance their formal banking experience. As a result, intermediary financial institutions see us as a partner in creating a new pool of customers to whom they can cross-sell other products. We have developed new mortgage products such as Crédito MICONSTRUCCION and Crédito MISMATERIALES and have increased the maximum loan value of the Nuevo Crédito MIVIVIENDA loans from approximately US$70,000 to US$100,000 as a means to further penetrate the market, continue reducing the housing deficit and foster formalization of un-banked and under-banked communities. Our average loan disbursement for these products as of December 31, 2012 was S/.108,995 for Nuevo Crédito MIVIVIENDA and S/.31,293 for Crédito MICONSTRUCCION. We expect to launch Crédito MISMATERIALES later this year.

We have strong risk management processes and policies that are complemented by those of the intermediary financial institutions that place our loans. Our loan origination policies are designed to ensure the orderly development of a portfolio of mortgage loans to our target borrowers, through a diversified pool of banks and financial institutions operating throughout Peru. We are subject to regulation and are supervised by the SBS, the MEF, FONAFE, the Peruvian Central Bank and the Comptroller of the Republic. In addition, the banks and other intermediary financial institutions that sell our mortgage products must also comply with applicable banking regulation, giving our portfolio of loans an additional layer of regulatory protection and supervision. Furthermore, we conduct periodic reviews of all the intermediary financial institutions in our portfolio and a representative sample of the loan portfolio of final borrowers at each intermediary financial institution at least once a year as required by the risk committee of our board of directors, SBS regulations and our internal regulations.

Our high quality loan portfolio has a low incidence of default. The majority of our loans are placed through the largest intermediary financial institutions in Peru, which in turn lend the funds to our final borrowers.

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Pursuant to our agreements with each intermediary financial institution, payments must be remitted when due regardless of whether the final borrower is current on his or her obligations with the intermediary financial institution. All credit risk not assumed by us is borne by the intermediary financial institution, typically two-thirds or more. As of December 31, 2012, our portfolio of loans had a low loan-to-value ratio of approximately 63% at origination, which in our experience subsequently improves as the value of the mortgaged property increases with the borrowers’ investment of the loan proceeds. In 2010, 2011 and 2012, none of the intermediary financial institutions that operate with us had defaulted on our loans. Our loan portfolio has demonstrated very strong performance over time, generating only US$20,000 in losses from defaults from a total portfolio of approximately US$1.8 billion since 1999.

We have strong financial performance metrics. We have low leverage, sustained profitability and strong margins, supported by low operating expenses in line with our business model. We have benefited from the strong expansion of our loan portfolio in recent years, with an average annual growth rate of 45.8% from 2010 to 2011. Our return on average equity of 3.0% for 2012 compares favorably to other development entities throughout Latin America (including COFIDE), while our return on average assets was 2.6% at the same date. Our efficiency ratio (defined as operating expenses (administrative expenses plus depreciation and amortization) divided by operating margin) was 20.05% for 2012 compared to 20.9% for 2011 and 26.7% for 2010.

Easily scalable business model allows us to increase mortgage lending with minimal additional operating expenditures. The intermediary financial institutions that place our mortgage loans are primarily responsible for originating and servicing the mortgage loans that are offered under our loan programs, though we have internal processes in place to ensure appropriate compliance with our lending criteria. Subject to our credit limits, we are able to increase the amount of credit we make available through the COFIDE trust and thereby increase the number of loans originated without incurring significant additional administrative costs. We believe our target market is currently underserved. Intermediary financial institutions in Peru continue to participate in our loan programs because our loans are cost-effective, generate reliable revenue and enable them to develop a base of borrowers who can subsequently become reliable customers to whom banks can cross-sell other financial and banking products.

Strong corporate governance complemented by an experienced board of directors and management team. We have developed a culture of strong corporate governance, collaborating with institutions such as the Andean Development Corporation (Corporación Andina de Fomento) to help us develop best corporate governance practices based on international standards. In addition, our board of directors, composed of five members, is appointed by the FONAFE board following a thorough vetting selection process designed to identify the most experienced and highly qualified members possible, who are appointed for renewable terms of three years. We believe three-year terms give our board of directors continuity and independence. In particular, we believe we are strengthened by the independence and experience of our chief executive officer and other members of our senior management team who are highly experienced in the financial sector and independent from the state. Certain members of our senior management have worked with us since 2004 giving continuity to our operations. Our board also has established internal risk and audit committees, each of which includes members of our board of directors and management team working together to help reinforce and monitor our risk policies.

Our Strategies

Adapt products and banking platforms to increase home ownership. We will continue to focus on our key mission of expanding homeownership in Peru by expanding our loan portfolio and adapting our product offerings to market requirements. The Peruvian mortgage market continues to be under-penetrated. As the housing deficit continues to be significant, we will focus on adapting our existing products to the expanding lower- and middle-income working class population. We seek to develop new and innovative products designed to assist our target borrowers. This year, we will launch our Crédito MISMATERIALES and Crédito MICONSTRUCCION products that target property owners who need to finance construction costs and the purchase of building materials for their home improvement projects. We will also develop mortgage products tailored to home buyers who are seeking to purchase used homes. We believe this will add liquidity and mobility to the market by allowing current borrowers the ability to sell their existing homes and to acquire larger properties or as they move regionally. We will also seek to offer complementary products such as mortgage insurance that will make interest payments on mortgages if a borrower loses his or her source of income. As the market becomes more sophisticated, we believe we will be able to offer a broader range of products to suit our target borrowers’ evolving needs.

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Improve our operations. We will seek to improve our operating performance. Our efficiency ratio was 20.1% for 2012 compared to 20.9% for 2011 and 26.7% for 2010. This is mainly due to increases in our financial income as a result of our efforts to increase good payer award payments and to reduce mortgage interest rates, while maintaining operating expenses constant. We are focused on improving this metric and believe our ability to increase our loan placements while maintaining relatively constant expenses will lead to greater efficiencies and further improved performance.

Diversify our portfolio of loans geographically. Part of our strategy relies on expanding our product offerings to historically under-served regions of Peru. We believe that geographic diversification not only will allow us to more faithfully fulfill our primary mission of providing resources to lower- and middle-income working families throughout the country, but also mitigate the risk that concentration of our loan portfolio could pose. While a large proportion of real estate development in recent years has occurred in Lima, we believe there is significant need for new affordable housing developments in provinces throughout Peru. We have recently initiated a nationwide marketing campaign to promote our products and the related benefits for our target borrowers. We plan to cover the principal provinces throughout Peru by 2013 by sponsoring MIVIVIENDA information fairs jointly with some of our financial intermediaries.

Promote new housing developments. We will seek to work with municipal and local governments to promote development of new and emerging urban areas in conjunction with private developers seeking to develop new housing stock. These initiatives will be targeted at communities that have evolving zoning areas that are being auctioned to developers for construction of affordable and mixed-use housing. Specifically, we will work with local governments to identify suitable areas for development, evaluate projects and create proposals, administer the bidding process and work with intermediary financial institutions that will place our loans to design viable loan programs. In this regard, we have a pilot project in Pucallpa where the local government has transferred a 100-acre plot to a land trust for sale to a developer for construction of new homes. We will seek to provide lines of credit through intermediary financial institutions for eligible borrowers who will purchase homes under construction, with payments to be disbursed on a construction progress basis. We are exploring other similar projects in four other municipalities, namely Cajamarca, Tumbes, Moquegua and Trujillo. We believe these projects will allow us to promote development of new housing in underserved communities throughout Peru.

Diversify our sources of funding. While we are able to rely on our income generation capacity for our existing funding needs, we seek to explore other sources of reliable funding at lower costs to continue expanding our mortgage loan portfolio as we did in 2012 with our loan from Banco de la Nación. We will also seek to consummate sales of future loan payments due on our portfolio to both raise capital for our funding needs and to reduce our concentration exposure to specific intermediary financial institutions, similar to a recent transaction we completed with Banco de Crédito del Perú. We will also seek to deploy available assets in the CRC-PBP trusts as a source of funding, as we did in 2012. We will explore opportunities to fund our operations in nuevos soles and US dollars both through the local and international capital and credit markets. We are also seeking formal approval from the SBS to issue certificates of deposit to state-owned entities in 2013 as an alternative source of funding. We are one of the few public financial institutions in Peru that has been given the authority to issue those certificates of deposit. We believe this additional source of funding will allow us a meaningful opportunity to further expand our loan portfolio and provide long-term capital at fixed rates.

Implement retention measures for our employees. We believe our employees are one of our key resources and will seek to develop retention and promotion initiatives to further reduce turnover. These measures may include developing career plans, providing educational stipends and career-enhancing courses, and developing specific promotion opportunities based on defined performance metrics. We believe these initiatives will enhance the quality and experience of our employees and serve as a strong resource for our future expansion strategies.

Overview of Mortgage Loan Sector in Peru

The mortgage loan sector in Peru, though still in a nascent state, has experienced strong and dynamic growth in recent years. The residential mortgage loan sector has grown at a compounded annual rate of approximately 18% from 2006 to 2011. Total residential mortgage loan placements were S/. 24,534 million, of which full service banks had originated an estimated S/. 23,604 million at December 31, 2012, in both nuevos soles (S/. 12,820 million) and US dollars (US$ 4,229 million). Full service banks originated 96,2 % of all residential mortgage loans currently outstanding in 2012. The remaining balance was originated by municipal banks, microfinance institutions and finance companies, among others. Mortgage loan placements increased 22,7 % from December 31, 2011 to

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December 31, 2012, while direct loans increased 12,5 % over the same period. The total number of residential mortgage loans at the same date was 188,751, of which 170,198 had been originated by full service banks.

The table below illustrates the growth trend in Peruvian mortgage lending over the period indicated.

Because the Peruvian mortgage market remains relatively small, mortgage loans must be designed to suit Peruvian needs. As consumer spending and disposable income has increased in recent years, living standards have risen and working families tend to have greater need for mortgage financing. The existing housing deficit is also a major factor that contributes to continued strong growth of this market. There is an estimated qualitative deficit of 1.5 million housing units as of February 2012, according to reports published by the MVCS, and an additional quantitative deficit of 400,000 housing units, according to data published by the INEI.

The expansion of mortgage lending has also been driven by the attractiveness of mortgage loan financings that generally consist of smaller loans with very low incidence of default (0.8%) compared to micro-lending (2.8%), credit cards (3.9%) and loans to small enterprises (5.2%), in each case, as of December 31, 2012. Based on findings in the National Peruvian Consumer Study 2011 conducted by Arellano Marketing, housing costs are the second highest household expenditures, 27% of Peruvians invest in their homes once their income increases, and approximately 90% of Peruvians own their residence, as opposed to renting.

Our Information

Our principal executive offices are located at Av. Paseo de la República 3121, San Isidro-Lima. Our telephone number is + (511) 211-7373. Our website is www.mivivienda.com.pe. The information included on our website or which may be accessed through our website is not part of these listing particulars and is not included herein by reference or otherwise. We were formed in 1998 and converted to a sociedad anónima in 2005.

24,534 

 ‐

 5,000

 10,000

 15,000

 20,000

 25,000

 30,000

Dic‐06 Dic‐07 Dic‐08 Dic‐09 Dic‐10 Dic‐11 Dic‐12

Evolución de los Créditos Hipotecarios del Sistema Financiero(en millones de nuevos soles)

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THE OFFERING

This summary of certain terms and conditions of the notes is subject to, and qualified in its entirety by, reference to the “Description of the Notes” section of these listing particulars.

Issuer ....................................................... Fondo MIVIVIENDA S.A.

Securities Offered .................................... US$ 500,000,000 aggregate principal amount of our 3.50% notes due 2023.

Issue Price ................................................ plus accrued interest, if any, from January 31, 2013.

Maturity Date ........................................... The notes will mature on January 31, 2023.

Interest ..................................................... The notes will accrue interest at a rate of 3.50% per year.

Interest Payment Dates ............................ Interest on the notes will be payable semi-annually in arrears on January 31 and July 31 of each year, beginning on July 31, 2013.

Ranking ................................................... Except as provided below, the notes will be our direct, senior unsecured obligations and will rank at all times pari passu in right of payment to all our future unsecured and unsubordinated obligations. The notes will be effectively subordinated to (i) all of our future secured indebtedness to the extent of the assets securing such indebtedness and (ii) certain other obligations that in the event of liquidation are granted preferential treatment under Peruvian law. See “Regulatory—Intervention by the SBS and Liquidation” and “Risk Factors—Risks Relating to the Notes—Our obligations under the notes will be subordinated to certain statutory liabilities in the event of insolvency.” The notes will be our obligations and will not be obligations of, or guaranteed by, the Peruvian government or any governmental agency or body related thereto.

As of December 31, 2012, we had no secured indebtedness and (in addition to the bonds offered hereby) approximately S/.213.7 million (US$ 83.8 million)of unsecured indebtedness outstanding with Banco de la Nación, all of which by operation of Peruvian Banking Law would have priority of payment in the event of our liquidation. See “Regulatory—Intervention by the SBS and Liquidation.”

Additional Amounts ................................ All payments in respect of the notes will be made without any withholding or deduction for any taxes of Peru or, the jurisdiction of any paying agents outside Peru (including, for the avoidance of doubt, Luxembourg) or, in each case, any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, we will pay such additional amounts as will result in receipt by the holders of notes of such amounts as would have been received by them had no such withholding or deduction for taxes been required, subject to certain exceptions set forth under “Description of the Notes—Additional Amounts.”

Change of Control ................................... We will be required to offer to repurchase all outstanding notes at a purchase price equal to 101% of their principal amount plus accrued interest, if the Peruvian state, our controlling shareholder, ceases to own more than 50% of our voting stock.

99.15%

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Optional Redemption ............................... Make-Whole Redemption. We may redeem the notes, in whole but not in part, at any time, at a redemption price equal to the greater of 100% of the outstanding principal amount of the notes and a “make-whole” amount, in each case plus accrued and unpaid interest to the date of redemption. See “Description of the Notes—Optional Redemption—Make-whole redemption.”

Tax Redemption. We may redeem the notes, in whole but not in part, at any time in the event of certain changes in tax laws at a redemption price equal to 100% of their outstanding principal amount plus accrued and unpaid interest to the date of redemption and any additional amounts. See “Description of the Notes—Optional Redemption—Tax redemption.”

Covenants ................................................ The indenture contains covenants that, among other things:

require us to add a provision to our future credit, borrowing or bond offering or related documentation, to the effect that all such future indebtedness will rank pari passu with all our then existing indebtedness, notwithstanding any other provision of the Peruvian Banking Law to the contrary;

require us to furnish certain periodic financial information; and

limit our ability to consolidate or merge with, or convey, transfer or lease all or substantially all of our assets, to another person, unless we comply with certain requirements;

however, such covenants are subject to a number of important exceptions. See “Description of the Notes—Covenants.”

Events of Default ..................................... The indenture sets forth the events of default applicable to the notes, including an event of default triggered by cross default of other debt in an amount of US$10 million or more. See “Description of the Notes—Events of Default.”

Further Issues ........................................... We may from time to time, without notice or consent of the holders of the notes, create and issue an unlimited principal amount of additional notes of the same series as the notes initially issued in this offering.

Use of Proceeds ....................................... We intend to use the net proceeds from this offering for general corporate purposes.

Form and Denomination .......................... The notes have been issued in book-entry form, in denominations of US$150,000 and integral multiples of US$1,000 in excess thereof, and are represented by global notes deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interest in the global notes will be shown on, and transfers will be effected only through, records maintained by DTC for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). The global notes will be exchangeable or transferable for certificated notes only in limited circumstances. See “Description of the Notes—Form of the Notes.”

Transfer Restrictions ................................ The notes have not been registered under the Securities Act. As a result, the notes are subject to limitations on transferability and resale. For more information see “Transfer Restrictions.”

Listing and Trading ................................. We have applied to have the notes listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF market.

The notes, however, are a new issue of securities and there is no

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established trading market for the notes. Accordingly, we cannot assure you that a trading market for the notes will develop or if one develops, that it will be maintained.

Peruvian SBS Registration ...................... We have provisionally registered the notes with the Foreign Investment and Derivatives Instruments Registry (Registro de Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo Extranjeros) of the SBS, in order to make the notes eligible for Peruvian pension fund investment, as required by Peruvian legislation.

Peruvian SMV Registration ..................... We have registered the notes and the relevant offering memorandum with the SMV. We will be required to file certain information in Spanish with the SMV, such as quarterly and annual reports and notices of material events (hechos de importancia). All such reports and notices will be available at www.smv.gob.pe. The documents to be filed with the SMV are not and will not form part of these listing particulars and are not incorporated by reference herein.

Governing Law ........................................ The indenture and the notes will be governed by, and construed in accordance with, the law of the State of New York.

Trustee, Registrar, Transfer Agent and Paying Agent ........................................ Citibank, N.A.

Luxembourg Transfer Agent and Paying Agent .................................................... Banque Internationale à Luxembourg S.A.

Risk Factors ............................................. You should carefully consider all of the information in these listing particulars. See “Risk Factors” in these listing particulars for a description of the principal risks involved in making an investment in the notes.

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SUMMARY FINANCIAL INFORMATION

The following tables set forth certain of our financial information, and should be read in conjunction with our financial statements, including the notes thereto, prepared in accordance with SBS GAAP, which are included in these listing particulars, as well as the information included in “Presentation of Financial and Certain Other Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results included below and elsewhere in these listing particulars are not necessarily indicative of future performance.

The income statement data for the years ended December 31, 2011 and 2010, and the balance sheet data as of December 31, 2011 and 2010 are derived from our audited financial statements and related notes, which are included in these listing particulars. We prepare our annual financial statements and other financial information in accordance with applicable SBS GAAP, as such principles specifically apply to us. These principles differ in several significant respects from US GAAP and IFRS. A discussion of some of the principal differences among SBS GAAP, US GAAP and IFRS as they relate to us is included in Annex A. See also “Presentation of Financial and Certain Other Information.” However, we have not quantified the effects of such differences and therefore cannot assure you that we have identified all of the differences that are material.

For the years ended December 31,

2012 2012 2011 2010

(US$ in

thousands) (S/. in thousands) STATEMENTS OF INCOME Financial income ....................... 85,782 218,743 206,118 171,945 Financial expenses ..................... (20,619) (52,577) (60,505) (47,008) Gross financial margin ............ 65,163 166,166 145,613 124,936 Allowance for doubtful accounts

(Trust Agreement-COFIDE) (8,970) (22,874) (12,343) (13,300) Net financial margin ................ 56,193 143,292 133,270 111,637 Financial services revenues ....... 688 1,755 2,695 2,248 Financial services expenses ....... (27) (69) (144) (245) Operating margin .................... 56,854 144,977 135,820 113,640 Administrative expenses ............ (12,827) (32,710) (30,122) (33,252) Net operating margin .............. 44,026 112,267 105,698 80,388 Depreciation of property, furniture

and equipment ....................... (207) (527) (590) (480) Amortization of intangibles assets (59) (150) (234) (183) Allowance for other doubtful

accounts ................................. (124) (317) (1,394) (343) Other provisions ........................ (353) (901) (299) (409) Operating income .................... 43,283 110,373 103,181 78,973 Other income, net ...................... 7,053 17,985 10,161 8,406 Income before income tax ....... 50,336 128,358 113,341 87,379Income tax ................................. (14,391) (36,697) (30,318) (18,713)

Net income ................................ 35,945 91,660 83,023 68,666

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As of December 31,

BALANCE SHEET DATA 2012 2011 2010 (S/. in thousands)

Assets Cash and due from banks:

Deposits in the Peruvian Central Bank ........................... 2 1,140 1,573 Deposits in domestic banks ............................................. 339,766 155,910 560,060 Accrued yields on cash and due from banks ................... 709 179 5,024 Other cash ....................................................................... — — —

Total cash and due from banks ........................................ 340,476 157,229 566,657 Available-for-sale and held-to-maturity investments .......... — 205,102 448,864 Accounts receivable, net (Trust Agreement –

COFIDE) ........................................................................ 3,144929 2,427,676 1,660,227 Other accounts receivable, net ............................................ 70,518 399,991 380,662 Derivative financial instruments ......................................... 5,753 10,061 252 Property, furniture and equipment, net ............................... 1,356 1,835 2,362 Deferred income tax ........................................................... 7,210 1,737 706 Other assets, net .................................................................. 3,234 3,166 8,467

Total assets ........................................................................ 3,573,477 3,206,797 3,068,197

Liabilities Obligations with the public ................................................. 10,083 11,058 275 Due to banks and correspondents........................................ — — — Due to banks and financial obligations 215,597 — — Derivative financial instruments ......................................... — 47 5,208 Other accounts payable ....................................................... 241,467 190,841 146,750 Provisions and other liabilities ............................................ 11,392 2,221 2,739 Total liabilities ................................................................... 478,538 204,167 154,972

Shareholder’s equity Capital stock ....................................................................... 2,968,160 2,889,344 2,831,257 Additional capital ................................................................ 34 34 34 Legal reserve ....................................................................... 34,117 25,815 19,361 Unrealized results ............................................................... 967 319 (5,864) Retained earnings ................................................................ 91,660 87,118 68,436

Total shareholder’s equity ............................................... 3,094,939 3,002,630 2,913,225

Total liabilities and shareholder’s equity ........................ 3,573,477 3,206,797 3,068,197

For the years ended December 31,

2012 2011 2010 STATEMENT OF CASH FLOWS (S/. in thousands) Net cash from operating activities .......... 496,297 103,428 103,633 Net cash used in investment activities .... (166) (199) (1,985) Net cash used in financing activities ...... (262,883) (53,657) (117,509) Net increase (decrease) in cash and cash

equivalents ........................................ 233,247 49,572 (15,860) Balance of cash and cash equivalents at

beginning of period............................ 107,229 57,657 73,517 Balance of cash and cash equivalents at

beginning of period ........................... 340,476 107,229 57,657

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RISK FACTORS

Investing in the notes involves a high degree of risk. Before making any decision to invest, you should carefully evaluate the risks described below, together with all of the other information included in these listing particulars. If any of the following risks should occur, our business, financial condition and results of operations could be adversely affected. As a result, the trading price of the notes could fall and investors could lose all or part of their investment in the notes. Other risks that we are currently unaware of or that we currently consider immaterial could possibly have a negative effect on us and the trading price of the notes.

Risks Relating to Peru

Economic, political and social developments in Peru could have a material adverse effect on our results of operations and financial condition.

All of our operations, the intermediary financial institutions that place our loans and all of our final borrowers are located in Peru. As a result, our results of operations and financial condition are dependent on economic, political and social developments in Peru, and are affected by the economic and other policies of the Peruvian government, including devaluation of the currency, currency exchange controls and inflation, and policies designed to combat poverty and promote home ownership, as well as matters beyond the government’s control such as economic downturns, political instability, social unrest and terrorism.

During the past several decades, Peru has experienced political instability that has included a succession of regimes with differing economic policies. Previous governments have imposed controls on prices, exchange rates, local and foreign investment and international trade, restricted the ability of companies to dismiss employees, expropriated private sector assets and prohibited the remittance of profits to foreign investors. We cannot assure you whether the Peruvian government, including the administration of President Ollanta Humala, who was inaugurated in July 2011, will continue to pursue open market economic policies that are designed to foster and stimulate economic growth and social stability.

During the 1980s and the early 1990s, Peru experienced severe terrorist activity targeted against, among others, the government and the private sector. Despite the suppression of terrorist activity, we cannot assure you that a resurgence of terrorism in Peru will not occur, or that if there is a resurgence, it will not disrupt the economy and our business. In addition, Peru has, from time to time, experienced social and political turmoil, including riots, nationwide protests, strikes and street demonstrations. Despite Peru’s ongoing economic growth and stabilization over the past several years, the social and political tensions and high levels of poverty and unemployment continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation, nationalization, suspension of the enforcement of creditors’ rights and new taxation policies. These policies could adversely and materially affect the Peruvian economy and our business.

A devaluation or depreciation of the nuevo sol could have a material adverse effect on our results of operations and financial condition and consequently affect our ability to make payments on the notes.

A sudden and significant devaluation or depreciation of the nuevo sol could have a material adverse effect on our financial condition and results of operations. As the Peruvian banking system is highly dollarized, with 49.7% of loans and 45.7% of assets denominated in US dollars as of December 31, 2012, devaluation or depreciation of the nuevo sol against the US dollar could have a negative impact on the ability of borrowers to repay loans, which could adversely affect the financial system as a whole. A severe devaluation or depreciation of the nuevo sol may have an adverse effect on our financial condition, results of operations and cash flows in future periods by, for example, increasing in nuevos soles terms the amount of our foreign currency-denominated liabilities, particularly those related to the US$100 million we borrowed from Banco de la Nación and our indebtedness under the notes offered hereby. Any significant devaluation or depreciation of the nuevo sol against the US dollar could have a material adverse effect on our results of operations and financial condition, and could adversely and materially affect our ability to make payments on the notes, or on our other indebtedness, which could result in a cross default of the notes.

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Increased inflation in Peru could have an adverse effect on the Peruvian long-term credit market as well as the Peruvian economy generally and, therefore, on our results of operations.

In the past, Peru has suffered through periods of high and hyper inflation, which has materially undermined the Peruvian economy and the government’s ability to create conditions that would support economic growth. A return to a high inflation environment would undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and employment. A return to high inflation would also undermine confidence in Peru’s banking system in general, which would negatively and materially affect our business volumes and limit our lending activities. Additionally, in response to increased inflation, the Peruvian Central Bank, which sets the Peruvian basic interest rate, may increase or decrease the basic interest rate in an attempt to control inflation or foster economic growth. Increases in the basic interest rate could adversely affect our results of operations demand for credit, increasing the cost of certain funds and increasing the risk of default by affecting the ability of our final borrowers to incur mortgage loans.

The re-implementation by the Peruvian government of restrictive exchange rate policies and other laws could have an adverse effect on our business, financial condition and results of operations.

Since 1991, the Peruvian economy has undergone a major transformation from a highly protected and regulated system to a free-market economy. During this period, protectionist and interventionist laws and policies have been dismantled gradually to create a liberal economy dominated by the private sector. Exchange controls and restrictions on remittances of profits, dividends, and royalties have ceased. Prior to 1991, Peru exercised control over the foreign exchange markets by imposing multiple exchange rates and placing restrictions on the possession and use of foreign currencies. The Peruvian economy has responded to this transformation by growing at an average annual rate of over 7% during the period from 2007 to 2011. Currently, foreign exchange rates are determined by market conditions, with regular open-market operations by the Peruvian Central Bank in the foreign exchange market to reduce volatility in the value of Peru’s currency against the US dollar.

We cannot assure you that the Peruvian government will not institute restrictive exchange rate policies in the future. Any such restrictive exchange rate policy could have a material adverse effect on our business, financial condition and results of operations and adversely affect our ability to repay debt or other obligations and therefore restrict our access to international financing.

The stability of the Peruvian financial system depends on public confidence in Peruvian banking and financial institutions.

The intermediary financial institutions that use our lines of credit to extend mortgage loans to our final borrowers, depend on public confidence in the Peruvian financial system. If adverse developments arise that affect Peru’s economic, political or social conditions or if a bank faces liquidity problems, depositors may withdraw deposits and savings from the troubled bank or from banks generally, which could have the effect of precipitating a liquidity crisis, as occurred in Peru in the late 1990s.

If depositors were to generally withdraw significant holdings from banks, including from the institutions with whom we operate, there could be a substantial adverse impact on the manner in which intermediary financial institutions conduct their business on their ability to operate and their financial condition, which would adversely affect their ability to continue operating under our lines of credit. Moreover, if the number of intermediary financial institutions were to decrease, or if the intermediary financial institutions that place our loans were to begin defaulting on our loans, our lending programs would be adversely affected, and we would not be able to achieve the social and economic development goals of our financing programs, which are at the core of our business. In addition, we may be forced directly to assume substantial loan portfolios with distressed assets, thereby adversely affecting our business, financial condition and results of operations.

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The Peruvian economy could be adversely affected by economic developments in regional or global markets.

Financial and securities markets in Peru are influenced, to varying degrees, by economic and market conditions in regional or global markets. Although economic conditions vary from country to country, investors’ perceptions of the events occurring in one country may substantially affect capital flows into and securities from issuers in other countries, including Peru. The Peruvian economy was adversely affected by the political and economic events that occurred in several emerging economies in the 1990s, including in Mexico in 1994, which impacted the market value of securities in many markets throughout Latin America. The crisis in the Asian markets beginning in 1997 also negatively affected markets throughout Latin America. Similar adverse consequences resulted from the economic crisis in Russia in 1998, the Brazilian devaluation in 1999 and the Argentine crisis in 2001. In addition, Peru continues to be affected by events in the economies of its major regional partners. Furthermore, the Peruvian economy may be affected by events in developed economies that are trading partners or that affect the global economy, such as the events that lead to the global financial crisis that began in 2008.

The 2008 global economic crisis, principally a result of the meltdown of the sub-prime mortgage market in the United States, significantly affected the international financial system, including Peru’s securities market and economy. Additionally, the current economic crisis in Europe, beginning with the financial crises in Greece, Spain, Italy and Portugal, has reduced the confidence of foreign investors, which has caused volatility in the securities markets and affected the ability of companies to obtain financing in the global capital markets. Moreover, the fiscal problems in the United States due to difficulties and delays in increasing the government debt ceiling, culminating in the downgrade of the US long term sovereign credit rating by Standard & Poor’s on August 6, 2011, has added to an already high risk-averse environment. Renewed doubts about the pace of global growth have contributed to already weak international growth in 2011 and the first nine months of 2012. An interruption in the recovery of the developed economies, the continued effects of the current crisis in Europe, or a new economic and/or global financial crisis, could affect Peru’s economy, and, consequently, materially adversely affect our business, economic and financial condition or results of operations.

The recent market volatility generated by distortions in the international financial markets may affect the Peruvian capital markets.

The international financial crises that commenced in 2008 and 2009, among other factors, increased the volatility of the Lima Stock Exchange. The general index of the Lima Stock Exchange decreased by 60% in 2008, increased by 101.0% in 2009, increased by 65.0% in 2010, decreased by 16.7% in 2011, and increased by 18.3% as of September 30, 2012 (the last date for which information was available). In recent years, the Lima Stock Exchange has experienced increased participation from retail investors that react rapidly to the effects from international markets. Further volatility in the international markets may also adversely affect the Peruvian capital markets. The Peruvian banking system has not experienced significant liquidity problems as a result of recent prevailing international financial conditions, primarily because the major source of funds for local banks is represented by their deposit base. Nevertheless, we may rely in the future on funding from the local capital markets especially as we plan to lend only in nuevos soles and limited liquidity in those markets as a result of future market volatility could adversely affect our ability to raise funds at the price or level we consider necessary to fund our operations.

Risks Relating to Our Business and to the Peruvian Banking Industry

The banking sector is exposed to macroeconomic changes that may be negatively affected by the recent global economic and financial crisis.

Our business and earnings will be affected by general business and economic conditions, and, accordingly, our business and earnings could be further harmed if the recent global economic and financial crisis continues. The global economic and financial crisis that began in late 2008 resulted in lower commodity prices during subsequent years, which caused decreased export earnings and decreased external and fiscal accounts in Peru, and led to slower economic growth in 2009, although the economy subsequently recovered in 2010, 2011 and 2012. Our business is particularly sensitive to economic and market conditions that affect our target borrowers, the construction sector, and the real estate sector, even though we generally pass two-thirds of the risk of default to the intermediary financial institutions that place our loans. Economic contraction could adversely affect our final borrowers by

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limiting their access to jobs, the formal sector and reliable good-paying jobs, which could result in higher delinquencies and reduce the number of borrowers who would be eligible for our loans. An increase in delinquencies, for instance, could result in higher costs to us to place loans with participating intermediary financial institutions, in addition to increasing our direct exposure to defaults in respect to the one-third of the risk we retain on the portfolio of our mortgage loans. Any increase in the number of delinquencies or defaults would result in higher levels of nonperforming assets and provisions for loan losses, which would adversely affect our results of operations and financial condition.

As we are subject to extensive supervision and regulation, changes in the regulatory environment may adversely affect our financial condition and results of operations.

We are subject to extensive supervision and regulation by the SBS and the Peruvian Central Bank. Peru’s Constitution and Law No. 26702 (“Peruvian Banking Law”) grant the SBS authority to oversee and supervise banks, insurance companies and other financial institutions, including us. Under these laws, all banking operations in Peru require licensing by the SBS, and the SBS and the Peruvian Central Bank have general administrative responsibilities over banks and other financial institutions like us, including authority to set loan loss provisions, limits on fees, regulatory capital requirements and other minimum capital adequacy and reserve requirements. In addition, financial institutions are required to periodically provide the SBS, sufficient information to evaluation of the financial institution’s financial performance.

Changes in the supervision and regulation of financial institutions could adversely affect our results of operations and financial condition. For example, the SBS and the Peruvian Central Bank have in the past changed capital structure and reserve requirements, rules regarding provisions for loan losses and legal lending limits applicable to Peruvian financial institutions. Although the regulatory agencies in Peru publish rules and regulations for comment from the financial sector prior to adopting any significant measure, financial institutions may not have similar concerns about these rules and regulations and may be unable to develop coordinated opposition to measures that affect our business. We cannot predict whether and to what extent new laws and regulations, or changes to existing laws and regulations, affecting our business will be adopted in the future, the timing of any such adoption and what effect such events would have on our business, financial condition and results of operations.

Under certain circumstances, the SBS may intervene in our operations in order to prevent, control and reduce the effects of a failure, which may limit remedies otherwise available to our creditors and extend the duration of proceedings.

Under Peruvian Banking Law, the SBS may intervene in our operations upon the occurrence of any of the following events:

we suspend payment of our obligations or we are unable to pay our obligations as they come due;

we breach any of our commitments to the SBS under a surveillance regime imposed by the SBS;

our regulatory capital is less than 50% of the minimum regulatory capital required under Peruvian Banking Law; and

we experience a deficit or reduction of more than 50% of our regulatory capital during the preceding 12-month period.

Pursuant to an intervention, the SBS would have the power to institute restrictions, such as limiting the decisions that could be taken by our sole shareholder, suspending our normal activities and segregating certain of our assets and liabilities for transfer to third parties. Furthermore, the SBS has the power under Peruvian Banking Law to declare the wind-up or liquidation of any financial institution if an intervention extends longer than 45 days, which may be extended for another 45 days at the sole discretion of the SBS, and/or upon the occurrence of a wind-up or liquidation pursuant to the Ley General de Sociedades (Peruvian General Corporations Law).

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Our recent rapid growth has posed operational challenges, which if not addressed, could negatively affect our financial condition and results of operations.

Demand for credit and the construction sector in Peru have grown significantly in recent years, and as a result our loan portfolio and our business have grown at a fast pace to satisfy the increased demand. Our total outstanding loans increased from S/.1,680.3 million (approximately US$ 646.8 million) as of December 31, 2010 to S/.3,181 million (approximately US$ 1,247.5 million) as of December 31, 2012. Partly as a result of our rapid growth, we have encountered challenges in recruiting new personnel and in training and retaining our employees to meet the demands imposed on our operations by the increased demand for mortgage loans during this period. As of December 31, 2012, we had 94 employees, an increase of 64.91% from December 31, 2008, when the total size of our workforce was 57 employees. Historically, our senior management team is replaced with each new presidential administration. In addition, for the year ended December 31, 2012, we had a voluntary employee turnover ratio of 6.2% which is lower than our historical turnover ratio. Our sustained growth will require high quality systems and talented employees and we may not be able to keep pace with continued rapid growth in demand for our products. If we are unable to develop our systems and human resources quickly and effectively, the resulting strains on credit quality and capacity for further growth may materially and adversely affect our financial condition and results of operations.

We also depend substantially on the operations of the intermediary financial institutions that place our mortgage loans as our portfolio continues to grow. If these institutions are not able to employ and retain qualified employees to originate and service our mortgage loans, our business, financial condition and results of operations could be adversely affected.

Our provisions for loan losses may increase in the future if we are required to increase loan placements through microfinance lenders and as our portfolio of loans matures and becomes eligible for CRC coverage.

Peruvian Banking Law and SBS regulations limit our exposure to any single intermediary financial institution based in Peru to 30% of our aggregate loan portfolio. Our current exposures to several of these institutions is approaching 30%. See “Summary—Our loan products,” “Selected Statistical Information—Accounts Receivable (Trust Agreement—COFIDE)” and “Regulatory—Supervision and Regulation—Lending Limits.” Although these concentration limits do not take account of the portion of the risk we assume through our CRC coverage, the SBS has not ruled on whether these concentration calculations should be recalculated to take account of these coverages, which would effectively reduce the levels of concentration. To the extent we fund a higher percentage of our loans through micro-finance entities, which have higher risk classifications and therefore require greater provisioning than rated financial institutions, our overall levels of provisioning will increase.

These concentration limits may also require us to undertake credit operations similar to the one we completed in 2012, whereby we sold to Banco de Crédito del Perú our right to collect 36 installments on a portfolio of loans that was placed through them. This transaction was intended, in part, to reduce our credit exposure with Banco de Crédito del Perú. We may be required to undertake similar transactions in the future on terms that may not be as favorable, if at all.

In addition, we will have to increase our provisions relating to CRC coverage over time. At origination of a mortgage loan, the intermediary financial institution that originates the loan retains 100% of the risk of default, unless a mortgage has been duly registered on the underlying property. However, as our portfolio of loans matures – principally our Nuevo Crédito MIVIVIENDA loans – completion of construction of the underlying properties will result in higher registration of mortgages. At that stage, the loan becomes eligible for CRC coverage, and we generally assume up to one-third of the risk of loss on default of the loan. As this trend continues, our associated provisioning expense will increase.

Any significant future increase in provisions for loan losses could have a material adverse effect on our business, financial condition and results of operations.

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We are susceptible to fraud, unauthorized transactions and operational errors.

As with other financial institutions, we are susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Although the number of transactions involving our products at each intermediary financial institution is generally low and we monitor transactions on a monthly basis, errors may go undetected and could be repeated or compounded before they are discovered and remedied. While we maintain a system of internal controls designed to monitor and control operational risk, there can be no assurance that our system of internal controls will be effective. Losses from the failure of our system of internal controls to discover and rectify such matters could have a material adverse effect on our business, financial condition and results of operations.

We are an instrumentality of Peruvian government development objectives and any change in governmental policy could adversely affect our results of operations.

As part of our objective to promote economic and social development in Peru, and as an instrument for execution of the Peruvian government’s policies to give greater portions of the population access to affordable mortgage loans, we are occasionally requested by the Peruvian government, our sole shareholder, to perform special functions on behalf of, or in cooperation with, the Peruvian government. In addition, as an instrumentality of governmental policies, we take into consideration the economic and social development objectives of the Peruvian government when making strategic decisions. We also manage the relative profitability of our specific operations to achieve the government’s objectives when determining whether to invest or extend credit. While we generally believe that these functions will be beneficial to our business over the long-term, our decisions may have the effect of diverting resources away from the most profitable areas of our lending and investing businesses.

Our loan portfolio with intermediary financial institutions poses unique risks not generally associated with other forms of lending.

Peruvian Banking Law provides that upon the occurrence of bankruptcy, intervention or extrajudicial liquidation of an intermediary financial institution that places our loan, we will have a direct interest in the loan or other assets, including the required collateral created as a result of the on-lending of our funds by the intermediary financial institution to a final borrower. In those circumstances, we will have direct access to the assets pledged to the intermediary financial institution as a result of placing our loans. Although our credit risk is limited to those circumstances where there is a default by the intermediary financial institution, any significant rise in the level of overdue loans by the final borrowers on loans due to intermediary financial institutions may, in turn, adversely affect their the ability to repay such loans to us.

We cannot assure you that we will not be required to assume other loan portfolios from financially distressed intermediary financial institutions that place our loans, resulting in levels of past due loans and subsequent write-offs that in the future may be materially higher than our historical past due balances.

If the intermediary financial institutions through which we place our loans do not consider our mortgage products attractive or if they choose to place mortgage loans to our target customers without using funding from us, the growth of our mortgage loan portfolio may be limited.

The bulk of the growth in our loan portfolio in recent years has been driven primarily by our Nuevo Crédito MIVIVIENDA product that we introduced in 2009. In prior periods, we experienced somewhat limited growth, in part as a result of the economic viability of our products. If our current mortgage products, including our Crédito MISMATERIALES, to be launched this year, and Crédito MICONSTRUCCION, do not continue to or are unable to garner wide acceptance or are not economically viable, we may not be able to achieve further growth or replicate historical returns in the future, which could adversely affect our business, financial condition and results of operations.

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As a participant in the secondary mortgage market, we provide intermediate financing mainly to large financial institutions, as well as municipal and rural banks. These banks and financial institutions then are able to provide mortgage loans to individuals at fixed rates and with attractive maturities, focusing on lower- and middle-income working families. Increased access to international capital markets, as well as the recent development of the Peruvian capital markets may provide alternative funding opportunities for the intermediary financial institutions that place our loans, reducing demand for our products. In addition, as we continue to prove the viability of our business model, other financial institutions may offer similar products, and as a result, we may face more intense competition from the traditional Peruvian banking system. Any such development could adversely affect our business, financial condition and results of operations.

Our ability to grow our loan portfolio may be limited by our sources of funding.

We are a state-owned fund that does not take deposits from the public. As a result, we can expand our business principally by incurring additional indebtedness, by capitalizing our annual net income, from government grants and through direct capitalization undertaken by the Peruvian state. Pursuant to the terms of our bylaws (estatuto social) and relevant provisions of Peruvian law, we automatically capitalize our net income for each fiscal year and deploy it to develop our business, after meeting certain legal requirements.

If we are unable to obtain funding from our current sources or if are not able to develop new sources of funding on favorable terms, our core business could be adversely affected.

The Peruvian government could in the future require us to make dividend payments to it without restrictions, which reduce the funds available for us to pay interest and principal on the notes.

Pursuant to Law No. 28579 and our bylaws, we are required to capitalize all of our annual net income after complying with certain legal reserve requirements, which allows us to fund our operations and expand our lending capacity. However, we cannot assure you that in the future the Peruvian government will not modify existing laws or our bylaws and require us to make distribute dividends to the government, thereby reducing the available funds to pay interest and principal on the notes.

We depend to a significant extent on support from the Peruvian government and any decision to withdraw or modify that support could materially and adversely affect us.

Principally because of our strong link to the economic and social development policies, the Peruvian government provides us substantial support for our operations, including through the capitalization of our net income in any fiscal year that is required by our bylaws and by applicable law. Over the past several years, government policies have emphasized the need to reduce the housing deficit that primarily affects the lower economic classes of the country. The administration of President Humala has announced a goal of reducing the quantitative and qualitative housing deficit by the end of his term. However, if the Peruvian government, either through policies of the current administration or any future president, modifies its social and economic policies to focus on other aspects of the economy rather than the promotion of home ownership, our business, financial condition or results of operations could be adversely affected.

Rapid loan growth and adverse economic conditions could have a material adverse impact on us by increasing our loan default rate.

Rapid loan growth may also reduce the ratio of past due loans to total loans until growth slows or the portfolio becomes more seasoned. Despite the global market crisis beginning in 2008, which reduced availability of funds in the Peruvian market, the balance of our portfolio with intermediary financial institutions that place our loans rose to S/.3,181.0 million as of December 31, 2012 from S/. 1,680.4 million as of December 31, 2010. Our provisions for loan losses as a percentage of our total loan portfolio decreased to 1.53% as of December 31, 2012 from 1.74% as of December 31, 2010, due to an increase of S/.1,500.6 million in our mortgage loan portfolio. Because many of our loans have long-term maturities, further increases in past due loans may develop as the loan portfolio becomes seasoned. This may result in increases in provision for loan losses, charge-offs and the ratio of past due loans to total loans. Although we believe our provisions for loan losses are adequate as of the date hereof

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for all known losses in our loan portfolio, as the quality of our loan portfolio is largely dependent on domestic and international economic conditions, adverse economic conditions could have a material adverse impact on us by increasing our loan default rate and requiring us to make larger provisions for loan losses and to negotiate or refinance certain existing loans to distressed intermediary financial institutions or the final borrower.

The value of our loan portfolio is linked to some extent to the value of the homes that underlie each mortgage loan originated under our lines of credit.

Our loan portfolio is linked to the value of the homes that guarantee each mortgage loan. These homes are generally susceptible to a variety of risks, including the possibility of claims of title defects, the risk of loss of employment by the underlying obligor, and the risk of total loss from unforeseen events such as fire, flooding or seismic activity. In addition, currently, our loan portfolio is significantly concentrated in geographic regions such as Lima, which represented approximately 65% of our loan portfolio at December 31, 2012. If a large proportion of homes in this area were to experience a major seismic impact, for instance the value of the mortgages underlying our loans could be materially and adversely affected. Any such occurrence could have an adverse impact on our business, financial condition and results of operations, especially as the intermediary financial institutions that place our loans and assume two-thirds of the risk of default could suffer a significant economic impact and could cease placing our products.

We may be subject to disruptions in some of our information technology operations and other activities provided by third-party service providers, which may adversely affect us.

Our information technology systems are essential for us to interact with our clients and conduct our internal operations. We also have a wide network of third-party service providers for supplementary services, such as information technology services, data processing and electronic recordkeeping. Any disruptions in our information technology systems or platforms or in these outsourced services may have an adverse effect on us by hindering our interaction with our clients and our normal internal operations. Such disruptions could be expensive to resolve and damage our reputation.

Different disclosure and accounting principles that apply specifically to us may provide you with different or less information about us than you would expect under IFRS or US GAAP.

Securities disclosure requirements in Peru differ from those applicable in the United States. Accordingly, the information about us available to you may not be the same as the information available to security holders of a US company. There may be less publicly available information about us than is regularly published about companies in the U.S. and certain other jurisdictions. We are not subject to the periodic reporting requirements of the Exchange Act and, therefore, are not required to comply with the information disclosure requirements that it imposes.

We prepare our annual financial statements and other financial information in accordance with applicable SBS GAAP, as such principles specifically apply to us. These principles differ in several significant respects from US GAAP and IFRS. A discussion of some of the principal differences among SBS GAAP, US GAAP and IFRS as they relate to us is included in Annex A. See also “Presentation of Financial and Certain Other Information.” However, we have not quantified the effects of such differences and therefore cannot assure you that we have identified all of the differences that are material.

Risks Relating to the Notes

Our obligations under the notes will be subordinated to certain statutory liabilities in the event of insolvency.

The notes will be our senior unsecured obligations and will be effectively subordinated in the event of liquidation to (1) labor claims, (2) tax claims, (3) all of our future secured indebtedness to the extent of the assets securing such indebtedness and (4) certain existing senior unsecured indebtedness incurred prior to the date of issuance of the notes, including certain existing unsecured indebtedness with Banco de la Nación, all of which are granted preferential treatment under Peruvian law. See “Regulatory—Intervention by the SBS and liquidation.”

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Under Peruvian Banking Law, future depositors, if any, would have priority of payment in the event of our liquidation over the holders of the notes. In addition, we are not restricted under the indenture governing the notes from incurring additional debt, including secured debt. The holders of any secured debt would have priority of payment in the event of our liquidation over holders of the notes to the extent of the collateral securing such debt.

As of December 31, 2012, we had no secured indebtedness and (in addition to the notes issued hereby) approximately S/. 213.7 million of unsecured indebtedness outstanding with Banco de la Nación, all of which by operation of Peruvian Banking Law would have priority of payment in the event of our liquidation.

The notes constitute a new issue of securities for which there is no existing market, and we cannot assure you that you will be able to sell your notes in the future.

The notes constitute a new issue of securities for which there is no existing market, and we cannot assure you that in the future a market for the notes will develop, which may limit the ability of holders of notes to sell their notes or reduce the price for which such holders may be able to sell their notes. Although application has been made for the notes to be listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, we cannot assure you that a trading market for the notes will develop, or if a trading market does develop, that it will be maintained.

If such market were to develop, the notes could trade at prices that may be lower than the face value of the notes, depending on many factors including some beyond our control. Furthermore, the liquidity of, and trading market, if any, for the notes may be adversely affected by changes in interest rates and by volatility in the market for similar securities as well as by any changes in our business, financial condition or results of operations.

The notes are subject to transfer restrictions.

The notes have not been registered under the Securities Act or any U.S. state securities laws or the laws of any other jurisdiction (other than Peru). As a result, the notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Such exemption includes offers and sales that occur outside the Unites States in compliance with Regulation S under the Securities Act in accordance with any applicable securities laws of any other jurisdiction. In Peru, the notes are subject to transfer and resale restrictions and shall not be transferred or resold except as permitted under SMV Resolution No. 079-2008-EF/94-01.1. For a discussion of certain restrictions on resale and transfer, see “Transfer Restrictions” and “Plan of Distribution.”

We may be unable to satisfy our note purchase obligations upon a change of control.

Upon the occurrence of a change of control, each holder of the notes may require us to purchase all or a portion of such holder’s notes at a purchase price equal to 101% of the aggregate principal amount of such holder’s notes, together with accrued and unpaid interest, if any, to the date of purchase. In such event, we may not have the financial resources sufficient to purchase all of the notes and our other indebtedness that might become payable upon the occurrence of a change of control.

We may choose to redeem the notes and you may be unable to reinvest the proceeds at the same or a higher rate of return.

We may redeem the notes, in whole but not in part, at any time, at a redemption price equal to the greater of 100% of the outstanding principal amount of the notes and a “make-whole” amount, in each case plus accrued and unpaid interest to the date of redemption. See “Description of the Notes—Optional Redemption—Make-whole redemption.” Additionally, in the event of certain changes in tax laws, we will have the right to redeem the notes prior to their maturity at a price equal to 100% of their outstanding principal amount plus accrued and unpaid interest and additional amounts, if any. See “Description of the Notes—Optional Redemption—Tax redemption.” We may choose to redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate as high as that of the notes.

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Enforcing your rights as a holder of notes in Peru may be more difficult than in other jurisdictions.

Your rights under the notes will be subject to the insolvency and administrative laws of Peru and we cannot assure you that you will be able to effectively enforce your rights in such bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of Peru may be materially different from, or in conflict with, each other, including in the areas of rights of creditors, priority of government entities and related-party creditors and ability to obtain post bankruptcy filing loans or to pay interest. The application of these laws, or any conflict among them, could call into question what and how Peruvian laws should apply. The laws of Peru may not be as favorable to your interests as the laws of jurisdictions with which you are familiar. Such issues may adversely affect your ability to enforce your rights under the notes in Peru, as the case may be, or limit any amounts that you may receive.

In addition, the ability of holders of notes to institute bankruptcy proceedings against us in Peru, where almost all of our assets and operations are located, is currently not guaranteed by Peruvian law. Therefore, we cannot assure you that the holders of notes will have the right directly (or indirectly through the trustee) to institute bankruptcy proceedings against us in Peru if we default on the notes.

Our loan portfolio is held in a trust administered by COFIDE and noteholders may not have a direct claim over such assets in the event of our bankruptcy.

Substantially all of our loans are placed through the COFIDE trust to intermediary financial institutions. The related cash flow generated from these loan assets are administered through a trust structure, whereby COFIDE acts as the trustee. Under Peruvian law, assets held in trust, such as our loans, are considered to be bankruptcy remote. As a result, in the event of a bankruptcy proceeding involving us, our creditors, including holders of the notes offered hereby, will not have a direct claim to the assets held by the COFIDE trust. The funds available in the COFIDE trust will be used to amortize outstanding debts of the trust, first principal and then interest.

The perception of higher risk in other countries, especially in emerging economies, may adversely affect the Peruvian economy, our business and the market price of Peruvian securities issued by Peruvian issuers, including the notes.

Emerging markets like Peru are subject to greater risks than more developed markets, and financial turmoil in any emerging market could disrupt business in Peru and adversely affect the price of the notes. Moreover, financial turmoil in any important emerging market country may adversely affect prices in stock markets and prices for debt securities of issuers in other emerging market countries as investors move their money to more stable, developed markets. An increase in the perceived risks associated with investing in emerging markets could dampen capital flows to Peru and adversely affect the Peruvian economy in general, and the interest of investors in the notes, in particular in Peru. We cannot assure you that the value of the notes will not be negatively affected by events in other emerging markets or the global economy in general.

We cannot assure you that the credit ratings for the notes will not be lowered, suspended or withdrawn by the rating agencies.

The credit ratings of the notes may change after issuance. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. An explanation of the significance of such ratings may be obtained from the rating agencies. We cannot assure you that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in the judgment of such rating agencies, circumstances so warrant. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price and marketability of the notes.

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USE OF PROCEEDS

The net proceeds from the sale of the notes were approximately US$ 494.4 million after deduction of certain expenses (including deduction of fees and commissions payable to the initial purchasers). We intend to use the net proceeds from this offering for general corporate purposes.

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EXCHANGE RATE INFORMATION

Peruvian law does not impose any restrictions on the ability of companies with operations in Peru to transfer foreign currencies from Peru to other countries, to convert nuevos soles into any foreign currency or to convert any foreign currency into nuevos soles. Companies may freely remit interest and principal payments abroad and investors may repatriate capital from liquidated investments. Peruvian law in the past imposed restrictions on the conversion of Peruvian currency and the transfer of funds abroad, however, we cannot assure you that Peruvian law will continue to permit such payments, transfers, conversions or remittances without restrictions.

The following table sets forth the high, low, average and period-end exchange rates for the periods indicated, expressed in nuevos soles per US dollar. Exchange rates are derived from the selling rate exchange rates reported by the SBS for nuevos soles per US dollar.

Nuevos soles per US dollar High Low Average Period-End

Year ended December 31, 2008 .............................................................. 3.157 2.693 2.924 3.140 2009 .............................................................. 3.259 2.852 3.012 2.890 2010 .............................................................. 2.883 2.787 2.825 2.809 2011 .............................................................. 2.833 2.694 2.755 2.696 2012 .............................................................. 2.709 2.550 2.639 2.550 August 2012 .................................................. 2.629 2.610 2.617 2.610 September 2012 ............................................ 2.611 2.594 2.603 2.598 October 2012 ................................................ 2.602 2.578 2.588 2.592 November 2012 ............................................ 2.616 2.579 2.599 2.579 December 2012 ............................................. 2.581 2.550 2.567 2.550 January 2013 (through January 15, 2013) .... 2.551 2.541 2.547 2.541 Source: SBS

On January 15, 2013, the exchange rate as reported by the SBS was S/.2.541 per US dollar.

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CAPITALIZATION

The following table sets forth our total capitalization as of December 31, 2012. This table should be read in conjunction with “Selected Financial Information,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in these listing particulars.

As of December 31, 2012

(S/. in

thousands) (US$ in thousands) Borrowings: Due to banks and correspondents .......................... 213,703 83,805 Notes offered hereby ............................................. 1,275,000 500,000 Total borrowings.................................................. 1,488,703 583,805 Capital and reserves: Capital Stock: Paid-in capital ........................................................ 2,968,160 1,163,984 Retained earnings and reserves: Legal reserves ........................................................ 34,117 13,379 General and specific allowances for accounts

receivable (Trust Agreement – COFIDE) ......... 48,590 19,055

Total paid-in capital and reserves ...................... 3,050,867 1,196,418

Total capitalization (1) ........................................ 4,539,569 1,780,223

(1) Capitalization is calculated as total borrowings plus total paid-in capital and reserves.

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SELECTED FINANCIAL INFORMATION

The following tables set forth certain of our financial information, and should be read in conjunction with our financial statements, including the notes thereto, prepared in accordance with SBS GAAP, which are included in these listing particulars, as well as the information included in “Presentation of Financial and Certain Other Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results included below and elsewhere in these listing particulars are not necessarily indicative of future performance.

The income statement data for the years ended December 31, 2012, 2011 and 2010, and the balance sheet data as of December 31, 2012 and 2011 are derived from our audited financial statements and related notes, which are included in these listing particulars. We prepare our annual financial statements and other financial information in accordance with applicable SBS GAAP, as such principles specifically apply to us. These principles differ in several significant respects from US GAAP and IFRS. A discussion of some of the principal differences among SBS GAAP, US GAAP and IFRS as they relate to us is included in Annex A. See also “Presentation of Financial and Certain Other Information.” However, we have not quantified the effects of such differences and therefore cannot assure you that we have identified all of the differences that are material.

For the years ended December 31,

2012 2012 2011 2010

(US$ in

thousands) (S/. in thousands) STATEMENTS OF INCOME Financial income ....................... 85,782 218,743 206,118 171,945 Financial expenses ..................... (20,619) (52,577) (60,505) (47,008) Gross financial margin ............ 65,163 166,166 145,613 124,936 Allowance for doubtful accounts

(Trust Agreement-COFIDE) (8,970) (22,874) (12,343) (13,300) Net financial margin ................ 56,193 143,292 133,270 111,637 Financial services revenues ....... 688 1,754 2,695 2,248 Financial services expenses ....... (27) (69) (144) (245) Operating margin .................... 56,854 144,977 135,820 113,640 Administrative expenses ............ (12,827) (32,710) (30,122) (33,252) Net operating margin .............. 44,026 112,267 105,698 80,388 Depreciation of property, furniture

and equipment ....................... (207) (527) (590) (480) Amortization of intangibles assets (59) (150) (234) (183) Allowance for other doubtful

accounts ................................. (124) (317) (1,394) (343) Other provisions ........................ (353) (901) (299) (409) Operating income .................... 43,283 110,372 103,181 78,973 Other income, net ...................... 7,053 17,985 10,161 8,406 Income before income tax ....... 50,336 128,357 113,342 87,379Income tax ................................. (14,391) (36,697) (30,318) (18,713)

Net income ................................ 35,945 91,660 83,023 68,666

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As of December 31,

BALANCE SHEET DATA 2012 2011 2010 (S/. in thousands)

Assets Cash and due from banks:

Deposits in the Peruvian Central Bank ........................... 2 1,140 1,573 Deposits in domestic banks ............................................. 339,766 155,910 560,060 Accrued yields on cash and due from banks ................... 709 179 5,024 Other cash ....................................................................... — — —

Total cash and due from banks ........................................ 340,476 157,229 566,657 Available-for-sale and held-to-maturity investments .......... — 205,102 448,864 Accounts receivable, net (Trust Agreement –

COFIDE) ........................................................................ 3,144929 2,427,676 1,660,227 Other accounts receivable, net ............................................ 70,518 399,991 380,662 Derivative financial instruments ......................................... 5,753 10,061 252 Property, furniture and equipment, net ............................... 1,356 1,835 2,362 Deferred income tax ........................................................... 7,210 1,737 706 Other assets, net .................................................................. 3,234 3,166 8,467

Total assets ........................................................................ 3,573,477 3,206,797 3,068,197

Liabilities Obligations with the public ................................................. 10,083 11,058 275 Due to banks and correspondents........................................ — — — Due to banks and financial obligations 215,597 — — Derivative financial instruments ......................................... — 47 5,208 Other accounts payable ....................................................... 241,467 190,841 146,750 Provisions and other liabilities ............................................ 11,392 2,221 2,739 Total liabilities ................................................................... 478,538 204,167 154,972

Shareholder’s equity Capital stock ....................................................................... 2,968,160 2,889,344 2,831,257 Additional capital ................................................................ 34 34 34 Legal reserve ....................................................................... 34,117 25,815 19,361 Unrealized results ............................................................... 967 319 (5,864) Retained earnings ................................................................ 91,660 87,118 68,436

Total shareholder’s equity ............................................... 3,094,939 3,002,630 2,913,225

Total liabilities and shareholder’s equity ........................ 3,573,477 3,206,797 3,068,197

For the years ended December 31,

2012 2011 2010 STATEMENT OF CASH FLOWS (S/. in thousands) Net cash from operating activities .......... 496,297 103,428 103,633 Net cash used in investment activities .... (166) (199) (1,985) Net cash used in financing activities ...... (262,883) (53,657) (117,509) Net increase (decrease) in cash and cash

equivalents ........................................ 233,247 49,572 (15,860) Balance of cash and cash equivalents at

beginning of period............................ 107,229 57,657 73,517 Balance of cash and cash equivalents at

beginning of period ........................... 340,476 107,229 57,657

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SELECTED STATISTICAL INFORMATION

The following information relating to us is included for analytical purposes and should be read in conjunction with our financial statements appearing elsewhere in these listing particulars as well as with the

sections “Presentation of Financial Information and Certain Other Information,” “Selected Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Interest-earning Assets and Interest-bearing Liabilities

The table below sets forth, by currency of denomination, our average balances and, where applicable, interest earned on interest-earning assets and interest paid on interest-bearing liabilities for the years ended

December 31, 2012, 2011 and 2010. Except as otherwise indicated, average balances, when used, have been classified by currency (nuevos soles or US dollars), regardless of the domestic or international origin of the relevant

balances. The average balance information for the full fiscal year has been calculated as the sum of month-end balances of any such year and the last-month end balance of the immediately preceding year divided by thirteen.

Nominal average interest rates have been calculated by dividing interest earned on assets or paid on liabilities by the corresponding average balances on such assets or liabilities. In addition, accounts receivable (Trust Agreement –

COFIDE) are presented before deducting the allowance for doubtful accounts.

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For the year ended December 31,

2012 2011 2010

Average Balance Interest Earned/ Paid

Nominal Average

Rate Average Balance

Interest Earned/

Paid

Nominal Average

Rate Average Balance

Interest Earned/

Paid

Nominal Average

Rate (S/. in thousands, except for percentages) Interest-earning assets Cash and due from banks Nuevos soles ............................................ 317,627 13,739 4.33% 390,634 16,168 4.14% 430,949 11,328 2.63% Foreign currency ..................................... 16,083 178 1.11% 7,114 42 0.59% 5,922 25 0.42%

Total ....................................................... 333,710 13,918 4.17% 397,749 16,210 4.08% 436,871 11,353 2.60% Available-for-sale and

held-to-maturity investments

Nuevos soles ............................................ 163,951 7,159 4.37% 279,007 7,655 2.74% 816,957 41,998 5.14% Foreign currency ..................................... –– –– –– –– –– ––

Total ....................................................... 163,951 7,159 4.37% 279,007 7,655 2.74% 816,957 41,998 5.14% Accounts receivable (Trust

Agreement – COFIDE)

Nuevos soles ............................................ 2,358,023 137,748 5.84% 1,519,053 91,250 6.01% 748,971 46,836 6.25% Foreign currency ..................................... 479,553 22,206 4.63% 568,251 26,442 4.65% 650,996 30,318 4.66%

Total ....................................................... 2,837,576 159,955 5.64% 2,087,304 117,692 5.64% 1,399,967 77,154 5.51% Accounts receivable from CRC

and PBP trusts funds

Nuevos soles ............................................ 202,004 10,258 5.08% 379,754 20,628 5.43% 363,761 19,924 5.48% Foreign currency ..................................... 0 — — — — — —

Total ....................................................... 202,004 10,258 5.08% 379,754 20,628 5.43% 363,761 19,924 5.48% Other accounts receivable Nuevos soles ............................................ 15,819 317 2.00% 16,560 481 2.91% 17,285 444 2.57% Foreign currency ..................................... — — — — — —

Total ....................................................... 15,819 317 2.00% 16,650 481 2.91% 17,285 444 2.57% Total interest-earning assets Nuevos soles ............................................ 3,057,423 169,222 5.53% 2,585,009 136,181 5.27% 2,377,922 120,530 5.07% Foreign currency ..................................... 495,636 22,385 4.52% 575,365 26,484 4.60% 656,919 30,342 4.62%

Total ....................................................... 3,553,059 191,607 5.39% 3,160,374 162,666 5.15% 3,034,840 150,873 4.97% Interest-bearing liabilities Due to banks and correspondents Nuevos soles ............................................ — — — — — — Foreign currency ..................................... — — — — — —

Total ....................................................... — — — — — — Total interest-bearing liabilities Nuevos soles ............................................ — — — — — — Foreign currency ..................................... 245,209 4,973 2.21% — — — — — —

Total ....................................................... 245,209 4,973 2.21% — — — — — —

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Non-Interest-Earning Assets and Non-Interest-Bearing Liabilities

The following table sets forth, by currency of denomination, average balances for our non-interest-earning assets and non-interest-bearing liabilities and shareholder’s equity for the years ended December 31, 2012, 2011 and 2010.

For the year ended December 31,

2012 2011 2010

Average Balance Average Balance Average Balance (S/. in thousands)Non-interest-earning assets Provisions for doubtful accounts receivable (Trust Agreement – COFIDE) Nuevos soles ............................................. (22,372) (15,355) (8,186) Foreign currency ....................................... (16,681) (16,702) (17,171)

Total ......................................................... (39,053) (32,056) (25,357)

Other non-interest-earning assets Nuevos soles ............................................. 13,281 25,254 26,087 Foreign currency ....................................... 731 762 636

Total ......................................................... 14,012 26,016 26,722

Total non-interest-earning assets Nuevos soles ............................................. (9,091) 9,899 17,900 Foreign currency ....................................... (15,950) (15,940) (16,535)

Total ......................................................... (25,041) (6,041) 1,365

Non-interest-bearing liabilities Other liabilities Nuevos soles ............................................. 242,369 207,213 149,397 Foreign currency ....................................... 3,442 2,568 2,968

Total ......................................................... 245,811 209,782 152,365

Shareholder’s equity Nuevos soles ............................................. 3,039,096 2,944,551 2,883,840 Foreign currency ....................................... — — —

Total ......................................................... 3,039,096 2,944,551 2,883,840

Total non-interest-bearing liabilities and shareholder’s equity

Nuevos soles ............................................. 3,281,465 3,151,765 3,033,237 Foreign currency ....................................... 3,442 2,568 2,968

Total ......................................................... 3,284,907 3,154,333 3,036,206

Changes in Interest-Earning Assets and Interest-Bearing Liabilities

The following table sets forth, by currency of denomination, changes in our interest revenue and expenses between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective nominal interest rates from December 31, 2012 compared to December 31, 2011 and December 31, 2011 compared to December 31, 2010. Volume and rate variances have been calculated based on movements in average monthly balances and changes in nominal interest rates, average interest-earning assets and average interest-bearing liabilities. The net change attributable to changes in both volume and rate has been allocated proportionately to the change attributable to volume and the change attributable to rate.

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December 31, 2012 compared to December 31, 2011 2011 com

Increase (Decrease) Due to Changes in: Increase Rate Volume Net Change Rate Interest-earning assets (S/. in thousands) Cash and due from banks Nuevos soles ..................................................................... 730 (3,158) (2,428) 6,508 Foreign currency .............................................................. 37 100 137 10

Total ................................................................................. 767 (3,059) (2,292) 6,518 Available-for-sale and held-to-maturity investments Nuevos soles ..................................................................... 4,528 (5,024) (496) (19,585) Foreign currency .............................................................. 0 0 0 —

Total ................................................................................. 4,528 (5,024) (496) (19,585) Accounts receivable (Trust Agreement – COFIDE) Nuevos soles ..................................................................... (2,511) 49,010 46,499 (1,845) Foreign currency .............................................................. (128) (4,107) (4,236) (25)

Total ................................................................................. (2,640) 44,903 42,263 (1,870) Accounts receivable from CRC-PBP trust funds Nuevos soles ..................................................................... (1,343) (9,027) (10,370) (164)Foreign currency .............................................................. 0 0 0 —

Total ................................................................................. (1,343) (9,027) (10,370) (164)Other Accounts receivable Nuevos soles ..................................................................... (150) (15) (164) 58 Foreign currency .............................................................. 0 0 0 —

Total ................................................................................. (150) (15) (164) 58 Total interest-earning assets Nuevos soles ..................................................................... 1,254 31,786 33,040 (15,028) Foreign currency .............................................................. (91) (4,008) -4,099 (15)

Total ................................................................................. 1,163 27,779 28,941 (15,043) Interest-bearing liabilities Due to banks and correspondents Nuevos soles ..................................................................... — Foreign currency .............................................................. —

Total ................................................................................. — Total interest-bearing liabilities Nuevos soles ..................................................................... Foreign currency .............................................................. 0 4,973 4,973 —

Total ................................................................................. 0 4,973 4,973 —

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Changes in Non-Interest Earning Assets and Non-Interest Bearing Liabilities

The following table sets forth, by currency of denomination, changes in average balances for our non-interest earning assets and non-interest bearing liabilities as of December 31, 2012 compared to December 31, 2011 and December 31, 2010 compared to December 31, 2011.

December 31, December 31,

2012 compared to December 31, 2011

2011 compared to December 31, 2010

Changes in Average

Balance Changes in Average

Balance (S/. in thousands) Non-interest earning assets Provisions for doubtful accounts receivable Nuevos soles ................................................................. (8,973) (7,168) Foreign currency ........................................................... 263 469

Total ............................................................................. (8,709) (6,699) Other non-interest earning assets Nuevos soles ................................................................. (8,579) (833) Foreign currency ........................................................... 2 126

Total ............................................................................. (8,576) (707) Total non-interest-earning assets Nuevos soles ................................................................. (17,552) (8,001) Foreign currency ........................................................... 266 595

Total ............................................................................. (17,286) (7,406) Other liabilities Nuevos soles ................................................................. 61,155 57,816 Foreign currency ........................................................... 1,099 (400)

Total ............................................................................. 62,255 57,416 Shareholder’s equity Nuevos soles ................................................................. 106,774 60,711 Foreign currency ........................................................... 0 —

Total ............................................................................. 106,774 60,711 Total non-interest-bearing liabilities and

shareholder’s equity Nuevos soles ................................................................. 167,929 118,527 Foreign currency ........................................................... 1,099 (400)

Total ............................................................................. 169,029 118,128

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Interest-Earning Assets: Net Interest Margin and Yield Spread

The following table sets forth for each of the periods indicated, by currency of denomination, our levels of average interest-earning assets, net interest income, gross yield, net interest margin and yield spread, all on a nominal basis.

For the year ended December 31, 2012 2011 2010 (S/. amounts in thousands) Average interest-earning assets Nuevos soles .................................. 3,057,423 2,585,009 2,377,922 Foreign currency ............................ 495,636 575,365 656,919 Total .............................................. 3,553,059 3,160,374 3,034,840

Net interest income (1) Nuevos soles .................................. 169,222 136,181 120,530 Foreign currency ............................ 17,412 26,484 30,342 Total .............................................. 186,634 162,666 150,873

Gross yield (2) Nuevos soles .................................. 7.4% 5.3% 5.1% Foreign currency ............................ 6.0% 4.6% 4.6% Total .............................................. 5.4% 5.1% 5.0%

Net interest margin (3) Nuevos soles .................................. 7.4% 5.3% 5.1% Foreign currency ............................ 4.7% 4.6% 4.6% Total .............................................. 5.2% 5.1% 5.0%

Yield spread (4) Nuevos soles .................................. 7.4% 5.3% 5.1% Foreign currency ............................ 5.9% 4.6% 4.6%

Total .............................................. 5.% 5.1% 5.0% (1) Net interest income is defined as interest revenue earned less interest expense incurred. (2) Gross yield is defined as interest income divided by average interest-earning assets. (3) Net interest margin is defined as net interest income divided by average interest-earning assets. (4) Yield spread, on a nominal basis, represents the difference between gross yield on average interest-earning assets and average cost of

interest-bearing liabilities.

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Investment Portfolio

The following table sets forth our available-for-sale and held-to-maturity investments by type as of the dates indicated. For more information on our investment portfolio, see note 3 of the notes to our unaudited interim financial statements and note 3 of the notes to our audited financial statements included elsewhere in these listing particulars.

As of December 31,

2012 2011 2010

(S/. in

thousands)

% (S/. in

thousands)

% (S/. in

thousands)

% Available-for-sale investments Peruvian sovereign bonds .......................................................................... - - 1,169 0.57 277,135 61.74 Corporate bonds ......................................................................................... - - 12,437 6.06 122,430 27.28 Negotiable bank certificates ...................................................................... - - — — 40,505 9.02 13,607 6.63 440,071 98.04 Held-to-maturity investments Negotiable bank certificates issued by the Peruvian Central Bank ............ - - 190,232 92.75 — —

Accrued interest ...................................................................................... - - 1,263 0.62 8,792 1.96

Total investments ..................................................................................... - - 205,102 100.00 448,864 100.00

The weighted-average yield on our dividend-earning investment portfolio was 5.10% in 2010, 5.75% in 2011 and 0% in 2012 because we did not have any debt instruments.

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The following tables set forth the maturities of our investments in securities by type as of December 31, 2012, 2011 and 2010.

As of December 31, 2012

1 – month 1 – 3

months 3 months –

1 year 1 – 5 years 5 – 10 years After 10

years Total (S/. in thousands) Certificate of deposit (Peruvian Central Bank) ...........

Total ...........................................................................

Percentage of total .................................................... 100.00% 100.00% As of December 31, 2011

1 – month 1 – 3

months 3 months –

1 year 1 – 5 years 5 – 10 years After 10

years Total (S/. in thousands) Peruvian sovereign bonds ........................................... — — — — 1,173 1,172 Corporate bonds .......................................................... — 10,575 — — 2,043 — 12,618 Certificate of deposit (Peruvian Central Bank) ........... 114,865 54,702 21,745 — — — 191,312

Total ........................................................................... 114,865 65,277 21,745 — 3,215 — 205,102 Percentage of total .................................................... 56.00% 31.83% 10.60% — 1.57% — 100.00% As of December 31, 2010

1 – month 1 – 3

months 3 months –

1 year 1 – 5 years 5 – 10 years After 10

years Total (S/. in thousands) Peruvian sovereign bonds ........................................... — — — — 132,898 150,068 282,966 Corporate bonds .......................................................... 15,237 10,297 46,630 50,382 2,032 — 124,579 Certificate of deposit (Peruvian Central Bank) ........... — — 41,318 — — — 41,318

Total ........................................................................... 15,237 10,297 87,948 50,382 134,930 150,068 448,864 Percentage of total .................................................... 3.40% 2.30% 19.59% 11.22% 30.06% 33.43% 100.00%

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Accounts receivable from CRC-PBP trusts

The following table sets forth the composition of the two CRC-PBP trusts, one denominated in nuevos soles and the other in US dollars on the dates indicated. For more information regarding the trust funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

For the year ended December 31,

2012 2011 2010 CRC-PBP

Nuevos soles % CRC-PBP US Dollars %

CRC-PBP Nuevos soles %

CRC-PBP US Dollars %

CRC-PBP Nuevos soles %

CRC-PBP US Dollars %

(S/. and US$ amounts in thousands) Cash and due from banks ................. 3,338 10.63 9,883 27.52 54,956 17.58 36,647 43.80 56,617 19.23 41,617 52.91

Available-for-sale investments ........ 23,324 74.29 5,691 15.85 43,371 13.87 5,281 6.31 181,081 61.49 20,138 25.60

Held-to-maturity investments .......... 4,734 15.08 19,710 54.89 214,144 68.50 40,531 48.44 56,062 19.04 16,727 21.27

Derivative financial products ........... 623 1.74 — — 882 1.05 — — 170 0.22

Other accounts receivable ................ 155 0.05 331 0.40 724 0.25 — —

Total ................................................. 31,396 100.00 35,907 100.00 312,626 100.00 83,672 100.00 294,483 100.00 78,648 100.00

We have internal policies to undertake a quarterly review of the assets available in the CRC-PBP trusts and report our recommendations and analysis to our Risk Committee. The calculations to establish the required asset value in the trusts is based on the present value of the net cash flows generated by the trusts. Net cash flows is defined as the difference between commission income and the net payments made on the CRC coverage and the good payer award.

As of December 31, 2012, the portfolio of assets in the nuevos soles trust was mainly composed of bonds issued by private issuers, which represented 89.4% of the total investment portfolio. The average return on the investment portfolio in the nuevos soles trust was 5.9% as of December 31, 2012, 0.08% higher than as of December 31, 2011. Likewise, the portfolio of assets in the US dollars trust was mainly composed of bonds issued by corporate issuers, which represented 70.7% of the total investment portfolio. The average return of the investment portfolio in the dollar trust was 5.02% as of December 31, 2012, 0.99% higher than the 4.03% recorded as of December 31, 2011, as a result of higher held-to-maturity assets and marking-to-market of assets in such portfolio.

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Accounts receivable (Trust Agreement – COFIDE)

The following table sets forth our accounts receivable by product to the intermediary financial institutions that originate our loans, at the dates indicated.

As of December 31, 2012 2011 2010

(S/. in thousands) %

(S/. in

thousands) % (S/. in

thousands) %

Nuevo Crédito MIVIVIENDA .......................... 2,398,983 75% 1,555,029 63% 705,573 42% MIVIVENDA Tradicional ................................. 475,378 15% 572,207 23% 669,971 40% Crédito Proyecto MIHOGAR ............................ 152,523 5% 187,377 8% 201,132 12% Crédito Complementario Techo Propio ............. 130,550 4% 116,934 5% 82,134 5% MIVIVIENDA Estandarizado ........................... 17,820 1% 19,692 1% 21,564 1% Crédito MICONSTRUCCION ........................... 5,752 0% — — — —

Total .................................................................. 3,181,006 100% 2,451,239 100% 1,680,374 100%

Accounts receivable (Trust Agreement – COFIDE) by intermediary financial institution

The following table sets forth our accounts receivable by intermediary financial institution, at the dates indicated.

As of December 31, 2012 2011 2010

(S/. in thousands) %

(S/. in

thousands) % (S/. in

thousands) %

Banco Internacional del Perú – INTERBANK . 885,796 28 647,961 26% 406,593 24% Banco de Crédito del Perú ................................ 805,475 25 632,944 26% 389,429 23% Banco BBVA Continental ................................ 446,587 14 337,646 14% 203,347 12% Scotiabank ........................................................ 286,202 9 252,000 10% 195,599 12% Banco Financiero del Perú ................................ 218,776 7 187,374 8% 162,292 10% Others ............................................................... 538,170 17 393,314 16% 323,114 19%

Total ................................................................. 3,181,006 100% 2,451,239 100% 1,680,374 100%

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Accounts receivable (Trust Agreement – COFIDE) by maturity

The following table sets forth our accounts receivable by maturity as of December 31, 2012.

As of December 31, 2012

1 month 1-3 months 3-6 months 6 months - 1 year 1 - 5 years after 5 years Total (S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) %

Nuevo Crédito MIVIVIENDA ............ 9,980 44.5 22,249 48.2 29,562 58.3 62,687 65.3 763,660 69.1 1,510,845 81.2 2,398,983 75.4

MIVIVENDA Tradicional ................... 10,447 46.6 19,697 42.7 15,172 29.9 21,679 22.6 204,756 18.5 203,627 10.9 475,378 14.9

MIHOGAR .......................................... 1,083 4.8 2,178 4.7 3,048 6.0 6,390 6.7 77,203 7.0 62,622 3.4 152,523 4.8 Crédito Complementario Techo

Propio ............................................... 731 3.3 1,592 3.4 2,163 4.3 4,425 4.6 49,162 4.4 72,478 3.9 130,550 4.1

MIVIVIENDA Estandarizado ............. 144 0.6 349 0.8 581 1.1 558 0.6 6,902 0.6 9,287 0.5 17,820 0.6

MICONSTRUCCION ......................... 48 0.2 105 0.2 147 0.3 303 0.3 3,451 0.3 1,698 0.1 5,752 0.2

Total .................................................... 22,432 100.0 46,170 100.0 50,673 100.0 96,042 100.0 1,105,133 100.0 1,860,557 100.0 3181006 100.0

Accounts receivable (Trust Agreement – COFIDE) by currency

The following table sets forth the accounts receivable by currency as of the dates indicated.

As of December 31,

2012 2011 2010

(S/. in thousands)

In S/. In US$ Total In S/. In US$ Total S/. US$ Total

Nuevo Crédito MIVIVIENDA ................................................................ 2,398,983 — 2,398,983 1,555,029 — 1,555,029 705,573 — 705,573

MIVIVENDA Tradicional ....................................................................... 51,920 423,458 475,378 61,305 510,902 572,207 69,583 600,388 669,971

MIHOGAR .............................................................................................. 152,523 — 152,523 187,377 — 187,377 201,132 — 201,132

Crédito Complementario Techo Propio ................................................... 125,978 4,572 130,550 111,514 5,420 116,934 75,816 6,317 82,134

MIVIVIENDA Estandarizado ................................................................. 17,820 — 17,820 19,692 — 19,692 21,564 — 21,564

MICONSTRUCCION ............................................................................. 5,752 — 5,752 — — — — — —

Total ......................................................................................................... 2,752,976 428,030 3,181,006 1,934,917 516,322 2,451,239 1,073,668 606,705 1,680,374

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Accounts receivable (Trust Agreement – COFIDE) by type of interest rate

The following table sets forth our accounts receivable (Trust Agreement – COFIDE) by type of interest rate as of the dates indicated.

As of December 31,

2012 2011 2010

(S/. in

thousands) %

(S/. in thousands)

% (S/. in

thousands) %

S/. Fixed interest rate ...................... 2,701,056 84.91 1,873,612 76.44 1,004,085 59.75

US$ fixed interest rate .................... 428,030 13.46 516,322 21.06 606,705 3.61

S/. Vac rate (1) ............................... 51,920 1.63 61,305 2.50 69,583 4.14

Total ............................................... 3,181,006 100.00 2,451,239 100.00 1,680,374 100.00

_____________________ (1) Interest rate is adjusted daily based upon the Daily Readjustment Index published by the Peruvian Central Bank.

Allowance for doubtful accounts

Our allowance for doubtful accounts is recorded in accordance with SBS regulations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Critical Accounting Policies–– Allowance for doubtful accounts” for a description of the guidelines and procedures used in the review of our accounts receivable portfolio and the calculation of our allowance for credit risk. The following table presents our allowances for doubtful accounts.

As of December 31,

2012

2011 2010

(S/. in thousands) % (S/. in

thousands) % (S/. in

thousands) %

34,222

Balance at beginning of period ......................... 70.43 29,249 85.47 25,661 87.73 Allowance recognized as expense of the

period ............................................................. 22,874 47.08 12,343 36.07 13,300 45.47 Reversals ........................................................... (7,587) (15.61) (6,685) (19.53) (9,216) (31.51)Net exchange difference .................................... (920) (1.89) (686) (2.01) (496) (1.70)

Balance at end of period .................................... 48,590 100.00 34,222 100.00 29,249 100.00

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Allowance by product and Credit Risk Coverage

The tables below set forth information regarding the CRC coverage of all our mortgage loan products, including certain products that have been discontinued. We initiate CRC coverage for our loans only upon constitution of a valid mortgage on the underlying property being financed. Prior to our introduction of the Nuevo Crédito MIVIVENDA product in 2009, our principal loan product was MIVIVIENDA Tradicional. As the homes financed under this loan program are completed, the corresponding mortgages are registered as they become eligible for CRC coverage. That explains why most of the balances of our MIVIVIENDA Tradicional loans have CRC coverage. As our Nuevo Crédito MIVIVENDA loans are used to finance properties that are still in development, most of the properties are not yet eligible for CRC coverage as they do not yet have the individualized title applicable to each residential property. As such, the intermediary financial institution that originates the loan retains 100% of the risk until the mortgage is recorded. This explains the discrepancy in relative CRC coverages that are reflected in the tables below.

For the year ended December 31, 2012

Without

CRC With CRC Total

(S/. in thousands)

Nuevo Crédito MIVIVENDA .................. 20,313 3,779 24,092

MIVIVIENDA Tradicional ...................... 3,047 13,471 16,518

Crédito Complementario Techo Propio ... 2,984 1,497 4,481MIHOGAR .............................................. 1,365 1,560 2,925

MIVIVIENDA Estandarizado ................. 101 201 302

Crédito MI CONSTRUCCION ................ 271 0 271

Total ......................................................... 28,081 20,508 48,589

For the year ended December 31, 2011 For the year ended December 31, 2010

Without

CRC With CRC Total

Without CRC

With CRC Total

(S/. in thousands)

Nuevo Crédito MIVIVENDA .................. 11,556 818 12,374 5,844 77 5,921

MIVIVIENDA Tradicional ...................... 3,855 13,090 16,945 4,196 15,179 19,375

Crédito Complementario Techo Propio ... 1,675 494 2,169 1,394 122 1,516

MIHOGAR .............................................. 1,498 932 2,430 1,814 337 2,151

MIVIVIENDA Estandarizado ................. 118 186 304 136 150 286

Crédito MI CONSTRUCCION ................ — — — — — —

Total ......................................................... 18,702 15,520 34,222 13,385 15,864 29,249

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Allowance by intermediary financial institution

For the year ended December 31, 2012

Without CRC With CRC Total

(S/. in thousands)

Banco de Crédito del Perú ........................ 6,637 6,459 13,096 Banco Internacional del Perú – INTERBANK ......................................... 5,524 4,546 10,070

Banco BBVA Continental ........................ 2,555 2,908 5,463

Scotiabank ................................................ 1,770 1,753 3,523

Banco Financiero del Perú ........................ 1,286 1,456 2,742

Other ......................................................... 10,309 3,386 13,695

Total ......................................................... 28,081 20,508 48,589

For the year ended December 31, 2011

For the year ended December 31, 2010

Without CRC

With CRC

Total Without

CRC

With CRC

Total

(S/. in thousands)

Banco de Crédito del Perú ...................... 3,808 4,954 8,762 2,342 5,360 7,702 Banco Internacional del Perú – INTERBANK ....................................... 4,211 3,469 7,680 2,590 3,008 5,598

Banco BBVA Continental ...................... 2,072 2,101 4,173 1,146 2,435 3,581

Scotiabank .............................................. 1,729 1,684 3,413 1,222 2,114 3,336

Banco Financiero del Perú ...................... 1,299 986 2,285 1,072 1,010 2,082

Other ....................................................... 5,583 2,326 7,909 5,013 1,936 6,950

Total ....................................................... 18,702 15,520 34,222 13,385 15,864 29,249

Determination of the allowance for doubtful accounts receivable

The following table sets forth our determination of the allowance for doubtful accounts receivable at the dates indicated.

As of December 31, 2012 2011 2010 (S/. in thousands) Specific .................................................... 10,404 1,273 — General provision .................................... 38,185 32,949 29,249

Total........................................................ 48,589 34,222 29,249

In the year ended December 31, 2012, we increased loan placements with intermediary financial institutions as well as with microfinance lenders. Financial institutions are generally rated risk category “A” and require provisioning at a rate of 0.7% of the loan balances outstanding, as provided in applicable SBS regulation. Microfinance lenders generally are rated risk category “B” and as a result require provisioning at a rate of 5% of the loan balances outstanding. If a financial institution in either group has financial difficulties, provisions can increase to 100% under SBS regulation and Peruvian Banking Law.

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Classification by Performance of Intermediary Financial Institution

The following table sets forth the classification of our loan portfolio by performance of each intermediary financial institution, as of the dates indicated. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Allowance for doubtful accounts” and “Regulatory—Supervision and Regulation—Loan loss reserves” for a description of our loan classification and risk management policies.

2012 As of December 31,

2011 2010

(S/. in

thousands) % (S/. in

thousands) % (S/. in

thousands) % A: Normal ............................... 2,981,355 93.7 2,357,357 96.2 1,602,854 95.4 B: With potential problems ..... 199,651 6.3 93,882 3.8 77,250 4.6 C: Substandard ........................ — — — — — — D: Doubtful ............................. — — — — — — E: Loss .................................... — — — — — —

Total ....................................... 3,181,006 100.0 2,451,239 100.0 1,680,373 100.0

Classification by Performance of Final Borrowers

2012

As of December 31,

2011 2010

(S/. in

thousands) %

(S/. in thousands)

% (S/. in

thousands) %

A: Normal ................................... 3,031,890 95.3 2,358,383 96.2 1,608,937 95.75 B: With potential problems .......... 43,200 1.4 24,978 1.0 20,569 1.22 C: Substandard ............................. 31,259 1.0 18,572 0.8 14,411 0.86 D: Doubtful .................................. 35,360 1.1 23,002 0.9 16,576 0.99 E: Loss ......................................... 39,298 1.2 26,304 1.1 19,881 1.18

Total ............................................ 3,181,006 100.0 2,451,239 100.0 1,680,373 100.0

Total Indebtedness

In February 2012, we received a loan from Banco de la Nación (a financial institution owned by the Peruvian state) of US$ 100.0 million (equivalent to approximately S/. 255.0 million at the date of the transaction). This loan is due in February 2015 and accrues interest at an effective annual rate of 2.31%. The loan has no specific guarantees nor does it specify a use of proceeds. As of December 31, 2012, the outstanding principal amount was S/. 213.7 million (US$ 83.8 million). During 2011 and 2010, there were no loans with banks and correspondents.

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Regulatory Capital

The following table sets forth our regulatory capital at the dates indicated. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Capital Adequacy (Regulatory Capital)” and “Regulatory—Supervision and Regulation” for a description of regulatory capital guidelines.

As of December 31,

2012 2011 2010 (S/. in thousands) Tier 1 Regulatory Capital Paid-in capital .............................................................. 2,968,160 2,889,344 2,831,257 Legal and special reserves ........................................... 34,117 25,815 19,361 Accumulated losses (investments) ............................... — (24) (6,818) Other ............................................................................ 34 34 34 Total Tier 1 Regulatory Capital ............................... 3,002,311 2,915,170 2,843,835 Tier 2 Regulatory Capital ......................................... — — —

Total Regulatory Capital .......................................... 3,002,311 2,915,170 2,843,835

Risk-weighted assets and credits .............................. 3,239,913 2,385,225 2,057,361 Tier 1 capital as a percentage of risk-weighted

assets ...................................................................... 88.35% 117.52% 138.23%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains an analysis of our financial condition and results of operations for the years ended December 31, 2012, 2011 and 2010. The following discussion should be read in conjunction with “Risk Factors,” “Selected Financial Information,” “Statistical Information” and our audited financial statements and unaudited interim financial statements, together with the notes thereto, included in these listing particulars. Our financial statements have been prepared in accordance with SBS GAAP. See “Presentation of Financial and Certain Other Information” and the notes to our financial statements.

Overview

We are a for-profit entity that is wholly-owned by the Peruvian state, established with the principal goal of providing access to mortgage financing for lower- and middle-income working families and individuals who are most likely to be part of the population most affected by the quantitative and qualitative housing deficit in Peru. We are key to the state’s economic and social development policies, especially as the country seeks to continue addressing an estimated deficit of 1.9 million housing units as of February 2012, according to reports published by the MVCS. One of our key goals is to continue to provide innovative mortgage products and enhance our existing loan programs to accomplish our joint goals of increasing the penetration of mortgage loan financing as a percentage of GDP, which represented approximately 4.0% of Peru’s GDP in 2011, and to enable our borrowers to become formal participants in the economy. By gaining access to our mortgage products, these historically un-banked and under-banked households are able to develop a credit history, enhance their wealth through home ownership, and generally improve their living conditions.

Our loan products are placed through intermediary financial institutions operating in Peru that in turn originate mortgage loans designed to enable our target borrowers to purchase, expand or renovate their homes. The intermediary financial institutions serve as our agents, enabling us to increase the size of our loan portfolio without significant additional operating expenditure. In our business and operating model, we designate a maximum loan balance for each intermediary financial institution. Each intermediary financial institution places and services mortgage loans using our available credit lines and approves each mortgage loan application directly, using its and our credit criteria.

Funding for our loan products is made available to intermediary financial institutions through a trust we established with COFIDE in 1999. Pursuant to the terms of the trust agreement, COFIDE confirms the mortgage loan complies with all our lending requirements, although we have final lending approval over each loan. COFIDE executes a master agreement for each product with the intermediary financial institution. Upon completion of procedural requirements, COFIDE disburses funds to the intermediary financial institution. Funds are then disbursed on behalf of the final borrower by the intermediary financial institution to the seller or developer of the property. Once the individual mortgage is duly filed and the loan documentation is executed, the loan becomes eligible for CRC coverage.

Our lending activities are conducted on commercial terms that generate net income. Of the more than 76,000 loans we have financed since 1999, which have resulted in total loan disbursements of approximately US$1.8 billion, only 367 have defaulted. Of the total defaulted loans, 24 have gone through court proceedings, of which four resulted in an aggregate loss to us of approximately US$20,000. The remaining defaulted loans were restructured prior to execution of the underlying mortgages. As of December 31, 2012, we had a total portfolio of accounts receivable (Trust Agreement – COFIDE) of approximately S/.3,181 million.

For 2012 and 2011, our net income was S/.91.7 million and S/.83 million, respectively. As of December 31, 2012, our shareholder’s equity was S/.3,094.9 million. Additionally, the balance of our portfolio with intermediary financial institutions that place our loans totaled S/.3,144.9 million as of December 31, 2012 and S/.2,427.7 million as of December 31, 2011.

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Principal Trends Affecting Our Business

Peruvian economic environment

Macroeconomic trends

All of our operations are conducted in Peru. Accordingly, our results of operations and financial condition are dependent on economic conditions prevailing in Peru, levels of construction activity that historically have grown in conjunction with growth in Peru’s GDP, and levels of private investment. During the 1980s, Peru experienced a severe economic crisis and periods of hyperinflation. Beginning in the 1990s, the Peruvian government implemented a series of structural reforms targeted at stabilizing the economy, promoting GDP growth, reducing rates of inflation, lowering interest rates, and stabilizing the value of the currency, while at the same time improving public finances. In part as a result of these policies and aided by prevailing favorable commodity prices in the international markets, based on data from the International Monetary Fund, the Peruvian economy was among the fastest growing and most stable economies in Latin America in the period from 2000 to 2011. GDP grew at a compound annual rate of 7.0% between 2006 and 2010. In 2011, GDP grew by 6.9% and is estimated to have expanded by 5.5% in 2012.

The global economy experienced a period of significant financial instability in 2008 and 2009, propelled by the worst global economic downturn in many decades. The Peruvian economy was affected but was one of the few economies in Latin America that experienced growth in GDP in 2009—although at a rate of 0.9%—supported in part by the Peruvian government’s implementation of fiscal stimulus measures designed to combat the effects of the global crisis. The following sectors of production showed the greatest contribution to GDP in 2009: (i) construction, (ii) agriculture and (iii) electricity and water. In 2010, GDP grew at a rate of 8.8% and 6.9% in 2011, representing one of the highest rates of growth among Latin American economies. The high rate of GDP growth during 2010 and 2011 was primarily a result of growth in exports, increased domestic demand, stronger public investment, and increases in private investment and consumer spending. Private investment increased 7.8% in 2011 compared to 2010.

Additionally, Peru’s unemployment rate was 7.5% in 2011, down from 9.6% in 2005, as a result of increased economic growth and demand for labor. Peru’s total investment and gross national savings as a percentage of GDP were among the highest in the region. With regards to its banking system, Peru’s past due loan ratio was also one of the lowest among Latin American countries.

As a result of its reductions in fiscal spending, the Peruvian government also built up significant foreign exchange reserves which totaled approximately US$ 63.9 billion as of December 31, 2012, and represented 70.7% of Peru’s annualized GDP and 128.24% of its external debt, an increase from US$ 48.8 billion in foreign exchange reserves, representing 27.1% of Peru’s GDP and 241.6% of its external debt in 2011. In addition, the Peruvian Central Bank has increased reserve requirements in domestic currency and foreign currency in order to keep credit growth at a sustainable rate. The average reserve ratio requirements for banks were 2.25% higher at December 31, 2012 than at December 31, 2011. As reported by the Peruvian Central Bank, the average reserve levels in nuevos soles and US dollars (18.8% and 41.2%, respectively) reflect higher levels of liquidity in the financial system, which in the event of a severe liquidity crisis or global economic crisis, can alleviate the potential impact on Peru’s economy.

The table below sets forth additional details regarding Peru’s recent economic performance as of the dates indicated.

2012 2011 2010 Peruvian real GDP growth rate ........................................ 6.30% 6.90% 8.80% Internal demand growth ................................................... 7.40% 7.20% 13.10% Private investment (real growth) ...................................... 13.60% 11.70% 22.10% Reference interest rate ...................................................... 4.25% 4.25% 3.00% Fiscal surplus (deficit) (% of GDP) .................................. 2.15% 1.90% (0.30)% CPI Index ......................................................................... 2.65% 4.70% 2.10% Unemployment rate .......................................................... 6.80% 7.50% 7.90%

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Sources: Peruvian Central Bank, INEI and the MEF

Peru’s sustained economic and social development over the past decade, along with its stable political and economic environment were key to Peru obtaining an investment grade sovereign credit rating from Standard & Poor’s, Fitch Ratings and Moody’s. In general, the demand for banking products and services is positively affected by the overall development of the Peruvian economy. Improved economic conditions increases borrowers’ ability to acquire, expand and improve their homes, which enhances our ability to expand credit origination.

Growth in the Peruvian banking industry

Primarily as a result of increasing economic output, growing investments and higher consumer confidence, the Peruvian banking industry experienced significant growth over the past two years. From December 31, 2010 to September 30, 2012, direct loans in the Peruvian banking system have grown at an average annual rate of 14.9% from S/.109.7 billion to S/.140.0 billion. Our loan portfolio experienced an average annual growth rate of 38.5% during the period. These rates of growth led the Peruvian Central Bank to tighten monetary policy and the SBS to strengthen regulation and increase provisioning requirements. In 2008, the SBS implemented measures designed to prevent individuals from borrowing excessively and to ensure that provisioning for consumer loans remains high during periods of significant growth.

The quality of the loan portfolio for the banking industry as a whole was adversely affected by the impact of the global economic slowdown and by the resulting reduced rates of economic growth in the period since 2008. The industry’s ratio of past due loans to total gross loans was 1.72% as of September 30, 2012 and 1.47% as of December 31, 2011, compared to 1.49% as of December 31, 2010. The industry’s loan provisioning expense increased 33.2% in the nine months ended September 30, 2012 compared to the corresponding period in 2011, and 11.9% in 2011 from 2010. Reserve coverage (provisions as a percentage of outstanding loans) remained strong at 4.0% as of September 30, 2012 and 3.8% as of December 31, 2011.

Because we account for our loan portfolio as accounts receivable (Trust Agreement – COFIDE) as our borrowers are the intermediary financial institutions that place loans to the final borrowers, our provisions for loan losses are generally lower than if we were fully exposed to the risk of default by the final borrowers. The provisions related to the final borrowers are recorded by the intermediary financial institution in accordance with SBS regulation, as provided in Resolution No. 11356-2008, and we provision for the risk related to the intermediary financial institution. However, as we have increased our loan placements with both intermediary financial institutions and with microfinance lenders (which generally require higher provisions) and as more of our loans became eligible for CRC coverage as the mortgages on the underlying loans were recorded, our loan provisioning expense increased 31.7% in the nine months ended September 30, 2012 compared to the comparable period in 2011 and 173.9% in 2011 compared to 2010.

The information set forth in this section has been provided as of the most recently available date.

Impact of the slowdown in the Peruvian economy in 2009 and Peruvian economic performance in 2010 and 2011

Peruvian GDP grew 8.8% during 2010, primarily as a result of a 12.8% increase in domestic demand compared to a 2.8% decrease in domestic demand in 2009 versus 2008. The increase in domestic demand during 2010 was a result of the recovery in private consumption and investment that together grew 12.4%. Public expenditures grew 16.4% in 2011 compared to 2010, primarily as a result of the anti-cyclical fiscal policy implemented by the government.

The non-primary sector of the economy experienced the highest rate of growth in 2011, growing at a rate of 7.4%. This sector includes industries such as construction, non-primary manufacturing and trade. Although there was a decline in industries such as fishing and metals mining, primary sector production grew at a rate of 0.1%. The primary sector includes industries such as agriculture, mining, forestry, farming, grazing, hunting and gathering, fishing, and quarrying.

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According to the Peruvian Central Bank, GDP grew by 6.9% during 2011, principally as a result of a 7.5% increase in domestic demand, 6.3% in private consumption and 12.0% private in investment. In 2012, GDP is estimated to have grown by 6.5% compared to 2011.

As a result of the global economic and financial crisis, exports from and investment into Peru declined during 2009, leading to a slowdown in GDP growth to 0.9%, and resulting in easing of monetary policy by the Peruvian Central Bank. Growth in the banking industry also slowed, as a result of reduced consumer spending and decline in private investments. Outstanding loans in the banking system remained stable in 2009, although our portfolio of outstanding loans fell 24.9% compared to 2008 as a result of a significant slowdown in construction as well as a restructuring of our products during the period.

As of December 31, 2011, approximately 0.87% of our final borrowers are past due on their loans (past due loans and loans in legal collection), defined as being more than 90 days past due and undergoing legal collection by the intermediary financial institution that placed the loans, which is higher than the Peruvian system as a whole that averaged 0.85%, but lower than the 0.98% in past due loans we recorded as of December 31, 2010. This figure increased to 0.93% for the nine months ended September 30, 2012. None of the intermediary financial institutions that place our loans were past due on their payments to us as of September 30, 2012. Our net provisioning for loan losses (as a percentage of past due loans) rose 17.4% in 2011 and 23.0% for the nine months ended September 30, 2012 principally as a result of higher balance of loan placements, including loan placements to microfinance entities that generally require higher provisions and must evaluated individually, as required by SBS regulations.

Monetary policy

Since April 2010, as a result of significant economic growth, the Peruvian Central Bank has tightened monetary policy, raising the reference interest rate and increasing reserve requirements. This tightening policy has the goal of avoiding speculative capital, which could generate adverse effects on GDP growth and has resulted in higher interest rates. For example, as of September 2012, the minimum legal reserve requirement for local and foreign currency deposits was 9.0%, compared to 6.0% as of May 2010. As of September 2011, foreign currency deposits collected from the general public are subject to a rate of 60% for reserve requirements compared to 30% as of May 2010. Local currency deposits collected from the general public are subject to a rate of 25% for reserve requirements as of April 7, 2011, compared to no marginal rate on local currency deposits as of May 2010. The reference rate has been increasing, from 1.25% as of April 2010 to 4.25% as of September 2011, where it remains as of September 30, 2012.

The information set forth in this section has been provided as of the most recently available date.

Inflation

Our performance may be impacted by the prevailing rates of inflation. During the 1980s, Peru experienced hyperinflation, negative economic growth and substantial currency devaluation. Inflation rates in Peru began to decrease in the 1990s and in the last five years have been among the lowest rates in Latin America, partly due to the monetary policy implemented by the Peruvian Central Bank and to the conservative fiscal policy of the Peruvian government. In 2002, in order to maintain low inflation rates, the Peruvian Central Bank established an annual inflation target of 2.5% within a range of one percentage point. In 2007, the target was lowered to 2.0%. The inflation rate in Peru, as measured by the consumer price index, which is published by the INEI, was 1.5% in 2002, 2.5% in 2003, 3.5% in 2004, 1.5% in 2005, 1.1% in 2006, 3.9% in 2007, 6.7% in 2008, 0.3% in 2009, 2.1% in 2010 and 4.7% in 2011. The annualized inflation rate during September 2012 was 3.7%.

The Peruvian Central Bank’s inflation target has not always been met and may not be met in the future. If the Peruvian Central Bank fails to meet inflation targets, inflationary pressures could reduce our ability to access foreign financial markets, reduce the value in real terms of our assets and lead to further government intervention in the economy, including the introduction of policies that adversely affect the performance of the Peruvian economy as a whole, and consequently, us.

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Exchange rate and fluctuations in the value of the nuevo sol

The nuevo sol floats freely against other currencies. Nevertheless, the Peruvian Central Bank participates in the market (buying or selling nuevos soles) in an effort to mitigate the effects of significant fluctuations in the exchange rate of the nuevo sol against foreign currencies, principally the US dollar. Although only a small portion of our assets and liabilities are denominated in US dollars and our financial statements are prepared in nuevos soles, the results reflected in our financial statements are affected by fluctuations in the exchange rate between the nuevo sol and the US dollar, especially following the closing of the offering of the notes contemplated in these listing particulars.

The nuevo sol has been subject to significant devaluation against the US dollar and other foreign currencies in the past. However, over the last five years, the nuevo sol has appreciated against the US dollar and other foreign currencies. If the nuevo sol continues to appreciate, our interest expense will decrease on our liabilities denominated in or indexed to foreign currencies, such as US dollar-denominated debt and foreign currency loans, as a result of the exchange gain of such liabilities when measured in nuevos soles. Conversely, if the nuevo sol depreciates, we will have greater financial expense on our liabilities denominated in or indexed to foreign currencies, such as any US dollar-denominated debt, including the notes offered hereby. Some of our borrowing and legacy on-lending activities are denominated in foreign currency. Accordingly, these assets and liabilities are subject to the effects of exchange rate variations.

The Peruvian government has adopted a policy to encourage the de-dollarization of the economy. This policy includes promoting the development of a nuevo sol capital markets and local currency yield curves. In addition, the government is promoting the nuevo sol-denominated components of government-sponsored mortgage subsidy programs (including the Techo Propio subsidy that we administer on behalf of the state) to foster long-term financing in local currency only, instead of also providing financing in dollars. To this end, since 2007, we have reduced our exposure to foreign currency risk and promoted the government’s de-dollarization goals, by extending credit only in nuevos soles. Prior to 2007, we also originated loans denominated in US dollars, a portion of which remains on our balance sheet.

Our dollar position has been declining since 2008 due to the recommendation of the Peruvian government that we reduce loan origination in foreign currency as part of its goal of de-dollarizing the economy committed to with the International Monetary Fund. Consequently, we are less exposed to currency risk than we had been historically.

Currently, we do not originate loans or extend lines of credit to any intermediary financial institution or to any final borrower in foreign currency. We mitigate currency risk associated with the balance of accounts receivable in dollars from our legacy portfolio by, among other measures, selling dollar-denominated assets, such as corporate and Peruvian sovereign bonds, on the spot market and by entering into non-deliverable forward contracts to hedge our foreign currency exposure. At December 31, 2012, our position in US dollar-denominated assets was 196% of our liabilities denominated in US dollars.

The proportion of outstanding loans in the banking system denominated in US dollars has fallen from 65.5% in 2006 to 49.7% as of December 31, 2012, according to figures published by the Association of Peruvian Banks (Asociación de Bancos del Perú). In addition, the percentage of deposits in the banking system denominated in US dollars was approximately 63% as of December 2006 compared to 43% as of September 2012. We expect that the ongoing de-dollarization of the economy will reduce our exposure to potential mismatches between US dollar-denominated assets and liabilities and reduce Peru’s exposure to external economic shocks. The de-dollarization of the Peruvian economy is also expected to stimulate further demand for loans denominated in nuevos soles which should benefit our operations as we will continue to fund loans exclusively in nuevos soles.

Additionally, our monetary assets denominated in foreign currencies (currently limited to a historical portfolio of US dollar-denominated mortgages with a principal balance of US$168 million at December 31,2012) are naturally hedged by US dollar-denominated borrowings (namely our US$100 million loan from Banco de la Nación) and through the use of derivative financial instruments, exclusively non-deliverable forwards. As a result, we experience only small gains or losses caused by an appreciation or depreciation of the nuevo sol, as the value of such assets increases or decreases (as measured in nuevos soles), as the case may be.

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Effect of fluctuations in prevailing rates of interest

In general, increases in prevailing interest rates generate more interest revenue on our loans. An increase in prevailing interest rates may, however, adversely affect us as a result of reduced overall demand for loans from our target borrowers and increasing risk of default, which would affect our financial performance as generally one-third of all loan defaults are transferred to us by the intermediary financial institutions that place loans under our loan programs. In addition, relatively high interest rates affect our funding costs, and can adversely affect spreads on our loan portfolio if we are unable to pass through the increased funding costs to our clients, reducing our ability to implement programs aimed at improving home ownership and improvement in our target market. On the other hand, a decrease in interest rates can reduce the revenue we generate from our loan portfolio. This revenue decrease could be offset by an increase in the volume of loans resulting from higher demand and/or a decrease in our funding costs. In addition, changes in prevailing interest rates can affect the value of our investments portfolio and therefore our results of operations.

Trends specific to our business

SBS regulations for provisions

SBS Resolution No. 11356-2008 (Reglamento para la evaluación y clasificación del deudor y la exigencia de provisiones or the “Regulation for the evaluation and classification of debtors and loan loss provisions”), which took effect on July 1, 2010, introduced certain changes to the classification of borrower provisioning requirements, which are further described under “—Critical Accounting Policies—Allowance for doubtful accounts.” See also note 3(d) to our audited financial statements included elsewhere in these listing particulars. These changes are reflected beginning with our quarterly financial statements for the quarter ending September 30, 2011 and our annual financial statements for the year ending December 31, 2010. These classifications have not, and we do not expect that they will have, a material effect on our results of operations and financial condition.

Provisions for loan losses

Our provisions for loan losses as a percentage of gross loans have remained relatively constant since 2010. This is a result of our operating model where our exposure is limited in two ways: (i) the intermediary financial institutions that place our loans require relatively low provisions as they generally have investment grade ratings, and (ii) our exposure to losses from our final mortgage borrowers is limited (generally one-third or less of principal amount for loans with CRC coverage). For each risk category, we have historically experienced extremely limited losses. As our portfolio of loans matures, our loan loss provisions will increase given that we provide CRC coverage only on loans that have duly registered mortgages. As our portfolio of loans continues to grow in the future, the balance of our provisions for loan losses could increase as well, especially as we plan to increase the maximum loan value from approximately US$70,000 to US$100,000 beginning in January 2013, as part of our strategy to further penetrate the market. In addition, our loan loss provisions will likely increase as we expand loan placements with microfinance lenders that are rated risk category “B” and therefore require individual provisions that range from 5% to 100% of the loan balance outstanding, depending on the specific entity.

The CRC-PBP Trusts

In June 2007, we established two CRC-PBP trusts, one in US dollars and one in nuevos soles. These trusts were designed to comply with our obligations to make payments related to credit risk coverage (CRC) and the good payer award due on our portfolio of loans that were discontinued as of May 2006, principally Crédito MIVIVIENDA Tradicional. The loans originated under our legacy products were originated both in US dollars and nuevos soles by the participating financial institutions directly with their own funds. Our goal was to promote loan originations to our target market by making CRC coverage available and providing good payer award payments. Approximately 5,400 loans were funded under these legacy products and covered by the CRC-PBP trusts. We funded the trusts directly in amounts required to cover all our obligations to make CRC coverage and good payer award payments on our legacy portfolio.

With respect to the CRC-PBP trusts, upon disbursement of the loan proceeds, we record an entry in “Accounts Receivable – Trusts” and recognize interest generated by the trust on an accrual basis in “financial

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income,” based on the preferential interest rates agreed with the intermediary financial institution that placed the loan. We record the corresponding assets (due from banks, investments and accrued yields) and liabilities related to these trusts as a net balance in “Other accounts receivable, net,” as required by SBS GAAP, as we act as both trustee and beneficiary in both cases. Resulting surpluses and deficits of the trusts are recorded in “financial income” as “attribution of income from trust” on our statements of income.

Accounting for these trusts is performed in accordance with the provisions of SBS Resolution 980-2006 “Regulation of Fondo MIVIVIENDA S.A.” (“Resolution No. 980-2006”) which is the single account in the balance sheets included in our financial statements. See note 8 of the notes to our audited financial statements. Resolution No. 980-2006 was issued by the SBS specifically for the regulation of the accounting treatment to be afforded the trusts. For more information on accounting treatment of the trusts, see note 3 of the notes to our audited financial statements. Pursuant to the provisions of SBS GAAP as it applies to us, the results of the trusts are reflected in “Financial income” in our statements of income.

Funds available in the trusts are invested in sovereign bonds issued by the Peruvian government and in securities issued by private issuers denominated in US dollars and nuevos soles. We recognize as financial income interest generated on both these trusts on an accrual basis, with reference to the interest rates agreed with the intermediary financial institution at the time the loans in the trust were originated.

We have internal policies to undertake a quarterly review of the assets available in the CRC-PBP trusts and report our recommendations and analysis to our risk committee. The calculation to establish the required asset value in the trusts is based on the present value of the net cash flows generated by the trusts. Net cash flows are defined as the difference between commission income and the net payments made on the good payer award and the CRC coverages.

In 2012, we requested a partial release of assets available for distribution from the CRC-PBP trusts that cover our obligations under our legacy portfolio. We supported our request with a study performed by an independent group of experts at Universidad ESAN, a local business school, as required by applicable regulation. Once approved by the SBS, distributions of S/.290.0 million (in respect of the nuevos soles trust) and S/.50.7 million (in respect of the US dollar trust) were made to us from trust assets. See “Selected Statistical Information—Accounts Receivable from CRC-PBP Trusts.” The amounts of these disbursements will be used to fund our operations. In the future, as our obligations under the CRC-PBP trusts are reduced, we may seek further disbursements of trust assets as a source of funding.

Risk sharing and treatment of defaulted loans

The intermediary financial institutions that place our mortgage products are required to make scheduled payments on the loans even if the final borrower has not remitted payment on the subject loan, unless the financial institution has previously notified us that the loan is in default. The intermediary financial institutions that place our loans retain at least two-thirds of the risk of loss. In exchange for their assumption of this risk, the intermediary financial institutions charge the final borrower a spread above the applicable rates paid to us on the loan portfolio. As a result of this arrangement, we transfer a portion of the risk of collection on each loan originated under our lines of credit to each originating institution. If a final borrower defaults on the applicable loan, the intermediary financial institution will be responsible for collection and will be required to reimburse us for 100% of the outstanding principal amount of the loan that is in default or undergoing collection, or the applicable percentage of the Crédito Complementario Techo Propio loan. Loans that have CRC coverage will require us to pay up to one-third of the outstanding principal amount of the loan or the defaulted amount, whichever is lower. Any significant increase in the rates of default could directly increase our write-offs to the extent the loans remain uncollected or are deemed uncollectible for any reason.

Credit Risk Coverage

All loans originated under our current loan programs are eligible for CRC coverage, once a mortgage on the underlying property is duly registered. Prior to registration of the mortgage, the intermediary financial institution retains 100% of the risk of loss. Our CRC coverage generally covers up to one-third of the risk of loss upon default

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of the covered loan. As our portfolio of current loans matures, a greater number of loans will become eligible for CRC coverage which will require us to increase our provisions for loan losses related to these loans.

Good Payer Award and Good Payer Bonus

Borrowers under our Nuevo Crédito MIVIVIENDA loans are also eligible to have up to S/.12,500 of their loan balances forgiven through our good payer program (programa del buen pagador) if they have timely paid (taking into account grace periods) the previous six monthly installments due on their loans. At loan origination, we book the entire balance of the loan outstanding as an account receivable (Trust Agreement – COFIDE). We group monthly payments into six month segments and if the borrower timely pays each monthly payment in the segment, they earn the award for that segment and we forgive a portion of the loan principal and recognize a net loss for the corresponding amount. On eligible Nuevo Crédito MIVIVIENDA loans, the MVCS will assume up to S/.10,000 of the cost of the award pursuant to a complementary benefit that we call the good payer bonus program (bono al buen pagador). In those instances, we assume the remaining S/.2,500 of the good payer award. The full amount we receive from the MVCS to cover the good payer bonus is recorded as a liability under the “Good Payer Bonus (principal) received from the MVCS.” When a portion of a loan becomes eligible for the good payer bonus, we identify the borrower to the MVCS and reclassify the bonus portion as “Good Payer Bonus – Assigned.” The MVCS may, but is not required, to make contributions to us to defray the costs of the good payer program. Our final borrowers are only eligible for this program once.

Crédito Complementario Techo Propio

At loan origination, we retain 100% of the risk of loss on loans originated under our Crédito Complementario Techo Propio loan. This product is designed for borrowers who also qualify to receive the Techo Propio subsidy that we administer on behalf of the MVCS. The intermediary financial institutions that place our loans assume 10% of the risk after the second year, with such percentage increasing by an additional 10% every two years until the fifteenth year, at which point our exposure remains fixed at 33% of the loan balance through maturity. If we increase loan placements under this loan program, our provisioning expense will increase.

Limited sources of funding

Historically, we had limited liquidity requirements and have been able to rely on the capitalization of our annual net income as our principal source of funding. Our ability to raise additional funds in the future will be critical to our goal of continuing to increase our loan portfolio and to expand access of our loan products to a larger proportion of the population. In February 2012, we incurred a dollar-denominated loan of US$100 million from Banco de la Nación with a term of three years. This was our first ever incurrence of debt. We have also funded our operations through credit operations such as the one we completed with Banco de Crédito del Perú in 2012, through sales of our liquid securities and assets, and through the disposition of assets from the CRC-PBP trusts. See”—Liquidity and Capital Resources—Sources of Funds.”

While we currently have a net asset position of loans in our portfolio that are US-dollar denominated of US$92.1 million, this position will not be sufficient to hedge our expected capital requirements in US dollars, especially as the outstanding principal amount of this portfolio will decline over time as the loans amortize and we do not expect to generate future loans in any currency other than nuevos soles. Our ability to raise additional funds may be limited as our pool of interest bearing liabilities grows over time, making it more difficult to continue funding our loan portfolio as we have historically, in an environment where we essentially did not have any debt outstanding. We may also explore the securitization of our loan exposures to the intermediary financial institutions that place our loans as a future source of funding. This funding structure would also allow us to reduce the concentration of our exposure to these financial institutions. In 2012, the Peruvian government, through the MEF, authorized us among several institutions owned or controlled by the state, to issue certificates of deposit and money market accounts to regional, municipal and local governments and companies owned or controlled by the Peruvian state. Once we are formally approved by the SBS, which we expect will occur in the first half of 2013, we will be able to take these deposits, which are expected to be short-term, providing us an additional source of funding.

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Results of Operations

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

The table below provides a summary of our results of operations for the years ended December 31, 2012 and 2011.

Year ended December 31, Change 2012 2011

(S/. in thousands)(S/. in

thousands) % Financial income ....................................................... 218,743 206,118 12,625 6% Financial expenses ..................................................... (52,577) (60,505) (7,928) (13%) Gross financial margin ............................................ 166,166 145,613 20,553 14% Allowance for doubtful accounts (Trust Agreement

– COFIDE) ............................................................. (22,874) (12,343) (10,531) (85%) Net financial margin ................................................ 143,292 133,270 10,022 8% Financial services revenues ....................................... 1,754 2,695 (941) (35%) Financial services expenses ....................................... (69) (144) (75) (52%) Operating margin .................................................... 144,977 135,820 9,157 7% Administrative expenses ............................................ (32,710) (30,122) (2,588) (9%) Net operating margin .............................................. 112,267 105,698 6,569 6% Depreciation of property, furniture and equipment ... (527) (590) (63) (11%) Amortization of intangibles assets ............................. (150) (234) (84) (36%) Allowance for other doubtful accounts ...................... (317) (1,394) (1,077) (77%) Other provisions ........................................................ (901) (299) (602) (201%) Operating income .................................................... 110,372 103,181 7,191 7% Other income, net ...................................................... 17,985 10,161 7,824 77% Income before income tax ....................................... 128,357 113,342 15,015 13% Income tax ................................................................. (36,697) (30,318) (6,379) (21%)

Net income ................................................................ 91,660 83,023 8,637 10%

Financial income

The following table sets forth the components of our financial income for 2012 and 2011.

Year ended December 31, Change 2012 2011

(S/. in thousands)(S/. in

thousands) % Financial income Income from accounts receivable ............................... 160,341 118,175 42,166 35.68 Gain on derivatives ..................................................... 18,852 25,276 (6,424) (25.42) Interest due from banks ............................................... 13,918 16,210 (2,292) (14.14) Interest from available-for-sale and held-to-maturity

investments .............................................................. 7,107 15,817 (8,710) (55.07) Other commissions ..................................................... 5,814 6,164 (350) (5.68) Indexation readjustment .............................................. 1,515 2,983 (1,468) (49.21) Other financial income ................................................ 938 865 73 8.44

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Year ended December 31, Change 2012 2011

(S/. in thousands)(S/. in

thousands) % Attribution of income from trusts ............................... 10,258 20,628 (10,370) (50.27)

Total .......................................................................... 218,743 206,118 (12,625) (152.67)

Financial income increased by S/.12.6 million in 2012 to S/.218.7 million from S/.206.1 million in 2011, primarily as a result of (i) the increase in income from accounts receivable of S/.42.2 million, (ii) a gain on derivatives of S/.6.4 million and, (iii) to a lesser extent, a gain in interest due from banks of S/.2.3 million. These were partially offset by a decrease of S/8.7 million in interest from available-for-sale and held-to-maturity investments.

The increase in income from accounts receivable in 2012 to S/.160 million from S/.118 million in 2011, was due to greater overall loan placements of our Nuevo Crédito MIVIVIENDA product, the balance of which increased to S/.2,398 million as of December 31, 2012 from S/.1,555 million as of December 31, 2011. This increase was primarily due to a reduction in the interest rate we charge the intermediary financial institutions that place our loans, the benefit of which was passed on to the final borrower resulting in higher demand, an increase in the principal loan balance of the good payer bonus, as well as increased efforts to market our Nuevo Crédito MIVIVIENDA product to the intermediary financial institutions that place our loans. We also experienced gains from our derivative operations in 2012 to S/. 25 million from S/. 18 million in 2011. With respect to our derivatives portfolio, we held a short position in US dollar-denominated non-deliverable forward contracts, and due to an increase in our coverage to 88.3% of our US dollar-denominated assets from 59.9% in January 2010, as well as the strong depreciation of the US dollar against the nuevo sol during the year.

Interest from available-for-sale and held-to-maturity investments decreased by S/.8.7 million during 2012 to S/.7.1 million from S/.15.8 million in 2011, as we sold these investments to free up funds to increase our loan placements, as discussed above. In tandem the income from accounts receivable grew by S/.42 million during 2012 to S/.160.3 million from S/.118.2 million in 2011. As a result of these dispositions of our securities and investments during 2012, the balances of our investment portfolio decreased to S/.0 million as of December 31, 2012 compared to S/.205 million as of December 31, 2011.

Financial expenses

The following table sets for the components of our financial expenses for 2012 and 2011.

Year ended December 31, Change 2012 2011

(S/. in thousands) (S/. in

thousands) % Good payer award – own resources ........................... 32,726 29,127 3,599 12.32 Net loss of exchange rate difference .......................... 13,881 22,875 (8,994) (39.32) Interest from debts and obligations ............................ 4,973 - 4,973 0.00 Net result of investments’ valuation .......................... 52 8,162 (8,110) (99.36) Other financial expenses ............................................ 945 341 604 177.13

Total .......................................................................... 52,577 60,505 (7,928) (13.10)

Financial expenses decreased by S/.7.9 million to S/.52.6 million in 2012 from S/.60.5 million in 2011 primarily as a result of (i) an increase in our loan placements and an increase in expenses related to the good payer award of S/.3.6 million due to an increase from S/.29.1 million to S/.32.7 million in the aggregate amount of the

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award offered, (ii) an decrease in our net loss of exchange rate difference of S/.22.9 million that resulted from greater depreciation of the US dollar to S/.13.9 per US dollar at December 31, 2012 from S/.2.697 per US dollar at December 31, 2011, and (iii) a decrease in the valuation of investments of S/.8.1 million, principally to one loss attributable to the marking-to-market of certain sovereign bonds held as available-for-sale investments, partially offset by the reduction in the average balances of our investment portfolio during 2012. Our other financial expenses increased by S/.0.6 million in 2012 principally due to expenses associated with the unwinding of the National Housing Fund (Fondo Nacional de Vivienda, or “FONAVI”).

Gross financial margin

Gross financial margin increased by S/.20.6 million to S/.166.2 million in 2012 from S/.145.6 million in 2011 primarily due to the increase in income from accounts receivable on our portfolio of loans and the gain on derivatives discussed above, which was partially offset by the S/.13.5 million increase in financial expenses recorded in 2011.

Allowance for doubtful accounts (Trust Agreement – COFIDE)

The following table presents our allowance for doubtful accounts (Trust Agreement – COFIDE) at December 31, 2012.

Total (S/. in thousands) Balance at December 31, 2011......................................... 34,222 Provisions for the year ....................................................... 22,874 Reversals of provisions ...................................................... (7,587) Exchange difference ........................................................... (919) Balance at December 31, 2012 ......................................... 48,590

The balance of our allowance for doubtful accounts (Trust Agreement – COFIDE) that was written off

increased S/.14,4 million to S/48,6 million as of December 31, 2012 from S/.34.2 million as of December 31, 2011, primarily as a result of decreases in reversals of provisions in 2012 compared to 2011, as well as increases in the allowance recognized as expenses for the year, which reflects the higher principal balance of loans placed in 2012 compared to 2011. The reversals of provisions of S/.7.6 million during 2012 resulted primarily from the normal amortization of principal balances due on our existing loan portfolio.

Administrative expenses

The following table sets forth the components of our administrative expenses for 2012 and 2011.

Year ended December 31, Change 2012 2011

(S/. in thousands)(S/. in

thousands) % Personnel and board of directors expenses .......... 18,073 15,269 2804 18.36 Services received from third parties (1) ............... 14,291 14,319 (28) (0.20) Taxes and contributions ....................................... 345 534 (188) (35.30)

Total .................................................................... 32,710 30,122 (2537) (17.14) (1) Includes consulting services, advertising, rental of goods and property, maintenance and repair, protection services,

communications, insurance, courier services, office supplies, telemarketing and other expenses.

Administrative expenses increased by S/.2.6 million to S/. 32.7 million in 2012 from S/.30.1 million in 2011, primarily as a result of increased expenses from services received from third parties corresponding to

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advertising, telemarketing, among others. In addition, in 2012 we had a S/. 2.8 million increase in personnel and board of directors expenses that was primarily due to a S/. 2.1 million increase in employees’ profit sharing and to a S/. 0.4 million increase in employee salaries. These increases were partially due to an increase in our workforce as we transferred certain of our third party workers onto our payroll.

Our efficiency ratio (operating expenses (administrative expenses plus depreciation and amortization) divided by operating margin) was 20.1% for the year ended December 31, 2012 compared to 20.9% for the year ended December 31, 2011, primarily due to relatively constant expenses and a significant increase in financial income during 2012 as described above.

Depreciation of property, furniture and equipment

Depreciation of property, furniture and equipment decreased by S/. 0.1 million to S/. 0.5 million in 2012 compared to S/. 0.6 million in 2011 primarily as a result of the end of the useful life of certain fixed assets.

Operating income

Operating income increased by S/. 7.2 million to S/. 110.4 million in 2012 from S/.103.2 million in 2011, primarily due to a S/. 12.7 million increase in financial income from S/. 206.1 million in 2011 to S/. 218.7 million in 2012 and to a S/. 7.9 million decrease in financial expenses from S/. 60.5 million in 2011 to S/. 52.6 million in 2012, that resulted in a S/. 10.0 million increase in financial margin during 2012.

Other income, net

The following table sets forth the components of our other income, net for 2012 and 2011.

Year ended December 31, Change 2012 2011

(S/. in thousands)(S/. in

thousands) %Other income Recoveries of allowances for bank in liquidation(1) .......... 10,337 - 10,337 100.00 Reversal of provisions for accounts receivable (COFIDE) 7,586 6,685 901 13.48 Deferred income tax .......................................................... - 1,480 (1,480) 100.00 Other minor income ........................................................... 442 2,318 (1,876) (80.93)

Total other income ........................................................... 18,365 10,483 7,882 75 Other expenses Other minor expenses ........................................................ (380) (322) (58) (18) Total other expenses ........................................................ (380) (322) (58) (18)

Total other income, net .................................................... 17,985 10,161 7,824 77.00 (1) Comprised mainly of recoveries of doubtful accounts (principally certificates of deposit and related accounts) from Banco Nuevo

Mundo, both of which were in liquidation, amounting to S/.9,805,382.

Other income, net increased S/.7.8 million to S/.18.0 million in 2012 from S/.10.2 million in 2011. This increase was primarily due to increased recoveries on doubtful accounts and reversal of provisions for accounts receivable, comprised principally of recoveries of amounts due from entities that underwent intervention by SBS, including Banco República and Banco Nuevo Mundo, in respect of certificates of deposit and related accounts owed to us.

Income before income tax

Income before income tax increased by S/.15.0 million to S/.128.4 million in 2012 from S/.113.3 million in 2011, principally as a result of the increase in financial income described above.

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Net income

As a result of the foregoing, net income increased by S/.8.6 million to S/.91.7 million in 2012 from S/.83.0 million in 2011. Our effective rate of income tax increased from 26.8% in 2011 to 28.6% in 2012.

Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010

The table below provides a summary of our results of operations for the years ended December 31, 2011 and 2010.

Year ended December 31, Change 2011 2010

(S/. in thousands)(S/. in

thousands) % Financial income ....................................................... 206,118 171,945 34,173 19.87 Financial expenses ..................................................... (60,505) (47,008) (13,497) (28.71) Gross financial margin ............................................ 145,613 124,936 20,676 16.55 Allowance for doubtful accounts (Trust Agreement

– COFIDE) ............................................................. (12,343) (13,300) 957 (7.20) Net financial margin ................................................ 133,270 111,637 21,633 19.38 Financial services revenues ....................................... 2,695 2,248 447 19.88 Financial services expenses ....................................... (144) (245) (101) (41.22) Operating margin .................................................... 135,820 113,640 22,180 19.52 Administrative expenses ............................................ (30,122) (33,252) (3,130) (9.41) Net operating margin .............................................. 105,698 80,388 25,310 31.48 Depreciation of property, furniture and equipment ... (590) (480) 110 22.91 Amortization of intangibles assets ............................. (234) (183) 51 27.87 Allowance for other doubtful accounts ...................... (1,394) (343) 1,051 306.12 Other provisions ........................................................ (299) (409) (110) (26.89) Operating income .................................................... 103,181 78,973 24,208 30.65 Other income, net ...................................................... 10,161 8,406 1,755 20.88 Income before income tax ....................................... 113,342 87,379 25,963 29.71 Income tax ................................................................. (30,318) (18,713) 11,606 62.02

Net income ................................................................ 83,023 68,666 14,357 20.91

Financial income

The following table sets forth the components of our financial income for 2011 and 2010.

Year ended December 31, Change 2011 2010

(S/. in thousands)(S/. in

thousands) % Financial income Income from accounts receivable ............................... 118,175 77,154 41,021 53.17 Gain on derivatives ..................................................... 25,276 10,635 14,641 137.66 Interest due from banks ............................................... 16,210 11,353 4,857 42.78 Interest from available-for-sale and held-to-maturity

investments .............................................................. 15,817 43,981 (28,164) (64.04) Other commissions ..................................................... 6,164 6,441 (277) (4.30) Indexation readjustment .............................................. 2,983 1,666 1,318 79.10 Other financial income ................................................ 865 791 73 9.27

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Year ended December 31, Change 2011 2010

(S/. in thousands)(S/. in

thousands) % Attribution of income from trusts ............................... 20,628 19,924 705 3.54

Total .......................................................................... 206,118 171,945 34,173 19.87

Financial income increased by S/.34.2 million in 2011 to S/.206.1 million from S/.171.9 million in 2010, primarily as a result of (i) the increase in income from accounts receivable of S/.41.0 million, (ii) a gain on derivatives of S/.14.6 million and, (iii) to a lesser extent, a gain in interest due from banks of S/.4.9 million. These were partially offset by a decrease of S/.28.2 million in interest from available-for-sale and held-to-maturity investments.

The increase in income from accounts receivable in 2011 to S/.118.2 million from S/.77.2 million in 2010, was due to greater overall loan placements of our Nuevo Crédito MIVIVIENDA product, the balance of which increased to S/.2,398 million as of December 31, 2011 from S/.1,555 million as of December 31, 2010. This increase was primarily due to a reduction in the interest rate we charge the intermediary financial institutions that place our loans, the benefit of which was passed on to the final borrower resulting in higher demand, an increase in the principal loan balance of the good payer bonus, as well as increased efforts to market our Nuevo Crédito MIVIVIENDA product to the intermediary financial institutions that place our loans. We also experienced gains from our derivative operations in 2011 to S/.25.3 million from S/.10.6 million in 2010. With respect to our derivatives portfolio, we held a short position in US dollar-denominated non-deliverable forward contracts, and due to an increase in our coverage to 104.8% of our US dollar-denominated assets from 53.8% in January 2010, as well as the strong depreciation of the US dollar against the nuevo sol during the year.

Interest from available-for-sale and held-to-maturity investments decreased by S/.28.2 million during 2011 to S/.15.8 million from S/.44.0 million in 2010, as we sold these investments to free up funds to increase our loan placements, as discussed above. In tandem with that decrease, our interest and due from banks grew by S/.4.9 million principally as a result of increased deposits in more liquid bank accounts as the funds from liquidated securities were held in deposit accounts awaiting disbursement. As a result of these dispositions of our securities and investments during 2011, the balances of our investment portfolio decreased to S/.205.1 million as of December 31, 2011 compared to S/.448.9 million as of December 31, 2010.

Financial expenses

The following table sets for the components of our financial expenses for 2011 and 2010.

Year ended December 31, Change 2011 2010

(S/. in thousands) (S/. in

thousands) % Good payer award – own resources ........................... 29,127 26,144 2,983 11.41 Net loss of exchange rate difference .......................... 22,875 18,858 4,017 21.30 Net result of investments’ valuation .......................... 8,162 1,983 6,180 311.69 Other financial expenses ............................................ 341 23 318 1,371.39

Total .......................................................................... 60,505 47,008 13,497 28.71

Financial expenses increased by S/.13.5 million to S/.60.5 million in 2011 from S/.47.0 million in 2010 primarily as a result of (i) an increase in our loan placements and an increase in expenses related to the good payer award of S/.3.0 million due to an increase from S/.26.1 million to S/.29.1 million in the aggregate amount of the

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award offered, (ii) an increase in our net loss of exchange rate difference of S/.4.0 million that resulted from greater depreciation of the US dollar to S/.2.697 per US dollar at December 31, 2011 from S/.2.805 per US dollar at December 31, 2010, and (iii) a decrease in the valuation of investments of S/.6.2 million, principally due to a S/.4.6 million loss attributable to the marking-to-market of certain sovereign bonds held as available-for-sale investments, partially offset by the reduction in the average balances of our investment portfolio during 2011. Our other financial expenses increased by S/.0.3 million in 2011 principally due to expenses associated with the unwinding of the National Housing Fund (Fondo Nacional de Vivienda, or “FONAVI”), which we have overseen.

Gross financial margin

Gross financial margin increased by S/.20.7 million to S/.145.6 million in 2011 from S/.124.9 million in 2010 primarily due to the increase in income from accounts receivable on our portfolio of loans and the gain on derivatives discussed above, which was partially offset by the S/.13.5 million increase in financial expenses recorded in 2011.

Allowance for doubtful accounts (Trust Agreement – COFIDE)

The following table presents our allowance for doubtful accounts (Trust Agreement – COFIDE) at December 31, 2011.

Total (S/. in thousands) Balance at December 31, 2010......................................... 29,249 Provisions for the year ....................................................... 12,343 Reversals of provisions ...................................................... (6,685) Exchange difference ........................................................... (686) Balance at December 31, 2011 ......................................... 34,222

The balance of our allowance for doubtful accounts (Trust Agreement – COFIDE) that was written off

increased S/.5.0 million to S/.34.2 million as of December 31, 2011 from S/.29.2 million as of December 31, 2010, primarily as a result of decreases in reversals of provisions in 2011 compared to 2010, as well as increases in the allowance recognized as expenses for the year, which reflects the higher principal balance of loans placed in 2011 compared to 2010. The reversals of provisions of S/.6.7 million during 2011 resulted primarily from the normal amortization of principal balances due on our existing loan portfolio.

Administrative expenses

The following table sets forth the components of our administrative expenses for 2011 and 2010.

Year ended December 31, Change 2011 2010

(S/. in thousands)(S/. in

thousands) % Personnel and board of directors expenses .......... 15,269 11,630 3,639 31.29 Services received from third parties (1) ............... 14,319 20,199 (5,880) (29.11) Taxes and contributions ....................................... 534 1,423 (889) (62.47)

Total .................................................................... 30,122 33,252 (3,129) (9.41) (1) Includes consulting services, advertising, rental of goods and property, maintenance and repair, protection services,

communications, insurance, courier services, office supplies, telemarketing and other expenses.

Administrative expenses decreased by S/.3.1 million to S/.30.1 million in 2011 from S/.33.3 million in 2010, primarily as a result of reduced expenses from services received from third parties corresponding to decreases

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in overall headcount of third party workers. This decrease was partially offset by a S/.3.6 million increase in personnel and board of directors expenses that was primarily due to a S/.2.1 million increase in employees’ profit sharing and to a S/.1.5 million increase in employee salaries. These increases were partially due to an increase in our workforce as we transferred certain of our third party workers onto our payroll.

Our efficiency ratio (operating expenses (administrative expenses plus depreciation and amortization) divided by operating margin) was 20.9% for the year ended December 31, 2011 compared to 26.7% for the year ended December 31, 2010, primarily due to relatively constant expenses and a significant increase in financial income during 2011 as described above.

Depreciation of property, furniture and equipment

Depreciation of property, furniture and equipment increased by S/.0.1 million to S/.0.6 million in 2011 compared to S/.0.5 million in 2010 primarily as a result of depreciation expense recorded in 2011 related to a fleet of vehicles we purchased in 2010.

Operating income

Operating income increased by S/.24.2 million to S/.103.2 million in 2011 from S/.79.0 million in 2010, primarily due to the increase in net operating margin discussed above, as well as a decrease of S/.3.1 million in our administrative expenses.

Other income, net

The following table sets forth the components of our other income, net for 2011 and 2010.

Year ended December 31, Change 2011 2010

(S/. in thousands)(S/. in

thousands) %Other income Reversal of provisions for accounts receivable .................. 6,685 9,216 (2,531) (27.46) Reversal of other doubtful accounts ................................... 1,480 — 1,480 — Other minor income ........................................................... 2,318 2,490 (172) (6.91)

Total other income ........................................................... 10,483 11,706 (1,223) (10.45) Other expenses Good payer award yield (1) ............................................... — (3,297) 3,297 — Other minor expenses ........................................................ (322) (3) 319 10,633.33 Total other expenses ........................................................ (322) (3,300) 2,978 (90.24)

Total other income, net .................................................... 10,161 8,406 1,755 20.88 (1) Corresponds to gains on the trust that funds the good payer award program for our legacy portfolio of loans.

Other income, net increased S/.1.8 million to S/.10.2 million in 2011 from S/.8.4 million in 2010, primarily due to a reversal of other accounts receivable corresponding to banks in liquidation, partially off-set by an increase of S/.3.3 million in other expenses related to an adjustment in the good payer award recorded in “Other Accounts Receivable” as of December 31, 2009 that were written-off in 2010 and to the S/.2.5 million in reversals of provisions for accounts receivable (Trust Agreement – COFIDE).

Income before income tax

Income before income tax increased by S/.26.0 million to S/.113.3 million in 2011 from S/.87.4 million in 2010, principally as a result of the increase in financial income described above.

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Net income

As a result of the foregoing, net income increased by S/.14.4 million to S/.83.0 million in 2011 from S/.68.7 million in 2010. Our effective rate of income tax increased from 21.4% in 2010 to 26.8% in 2011.

Liquidity and Capital Resources

Overview

We monitor market and liquidity risks based on the volatility of interest rates, currencies and securities indices, as well as the prices of our loan and investment portfolios. As we expect to diversity our sources of funds in the future, our funding policies will have to be modified to adapt to our evolving requirements. We believe that we benefit from the fact that the Republic of Peru owns our capital stock, which both enhances our credit profile and provides us access to potential sources of funding, if needed.

Sources of funds

We received substantially all of our funding from a S/.2.7 billion equity contribution in 2005 from the Republic of Peru. Since then, we have met additional funding needs by reinvesting our net income annually into our business, as required by our bylaws and by applicable Peruvian law. However, we have sought to diversify our sources of funding. In February 2012 we entered into our first bank borrowing, a US$100.0 million unsecured loan from Banco de la Nación, a Peruvian state-owned bank, which was used, in part, to place loans with intermediary financial institutions. This loan matures in February 2015 and accrues interest at an annual rate of 2.31%. As of December 31, 2012, our outstanding loan obligations denominated in US dollars were not hedged with swap agreements, as we are able to mitigate the associated risk with assets denominated in US dollars that we inherited from our predecessor entity.

We have total outstanding indebtedness, including accrued interest, of S/.215.6 million (US$ 84.6 million) as of December 31, 2012 (not including debt due under the Notes), all of which is the unsecured Banco de la Nación loan and all of which would have priority of payment over all other debt, including the notes, in the event of our insolvency. As of December 31, 2012, we were in compliance with all financial ratios and other covenants contained in the credit agreement.

We also believe that historically we have maintained adequate liquidity levels to finance our assets. For example, we have historically had substantial holdings of investments that we have sold in recent years, including in 2012, to provide liquidity to fund the expansion of our lending activities. We had investments of S/. 0 million as of December 31, 2012, compared to S/.205.1 million as of December 31, 2011 and S/.448.9 million as of December 31, 2010. As part of our diversification strategy, we are seeking additional sources of funding in order to continue expanding our lending activities. See “—Principal Trends Affecting Our Business—Limited sources of funding.”

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Bank borrowings

Our balance of total borrowings, including accrued interest, totaled S/. 215.6 million (US$84.6 million) as of December 31, 2012 (not including debt due under the Notes). This balance relates to the Banco de la Nación loan we incurred in February 2012 in line with our strategy of diversification of our sources of funding. This loan matures in February 2015 and accrues interest at an annual rate of 2.31%. We have drawn down the entire amount of the loan, and began making biannual interest and principal payments on August 31, 2012.

The table below sets forth our current and noncurrent borrowings as of the dates indicated

As of December 31,

2012 2011 2010

(S/. in thousands)

Current portion ............................................................. 85,913 — — Long-term ..................................................................... 129,684 — —

Total Borrowings ............................................... 215,597 — — Credit operation with Banco de Crédito del Perú

In 2012, we conducted a credit transaction with Banco de Crédito del Perú whereby we sold the next 36 principal and interest payments due on a S/.205.1 million loan portfolio and received S/.188.0 million as payment, which is the approximate net present value of those payments. The remaining payments due on these loans were not sold in the transaction and were retained by us. The loans in this portfolio continue to be booked as part of our loan portfolio, remain eligible for CRC coverage and for payment of the good payer award. In accordance with SBS rules, we recorded this transaction as a sale of installment payments, derecognizing the outstanding capital for the amount received and deferring the gain obtained. The principal motivation for this transaction was to reduce risk concentration with Banco de Crédito del Perú in terms of the principal amount of loans outstanding under our credit lines to specific intermediary financial institutions that are limited by SBS and Peruvian Banking Law regulations to 30% of our total loan portfolio. For more information, see note 8 to our unaudited financial statements.

Disbursements from the CRC-PBP trusts

In 2012, we requested a partial release of assets available for distribution from the CRC-PBP trusts that cover our obligations under our legacy portfolio. We supported our request with a study performed by an independent group of experts at Universidad ESAN, a local business school, as required by applicable regulation. Once approved by the SBS, distributions of S/.290.0 million (in respect of the nuevos soles trust) and S/.50.7 million (in respect of the US dollar trust) were made to us from trust assets. See “Selected Statistical Information—Accounts Receivable from CRC-PBP Trusts.” The amounts of these disbursements will be used to fund our operations. In the future, as our obligations under the CRC-PBP trusts are reduced, we may seek further disbursements of trust assets as a source of funding.

Hedging policy

Currently, we enter into hedging arrangements exclusively to cover any mismatches in our portfolio of assets and liabilities denominated in foreign currency. Consequently, our current hedging policy imposes a limit of 100% coverage. Our internal policy is to maintain minimum coverage of 80% of our exposure to foreign currency. As we expand our sources of funds to local and international capital and credit markets and further incur indebtedness in currencies other than the nuevo sol, we will be required to enter into hedging arrangements to protect against the risk of fluctuations in the rate of exchange between nuevos soles and the US dollar, among other currencies. We fund all our loans exclusively in nuevos soles. As we expand our funding in the international capital markets in foreign currency, we will increase mismatches between our assets and liabilities. Pursuant to SBS regulations, our maximum exposure to foreign exchange risk is 10% of our shareholder’s equity (without giving effect to qualified hedging arrangements). In addition, SBS regulation provides, among other things, that (i) our net position in financial derivatives in foreign currency may not exceed the greater of 20% of our shareholder’s equity

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and S/.300.0 million; and (ii) our net foreign currency position may not exceed 50% of our shareholder’s equity. As a result, we will have to enter into hedging arrangements to cover our expected future exposure to foreign currencies to manage our risk and comply with applicable regulations, in particular, we will be required to enter into hedging arrangements in connection with the placement of the notes offered hereby. In any case, we will intend only to hedge our foreign exchange risk and do not engage in speculative hedging.

Capital Adequacy (Regulatory Capital)

Banking regulations on capital adequacy in Peru incorporate the recommendations of the Basel Committee. The SBS has issued guidelines for gradually adopting Basel II. Peruvian Banking Law provides that regulatory capital must be equal to or greater than 40% of the total risk-weighted assets since July 2012. Risk-weighted assets are the sum of (i) 10 times the regulatory capital allocated to cover market risk; (ii) 10 times the regulatory capital allocated to cover operational risk; and (iii) the total amount of credit risk-weighted assets and indirect loans. Such computation must include all balance sheet exposures or assets in local or foreign currency. As of December 31, 2012, our ratio of regulatory capital to total risk-weighted assets was 88.35%

The following table sets forth our regulatory capital as of the dates indicated.

As of December 31,

2012 2011 2010 (S/. in thousands)

Tier 1 Regulatory Capital Paid-in capital ................................... 2,968,160 2,889,344 2,831,257 Legal and special reserves ................ 34,117 25,815 19,361 Accumulated losses (investments) .... - (24) (6,818) Other ................................................. 34 34 34 Total Tier 1 Regulatory Capital .... 3,002,311 2,915,170 2,843,835 Total Tier 2 Regulatory Capital .... — —

Total Regulatory Capital ............... 3,002,311 2,915,170 2,843,835

Risk-weighted assets and credits ... 3,239,913 2,385,225 2,057,361 Tier 1 capital as a percentage of

risk-weighted assets .................... 88.35% 117.52% 138.23%

Lending

Lending policies

We have established policies and regulations to manage our credit risk. These policies help with the proper identification, evaluation, monitoring, mitigation and reporting of all credit risks. In addition, there is a framework to analyze, compare, approve, control and recover credit lines. These policies function independently of the type of product or instrument. The general principles of these internal policies include the following:

We assign risk categories to evaluate the level of risk of each transaction based on the assumed risk(s).

We seek a balance between profitability and risk in all the loans allocated or marketed by the intermediary financial institutions that place our loans.

Any process relating to the monitoring, recovery, liquidation or penalties for past due loans, of any type, is executed in a consistent and standardized manner.

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Credit portfolio

The following table sets out the breakdown of our lending operations by type of financial product offered as of December 31, 2012, 2011 and 2010.

As of December 31,

2012 2011 2010 (S/. in thousands) Loan products Nuevo Crédito MIVIVIENDA ............................ 2,398,983 1,555,029 705,573 MIVIVIENDA Tradicional ................................. 475,378 572,207 669,971 MIHOGAR ......................................................... 152,523 187,377 201,132 Crédito Complementario Techo Propio ............ 130,550 116,934 82,134 MIVIVIENDA Estandarizado ............................ 17,820 19,692 21,564 Crédito MICONSTRUCCION ........................... 5,752 — —

Total .................................................................. 3,181,006 2,451,239 1,680,374

Our clients are intermediary financial institutions, which have no past-due loans with us and we currently have no pending claims against them. The final borrowers are clients of the intermediary financial institutions. Consequently, any past-due loan of the final borrower are accounted for and provisioned by the intermediary financial institution, and not directly by us; provided however that (i) we provision up to one-third of the risk of loss on all loans with CRC coverage and (ii) we also provision as appropriate for all risk associated with our Crédito Complementario Techo Propio loan, which reduces by 10% every two years and ultimately to 33% as of the eighth anniversary of the loan through maturity.

Loans to intermediary financial institutions through the COFIDE trust destined for our final borrowers are our primary use of funds and totaled 100% of our loan portfolio as of December 31, 2012. Past-due loans and loans under legal collection proceedings with respect to our final borrowers totaled S/. 38.2 million as of December 31, 2012, an increase of 33.1% from the S/.27.7 million recorded as of December 31, 2011. Past-due loans totaled S/.27.7 million as of December 31, 2011, an increase of 11.4% compared to S/.24.8 million as of December 31, 2010.

Lending limits

Our overall lending limit is set pursuant to Article 204 of the Peruvian Banking Law, which stipulates that the total amount of direct and indirect credits and financings granted in favor of another person or institution may not exceed 10% of the institution’s regulatory capital. However, such limit is increased to 30% for loans between financial institutions, such as the lending between us and the intermediary financial institutions that place our loans. Nevertheless, we approach this as an absolute maximum limit and further reduce our exposure to a single financial institution based on our own internal analysis of the credit risk of such financial institution.

Once the groups are determined, there are different approval limits. The table below specifies the percentage maximum legal amount that may be lent to any given financial institution based on the risk classification.

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Risk Equivalence Percent of maximum legal

amount we will lend

A+ Normal 100%

A Normal 100%

A- Normal 85%

B+ Normal 50%

B Normal 30%

B- Potential Problem 20%

C+ Potential Problem 0%

C Potential Problem 0%

C- Potential Problem 0%

Provisioning for non-performing loans, defined as loans more than 90 days past due, within the total loan portfolio is based on the criteria and percentages established in SBS Resolution No. 11356-2008 (Reglamento para la evaluación y clasificación del deudor y la exigencia de provisiones), which has been effective since July 1, 2010.

The SBS has established criteria to classify direct and contingent loan portfolios by type and category. Loans are categorized by type based on the following categories: large companies, medium sized companies, small companies and micro-enterprises, consumption and home mortgages. Borrowers are classified in the following categories: normal, with potential problems, deficient, doubtful and loss.

Provisions for non-performing loans include a specific portion and a general portion. The specific portion of the provisions for loans to corporate, large companies, medium sized companies, small companies and micro-enterprises is calculated based on the percentages established by the SBS, which vary as a function of the classification of the borrower and the type of guarantee that was received as part of the loan. In the case of consumption loans and home mortgages, the specific portion of the provision is calculated based on the percentages established by the SBS, depending on the borrower’s category and the number of past-due days.

The general portion of the provision includes a preventive measure for intermediary financial institutions that are classified in the “normal” category according to the SBS classifications. In addition, our portfolio includes voluntary general provisions. According to our internal policies, which are permitted by the SBS, we create general voluntary provisions for our loan portfolio based on macroeconomic analysis and its potential impact on the intermediary financial institutions that place our loans, in addition to some general voluntary (preventive) provisions whenever we perceive that that the intermediary financial institution possesses additional risk. See “—Critical Accounting Policies” and note 3 of the notes to our audited annual financial statements.

Risk Management

We have specific risk management policies and procedures designed to identify and manage (i) market risk, (ii) operational risk, (iii) credit risk, (iv) foreign exchange risk, (v) liquidity risk, (vi) asset/liability risk and (vii) structural risk.

Market risk

Market risk is the risk of loss due to variations in interest rates and prices in the financial markets, including foreign exchange volatility or a change in the prices of investments. Market risk includes liquidity risk which is caused by mismatches between assets and liabilities. Our risk committee, composed of two members of our board of directors and one member of our senior management, sets policies that limit and monitor our market risk. In

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addition, our investment committee meets regularly (typically every two weeks) to monitor the evolution and risks of our portfolio investments.

The main positions we currently hold in our trading portfolio are held in nuevos soles. Our principal assets in foreign currency relate to our portfolio of legacy assets that are denominated in US dollars and the balance of which has been significantly reduced since 2007, to an outstanding balance of US$163.6 million at December 31, 2012. The value at risk is the basic determinant for developing internal models. We calculate the risk by taking the variations in risk factors as estimated by one or more independent market makers. Given our strategy to create a market for various financial instruments and our ability to incur such risks, we have set alerts and limits that consider such factors as the volatility of the sovereign bonds, exchange rate volatility and the relative value-at-risk position, among others. We have approved the following control tools: (i) market risk policies, (ii) exchange rate risk policies for trading positions, and (iii) interest rate risk policies for trading positions. Such policies incorporate standardized methodologies of risk value and clearly defined product procedures, as well as stress testing.

Operational risk

In general terms, operational risk is represented by the potential loss resulting from human error, deficiencies in information systems or internal control systems, including processing errors as well as those caused by external factors. Operational risk also encompasses legal risk, which is defined as the potential loss resulting from non-compliance with legal, administrative or contractual obligations.

We manage operational risk loss through quantitative and qualitative measures. We have adopted several measures to manage and control operational risk, and we continue to improve our performance in this area. The principal operational risk controls include: (i) segregating functions across different internal departments and external organizations; (ii) allocating specific responsibilities to each area; (iii) organizing procedures aimed at ensuring all approved operations or transactions are processed; (iv) internal reconciliation of positions, bank accounts, and securities in custody; (v) daily calculation of results in order to detect unfavorable trends in operations; (vi) compliance with strict security procedures when administering systems, so that an independent area provides controlled access through inputting of passwords and user profiles; and (vii) continuity of operations system designed to ensure the continuous operation of our systems and processes in the event of a disruption. Furthermore, our risk committee periodically reviews our exposure to operational risk and prepares a monthly report to our board of directors regarding our mitigation measures.

In addition, we also employ a practice that requires legal and tax advisors to perform regular operation checks in order to ensure accurate compliance with appropriate regulations. Prior to commencing a new transaction, we confirm that the operation and necessary legal documentation complies with our internal policies and manuals on the prevention of money laundering and terrorism financing FMV’s Prevention of Money Laundering and Terrorism Financing System (“SPLAFT”) include a full time officer, handbooks on policies and proceedings, computer support tools and yearly trainings and workshops. We have implemented measures to collect operational risk data and have been developing contingency plans to mitigate the effects of this risk. We also have invested in upgrading our technology to improve security of our operations.

Credit risk

Credit risk represents the potential loss incurred by non-payment of a debtor, issuer or counterparty in operations carried out with us as a result of their inability or unwillingness to pay back the credit extended. In order to manage the risk of such potential loss, we have put in place credit procedures and policies to ensure credit risk is appropriately managed.

We enforce a strict credit risk management process that includes: (i) using pre-determined parameters to select intermediary financial institutions to place our loans as well as requiring the intermediary financial institutions to incorporate our pre-determined parameters into their evaluation of a final borrower’s credit risk; (ii) preparation and evaluation of qualitative and quantitative analysis; (iii) approval of credit proposals in accordance with approved procedures and autonomy levels; (iv) monitoring adherence to limits and policies; (v) daily monitoring of changes in our portfolio that may impact credit risk and use of an early warning system; and (vi) drafting a corresponding credit risk report.

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In the case of securities (investments) and loans, we measure credit risk against 100% of the original value of the transaction. However, in the case of money market transactions, counterpart settlement risk is estimated as the difference between the price agreed and the market price of the instrument involved, representing the loss in the event of default.

In the case of derivatives, we calculate risk as a fraction of the total operation equivalent to the cost of closing a position that may be open at the time of default, taking into account the legal time period required for closing the position, the time required to recuperate the collateral, as well as any price volatility.

Credit risk policies for the intermediary financial institutions that place our loans and the final borrowers as well as policies governing counterpart and issuer risks contain the main approval tools for controlling risk. These tools outline the rules for credit approval, oversight, collection and recovery, as well as the management of guarantees. We employ specific procedures to evaluate and rate the intermediary financial institutions that place our loans. In addition, an early warning system exists and functions independently from periodic checks.

Asset/Liability management

Asset/liability management risk represents the potential losses that could result from our management of our loan portfolio and the investments of our portfolio of assets and of the resulting mismatches between our assets and liability positions. We manage these risks by implementing several procedures to ensure these potential mismatches are mitigated.

We undertake a complete analysis of the credit, market and operational risk associated with the proposed financing of our loan products. Financing for these loans is derived from our shareholder’s equity that is invested in liquid assets and with our recent borrowing from Banco de la Nación. In evaluating the risks inherent in our loan products, we seek to minimize mismatches with our liabilities by (i) distributing balances by currency and by concentration of assets and liabilities; (ii) adhering to and managing the 30% concentration of exposure to each intermediary financial institution; (iii) measuring the impact of limits on structural interest rates on our balances (5% of shareholder’s equity on regulatory capital and 20% of shareholder’s equity); (iv) regulatory limits on exposures to foreign currencies; (v) limits on our net position from derivative instruments; and (vi) the impact of liquidity ratios.

Liquidity risk

Management of liquidity risk implies maintaining or developing a structure in the assets and liabilities portfolios to diversify our sources of financing and staggered maturity dates between assets and liabilities. We manage liquidity risk by considering an internal liquidity ratio, liquidity gaps and scenarios in the event of liquidity stress. The scenarios are prepared in accordance with our internal guidelines and SBS requirements. If we were to anticipate a liquidity risk, we have a contingency plan in which we can consider liquidating certain assets, issuing debt or incurring loans.

As of December 31, 2012, 2011 and 2010, our assets and liabilities, from the balance sheet date to a foreseeable contract maturity date, present the following evolution.

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As of December 31, 2012

Up to 1 month

1 to 2 months

2 to 3 months

3 to 6 months

6 to 12 months

More than 12 months Total

(S/. in thousands)Assets Cash and due from banks .................. 240,476 100,000 — — — — 340,476Available-for-sale investment, net .... — — — — — — —Accounts receivable, net (Trust

Agreement – COFIDE) ................. 17,792 17,311 18,233 51,934 104,433 2,935,226 3,144,929Accounts receivable, net ................... — 4,543 1,210 — — 70,518 76,271Other assets, net ................................ — — — — — 3,234 3,234 Liabilities Due to banks and financial

obligations .................................... — 43,663 — — 42,250 129,684 215,597

Other liabilities ................................. 9 — — — — 9,373 9,382 Gap (asset – liability) ...................... 258,259 78,191 19,443 51,934 62,183 2,869,921 3,339,931 Cumulative gap ............................... 258,259 336,450 355,893 407,827 470,010 3,339,931

As of December 31, 2011

Up to 1 month

1 to 2 months

2 to 3 months

3 to 6 months

6 to 12 months

More than 12 months Total

(S/. in thousands) Assets Cash and due from banks .................. 67,229 5,000 45,000 40,000 — — 157,229 Available-for-sale investment, net .... 31 31 10,450 92 — 3,187 13,791 Accounts receivable, net (Trust

Agreement – COFIDE) ................. 15,730 8,214 8,262 25,083 51,526 2,318,861 2,427,676 Accounts receivable, net ................... 1,987 1,714 659 2,824 5,014 397,845 410,053 Other assets, net ................................ 1,862 –– –– 24 703 577 3,166 Liabilities Due to banks and financial

obligations .................................... — — — — — — — Other liabilities ................................. 40 — — — — 1,511 1,551 Gap (asset - liability) ....................... 86,799 14,959 64,371 65,199 52,229 2,321,114 2,600,311 Cumulative gap ............................... 86,799 101,758 166,129 234,158 279,197 2,600,311

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As of December 31, 2010

Up to 1 month

1 to 2 months

2 to 3 months

3 to 6 months

6 to 12 months

More than 12 months Total

(S/. in thousands) Assets Cash and due from banks .................. 86,657 105,000 83,000 230,800 61,200 — 566,657 Available-for-sale investment, net .... 16,181 11,496 1,465 38,039 52,732 328,951 448,864 Accounts receivable, net (Trust

Agreement – COFIDE) ................. 11,865 5,749 5,783 17,556 36,054 1,583,220 1,660,227 Accounts receivable, net ................... 3,472 2,717 1,736 3,466 4,833 377,527 398,751 Other assets, net ................................ 184 — 7,323 33 292 635 8,467 Liabilities Due to banks and financial

obligations .................................... — — — — — — — Other liabilities ................................. — 310 — — 414 1,565 2,289 Gap (asset – liability) ...................... 114,887 121,935 97,571 286,428 149,864 1,911,241 2,681,926 Cumulative gap ............................... 114,887 236,822 334,393 620,821 770,685 2,681,926

Exchange rate risk

We hedge our US dollar exposure, which totaled US$82.1 million at December 31, 2012, US$189.1 million at December 31, 2011, and US$213.1 at December 31, 2010. The coverage of our dollar position through our non-delivery forward contracts was 88.3% at December 2012, 101.6% at December 2011 and 99.7% at December 2010. We also have implemented methodologies and procedures, including value risk analyses, that enable estimates of structural exposure to interest and exchange rate risks, as well as exposure to credit risks derived from exchange rate risks for each group of counterparties.

We manage this risk based on an ongoing monitoring and our previous experience by detecting situations that may have negative financial effects for us.

Structural and interest rate risk

Structural balance sheet risk represents the potential losses resulting from movement in interest rates, exchange rates or the liquidity gap on the structural position of all assets and liabilities both on and off the balance sheet, excluding the trading portfolio. Interest rate risk originates from the possibility that changes in interest rates have an impact on future cash flows or in financial instrument values.

We have approved the following principal policies to control structural risks: (i) risk concentration; (ii) liquidity; (iii) exchange rate; (iv) asset/liability management; and (v) structural interest rate risk policies. We are currently developing our asset management policies. Currently, we rely on our investment management policies as a proxy for a fulsome asset management manual.

Interest rate risk arises from the possibility that changes in interest rates may have an impact on future cash flows or in the value of financial instruments. The interest rate risk of cash flows refers to the risk that future cash flows of a financial instrument fluctuate due to changes in market interest rates. Interest margins may increase as a result of such changes, but also they may decrease when unexpected downward fluctuations occur.

With respect to potential losses due to interest rate risk, we report the impact on net financial margin (profit at risk within one year) monthly to the SBS per SBS methodologies.

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Remaining Maturity as of December 31, 2012

1 Month 1-3 Months 3 Months-

1 Year Over 1 Year Total (S/. in thousands) Interest-earning assets Cash and due from banks .................... 240,476 100,000 — — 340,476 Available-for-sale-investment, net ...... — — — — — Accounts receivable, net (Trust

Agreement – COFIDE) ................... 17,792 35,545 156,366 2,935,226 3,144,929

Total interest-earning assets ........... 258,268 135,545 156,366 2,935,226 3,485,405

% of total ........................................... 7% 4% 4% 84% 100%

Interest-bearing liabilities Due to banks and financial

obligations ...................................... — 43,663 42,250 129,684 215,597 % of total ........................................... 0% 20% 20% 60% 100%

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Off-Balance Sheet Arrangements

The following table sets forth our off-balance sheet arrangements as of the dates indicated.

As of December 31,

2012 2011 2010 (S/. in thousands) Contingent accounts: Forwards (1) .......................................................... 184,875 517,632 596,912 Other contingencies (2) .......................................... — — — Litigation and claims ............................................. — — — Total contingent accounts.................................... 184,875 517,632 596,912 Off-balance sheet accounts: Stand-by letters of credit received as

guarantees ........................................................... 583,753 379,699 483,652 CRC-PBP trust funds in local and foreign

currencies(3) ....................................................... 67,303 396,101 372,979 Employer contribution debt (4) .............................. 18,222 64,781 64,781 Uncollectible accounts written-off ......................... 28,146 28,018 28,018 Mortgage guarantees received ............................... 2,199 2,910 10,541 Ex-Coneminsa Portfolio - Judicial collection

and yield and other accounts receivable ............. 8,511 8,468 8,429 Securities in custody .............................................. 4,565 4,565 4,565 Existing contracts with suppliers ........................... 8,515 7,672 3,737 Funds received from Peruvian government

relating to housing subsidy ................................. 10,540 1,700 1,146 Other minor, net ..................................................... 414 436 411

Total off-balance sheet accounts ......................... 732,167 894,349 978,259

Trusts Law 27677 Fund (5) .............................................. 830,208 816,204 769,060 CRC and PBP Trust(6) .......................................... 151,212 832,230 755,266 Las Garzas Trust(7) ............................................... 23,795 25,297 28,257

Total trusts ........................................................... 1,005,215 1,673,731 1,552,584

Total ...................................................................... 1,922,258 3,085,711 3,127,755

(1) As of December 31, 2011 and 2010, corresponds to the commitment on the forward transactions in US dollars that we contracted to

hedge accounts receivables denominated in US dollars of US$192 million and US$212.5 million, respectively, at December 31, 2011 and 2010. As of December 31, 2012, our commitment on the forward transactions in US dollars was US$ 72.5 million.

(2) As of December 31, 2012, corresponds to the portion of the sale of installment payments from Banco de Crédito del Perú and the loans are still subject to credit risk coverage. For more information, see “—Liquidity and Capital Resources—Sources of Funds—Credit operation with Banco de Crédito del Perú.”

(3) For more information, see “Selected Statistical Information—Accounts receivable from CRC-PBP trusts.”

(4) As of December 31, 2011, corresponds to the collection of the contribution from FONAVI to us at the time of our constitution of public sector entities and their employees (and related liabilities) dating to 1996 and 1997 and from January to August 1998, that are pending final settlement by us with the MEF. The change corresponds to a S/.46,560 million set-off effectuated in February 2012, corresponding to tax credits held by the MEF related to tax solidarity agreed with SUNAT, that was applied for our benefit. The remaining balance due to us by the MEF is represented by a loan agreement incurred pursuant to supplemental memorandum No. 222-2012-FMV/GO, dated August 2, 2012.

(5) Corresponds to the value of the total net assets in the “Patrimonio Fondo Ley” trust established in 2002 that holds the assets transferred to us in 2002 upon liquidation of FONAVI. We administer the assets transferred to the trust and seek recovery and intermediation through participating financial institutions.

(6) Corresponds to the total equity value of the CRC-PBP trusts that we administer in US dollars and nuevos soles.

(7) Real estate trust for which we act as trustee. We assumed administration of the trust assets in 2010, after Banco del Comercio resigned as trustee of the trust.

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Derivative Financial Instruments

We use non-deliverable forward contracts to hedge our currency exchange rate risk. The non-deliverable forwards are a futures contract in which we settle the difference between the contracted rate and the prevailing spot rate on a notional amount.

As of December 31, 2012 As of December 31, 2011

Asset Liability Net Asset Liability Net (S/. in thousands)

Non-deliverable forwards US dollars to Nuevo soles ............... 184,875 -184,875 — 517,632 (517,632)

As of December 31, 2012 and 2011, the effect of gains related to hedging derivatives amounted to S/.18.9 million and S/.25.3 million, respectively. These gains resulted principally from the effects of the fluctuation in the rate of exchange between the nuevo sol and the US dollar on our non-deliverable forward foreign exchange contracts during these periods. As the nuevo sol appreciated against the US dollar, we were able to generate a gain on these transactions.

Critical Accounting Policies

Critical accounting principles and practices used in the preparation of our financial statements included in these listing particulars are described below.

Basis for presentation and use of estimates

Our financial statements have been prepared from our accounting records, which are maintained in nominal nuevos soles as of the dates of the transactions, in accordance with accounting principles prescribed by the SBS specifically for us and SBS GAAP as of December 31, 2012, 2011 and 2010. In the absence of rules promulgated by the SBS, our financial statements have been prepared in accordance with IFRS adopted in Peru through resolutions issued by the CNC.

The preparation of financial statements requires us to make estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the current period. Final results could differ from those estimates. The most significant estimates with regard to our financial statements correspond to the allowance for doubtful accounts, valuation of investments, valuation of derivative financial instruments and the calculation of current and deferred income tax.

Allowance for doubtful accounts

We determine provisions for loan losses on our loans placed through the COFIDE Trust in accordance with guidelines established in Resolution No. 980-2006. We separate each account receivable into two types of risk: those with CRC coverage and those without CRC coverage. Then, pursuant to SBS procedures, we periodically conduct a formal review and analysis, classifying our loan portfolio in one of the following risk categories: (i) normal, (ii) with potential problem, (iii) substandard, (iv) doubtful or (v) loss. The classification is based primarily on the risk of non-payment of each loan.

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For loans that do not have CRC coverage, we establish provisions based on the classification assigned to the intermediary financial institution that places the loan. For loans with CRC coverage, the table below sets forth our provisioning levels.

Risk category

Provision level (% of principal of loan

outstanding)

Normal ................................................................ 0.7 With potential problem (CPP) ............................. 5.0 Substandard ......................................................... 25.0 Doubtful .............................................................. 60.0 Loss ..................................................................... 100.0

The calculation of the provisions for loan losses with respect to loans that are classified as “doubtful” or “loss” for more than 36 months or 24 months, respectively, does not take into account the value of any collateral. The provisioning with respect to such loans is calculated as if they were unsecured.

Other accounts receivable, net consists of payment-in-kind received from banks in liquidation, and other accounts receivable that, due to ongoing litigation, do not bear interest. Any recoveries are recorded on a cash basis. To determine the provisions for risk of loan losses for these accounts, we rank these assets according to SBS Resolution No. 11356-2008.

For mortgage loans, the risk classification takes into consideration several factors, including (i) the payment history of the loan, (ii) our relationship history with management of the intermediary financial institution, (iii) the intermediary financial institution’s operating history, repayment capability and availability of funds, (iv) the status of any collateral or guarantee received, and (v) the risk classification granted by other intermediary financial institutions. For small-sized company, micro-business, consumer (revolving and non-revolving) and residential mortgage loans, the risk classification is based on the length of overdue payments. The following table sets forth the loan classification for small-sized companies, micro-enterprises, consumer loans, and residential mortgage loans:

Level of Risk Classification Past Due (in days) Reserve (in%)

Normal (Normal) 0-30 0.7

Potential Problem (Problema Potencial) 31-60 2.5

Substandard (Deficiente) 61-120 12.5

Doubtful (Dudoso) 121-365 30.0

Loss (Pérdida) more than 365 60.0

In accordance with applicable regulations, the calculation of the provision for loan loss is determined on the basis of the intermediary financial institution’s classification and using specific percentages which vary depending on whether the client’s debts are secured with preferred self-liquidating guarantees (cash deposits and rights over letters of credit), preferred guarantees that may be readily liquidated (treasury bonds issued by the Republic of Peru and marketable securities included in the Lima Stock Exchange Selective Index, among others) or preferred guarantees (primary mortgages on real estate, primary pledges on certain financial instruments and easily liquidated products and merchandise subject to warrants, among others), considered at their net realizable value as determined by an independent appraisal. The calculation of the provision for loan is determined primarily on the basis of its classification, the type of related collateral, its liquidity, and the ease of execution and its net realizable value, as determined by an independent appraisal. The guarantor’s credit classification is also a factor in calculating the provision when loans are made to subsidiaries of a finance or insurance company.

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Value of investments

Investments have been valued in accordance with SBS Resolution No. 10639-2008, issued on October 31, 2008, which establishes modifications in the classification and valuation of investments. These modifications were made prospectively in accordance with the provisions set forth in SBS Resolution No. 10639-2008.

Recognition date of transactions

Transactions must be recorded using the trading date (i.e., the date on which the reciprocal obligations that must be performed within the term established by regulations and market practice of operation).

Classification

Available-for-sale investments are held for an indefinite period and may be sold for purposes of liquidity or changes in interest rates, exchange rates or cost of capital; or they may not be qualified to be classified as at fair value through profit and loss or held-to-maturity. The estimated market value of available-for-sale investments is determined primarily on the basis of market quotations or, lacking these, based on discounted cash flows using market rates that reflect the credit rating quality and maturity of the investment.

Held-to-maturity investments are (i) acquired or reclassified for the purpose of holding them until their maturity date, except for the cases where the sale, assignment or reclassification are allowed by the SBS, (ii) held by companies having the financial capacity and the intent to hold investment instruments until their maturity, (iii) rated or have risk classifications, as required by SBS regulation, and (iv) held by companies that assess their financial capacity to hold such investments until their maturity at classification or at and the closing of each fiscal period. When these investments are sold without complying with what is established in the SBS regulation and similar financial instruments are again acquired from the same issuer, they may not be recorded as held-to-maturity without authorization from the SBS.

Initial recognition

The initial recognition of available-for-sale and held-to-maturity investments is carried at fair value plus transaction costs that are directly attributable to the acquisition of such investments.

Amortized cost

Any premium or discount is considered in computing the amortized cost by applying the effective interest rate methodology, recognizing accrued interest in the “Income from available-for-sale and held-to-maturity investments” account of the “Financial income” caption of the statements of income.

Valuation of investments available-for-sale

Valuation of investments available-for-sale is recorded at fair value and any unrealized gain or loss in relation to the amortized cost is recognized in net equity.

When the instrument is sold or the gains or losses previously recognized as part of shareholder’s equity are realized, they are transferred to the statements of income for the period. On the other hand, when we believe that the decrease in fair value is permanent or if there is credit impairment, we create a provision and transfer the estimated loss from equity. If the SBS considers it is necessary to provide some additional provisions for any type of investment, such provision will be determined by the SBS based on each individual asset and then communicated to us.

Valuation of investments held-to-maturity

Valuation of investments held-to-maturity is recorded at amortized cost and is not updated to fair value. Impairments are recorded individually for negative changes in the credit capacity of the issuer or obligor in respect

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of the investment, analogous to the treatment of direct loans, directly affecting the results of the period. When these investments are sold without complying with what is established in SBS regulations and similar financial instruments are again acquired from the same issuer, they may not be recorded in this category without prior authorization from the SBS.

Other classifications

The accounts receivable for the CRC-PBP trusts correspond to assets (due from banks, investments and accrued yields) and liabilities. In accordance with SBS Resolution No. 980-2006 these accounts receivable must be recorded as a net balance in the “other accounts receivable, net” line item because we act as both a trustee and trustor of the trusts. Also, any surpluses or deficits generated by the trusts are recorded in the statements of income in “attribution of income from trust” line item financial income.

Derivative financial instruments

SBS Resolution No. 1737-2006, “Regulations for Trading and Accounting of Derivatives for Financial Institutions” and amendments establishes the criteria for accounting for hedging transactions.

Income tax

Income tax and employees’ profit sharing are calculated based on taxable income.

Deferred assets and liabilities are measured using the tax rates that are expected to be in force in the years in which such temporary differences are expected to be recovered or settled. The measurement of deferred tax assets and liabilities reflects the tax consequences that arise from the manner in which we expect, at the balance sheet dates, to recover or settle the carrying amount of assets and liabilities.

Deferred tax assets and liabilities are recognized regardless of when the temporary differences are likely to reverse. Deferred tax assets are recognized when it is probable that sufficient taxable income will be generated against which the deferred tax assets can be offset. At each balance sheet date, we assess unrecognized deferred assets and the balance of the recognized tax assets; thus recognizing a previously unrecognized deferred tax asset to the extent that it may become probable that future taxable income will allow the deferred tax asset to be recovered or reducing a deferred tax asset when it is no longer probable that sufficient future taxable income will be available to allow the benefit related to the deferred tax asset to be used in part or in full.

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BUSINESS

Overview

We are a for-profit entity that is wholly-owned by the Peruvian state, established with the principal goal of providing access to mortgage financing for lower- and middle-income working families and individuals who are most likely to be part of the population most affected by the quantitative and qualitative housing deficit in Peru. We are key to the state’s economic and social development policies, especially as the country seeks to continue addressing an estimated deficit of 1.9 million housing units as of February 2012, according to reports published by the MVCS. One of our key goals is to continue to provide innovative mortgage products and enhance our existing loan programs to accomplish our joint goals of increasing the penetration of mortgage loan financing as a percentage of GDP, which represented approximately 4.0% of Peru’s GDP in 2011, and to enable our borrowers to become formal participants in the economy. By gaining access to our mortgage products, these historically un-banked and under-banked households are able to develop a credit history, enhance their wealth through home ownership, and generally improve their living conditions.

Our loan products are placed through intermediary financial institutions operating in Peru that in turn originate mortgage loans designed to enable our target borrowers to purchase, expand or renovate their homes. The intermediary financial institutions serve as our agents, enabling us to increase the size of our loan portfolio without significant additional operating expenditure. In our business and operating model, we designate a maximum loan balance for each intermediary financial institution. Each intermediary financial institution places and services mortgage loans using our available credit lines and approves each mortgage loan application directly, using its and our credit criteria.

Funding for our loan products is made available to intermediary financial institutions through a trust we established with COFIDE in 1999. Pursuant to the terms of the trust agreement, COFIDE confirms the mortgage loan complies with all our lending requirements, although we have final lending approval over each loan. COFIDE executes a master agreement for each product with the intermediary financial institution. Upon completion of procedural requirements, COFIDE disburses funds to the intermediary financial institution. Funds are then disbursed on behalf of the final borrower by the intermediary financial institution to the seller or developer of the property. Once the individual mortgage is duly filed and the loan documentation is executed, the loan becomes eligible for CRC coverage.

The flowchart below depicts the structure of our loan origination and servicing model.

1. Final borrower signs sale contract. 2. Final borrower applies for loan on basis of sale contract and/or mortgage on property. 3. Financial institution reviews documentation and if qualified, approves loan application and sends to COFIDE for

review. 4. COFIDE verifies application and sends materials to us and we undertake a final review to confirm compliance

with our criteria. 5. Upon approval, funds for each loan are released to COFIDE. 6. COFIDE disburses funds to financial institution. 7. Once guarantee or mortgage (or both) is formalized and registered, funds are disbursed to seller, project developer

or supplier. These arrangements may also be structured through the constitution of a trust.

Trust Agreement

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We believe that the use of our products serves as a conduit for a progressive transition of our final borrowers to formal banking services that ultimately benefits the intermediary financial institutions that service our loans as well as the Peruvian financial services industry overall. Based on recent estimates published by the MVCS, over the past ten years an average of 142,000 families and individuals per year have become formalized into the Peruvian economy, providing a source of new borrowers for our products. As a result of public policy initiatives carried out by several Peruvian administrations, land and title registrations have increased substantially in Peru in recent years, reaching an estimated 3.3 million new titles registered as of December 31, 2011, based on data published by INEI. We believe increased title registrations will contribute to the expansion of mortgage lending in Peru and provide a source of borrowers for our mortgage products.

The following table provides a breakdown of our loan portfolio by each intermediary financial institution that places our loans as of the dates indicated, recorded as accounts receivable (Trust Agreement – COFIDE) on our balance sheet.

As of December 31,

2012 2011 2010

International ratings in US dollars

(Moody’s/S&P/Fitch) (S/. in

thousands) %(S/. in

thousands) % (S/. in

thousands) % Banco Internacional del Perú - INTERBANK .....

Baa3/BBB/BBB- 885,796 28% 647,961 26% 406,593 24%

Banco de Crédito del Perú ...............................

Baa2/BBB/BBB+ 805,475 25% 632,944 26% 389,429 23%

Banco BBVA Continental ....................

— /BBB/BBB+ 446,587 14% 337,646 14% 203,347 12%

Banco Scotiabank ........... Baa2/BBB/BBB+ 286,202 9% 252,000 10% 195,599 12% Banco Financiero del Perú ...............................

— 218,776 7% 187,374 8% 162,292 10%

Others (1) ........................ — 538,170 17% 393,314 16% 323,114 19% Total ................................ — 3,181,006 2,451,239 1,680,374

(1) Includes 29 financial institutions that have less than 5% concentration.

Relationship with the Peruvian state

The Peruvian state holds 100% of our equity through the Fondo Nacional de Financiamiento de la Actividad Empresarial del Estado (Peruvian National Fund for the Financing of Business Activities of the State, or “FONAFE”), which is responsible for managing Peru’s corporate and business affairs. One of the state’s principal goals is to promote home ownership for a sector of the population that has traditionally not been served by the private financial industry. Our role in that effort is to design mortgage products that can be efficiently channeled through financial intermediaries and enable lower- and middle-income working families to access mortgage loans at attractive fixed rates of interest and with long-term maturities. Though we are a for-profit entity, applicable law and our bylaws (estatuto social) require that we invest our annual net income in the development of our business.

Our board of directors acts independently from the Peruvian government for our day-to-day affairs, however, all five members of our board of directors are designated by FONAFE three of which are independent, meaning they are not affiliated with or employed by the Republic of Peru or any agency of the Peruvian state. The members of FONAFE’s board of directors are the ministers of the MEF, the MVCS, the Ministry of Communications and Transportation (Ministerio de Transportes y Comunicaciones), the Ministry of Energy and Mines (Ministerio de Energia y Minas) and the Presidency of the Council of Ministers (Presidencia Consejo de Ministros).

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We are an independent organization that adheres to the general policies of the MVCS. We administer the Techo Propio subsidy on behalf of the MVCS. We are also a participant in the Sistema Financiero Nacional (National Financial System), which is composed of a number of private and public sector banks, financial institutions, development organizations and state entities.

Funding

Our initial source of funding came from a capital contribution made by the Peruvian state through FONAFE in 2005 of approximately S/.2.7 billion by means of a contribution of assets. Pursuant to Peruvian Law No. 28579 and our bylaws, we are required to capitalize all our annual net income after complying with certain legal reserve requirements. Our net income was S/.91.7 million, S/.83.0 million and S/.68.6 million in 2012, 2011 and 2010, respectively. We currently source a portion of our ongoing funding needs from the capitalization of our net income and have accessed alternative sources of funding only on a limited basis in the past. However, as part of our strategy of diversifying our sources of funding, in February 2012 we incurred a US dollar-denominated US$100 million loan from Banco de la Nación. We have also obtained funding through credit operations with intermediary financial institutions whereby we have sold our right to receive future installments due on our loan portfolio. Our most recent transaction was in 2012 with Banco del Crédito Perú. In 2012, we also liquidated certain investments and obtained authorization for partial release of excess assets held in the CRC-PBP trusts and used the proceeds received to expand our lending activities. We will seek to continue to diversify our funding sources by raising capital in nuevos soles or US dollar-denominated transactions in the local and international capital markets, the bank lending markets or through other financial transactions.

The CRC-PBP Trusts

We established two CRC-PBP trusts, one in nuevos soles and the other in US dollars. These trusts cover our obligations to pay CRC coverage and the good payer award under our legacy portfolio related to our loan programs that were discontinued from 2005 to 2009, principally Crédito MIVIVIENDA Tradicional. The approximately 5,400 loans covered by these trusts were funded by participating financial institutions directly from their own funds in both US dollars and nuevos soles. As with our current loan products, our CRC coverage covers up to one-third of the principal balance of the covered loan or one-third of the defaulted amount, whichever is lower, for eligible loans with a duly constituted and registered mortgage. We charge a commission for the CRC coverage for loans covered by these trusts calculated as a percentage of the balance disbursed on the loan and deposit commission proceeds in the trust to cover resulting defaults. Any payment due on those covered loans (in the event of default) is drawn from available funds.

The trusts also cover our obligations to pay the good payer award due on loans in the trusts to borrowers who have made timely payments on their loans for at least six consecutive months. We charge the intermediary financial institutions that place our loans a monthly commission for administration and support services provided in respect of the good payer award and deposit the proceeds in the trusts.

We act as fiduciary of the trusts. Funds in the trusts are invested in securities available in the market, including Peruvian sovereign bonds, corporate bonds and similar securities denominated in both US dollars and nuevos soles. In 2012, we requested a partial release of assets available for distribution from the CRC-PBP trusts that cover our obligations under our legacy portfolio. We supported our request with a study performed by an independent group of experts at Universidad ESAN, a local business school, as required by applicable regulation. Once approved by the SBS, distributions of S/.290.0 million (in respect of the nuevos soles trust) and S/.50.7 million (in respect of the US dollar trust) were made to us from trust assets. See “Selected Statistical Information—Accounts receivable from CRC-PBP trusts” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting for CRC-PBP Trusts.”

Investment Considerations

We are an essential component of the Peruvian state’s economic and social development strategy. We are wholly-owned by the Peruvian state and our sole corporate purpose is aligned with public policies that seek to reduce the housing deficit by targeting lower- and middle-income working families. The Peruvian state’s historical support of our operations and our central role as an instrument of economic development make it likely that we will

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have continued strong support from our sole shareholder, if needed. We administer the Peruvian state’s Techo Propio subsidy that is financed through the MVCS. However, we do not subsidize any of the loan products we deliver. In addition, our products receive no direct subsidy from the Peruvian government, with the exception of the good payer bonus we offer under our Nuevo Crédito MIVIVIENDA program in which certain qualified buyers are eligible to have up to S/.10,000 of the cost of the good payer award rebated by the MVCS, once it receives the related funding from the government. Historically, the Peruvian government has not interfered directly in our operations, enabling us to develop sound lending policies that are tailored to the commercial realities of our lending environment rather than prevailing political prerogatives.

We are a key participant in the historically underserved Peruvian mortgage loan segment for lower- and middle-income working families with strong potential for measured growth. Mortgage loans for working lower- and middle-income families are not readily available or accessible in the Peruvian market. We are the most important participant in this market, providing a substantial percentage of the aggregate loans to eligible borrowers at fixed rates of interest and with long maturities, which are especially important in a market with limited sources of such financing. As of December 31, 2012, 30% of the total number of residential mortgage loans outstanding were represented by our products. Given the persistently low penetration of mortgage lending to our target borrowers, the ease with which we can increase further lending without incurring substantial costs and prevailing macroeconomic factors in Peru, we believe we have strong potential for continued growth. The innovative features of our loan products and the continued consistent expansion of the lower- and middle-income working segment of the population in recent years, have made it possible for us to continue growing our portfolio of loans. We also enable our final borrowers to develop or enhance their formal banking experience. As a result, intermediary financial institutions see us as a partner in creating a new pool of customers to whom they can cross-sell other products. We have developed new mortgage products such as Crédito MICONSTRUCCION and Crédito MISMATERIALES and have increased the maximum loan value of the Nuevo Crédito MIVIVIENDA loans from approximately US$70,000 to US$100,000 as a means to further penetrate the market, continue reducing the housing deficit and foster formalization of un-banked and under-banked communities. Our average loan disbursement for these products as of December 31, 2012 was S/ 108,995 for Nuevo Crédito MIVIVIENDA and S/31,293 for Crédito MICONSTRUCCION. We expect to launch Crédito MISMATERIALES later this year.

We have strong risk management processes and policies that are complemented by those of the intermediary financial institutions that place our loans. Our loan origination policies are designed to ensure the orderly development of a portfolio of mortgage loans to our target borrowers, through a diversified pool of banks and financial institutions operating throughout Peru. We are subject to regulation and are supervised by the SBS, the MEF, FONAFE, the Peruvian Central Bank and the Comptroller of the Republic. In addition, the banks and other intermediary financial institutions that sell our mortgage products must also comply with applicable banking regulation, giving our portfolio of loans an additional layer of regulatory protection and supervision. Furthermore, we conduct periodic reviews of all the intermediary financial institutions in our portfolio and a representative sample of the loan portfolio of final borrowers at each intermediary financial institution at least once a year as required by the risk committee of our board of directors, SBS regulations and our internal regulations.

Our high quality loan portfolio has a low incidence of default. The majority of our loans are placed through the largest intermediary financial institutions in Peru, which in turn lend the funds to our final borrowers. Pursuant to our agreements with each intermediary financial institution, payments must be remitted when due regardless of whether the final borrower is current on his or her obligations with the intermediary financial institution. All credit risk not assumed by us is borne by the intermediary financial institution, typically two-thirds or more. As of December 31, 2012, our portfolio of loans had a low loan-to-value ratio of approximately 63% at origination, which in our experience subsequently improves as the value of the mortgaged property increases with the borrowers’ investment of the loan proceeds. In 2010 and 2011, none of the intermediary financial institutions that operate with us had defaulted on our loans. Our loan portfolio has demonstrated very strong performance over time, generating only US$20,000 in losses from defaults from a total portfolio of approximately US$1.8 billion since 1999. In addition, our portfolio of non-performing loans historically has been approximately half the rate for the Peruvian banking system as a whole, or 0.91% of our total portfolio of loans as of December 31, 2012.

We have strong financial performance metrics. We have low leverage, sustained profitability and strong margins, supported by low operating expenses in line with our business model. We have benefited from the strong expansion of our loan portfolio in recent years, with an average annual growth rate of 45.8% from 2010 to 2011.

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Our return on average equity of 3.0% for 2012 compares favorably to other development entities throughout Latin America (including COFIDE), while our return on average assets was 2.6% at the same date. Our efficiency ratio (defined as operating expenses (administrative expenses plus depreciation and amortization) divided by operating margin) was 20.1% for 2012 compared to 20.9% for 2011 and 26.7% for 2010.

Easily scalable business model allows us to increase mortgage lending with minimal additional operating expenditures. The intermediary financial institutions that place our mortgage loans are primarily responsible for originating and servicing the mortgage loans that are offered under our loan programs, though we have internal processes in place to ensure appropriate compliance with our lending criteria. Subject to our credit limits, we are able to increase the amount of credit we make available through the COFIDE trust and thereby increase the number of loans originated without incurring significant additional administrative costs. We believe our target market is currently underserved. Intermediary financial institutions in Peru continue to participate in our loan programs because our loans are cost-effective, generate reliable revenue and enable them to develop a base of borrowers who can subsequently become reliable customers to whom banks can cross-sell other financial and banking products.

Strong corporate governance complemented by an experienced board of directors and management team. We have developed a culture of strong corporate governance, collaborating with institutions such as the Andean Development Corporation (Corporación Andina de Fomento) to help us develop best corporate governance practices based on international standards. In addition, our board of directors, composed of five members, is appointed by the FONAFE board following a thorough vetting selection process designed to identify the most experienced and highly qualified members possible, who are appointed for renewable terms of three years. We believe three-year terms give our board of directors continuity and independence. In particular, we believe we are strengthened by the independence and experience of our chief executive officer and other members of our senior management team who are highly experienced in the financial sector and independent from the state. Certain members of our senior management have worked with us since 2004 giving continuity to our operations. Our board also has established internal risk and audit committees, each of which includes members of our board of directors and management team working together to help reinforce and monitor our risk policies.

Our Strategies

Adapt products and banking platforms to increase home ownership. We will continue to focus on our key mission of expanding homeownership in Peru by expanding our loan portfolio and adapting our product offerings to market requirements. The Peruvian mortgage market continues to be under-penetrated. As the housing deficit continues to be significant, we will focus on adapting our existing products to the expanding lower- and middle-income working class population. We seek to develop new and innovative products designed to assist our target borrowers. This year, we will launch our Crédito MISMATERIALES and Crédito MICONSTRUCCION products that target property owners who need to finance construction costs and the purchase of building materials for their home improvement projects. We will also develop mortgage products tailored to home buyers who are seeking to purchase used homes. We believe this will add liquidity and mobility to the market by allowing current borrowers the ability to sell their existing homes and to acquire larger properties or as they move regionally. We will also seek to offer complementary products such as mortgage insurance that will make interest payments on mortgages if a borrower loses his or her source of income. As the market becomes more sophisticated, we believe we will be able to offer a broader range of products to suit our target borrowers’ evolving needs.

Improve our operations. We will seek to improve our operating performance. Our efficiency ratio was 20.1% for 2012 compared to 20.9% for 2011 and 26.7% for 2010. This is mainly due to increases in our financial income as a result of our efforts to increase good payer award payments and to reduce mortgage interest rates, while maintaining operating expenses constant. We are focused on improving this metric and believe our ability to increase our loan placements while maintaining relatively constant expenses will lead to greater efficiencies and further improved performance.

Diversify our portfolio of loans geographically. Part of our strategy relies on expanding our product offerings to historically under-served regions of Peru. We believe that geographic diversification not only will allow us to more faithfully fulfill our primary mission of providing resources to lower- and middle-income working families throughout the country, but also mitigate the risk that concentration of our loan portfolio could pose. While

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a large proportion of real estate development in recent years has occurred in Lima, we believe there is significant need for new affordable housing developments in provinces throughout Peru. We have recently initiated a nationwide marketing campaign to promote our products and the related benefits for our target borrowers. We plan to cover the principal provinces throughout Peru by 2013 by sponsoring MIVIVIENDA information fairs jointly with some of our financial intermediaries.

Promote new housing developments. We will seek to work with municipal and local governments to promote development of new and emerging urban areas in conjunction with private developers seeking to develop new housing stock. These initiatives will be targeted at communities that have evolving zoning areas that are being auctioned to developers for construction of affordable and mixed-use housing. Specifically, we will work with local governments to identify suitable areas for development, evaluate projects and create proposals, administer the bidding process and work with intermediary financial institutions that will place our loans to design viable loan programs. In this regard, we have a pilot project in Pucallpa where the local government has transferred a 100-acre plot to a land trust for sale to a developer for construction of new homes. We will seek to provide lines of credit through intermediary financial institutions for eligible borrowers who will purchase homes under construction, with payments to be disbursed on a construction progress basis. We are exploring other similar projects in four other municipalities, namely Cajamarca, Tumbes, Moquegua and Trujillo. We believe these projects will allow us to promote development of new housing in underserved communities throughout Peru.

Diversify our sources of funding. While we are able to rely on our income generation capacity for our existing funding needs, we seek to explore other sources of reliable funding at lower costs to continue expanding our mortgage loan portfolio as we did in 2012 with our loan from Banco de la Nación. We will also seek to consummate sales of future loan payments due on our portfolio to both raise capital for our funding needs and to reduce our concentration exposure to specific intermediary financial institutions, similar to a recent transaction we completed with Banco de Crédito del Perú. We will also seek to deploy available assets in the CRC-PBP trusts as a source of funding, as we did in 2012. We will explore opportunities to fund our operations in nuevos soles and US dollars both through the local and international capital and credit markets. We are also seeking formal approval from the SBS to issue certificates of deposit to state-owned entities in 2013 as an alternative source of funding. We are one of the few public financial institutions in Peru that has been given the authority to issue those certificates of deposit. We believe this additional source of funding will allow us a meaningful opportunity to further expand our loan portfolio and provide long-term capital at fixed rates.

Implement retention measures for our employees. We believe our employees are one of our key resources and will seek to develop retention and promotion initiatives to further reduce turnover. These measures may include developing career plans, providing educational stipends and career-enhancing courses, and developing specific promotion opportunities based on defined performance metrics. We believe these initiatives will enhance the quality and experience of our employees and serve as a strong resource for our future expansion strategies.

The Peruvian banking industry

During the period from 1998 to 2004, the overall quality of the Peruvian loan portfolio decreased according to figures published by the SBS; however, consistent improvement in general banking industry indicators in Peru began in 2002. Loan portfolio quality in the Peruvian financial system has improved significantly, with past due loans decreasing from 9.0% of total gross loans as of December 31, 2001 to 1.5% as of December 31, 2011 and to 1.72% as of September 30, 2012, and reserves for loan losses over past due loans increased from 118.9% as of December 31, 2001 to 251.1% as of December 31, 2011 and to 226.6% as of September 30, 2012 according to figures published by the SBS and ASBANC. Profitability also improved significantly with efficiency, as measured by cost-to-income ratio, improving from 71.7% for the year ended December 31, 2001 to 52.6% for the year ended December 31, 2011, and to 53.2% for the first nine months of 2012.

Return on average equity in the system increased from 4.3% for the year ended December 31, 2001 to 24.5% for the year ended December 31, 2011, and to 23.0% for the first nine months of 2012, in each case according to figures published by the SBS and ASBANC.

In 2005, together with a steady and sustained improvement in Peru’s macroeconomic indicators, credit began to expand again, with performing loans growing 25.2% in 2005, 18.0% in 2006, 34.7% in 2007 and 38.2% in

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2008, remaining flat in 2009, growing 18.9% in 2010 and 17.1% in 2011 according to figures published by the SBS and ASBANC. Nonetheless, the percentage of total loans as a percentage of GDP in Peru has only recently approached 1998 levels, reaching 26.4% as of December 31, 2011, according to figures published by the SBS, which is still significantly lower than that of other countries in the region.

For additional information regarding the Peruvian banking industry, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Principal Trends affecting our business—Peruvian economic environment.”

The information set forth in this section has been provided as of the most recently available date.

The Peruvian mortgage sector

The mortgage loan sector in Peru, though still in a nascent state, has experienced strong and dynamic growth in recent years. The residential mortgage loan sector has grown at a compounded annual rate of approximately 18% from 2006 to 2011. Total residential mortgage loan placements were S/. 24 534 million, of which full service banks had originated an estimated S/.23 604 million at December 31, 2012, in both nuevos soles (S/.12 820 million) and US dollars (US$ 4 229 million). Full service banks originated 96,2 % of all residential mortgage loans currently outstanding in 2012. The remaining balance was originated by municipal banks, microfinance institutions and finance companies, among others. Mortgage loan placements increased 22,7 % from December 31, 2011 to December 31, 2012, while direct loans increased 12,5 % over the same period. The total number of residential mortgage loans at the same date was 188 751, of which 170 198 had been originated by full service banks..

The table below illustrates the growth trend in Peruvian mortgage lending over the period indicated.

Because the Peruvian mortgage market remains relatively small, mortgage loans must be designed to suit Peruvian needs. As consumer spending and disposable income has increased in recent years, living standards have risen and working families tend to have greater need for mortgage financing. The existing housing deficit is also a major factor that contributes to continued strong growth of this market. There is an estimated qualitative deficit of 1.5 million housing units as of February 2012, according to reports published by the MVCS, and an additional quantitative deficit of 400,000 housing units, according to data published by the INEI.

The expansion of mortgage lending has also been driven by the attractiveness of mortgage loan financings that generally consist of smaller loans with very low incidence of default (0.8%) compared to micro-lending (4.3%), credit cards (4.1%) and loans to small enterprises (5.7%), in each case, as of December 31, 2012. Based on findings in the National Peruvian Consumer Study 2011 conducted by Arellano Marketing, housing costs are the second highest household expenditures, 27% of Peruvians invest in their homes once their income increases, and approximately 90% of Peruvians own their residence, as opposed to renting.

24,534 

 ‐

 5,000

 10,000

 15,000

 20,000

 25,000

 30,000

Dic‐06 Dic‐07 Dic‐08 Dic‐09 Dic‐10 Dic‐11 Dic‐12

Mortage Loans in the Peruvian Financial System(en millones de nuevos soles)

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Description of Products and Services

We have four principal products: Nuevo Crédito MIVIVIENDA (New Credit MIVIVIENDA), Crédito Complementario Techo Propio, which is designed to complement the Techo Propio subsidy we administer on behalf of the Peruvian government, Crédito MICONSTRUCCION, and Crédito MISMATERIALES, which we expect to launch this year. All of our current products are denominated in nuevos soles, placed and serviced through intermediary financial institutions and ultimately secured by a mortgage on the property. The table below sets out the general features of each of our products, as of December 31, 2012.

As of December 31, 2012

Nuevo Crédito MIVIVIENDA

Crédito Complementario

Techo Propio Crédito

MICONSTRUCCION

Number of loans outstanding ..................................... 26,783 8,574 187 Amount outstanding (in thousands of S/.) .................. 2,398,983 130,550 5,752 Average disbursed amount at origination (in S/.)....... 108,995 20,180 31,293 Interest charged to financial institution ...................... 6.6% 6.0% 7.5% - 9.0% Interest charged to final borrower .............................. 9.85% 12.57% 13.16% Approximate average term (in months) ..................... 183 179 93

Our portion of the credit risk .....................................

1/3 before eight years,

1/6 after eight years

100%, decreasing 10% every two years

1/3 after 14th year 1/3 for duration of loan

Nuevo Crédito MIVIVIENDA

Introduced in June 2009, Nuevo Crédito MIVIVIENDA is designed to finance the purchase or improvement of homes that cost between S/.51,100 and S/.255,500. It is our most popular product, representing 75.42% of the outstanding balance of our loan portfolio as of December 31, 2012. We charge the intermediary financial institutions that place our Nuevo Crédito MIVIVIENDA loans a fixed annual interest of 6.6%, which generally translates into an average 9.85% rate to the final borrower.

Borrowers under our Nuevo Crédito MIVIVIENDA loans are eligible to have up to S/.12,500 of their loan balances forgiven if they have timely paid (taking into account grace periods) the previous six monthly installments due on their loans through our good payer program (programa del buen pagador). We refer to this benefit as the good payer award (premio al buen pagador). On eligible Nuevo Crédito MIVIVIENDA loans, the MVCS may assume up to S/.10,000 of the cost of the award pursuant to a complementary benefit that we call the good payer bonus program (bono al buen pagador). In those instances, we assume the remaining S/.2,500 of the good payer award. The MVCS may, but is not required, to make contributions to us to defray the costs of the good payer program from proceeds it receives from the state.

For our Nuevo Crédito MIVIVIENDA and subject to the aforementioned S/.12,500 cap, we take 80% of loan value and schedule regular monthly installments through maturity. The remaining 20% of the loan is divided into additional installments due every six months. We review every sixth regular monthly installment. If the final borrower paid the previous six regular monthly installments on time, we forgive the additional installment and recognize the resulting amount as a loss. If the borrower did not pay on time, the additional installment becomes due and the amount of the installment is paid over the following six regular monthly payments.

Another feature of this product is the CRC coverage we offer the financial institutions that place our loans, which covers up to one-third of the loss of default in the first eight years and up to one-sixth of that risk in subsequent years. CRC coverage is available once a mortgage on the underlying property is duly registered. Prior to registration of the mortgage, the intermediary financial institution retains 100% of the risk of loss.

Between the mortgage we obtain on the property and the average 23% down payment required, we believe at the outset we have strong collateral supporting our loans. The value of the collateral generally continues to improve over time as the principal is paid down and the value of the property increases.

Though the intermediary financial institutions that place our loans are free to add additional criteria or more stringent requirements for evaluating final borrowers, we require that any borrower for a Nuevo Crédito

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MIVIVIENDA loan (i) has not previously benefited from housing programs offered through us, FONAVI or other public entities, (ii) does not have any other home, (iii) will not need to spend more than 40% of his or her monthly income on monthly installments due on the loan, (iv) has savings or other sources of funds to make a downpayment that ranges between 10% and 30% of the value of the property, (v) seeks to finance at least 70% of the cost of the home or residence and (vi) will have a loan disbursement of at least S/.35,770.

Crédito Complementario Techo Propio

The Crédito Complementario Techo Propio program was introduced in 2003. It is designed to enable lower-income borrowers to purchase or improve homes that cost between S/.20,075 and S/.51,100. The program is offered in conjunction with the Techo Propio subsidy we administer on behalf of the MVCS. It is the second most popular product among our current offerings, representing 4.1% of our outstanding loan portfolio as of December 31, 2012.

We charge 6.0% annual interest to each intermediary financial institution that places this loan product, which generally translates to an approximate average 12.6% annual interest rate for the final borrower. This program is available exclusively to lower-income borrowers, considered as those who generally have household income of S/.1,642.50 per month or less. The maximum amount available under the Techo Propio subsidy is 5 UITs (S/.18,500 in 2013). An eligible borrower must also have sufficient funds available to pay at least 10% of the down payment. We provide CRC coverage for this product that reduces over time, whereby we assume up to 100% of the risk of default during the first two years that reduces by 10% every two years until the 15th year, at which point its coverage remains at one-third through maturity. The intermediary financial institution that places the loan under this program assumes the remaining portion of the risk.

Though the intermediary financial institutions that place our loans are free to add additional criteria or more stringent requirements for evaluating borrowers, we require that any borrower for this credit (i) does not have own any other home or residence, (ii) has not previously benefited from housing programs offered through us, FONAVI or other public entities and (iii) will not need to spend more than 40% of his or her monthly income on monthly installments due on the loan. We apply a maximum loan-to-value of 80% of the mortgaged property and require a minimum down payment of 10% of the cost of the relevant residence, although all of the Crédito Complementario Techo Propio loans in our portfolio have loan-to-value of 50% or less.

Crédito MICONSTRUCCION

Crédito MICONSTRUCCION was launched as a pilot program in 2012 and will be widely available in 2013. This product is part of our effort to reduce the qualitative housing deficit. This product allows borrowers who own a property the opportunity to build, expand or improve their home or residence. Loans disbursed will range from S/.10,950 to S/.91,250.

We charge annual interest of 7.5% to the intermediary financial institutions that place this loan product if it opts not to obtain CRC coverage, or 9.0% with CRC coverage. This generally translates to an approximate average 13.4% annual interest rate for the final borrower. For intermediary financial institutions that elect CRC coverage, we assume up to one-third of the risk of default by the final borrower.

Though the intermediary financial institutions that place our loans are free to add additional criteria or more stringent requirements for evaluating borrowers, we require that any borrower for this credit (i) own a duly registered home with at least basic services and utilities and an unencumbered title to the property, (ii) not have any current liens or mortgages on the home or residence and (iii) will not need to spend more than 30% of his or her income on monthly installment payments on the subject loan. We obtain a mortgage on the entire home until the loan balance is paid, making loan-to-value of this product generally very low.

Crédito MISMATERIALES

Crédito MISMATERIALES was created in 2012 and is in the process of being rolled out for official launch in 2013. It too is designed to reduce the qualitative housing deficit and allows borrowers to purchase materials from an authorized provider for construction, expansion or improvement of a home or residence owned by the borrower. Loans can have a maximum outstanding balance of S/.15,000 and will be disbursed through a prepaid card similar to a debit card.

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The features of the Crédito MISMATERIALES product are still under development. However, we expect to charge the intermediary financial institutions that will place this loan a similar rate compared to our other products. In order to prevent fraud, the product will be linked to a prepaid card that will only work at certain vendors pre-selected by the intermediary financial institution. The card will be electronically restricted to purchase specific materials and we will require photos of the materials being delivered to the construction site. We will obtain a mortgage on the entire home until the loan is paid off, which we believe will add an additional layer of fraud protection. We expect to offer credit risk coverage on this product.

Discontinued Legacy Products

As part of our strategy to serve greater numbers of borrowers, from 2006 to 2009 we discontinued the following products (i) Crédito MIVIVIENDA Estandarizado, (ii) Crédito MIHOGAR, and (iii) Crédito MIVIVIENDA Tradicional. These loans were originated in both US dollars and in nuevos soles and funded directly by the intermediary financial institutions with their own funds. In addition, we no longer offer the Crédito Complementario Techo Propio in US dollars. Though discontinued, we continue to carry existing balances due on these loan products on our balance sheets. We expect these legacy products to be largely paid off by 2024.

For each of these products, we operated using a different business model in which we did not fund loans. Instead, intermediary financial institutions issued qualifying loans using their own funds. We enhanced these loans with two products:

credit risk coverage (or CRC Coverage), in which we agree to assume up to one-third of the unpaid balance of the loan or one-third of the loss upon default, whichever is lower; and

good payer award, in which we incentivize borrowers to pay on time by paying an installment for those who do so. When a borrower makes six on-time payments during a specified period, we pay the next installment to the intermediary financial institution, up to a total of S/.12,500.

To fund and administer the legacy CRC Coverage and good payer award, we established two trusts in June 2007, one in nuevos soles and one in US dollars. We set the regulations for these programs as well as administer any payments due. To fund the program, we charge the intermediary financial institutions an additional commission at the time the CRC Coverage is incurred, which occurs when a duly registered mortgage is issued in favor of the intermediary financial institution. These commissions are deposited into the trusts, which we manage and use solely for funding CRC Coverage and good payer award expenses.

The table below sets forth the commissions we charge through the CRC-PBP trusts for credit risk coverage and the good payer award on these legacy products.

Range of years

Commission - CRC US dollars

Commission - CRC Nuevos soles

% amount disbursed % amount disbursed

16 -20 years 0.0175% 0.0175%

11 - 15 years 0.0135% 0.0135%

10 years 0.0070% 0.0070%

Range of year

Commission - Good Payer Award (US dollars)

Commission – Good Payer Award (Nuevos soles)

% of installment for the good payer

award tranche

% of installment for the good payer award tranche

20 years 16.5830% 12.4380%

10-19 years 16.5830% 16.5830%

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For further details regarding CRC-PBP trusts See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Trends Affecting Our Business—Accounting for CRC and PBP Trusts.” As with our current products, we believe these loans are supported by strong collateral.

Relationship with COFIDE and the Intermediary Financial Institutions that Place our Products

COFIDE administers our relationship with all of the intermediary financial institutions that place our loans pursuant to a trust agreement with us dated March 25, 1999. Pursuant to the agreement, we established a trust with COFIDE, who acts as the trustee and administers funds provided through the trust. We establish the overall policies for funds disbursed under our programs, approve the minimum criteria that intermediary financial institutions must use to screen borrowers and establish how and under what conditions funds are to be made available to intermediary financial institutions for disbursement to the final borrower. COFIDE does not assume any risk pursuant to our arrangement and receives a 0.25% commission at loan origination and an additional 0.25% effective annual interest rate in funded loan balances for its services. Pursuant to the terms of the trust agreement, COFIDE is responsible for:

executing master agreements with intermediary financial institutions that place our loans; ensuring overall compliance with applicable laws and regulations; verifying that the relevant intermediary financial institution is in compliance with terms (including

credit approval policies) imposed by us; monitoring disbursement of funds provided by each program; commissioning audits and submitting reports; establishing further rules and regulations for financial institutions, as necessary; and pursuing or settling legal claims regarding funds administered through the program.

COFIDE is a party to master agreements with each intermediary financial institution that places our loans under each of our products. These agreements cover the procedures the intermediary financial institution must follow as well as minimum requirements for evaluation of the final borrower. The intermediary financial institutions sign loan agreements with the borrower, and the promissory note is written in favor of the relevant financial institution. Though these are ultimately assigned to COFIDE for our benefit, we believe the perception among our borrowers that the loan is coming from the intermediary financial institution rather than a state-owned entity elevates the importance of the obligation to repay and has contributed to our low default rate.

Operational Overview

Our existing products are funded through lines of credit we make available to intermediary financial institutions through the COFIDE trust. Per the terms of the trust agreement, COFIDE confirms the mortgage loan complies with all our requirements, although we have final lending approval over each loan. COFIDE executes a master agreement for each product with the intermediary financial institution and also makes funds under our lines of credit available for the final borrower. Funds are disbursed by the intermediary financial institution once the mortgage is duly filed and the loan documentation is executed.

Approval Procedures

The first step in any loan origination occurs when potential borrower submits an application to an intermediary financial institution that offers our products. Pursuant to the agreement between the intermediary financial institution and COFIDE, the final borrower is required to submit certain documentation as part of the credit application. The intermediary financial institution may apply more stringent criteria than we stipulate, or impose additional requirements or limitations. In addition, we do not impose or suggest interest rates to be charged to final borrowers – each financial institution sets rates in accordance with prevailing market rates.

Once the financial institution has completed its review and approved the application, it is sent to COFIDE which processes the loan application and determines if all requirements imposed by us have been met. In general, if an applicant is determined to meet the minimum requirements he or she is approved, based on our objective qualification criteria. Upon COFIDE’s approval, each loan application is subject to our final approval. In all cases, we certify that the final borrower complies with our internal credit criteria.

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Disbursement Procedures

Once we have approved a borrower, we disburse the funds to COFIDE, which has three business days to disburse the funds to the intermediary financial institution placing the loan. The final borrower must execute a loan agreement and promissory note in favor of the intermediary financial institution placing the loan, although under the agreement between the financial institution and COFIDE, both the loan agreement and the promissory note are assigned to COFIDE for our benefit. Funds are only disbursed by the financial institution when a mortgage or other guarantee, such as a letter of credit, is executed by the final borrower. At that point, the financial institution has five business days to disburse the loan to the project developer or seller. The final borrower never receives any funds, except for Crédito MISMATERIALES, in which we expect the intermediary financial institution to disburse funds to a prepaid card.

Repayment Procedures

Final borrowers are required to begin repayment upon disbursement of the loan, depending on the loan product. This occurs regardless of whether the funds have been released to the seller or project developer and regardless of whether the final borrower’s home or project is complete. The borrower pays the intermediary financial institution in equal installments according to a schedule developed at disbursement. Payments from the intermediary financial institutions to us are processed through COFIDE by automatic wire transfer. COFIDE, acting pursuant to irrevocable instructions, debits the intermediary financial institution’s account at the Peruvian Central Bank for any amount owed. This occurs regardless of whether the final borrower has remitted payment and comes from any available funds in the intermediary financial institution’s name, unless the financial institution has previously notified COFIDE and us that the borrower is in default under the terms of the loan. Once the debit is successful, COFIDE instructs the Peruvian Central Bank to transfer the funds to a bank we have designated.

Loan monitoring

We continuously monitor both the intermediary financial institutions that place our loans as well as the final borrowers. We regularly visit the intermediary financial institution and conduct a review of select groups of credit agreements and records or other documents. Our agreements with the intermediary financial institutions contain a clause that allows us to withdraw our portfolio from the intermediary financial institution without penalty if specified events occur or if we, at our own discretion, decide to do so. While generally used sparingly and only as a last resort, we have invoked this clause in the past when we felt a intermediary financial institution’s deteriorating financial situation made such action prudent. This was the case early in 2012, when we removed our portfolio of loans from a microfinance institution because of concern that it had too much exposure to the fishing industry, which had been experiencing certain disruptions. In those cases, we will place the portfolio with another intermediary financial institution.

Screening Procedures for Intermediary Financial Institutions that Place our Loans

When considering whether to accept a new intermediary financial institution or approve a new product for an existing one, we screen our intermediary financial institutions using the following a six-step process: (i) background evaluation, (ii) quantitative evaluation; (iii) qualitative evaluation; (iv) document analysis; (v) risk analysis and (vi) financial indicators and other criteria. After we disburse funds to an intermediary financial institution, we monitor both the financial institution and the individual final borrowers on an ongoing basis.

Quantitative evaluation

At this step, we consider:

the overall liquidity situation of the intermediary financial institution, as well any restrictions that might be imposed by the SBS or other regulators;

the quality of the assets of the intermediary financial institution, including doubtful accounts, overall trends in the portfolio, concentrations in the portfolio, the overall quality of borrowers in

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the portfolio, any credit ratings per SBS guidelines of the portfolio and the amount of coverage provided by provisions;

the profitability of the intermediary financial institution, including its retained earnings, net operational margin, return on equity, return on assets and return on sales; and

the intermediary financial institution’s solvency, encompassing equity commitments, the on-lender’s structure, its leverage, structure of loans by type of currency and exposure to exchange rate risks and any open lines of credit with other intermediary financial institutions.

Qualitative evaluation

At this step, we consider:

ratings agency reports regarding the subject financial institution; the overall status and historical performance of our loans; the results of our annual audit; our credit risk policies; our investment limits and guidelines to determine our maximum risk tolerance and investment

sublimit, in compliance with our risk policies and applicable SBS regulations and Peruvian Banking Law; and

the mix of our products the intermediary financial institution intends to offer.

Documentation analysis

For this step, we review the intermediary financial institution’s documentation, including:

the financial institution’s credit application; annual reports containing audited financial statements and notes for the prior two years; financial statements for the most recently available interim period; information regarding the potential pool of final borrowers; details of funding sources of the intermediary financial institution; a summary of the financial institution’s shareholders, board of directors and current management

staff; a report on the intermediary financial institution’s housing projects, including their location,

approximate number of units, average price, etc., as well as which builders the intermediary financial institution expects to work with in the coming months; and

any external risk evaluations conducted.

Risk analysis

Our risk department conducts its own analysis, which reviews the areas described above as well as:

market developments, which evaluate the overall position of loans in the Peruvian financial system as well as considering relevant factors of the intermediary financial institution (for instance is it a start up, number of branches or market share);

the financial capacity of the intermediary financial institution’s shareholders and the management skills of its managers, based on their professional development and experience gained in the management of other companies, as well as their credit reports;

the availability of funding sources to raise funds when needed; a determination of what our maximum permitted exposure should be to the intermediary financial

institution; an evaluation the intermediary financial institution’s liquidity and ability to meet short-term

obligations; an evaluation of the quality of the intermediary financial institution’s assets;

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an evaluation of the intermediary financial institution’s solvency over the medium and long term, particularly its ability to withstand increased competition or economic downturn; and

the intermediary financial institution’s profitability, particularly during economic downturns or periods of increased competitive pressure.

Financial indicators and other criteria

Aside from holistic reviews of an intermediary financial institution, we use financial indicators both as part of the initial evaluation and its ongoing evaluation. We focus on four areas of assessment: liquidity, asset quality, solvency and profitability, as set forth below.

Liquidity: for intermediary financial institutions the adjusted liquidity ratio (which is liquid assets adjusted for borrowed resources divided by short-term liabilities adjusted for borrowed funds) should be greater than 8% with respect to nuevos soles and 20% for foreign currency.

Asset quality:

o for high risk portfolios, which includes portfolios that are refinanced, restructured, past due in bankruptcy, net collections should be at least 8%; and

o for risky portfolios, including loans classified as substandard, doubtful or write-offs, mortgage collections should be greater than or equal to 10%.

Profitability:

o retained earnings over the last in 12 months plus or minus return on investment should be greater than zero; and

o net operating margin over the last 12 months should be greater than zero.

Solvency:

o coverage provisions for doubtful accounts should be greater than or equal to comparable averages in the industry;

o the equity commitment ratio, which is used to assess the relationship between potential for losses without provisions compared to equity; and

o the loss ratio tolerance, which is the percentage of assets the on-lender can lose without affecting its solvency, should be greater than zero.

Information Technology

Our IT infrastructure is supported by a data center hosted and managed by IBM in a facility designed to withstand earthquakes. We have, in addition, a backup data center also hosted and managed by IBM ten kilometers from our main datacenter. We have an open technology platform supported by the Oracle 11g database and Microsoft IIS as a webserver.

Our infrastructure is broken down into the following four categories:

Communications: Contains applications and processes for our stakeholders, such as the website, the transparency portal and intranet.

Control: Contains applications and processes for risk management, SBS reports, anti money-laundering efforts and audits.

Operations: Contains applications and processes for:

o Loans and recoveries through the COFIDE operations control system.

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o Investment management systems for our investments and monitoring programs of financial information sources, such as Bloomberg, Reuters, Datatec.

o Techo Propio: an integrated program of granting Techo Propio loans that identifies and records the beneficiary, and all steps through, including the processes of allocation and registration of real estate projects.

o Commercial, with customer systems, care and follow-up claims to real estate.

Back office: Contains enterprise resource management software that manages the entire procurement flow, our budget, human resources functions, and treasury and accounting.

We are in the process of updating our IT platform to deploy modern technology to support critical and non-critical processes. The approximately US$1.0 million IT infrastructure improvement program is expected to be completed by the end of this year and includes:

improvements to our IT platform with upgrades to wires and switches; new asset and liability management software for optimal management of our investments and

accounts receivable; new software to optimize the Techo Propio subsidy we administer on behalf of the Peruvian state,

and a new platform aimed at microfinance institutions that do not have the appropriate technology for

the placement of our loan products.

Facilities

We lease our headquarters, located at Av. Paseo de la República 3121, San Isidro-Lima, Peru. We have not acquired other properties that would be material to our business and financial condition. At some point in the future, we are planning to acquire a new property that will be used as our headquarters.

Employees

As of December 31, 2012, we had 94 full-time employees. We conduct our hiring process independently, in accordance with FONAFE’s administrative guidelines. As part of our strategy to continuously improve our long-term competitiveness, we emphasize investment in human resources. Our employees are not unionized, are not a party to collective bargaining agreements and have not been involved in a strike or work stoppage.

We believe our employees are key to our business and in helping us successfully achieve our objectives. We focus our investments in human resources on providing continual, high-quality training to our employees. We encourage all of our employees to complete at least one training program per year that are sponsored by us.

Competition

As a participant in the mortgage market, we provide intermediate financing mainly to larger Peruvian financial institutions, as well as municipal and rural financial institutions. These intermediary financial institutions ultimately provide mortgage loans to individuals, focusing on lower- and middle income working families, and can determine if they will place our products or not. Increased access to international capital markets, as well as the recent development of the Peruvian capital markets may provide alternative funding opportunities for the intermediary financial institutions that place our loans, reducing demand for our products. In addition, as we continue to prove the viability of our business model, other intermediary financial institutions may offer similar products, and as a result, we may face more intense competition from the traditional Peruvian banking system.

Legal Proceedings

We are a party to a number of legal proceedings in the ordinary course of our business. We are also party to a number of legal proceedings that relate to labor disputes involving former employees. These proceedings are not likely to have a material adverse effect on our financial condition and results of operations.

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REGULATORY

General Overview

Comptroller General of the Republic

We are subject to the supervision of the Comptroller General of the Republic (the “Comptroller General”). Under Peruvian Law, any entity in which the Republic of Peru holds an equity interest is subject to the supervision of the Comptroller General.

The Comptroller General is the regulatory authority of the National Control System (Sistema Nacional de Control), which is responsible for supervising the systems and proceedings of the government and its affiliates in order to ensure the correct, efficient and transparent use and management of the government’s resources and assets, and the activities and roles of public officers.

Ministry of Housing, Construction and Sanitation (MVCS)

Pursuant to Law No. 28579 (Ley de Conversión del Fondo Hipotecario de Promoción de la Vivienda –Mivivienda a Fondo MIVIVIENDA S.A.), we are part of the MVCS umbrella and must follow their general policies. The MVCS is the regulatory authority in charge of the approval, execution and supervision of the public policies in connection with housing, urban matters, construction, infrastructure and sanitation projects.

FONAFE

Pursuant to Law No. 28579 (Ley de Conversión del Fondo Hipotecario de la Promoción de la Vivienda – Mivivienda a Fondo MIVIVIENDA S.A.), we are wholly owned by FONAFE, a Peruvian state-owned company that is responsible for managing the Peruvian government’s corporate affairs.

FONAFE is responsible for, among other things (i) making the Peruvian government’s capital contributions to Peruvian state-owned companies, (ii) making budget allocations as determined by the Peruvian government to finance its business activities, and (iii) making other allocations from the profits generated from Peruvian state-owned companies.

FONAFE’s resources are comprised of: (i) the annual contributions made by the Peruvian Public Treasury, (ii) 100% of all distributable profits obtained from all Peruvian state-owned companies, and (iii) any income FONAFE may generate from its own operations. Such resources are mainly allocated to capital contributions to new or existing entities owned by the Peruvian government.

General Overview of the Peruvian Banking Regulatory Framework

According to SBS Resolution No. 980-2006, we are deemed part of the Peruvian National Financial System and, as such, we are subject to the Peruvian Banking Law and SBS’s regulations. The regulatory framework for the operation of the institutions that are part of the Peruvian national financial system and for investments that the Republic of Peru holds in COFIDE, Banco de la Nación, Banco Agropecuario and Fondo MIVIVIENDA, is set forth in the Peruvian Banking Law, which was enacted in December 1996.

In June 2008, as a way to facilitate the adoption process to the Basel II principles, the Peruvian Banking Law was amended by Legislative Decree No. 1028 and Legislative Decree No. 1052, to comply with the international standards. The changes introduced have been designed to be implemented progressively. The SBS has issued several regulations that seek to adapt the Peruvian financial system to the new Basel Capital Accord. Peruvian banks and other regulated institutions owned by the Republic of Peru, such as us, are principally regulated by the SBS.

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SBS

The SBS is the regulatory authority responsible for the implementation and enforcement of the Peruvian Banking Law and, more generally, for the supervision and regulation of all banks and other financial institutions in Peru. Since July 2005, the SBS has also been responsible for supervising the Peruvian private pension funds and us.

The purpose of the SBS is to: (i) protect the public interest; (ii) safeguard the financial stability of the institutions over which it has authority; and (iii) penalize violations of its rules and regulations.

The responsibilities of the SBS include the following: (i) reviewing and approving, with the assistance of the Peruvian Central Bank, the establishment, organization and operations of the institutions it regulates and their subsidiaries; (ii) overseeing mergers, dissolutions and reorganization of banks, financial institutions and insurance companies; (iii) supervising financial, insurance and related companies from which information on an individual or consolidated basis is required, through changes in ownership and management control; (iv) reviewing the by-laws and related amendments of these companies; (v) setting forth criteria governing the transfer of bank shares, when permitted by law, valuing assets and liabilities for purposes of establishing minimum capital requirements; (vi) controlling the Bank Risk Assessment Center (Central de Riesgos), to which all regulated financial institutions are legally required to provide information regarding all business and individuals with whom they deal regardless of the credit risk (the information provided is made available to all banks and other regulated institutions to allow them to monitor individual borrowers’ overall exposure to Peru’s financial system); and (vii) supervising the anti-money laundering system through its financial intelligence unit.

The SBS enforces the Peruvian Banking Law on an ongoing basis through periodic resolutions. The Peruvian Banking Law provides for strict loan loss reserve standards, aligns asset risk weighing with the Basel Committee on Banking Supervision guidelines and includes the supervision of holding companies of financial institutions by the SBS.

Similar to other financial institutions in Peru subject to the supervision of the SBS, we are required to provide to the SBS, on a periodic basis, our audited financial statements, board of directors’ reports, auditor’s reports and any other reports which reflect the operation of our business.

The SBS also conducts an annual on-site examination to ensure compliance with the Peruvian Banking Law and the rules and regulations thereunder.

The SBS has the power to impose administrative sanctions on institutions subject to its supervision, including their directors and employees, as a result of any violation of the Peruvian financial system rules. Sanctions vary from monetary fines to revoking licenses. The SBS may also sanction directors and other officers of the institutions that are subject to its supervision for breaching SBS regulations.

SMV

The Peruvian Capital Markets Superintendency (Superintendencia de Mercado de Valores or the “SMV”) is the Peruvian securities market regulatory authority. Its main purpose is to promote, supervise and regulate the securities market, the transactions of individuals and institutions participating in the capital markets and enforce compliance of the Peruvian Securities Market Law and its regulations.

In addition, under our organizational documents, we may act as the grantor, trustee or beneficiary of mortgage securitization transactions for the purpose of financing housing projects. In the event that we act in such capacity, we will be required to comply with certain specific regulations issued by the SMV in connection with such transactions.

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Supervision and Regulation

Financial institutions’ regulations on capital adequacy in Peru take into account the recommendations of the Basel Committee. The SBS has taken into account the principles and guidelines of Basel II and Base III in implementing local regulations. Accordingly, the SBS has been gradually increasing the minimum regulatory capital requirement.

Implementation of Basel II principles

To carry out the implementation of Basel II, the SBS has approved a schedule of two phases: a first mandatory phase and a second voluntary phase. During the first phase, which started in 2008 and ended in June 2009, the SBS performed quantitative impact studies and drafted the most important regulations. On June 22, 2008, Legislative Decree No. 1028 was issued, which contains certain amendments to the current Peruvian Banking Law, most of which were aimed to adapt the banking regulations to Basel II standards.

In order to conform to Basel II standards, the methodology for measuring credit, market and operational risks has been amended to allow both standardized and internal model-based methods for measuring market and credit risks. All Peruvian financial institutions should have implemented the standardized approach methodology by June 2009. Financial institutions are able to request validation and approval to implement the internal rating-based (“IRB”) methodology. Only those financial institutions that apply to use the IRB methodology will follow the second phase of implementation of Basel II standards.

The second phase consists of a validation process of the IRB methodology by the SBS and its subsequent approval. Once the IRB methodology has been validated and approved by the SBS, the relevant financial institution will use regulatory capital floors to calculate their capital requirements. The amount of required capital may not be less than the percentage of capital requirements obtained under the methodology.

First Year Second Year Third Year

Basic IRB and Internal Models of Credit Risk ........................................................... 95% 90% 80%

Advanced Models of Credit Risk and/or Operational Risk ....................................... 90% 80% –

Implementation of Basel III Principles

In order to implement the Basel III principles, in July 2011 the SBS approved Resolution No. 8425, which requires additional regulatory capital based on the risk profile of each financial institution in accordance with the guidelines approved by the SBS. The new resolution also includes capital requirements based on the Basel III principles related to capital conservation in order to mitigate the following risks: (a) economic cycle risk, (b) business concentration risk (by individual industry and/or region), (c) market concentration risk, (d) banking book risk and (e) other risks. The new regime will be implemented in phases over time as follows:

Implementation Date Percentage Required of Additional

Capital Requirement

July 2012 ....................................................................... 40%

July 2013 ....................................................................... 55%

July 2014 ....................................................................... 70%

July 2015 ....................................................................... 85%

July 2016 ....................................................................... 100%

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As of the date of these listing particulars, we are in compliance with the additional capital requirement applicable to the period from July 2012 through July 2013.

Legal reserve requirements

Pursuant to Article 67 of the Peruvian Banking Law, all financial institutions are required to have a legal reserve. A financial institution under the jurisdiction of the Peruvian Banking Law must allocate 10% of its net income to its legal reserve until its legal reserve is equal to 35% of its paid-in capital. Any subsequent increases in paid-in capital will imply a corresponding increase in the required level of the legal reserves to be funded as described above.

Lending limits

Under Article 204 of the Peruvian Banking Law, the total amount of credits and financings granted by a financial institution to another financial institution may not exceed 30% of such financial institution’s regulatory capital. There are other limits that require banks or any other regulated institution to diversify their portfolio with counterparties other than financial institutions through different types of assets, giving preference to liquid and low-risk assets.

Lending to related parties

The Peruvian Banking Law regulates and limits transactions with related parties and affiliates of financial institutions. In 1997, the SBS and the SMV enacted regulations containing definitions of indirect ownership, related parties and economic groups, which serve as the basis for determining limits on transactions with related parties and affiliates. These regulations also provide the basis for the subsequent development of specific supervision standards of financial institutions and conglomerates formed by financial institutions.

Additionally, pursuant to Article 202 of the Peruvian Banking Law, the aggregate amount of loans to related- party borrowers may not exceed 30% of a bank’s or any other regulated institution’s regulatory capital. For purposes of this test, related-party borrowers include any person or an affiliate of that person, holding, directly or indirectly, 4% or more of a bank’s or any other regulated institution’s capital stock or having significant influence on the bank’s or any other regulated institution’s management.

All loans to related parties must be made on an arm’s-length basis with terms no more favorable than the terms that we would offer to the public.

In addition, under Article 201 of the Peruvian Banking Law, the total amount of loans extended to directors, officers, employees or close relatives of any such persons may not exceed 7% of a bank’s or any other regulated institution’s regulatory capital. All loans made to a single related-party borrower may not exceed 0.35% of a bank’s or any other regulated institution’s regulatory capital (i.e., 5% of the overall 7% limit) per each person, including such person’s spouse and relatives. In addition, the Peruvian Banking Law generally provides that banks and the other regulated institutions may not extend credit to or guarantee the obligations of employees or members of the board of directors, except for home mortgage loans to employees and directors.

Classification of the loan portfolio

We classify our loan portfolio in accordance with SBS regulations. In accordance with SBS Resolution No. 11356-2008, as of July 1, 2010, we must classify our loan portfolio partly as a “Corporate loan” (créditos corporativos), with respect to the risk we undertake with financial institutions, and partly as a residential mortgage loans, with respect to the risk we undertake with the final borrowers, although we only grant loans to Peruvian financial institutions.

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Loan loss reserves

Procedures relating to loan loss reserves are set forth in regulations issued by the SBS. Banks and the other regulated institutions, such as us, are required to classify its borrowers in one of the following categories:

Normal (Normal): Borrowers that fall in this category are no more than 30 days behind their payments.

Potential Problem (Problema Potencial): Borrowers are 31 to 60 days behind their payments.

Substandard (Deficiente): Borrowers in this category are 61 to 120 days behind their payments.

Doubtful (Dudoso): Loans or credits included in this category are known as doubtful credits. Borrowers are 121 to 365 days behind their payments.

Loss (Pérdida): Borrowers that fall in this category are at least 365 days behind their payments.

Our direct borrowers, Peruvian financial institutions, are classified as Normal and Potential Problem. Our loan portfolio placed by the financial institution has all five classifications.

SBS regulations require Peruvian banks and other regulated institutions to maintain two types of loan loss reserves: (a) general loan loss reserves (provisiones genéricas) on their total direct and indirect loan portfolio that is classified as “Normal” (Normal), with an allowance rate of a minimum of 0.7% for corporate loans, large- sized business loans and residential mortgage loans, and (b) specific reserves (provisiones específicas) on their total direct and indirect loan portfolio classified under the Potential Problem, Substandard, Doubtful and Loss categories, at an allowance rate of 5%, 25%, 60% and 100%. These percentages may be reduced if the loans are secured with certain types of collateral and for certain special types of loans, provided that certain requirements are satisfied.

As of December 31, 2008, banks and other regulated institutions, such as us, were required to make dynamic loan loss reserves (provisiones procíclicas) based on the behavior of Peru’s annualized average GDP over the last 30 months, as determined and published by the Peruvian Central Bank. On September 10, 2009, the SBS, through Circular No. B-2181-2009, suspended the pro-cyclical requirements. The suspension is generally lifted when the annualized average change in GDP over the last thirty (30) months is equal to or higher than 5%. The suspension was lifted in September 2010, through Circular No. B-2193-2010.

We must report loan classifications on a monthly basis to the SBS. The worst classification assigned to a single person by any bank or other regulated institution, such as us, affects classification and provisioning requirements for all other banks and the other regulated institutions, which means that all banks and the other regulated institutions by the SBS are bound by the worst classification that is assigned to any given debtor by any bank and the other regulated institution in the Peruvian banking system.

Corporate loans are, among others, those granted to companies with annual sales of more than S/.200 million during the last two years, accordingly to their latest audited financial statements. Large-sized company loans are those granted to companies: (a) with annual sales of more than S/.20 million but less than S/.200 million during the last two years, accordingly to their latest financial statements; or (b) having outstanding debt instruments in the capital market in the last year. Medium-sized company loans are those extended to companies that have outstanding loans with local financial institutions during the last six months, in an amount greater than S/.300,000, but that do not meet the requirements to be classified as “corporate” or “large-sized company.” Small-sized company loans are those extended to finance the production and sale of goods and services of companies or individuals which, during the last six months, had outstanding loans with local financial institutions (other than residential mortgage loans) in an amount greater than S/.20,000 but less than S/.300,000. Micro-business loans are those extended to finance the production and sale of goods and services of companies or individuals which, during the last six months, had outstanding loans with local financial institutions (other than residential mortgage loans) of less than S/.20,000. Revolving consumer loans are revolving credits extended to individuals to pay for goods, services or expenses, not related to business activities. Non-revolving consumer loans are non-revolving credits extended to individuals to pay

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for goods, services or expenses, not related to business activities. Residential mortgage loans are loans extended to individuals for the purchase, construction, remodeling, subdivision or improvement of the individual’s own home, in each case secured by a mortgage. The classification of a loan determines the amount of allowance that should be recorded in the event that the borrower defaults in its payments.

Risk of over-leveraged consumers

According to SBS Resolution No. 6941-2008, as amended, banks and other regulated institutions, such as the financial institutions that place our loans, must adopt a system to manage the risk of over-indebtedness that (a) mitigates such risk before and after making the loan, (b) constantly monitors the portfolio to identify over-leveraged borrowers and (c) periodically evaluates control mechanisms used and any corrective actions or improvements required, as the case may be.

The board of directors of banks and other regulated institutions, such as the financial institutions that place our loans, are responsible for (i) establishing and reviewing the policies and proceedings for the identification, measurement, treatment, control, reporting and monitoring of the risk from the level of indebtedness of its consumer banking customers and (ii) causing management to adopt the necessary measures to monitor and control such risks. We do not directly undertake these activities as we lend exclusively to financial institutions. In addition, the board of directors must cause the bank or the regulated institution to have an organizational structure that guarantees total independence between the risk and the commercial divisions and that the incentive schemes for employees’ performance do not cause a conflict of interest with risk management policies.

Integral Risk Management

SBS Resolution No. 37-2008, enacted in January 2008, contains guidelines for integral risk management of financial institutions. Integral risk management is a process intended to identify potential events that can affect banks or other regulated institutions and to manage those events according to its nature and risk level. This new regulation covers all kinds of risks that could affect a banking operation, such as operational, market, credit, strategic, liquidity, legal and reputational risks.

Investments in financial instruments

Investment in financial instruments by Peruvian banks and other regulated institutions, such as us, is restricted to those financial instruments listed in the Peruvian Banking Law, such as equity instruments traded on a stock exchange, debt instruments (to the extent that certain requirements are satisfied), sovereign debt instruments and shares in mutual and investment funds, among others.

Pursuant to SBS Resolution No. 7033-2012, which became effective on January 1, 2013, investments in financial instruments by Peruvian banks and other regulated institutions, such as us, must be classified into any of the following categories: (a) investments at fair value with changes in results (short-term), (b) investments available for sale, (c) investments held to maturity (long-term) and (d) investments in subsidiaries, affiliates and joint ventures.

Financial instruments are valued at their market value, provided that there is an active market for them. If there is no active market for a financial instrument, then such financial instrument will be valued pursuant to methodologies and models that allow the determination of the fair value of such financial instruments or, as approved by the SBS, pursuant to valuations made by valuation institutions or other sources of information that publish or sell market prices.

Banks and other regulated institutions, such as us, will evaluate, on a quarterly basis, if there is evidence that a financial instrument in which it has invested has lost value and will make the corresponding provisions. For such purposes, a bank and other regulated institutions will lower the value of a financial instrument to its recoverable value if there is objective evidence of a deterioration of such financial instruments as a consequence of an event occurring after its initial registration on the bank’s balance sheet, to the extent that such event has a negative impact (that can be measured with confidence) on the future cash flows of the financial instrument.

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Credit risk

According to the Peruvian Banking Law, banks and other regulated institutions are allowed to use the internal rating-based (“IRB”) methodology instead of the standardized methodology for calculating their regulatory capital requirement for credit risk, after receiving prior approval from the SBS.

Under SBS Resolution No. 14354-2009, banks and other regulated institutions are allowed to use the standardized methodology and, with the prior approval of the SBS, IRB methodologies for calculating their regulatory capital requirement for credit risk. We have decided not to request approval from the SBS to adopt the IRB methodology. At the moment we use the standardized methodology.

In addition, according to SBS Resolution No. 3780-2011, banks and other regulated institutions are required to implement an organizational structure and certain procedures in connection with control on interests management and strategic needs procedures in order to adequately manage credit risk.

Market risk

Regulations for the supervision of market risk, enacted in May 1998, require banks and other regulated institutions to establish internal policies and procedures to monitor market risk, as well as market risk exposure limits. Regulations define market risk as the probability of loss derived from exposure to various classes of commodities, securities, foreign exchange, derivative operations or commercial assets that banks and the other regulated institutions may hold in their portfolio, which may, or may not, be accounted for in their balance sheets.

Since July 1, 2009, banks and other regulated institutions have been allowed to use the IRB methodology (subject to prior approval by the SBS) in substitution of the standardized methodology.

Operational risk

SBS Resolution No. 2115-2009, enacted in April 2009, sets forth the methodology to be applied, and the requirements to be satisfied by banks and other regulated institutions, including us, to calculate their regulatory capital requirement for operational risk under the IRB methodology, the alternative standardized methodology and the advanced methodologies. The IRB methodology uses a bank’s gross operational margin as an “exposure indicator” and its application does not require the prior approval by the SBS. Application of the alternative standardized methodology or the advanced methodologies requires compliance with certain provisions included in SBS Resolution No. 2115-2009 and prior approval from the SBS.

SBS Resolution No. 2116-2009, enacted in April 2009, which approves the guidelines for managing operational risk, defines “operational risk” as the possibility of suffering losses due to inadequate procedures, failures of personnel, information technology or external events, including, without limitation, legal risks (but excluding strategic and reputational risk). It also establishes that a bank’s board of directors is responsible for designing the general policies to manage operational risk and that a bank’s and other regulated institutions’ management is in charge of implementing such policies. Finally, it provides that each bank is obligated to create a database of all of such bank’s losses due to operational risk, classifying such losses by event.

Integral Risk Management

SBS Resolution No. 37-2008, enacted in January 2008, contains guidelines for integral risk management of financial institutions. Integral risk management is a process intended to identify potential events that can affect banks or other regulated institutions and to manage those events according to its nature and risk level. This regulation covers all kinds of risks that could affect a banking operation, such as operational, market, credit, strategic, liquidity, legal and reputational risks.

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Anti-Money Laundering Rules

Money laundering is considered a criminal act in Peru. A special legal framework was established in April 2002, which follows the 40 recommendations of the Financial Action Task Force on Money Laundering, or “FATF,” established by the G-7. Since then, this legal framework has been amended in order to improve and increase the efficiency of the Peruvian anti-money laundering system.

Money laundering includes a wide range of serious offenses such as tax evasion, terrorism, drug trafficking, corruption and other criminal activities. A special set of anti-money laundering rules applies specifically to banks and other regulated institutions, which include specific rules for customer and employee due-diligence and record-keeping. In March 2008, the SBS enacted additional anti-money laundering provisions, pursuant to which, among other things, banks and other regulated institutions, including us, must establish a set of policies and procedures specifically aimed to prevent asset laundering and the financing of terrorist activities. In November 2008, the SBS modified the anti-money laundering provisions to include, among other changes, the obligations of Peruvian banks to verify that their branches and foreign subsidiaries comply with the anti-money laundering and terrorism financing provisions enacted by the SBS and with the recommendations of the FATF.

The government agency responsible for supervising the anti-money laundering system is the Peruvian financial intelligence unit, which was made part of the SBS in July 2007. The chairman of this agency is appointed by the chairman of the SBS.

On February 17, 2011, the SBS modified current anti-money laundering provisions through SBS Resolution No. 2108-2011, in order to adapt these provisions to international standards established by the Financial Action Task Force of South America (Grupo de Acción Financiera de Sudamérica, or “GAFISUD”).

Intervention by the SBS and Liquidation

Pursuant to the Peruvian Banking Law, the SBS has the power to halt the operations of a financial institution under its supervision in order to prevent it from, or to control and reduce the effects of, the failure of a financial institution. Accordingly, the SBS may intervene in a financial institution’s business by adopting either a temporary surveillance regime (“Surveillance”) or a definitive intervention regime (“Intervention”) depending on how critical the situation is deemed to be by the SBS. Either of these actions, depending on the event, must be adopted upon the occurrence of certain events, including (a) suspension of payments; (b) repeated failure to comply with instructions from the SBS or the Peruvian Central Bank; (c) repeated violations of the Peruvian Banking Law or the financial institution’s by-laws; (d) unauthorized or unsound management; or (e) deficit of regulatory capital (to the extent that if it is in excess of 50%, then an Intervention is mandatory). Less drastic measures, such as (i) placing additional requirements, (ii) ordering a capital increase or an asset divesture, or (iii) imposing a financial restructuring plan, may be adopted by the SBS when the situation allows for them.

An Intervention may suspend a financial institution’s operations for up to 45 days, which may be extended for a second period of up to 45 additional days, during which time the SBS may institute measures such as (a) canceling losses by reducing reserves, capital and subordinated debt; and (b) segregating certain assets and liabilities for transfer to another financial institution. After an Intervention, the SBS will proceed to dissolve and liquidate the financial institution unless it merges with another acquiring institution or another recovery measure is adopted.

Beginning on the date on which a resolution of the SBS subjecting a financial institution to an Intervention regime is issued, and continuing until such Intervention is concluded (which period ends when the liquidation process begins), the Peruvian Banking Law prevents any creditor of the financial institution from: (a) initiating any judicial or administrative procedure for the collection of any amount owed by the financial institution, (b) enforcing any judicial decision rendered against the financial institution to secure payment of any of its obligations, (c) constituting a lien or attachment over any of the assets of the financial institution to secure payment of any of its obligations, or (d) making any payment, advance or netting payment obligations or assuming any obligation on behalf of the financial institution, with the funds or assets that may belong to it and are held by third parties, except for: (i) the netting of payment obligations that are made between regulated institutions of the Peruvian financial system and insurance systems, and (ii) under certain circumstances, the netting of payment obligations arising from

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repurchase agreements and derivatives transactions entered into with local or foreign financial and insurance institutions.

In a liquidation proceeding, claims filed by creditors of a financial institution rank as follows:

First order - Labor claims:

1st. Employee compensation.

2nd. Social benefits, contributions to the private and public pension system and other labor claims against the financial institution accrued until the date when the dissolution is declared, retirement pensions or the capital required to redeem those pensions or to secure them by purchasing annuities.

Second order – If applicable, claims for financial institution deposits and other types of saving instruments provided under the Peruvian Banking Law, in the portion not covered by the Deposit Insurance Fund, as well as any claims of the Deposit Insurance Fund with respect to its contributions.

Third order - Taxes:

1st. Claims by the Peruvian social security administration (EsSalud) related to health care benefits for which the financial institution is responsible as employer.

2nd. Taxes.

Fourth order - Unsecured and non-privileged claims:

1st. All unsecured and non-privileged claims against the financial institution rank (unless otherwise agreed in such instances among creditors) on the basis of the date they were assumed or incurred by the financial institution, whereby obligations assumed or incurred on an earlier date shall rank senior in right of payment to obligations assumed or incurred by the financial institution at a later date. Obligations assumed or incurred by the financial institution on a date that cannot be determined shall rank junior in right of payment to all the obligations assumed or incurred on a determinable date and pari passu among themselves.

2nd. The legal interests on the financial institution’s obligations that may accrue during the liquidation.

3rd. Subordinated debt.

Except for unsecured and non-privileged claims (unless otherwise agreed in such instances amongst creditors), all claims within an order will be ranked pari passu among themselves. Each category of creditors will collect in the order indicated above, whereby distributions in one order will be subject to completing full distribution in the prior order.

Any security interest created before the issuance of the resolution declaring the financial institution’s dissolution and the initiation of the liquidation process shall subsist in order to guarantee the obligations it secures. The secured creditors shall retain the right to collect from the proceeds of the sale of the collateral, on a preferred basis (except with respect to labor claims and savings, which are privileged claims), subject to certain rules established under Article 119 of the Peruvian Banking Law.

Peruvian financial institutions, such as us, are not subject to the regime of insolvency and bankruptcy otherwise applicable to Peruvian corporations in general.

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MANAGEMENT

Board of Directors

Our board of directors consists of five members, all of whom are independent as defined under applicable law in Peru. The business address of each director is Fondo MIVIVIENDA S.A. – Av. Paseo de la República 3121, San Isidro, Lima 27, Peru. Set forth below are the names, positions, dates of appointment, expiration of appointment and brief biographical descriptions of the members of our board of directors as of the date hereof. Each director is appointed for a term of three years of service.

Name Position Date of

Appointment Expiration of Appointment

Luis Piazzon Gallo Chairman September 27, 2011 September 26, 2014 Daniel Eduardo Hiromoto Osaki Director September 27, 2011 September 26, 2014 Lydia Aurora Arbaiza Fermini Director September 27, 2011 September 26, 2014 Hernando Wilson Jara Facundo Director December 12, 2011 December 12, 2014 Juan Cristobal Castellano Tataje Director December 12, 2011 December 12, 2014

Luis Angel Piazzon Gallo has served as the chairman of our board of directors since September 27, 2011. He is a professor of finance and President of the Technology Committee at ESAN University, a member of the board of Red Científica Peruana, and has served as director of several state owned companies such as Electroperu S.A. and Essalud. Mr. Piazzon Gallo received a civil engineering degree from Universidad Nacional de Ingeniería (UNI), a master in business administration from ESAN University and Ph.D. with a mention in Business Administration, from Pennsylvania State University.

Daniel Eduardo Hiromoto Osaki has served as a director since September 27, 2011. Mr. Hiromoto Osaki is chief operating officer of the division of consumer products at Medifarma S.A., decisions system vice president at Equifax Peru S.A., production manager at Laboratorios Abeefe S.A. and chief financial officer at the Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual (INDECOPI). Mr. Hiromoto Osaki received an engineering degree from Universidad de Lima and a master degree in business administration from ESAN University.

Lydia Aurora Arbaiza Fermini has served as a director since September 27, 2011. Ms. Arbaiza Fermini is a professor of business administration and human resources at the Universidad de E.S.A.N. She has previously served as consultant for Proinversión, vice president of human resources at GME S.A., and chief of internal control at Artes Industriales S.A. Ms. Arbaiza Fermini is an associate professor and head of the business administration academic section at Universidad Esan and a human resources consultant. Ms. Arbaiza Fermini received a industrial engineering degree from Universidad de Lima, a master in business administration from Universidad ESAN and Ph.D. in economic science with a mention in Organizational theory from Wissenschaftliche Hochschule für Unternehmensführung (WHU).

Hernando Wilson Jara Facundo has served as a director since December 12, 2011. He is a management consultant at the Instituto Nacional de Defensa Civil (Risk and Disasters National Institute) and financial consultant to private companies. He previously served as financial manager at the Scharff Group (a local transportation logistics company and the Peruvian franchisee of Federal Express) from 2003 to 2011, ARAMSA Contratistas Generales from 1995 to 2001, and Manufacturas Record S.A. from 1991 to 1995, and as financial manager, operating manager and economic studies chief at the Caja de Ahorros de Lima from 1985 to 1991. Mr. Jara Facundo received an industrial engineering degree from Universidad Nacional de Ingeniería, a master in business administration from Universidad San Ignacio de Loyola and Fullerton University, with a specialization in planning, organization and administration.

Juan Cristobal Castellano Tataje has served as a director since December 12, 2011. In addition, Mr. Castellano Tataje is the chief financial officer of Electronorte. He previously served as chief operating and financial officer at Incot Contratistas Generales and has previously served as treasurer at PMP Holding and head of finance at PromPerú. Mr. Castellano Tataje received a degree in economics from Universidad de Lima and a master degree in business administration from Universidad San Ignacio de Loyola.

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Executive Officers

We are currently managed by seven executive officers. Our executive officers are appointed by the board of directors for indefinite terms of office. The business address of each executive officer is Fondo MIVIVIENDA S.A. – Av. Paseo de la República 3121, San Isidro, Lima 27, Peru. Set forth below are the names, positions, dates of appointment and brief biographical descriptions of each executive officer as of the date hereof.

Name Position Gerardo Carlos Rinhold Freiberg Puente Chief executive officer José Andrés Olivares Canchari Chief financial officer Carlos Manuel Zapata Paulini Chief risk officer Cecilia Del Carmen Sobrino Ampuero Chief administrative officer Rodolfo Rafael Santa María Razzeto Vice-president-real estate development Gustavo Miguel Eduardo González de Otoya La Torre Vice president – sales Víctor Eduardo Mendoza Arana Vice-president – operations Mauricio Miguel Gustín De Olarte Chief legal officer

Gerardo Freiberg Puente has served as our chief executive officer since February 28, 2012. Mr. Freiberg Puente previously served as chief executive officer of Differential Transactional Vision S.A.C. from February 2010, and as chief executive officer of Michell y Cia S.A. from November 2007 to January 2010. Previously, Mr. Freiberg Puente was chief financial officer of Agrícola Las Llamozas S.A. Mr. Freiberg Puente received a degree in industrial engineering from Universidad de Lima and a master degree in business administration with a concentration in finance from Universidad Esan.

Jose Olivares Canchari has served as our chief financial officer since January 27, 2012. Prior to assuming his current role, he was director of financing and investment since March 2009. Mr. Olivares Canchari previously served as head investment trader at COFIDE and as a supervisor at the SBS. Mr. Olivares Canchari received a degree in economics from Universidad del Pacífico, a master degree in banking and financial law from Pontificia Universidad Católica del Perú, and a master degree in financial engineering from Universidad de Alcalá de Henares.

Carlos Zapata Paulini has served as our chief risk officer since October 15, 2008. Mr. Zapata Paulini previously worked in various bank capacities in the banking industry, including in the areas of business, risk, recovery and process engineering, at BIF Bank, Banco de Comercio, Banco Financiero, and Banco Continental. Mr. Zapata Paulini received a degree in industrial engineering from Universidad Mayor de San Marcos and a masters degree in business administration from Universidad Esan.

Cecilia Del Carmen Sobrino Ampuero has served as our chief administrative officer since September 18, 2012. Prior to assuming her current role, Ms. Sobrino Ampuero served as our logistics director. Ms. Sobrino Ampuero held several positions in EsSalud (the Peruvian social security system) since 1999 and at Fondo MIVIVIENDA since 2004. Ms. Sobrino Ampuero received a degree in business administration from the Pontificia Universidad Católica del Perú, and a master in business administration from Universidad del Pacífico.

Rodolfo Rafael Santa María Razzeto has served as our vice president-real estate development since December 19, 2011. Mr. Santa María Razzeto has served in different positions with us since 2007. Mr. Santa María Razzeto was professor at the Universidad Antenor Orrego and has 15 years of experience in the public sector, having worked between 1998 and 2007 in local government in Trujillo and Chimbote, Peru. Mr. Santa María Razzeto received a degree in architecture from the Universidad Antenor Orrego, completed a master program on environmental-urban management and received several post graduate diplomas at Erasmus University, Inwent – Furtwagen Universitat, the Blekinge Institute of Technology, the Lincoln Institute of Land Policy and Dresden University of Technology.

Víctor Eduardo Mendoza Arana has served as our operations manager since October 2009. Prior to assuming his current position, Mr. Mendoza Arana was director of portfolio management and recoveries since 2007. Mr. Mendoza Arana has experience working in the public sector, having served in accounting, financial and supervisory roles since 1970 for Emadi Peru, at the Unidad Técnica Especializada del Fondo Nacional de Vivienda, at the Comisión Liquidadora del FONAVI – MEF and with us. Mr. Mendoza received a bachelor degree in accounting sciences from the Universidad San Martin de Porres and postgraduate degrees in accounting and finance from Universidad del Pacífico and Universidad ESAN.

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Gustavo Miguel Eduardo González de Otoya La Torre has served as our vice president of sales since September 3, 2012. Mr. González De Otoya La Torre previously served as a professor, academic manager and project manager at the Universidad del Pacífico and the Universidad ESAN. He has also worked for the Peruvian Ministry of Foreign Commerce y Tourism (Ministerio de Comercio Exterior y Turismo), Banco Nuevo Mundo and Asset Peru S.A. Mr. Universidad received a degree in economics from the Universidad de Lima and a master in business administration from Universidad ESAN.

Mauricio Miguel Gustín De Olarte has served as our chief legal officer since August 21, 2012. Mr. Gustín De Olarte previously served as Legal Manager at the Office of Legal Counsel of Essalud, from 2011 to 2012, as Legal Counselor at the Office of Legal Counsel of the Presidency of the Council of Ministers of Peru from 2008 to 2011, and as Chief of the Legal and Human Resources Department of Mapfre Perú Insurance Company from 1999 to 2000. Mr. Gustín De Olarte has received a degree in law from the Pontificia Universidad Católica del Perú. In addition, he has taught courses on insurance law and private international law at the Pontificia Universidad Católica del Perú and Universidad San Martín de Porres.

Compensation

Compensation of our directors is set annually by FONAFE. Our directors receive a fixed payment per meeting. In 2011, annual compensation to our board members totaled S/.94,500 in the aggregate and annual compensation for our executive officers totaled S/.1.3 million in the aggregate.

Committees

We have four committees composed of members of our board of directors and two executive officer committees.

Board Committees

Marketing Strategy Ad Hoc Committee: We are implementing a committee that will create our annual marketing strategy as well as develop and implement our marketing materials.

Risk committee: The risk committee, composed of one director and two members of our senior management team, approves our risk-related policies as well as our risk assessment structure. The committee also makes recommendations on the allocation of our assets to the intermediary financial institutions that place our loans.

Internal audit committee: The audit committee, composed of two directors and one member of our senior management team, monitors our accounting processes and financial reporting to ensure they are appropriate for our business operations. This committee keeps the board of directors apprised of changing policies or reviews being conducted internally.

Ethics Committee: We are implementing an ethics committee that will propose our internal ethics-related guidelines to avoiding money laundering, financing of terrorist organizations and discrimination in the work environment. The committee may be tasked with conducting investigations into allegations of unethical conduct and creating an annual report to the board of directors on compliance to internal policies.

Executive Officer Committees

Management committee: The management committee supervises our compliance with periodic disclosure obligations imposed by the SBS or by other regulators, as well responding to requests made by these entities. In addition, the committee approves proposals made by our management that may require input from various internal departments. The committee works to represent executive offices and maintain open dialogue with the board of directors on the matters of mutual interest.

Internal control committee: The internal control committee overviews the training on our internal controls, reviews our internal controls on an ongoing basis and proposes changes to our internal controls.

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SOLE SHAREHOLDER

Our only outstanding voting securities are our common shares. As of December 31, 2012, our capital stock was of S/. 2,968,159,573 which was distributed among 2,968,159,573 common shares outstanding of par value S/. 1.00 each. Our capital stock is fully subscribed and paid in.

As of December 31, 2012, 100% of our outstanding common shares were held by FONAFE, a Peruvian public company dependent of the MEF, and responsible for regulating and coordinating the business activities of entities owned by the Peruvian government. We have not issued other classes of shares nor any kind of security convertible into common stock or otherwise granting the right to subscribe shares of our capital stock.

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RELATED-PARTY TRANSACTIONS

The Peruvian Banking Law regulates and limits transactions with related parties and affiliates of financial institutions. In 1997, the SBS and the SMV enacted regulations containing definitions of indirect ownership, related parties and economic groups, which serve as the basis for determining limits on transactions with related parties and affiliates. These regulations also provide the basis for the subsequent development of specific regulation standards of financial institutions and conglomerates formed by financial institutions.

Pursuant to Article 202 of the Peruvian Banking Law, the aggregate amount of loans to related party

borrowers may not exceed 30% of a bank’s regulatory capital. For purposes of this test, related party borrowers includes any person or an affiliate of that person, holding directly or indirectly, 4% or more of a bank’s capital stock, or directors, certain of the bank’s principal executives officers or other persons in more junior positions affiliated with the bank’s management. All loans to related parties must be made on an arm’s-length basis with terms no more favorable than the best terms offered to non-related parties.

In addition, under Article 201 of the Peruvian Banking Law, the total amount of loans extended to

directors, officers, employees or close relatives of any such persons may not exceed 7% of a bank’s regulatory capital. All loans made to such related party borrower may not exceed 0.35% of a bank’s regulatory capital (i.e., 5% of the overall 7% limit) per each person, including her spouse and relatives. In addition the Peruvian Banking Law generally provides that bank’s may not extend credit to or guarantee the obligations of employees or members of the board of directors, except for home loans to employees or directors.

We do not have any related party transactions.

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DESCRIPTION OF THE NOTES

The notes offered pursuant to the offering memorandum dated January 24, 2013 were issued in accordance to an indenture dated January 31, 2013 entered into by us, Citibank, N.A., as trustee and Banque Internationale à Luxembourg SA, as Luxembourg paying agent and transfer agent. Under the indenture, we appointed a registrar, paying agents and transfer agents, which are identified on the inside back cover page of these listing particulars. A copy of the indenture will be available free of charge for inspection during normal business hours at the offices of the trustee and any other paying agents. You should refer to the indenture for more detailed information of the terms and conditions of the notes and the indenture, including our obligations and your rights.

You will find the definitions of capitalized terms used in this section under “—Definitions”.

General

The notes:

● will be our senior unsecured obligations;

● will initially be limited to an aggregate principal amount of US$500 million;

● will mature on January 31, 2023;

● will not be subject to redemption at our option prior to maturity, except as described under “— Optional Redemption—Make-whole redemption” and “—Tax redemption”;

● will be issued in denominations of US$150,000 and integral multiples of US$1,000 in excess thereof; and

● will be represented by registered notes in global form and may be exchanged for notes in certificated form only in limited circumstances.

Interest on the notes:

● will accrue on their outstanding principal amount at the rate of 3.50% per year;

● will accrue from the date of issuance or from the most recent interest payment date;

● will be payable in cash semi-annually in arrears on January 31 and July 31 of each year, commencing on July 31;

● will be payable to the holders of record on the January 15 and July 15 immediately preceding the related interest payment dates (whether or not a business day); and

● will be computed on the basis of a 360-day year comprised of twelve 30-day months.

We may, from time to time, without notice or consent of the holders of the notes, create and issue an unlimited principal amount of additional notes having the same terms and conditions (except for issue date, issue price and, if applicable, the first payment date) as, and forming a single series with, the notes initially issued in this offering. Any additional notes will be part of the same issue as the notes issued hereby, but may be represented by a different CUSIP or ISIN number (and will be required to be represented by a different CUSIP or ISIN number if they are not fungible with the notes issued hereby for U.S. federal income tax purposes), and will vote on all matters as a single series with the notes issued hereby.

The indenture does not include any debt covenants or other provisions which afford holders of the notes protection in the event of a highly leveraged transaction.

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Ranking

The notes will constitute our direct, senior unsecured obligations, except as provided below. Except as provided below, our obligations under the notes will rank at all times pari passu in right of payment to all our future unsecured and unsubordinated obligations. The notes will be effectively subordinated to (i) all of our future secured indebtedness to the extent of the assets securing such indebtedness and (ii) certain other obligations that in the event of our liquidation are granted preferential treatment under Peruvian law. See “Regulatory” and “Risk Factors – Risks Relating to the Notes – Our obligations under the notes will be subordinated to certain statutory liabilities in the event of insolvency”. As of December 31, 2012, we had no secured indebtedness outstanding and approximately S/.213.7 million (US$ 83.8 million) of unsecured indebtedness (not including debt due in respect of the Notes) outstanding with Banco de la Nación, all of which, by operation of Peruvian Banking Law, would have priority of payment in the event of our liquidation. Optional Redemption

Make-whole redemption

The notes will be redeemable at our option in whole but not in part, at any time at a redemption price equal to the greater of (1) 100% of the outstanding principal amount of the notes, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points, in each case plus accrued and unpaid interest to the date of redemption.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Comparable Treasury Price” means, with respect to the redemption date, (1) the average of five Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers reasonably designated by us.

“Reference Treasury Dealer” means Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner and Smith Incorporated or their affiliates which are primary United States government securities dealers and not less than three other leading primary United States government securities dealers in New York City reasonably designated by us; provided that if any of the former cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and a redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at or about 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to a redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to

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the Comparable Treasury Price for the redemption date.

Tax redemption

The notes will be redeemable at our option, in whole but not in part, at 100% of their outstanding principal amount plus accrued and unpaid interest to the date of redemption and any Additional Amounts (as defined under “—Additional Amounts”) payable with respect thereto, only if:

(1) on the next interest payment date we would, for reasons outside of our control, (i) be obligated to pay Additional Amounts in excess of the Additional Amounts that we would pay if payments in respect of the notes were subject to deduction or withholding at a rate of 4.99% generally (excluding any value added taxes) or (ii) be obligated to make a payment to indemnify any holder or any other person in respect of value added taxes, or be directly liable for value added taxes in respect of the notes, determined in each case without regard to any interest, fees, penalties or other additions to tax, as a result of any change in, or amendment to, the laws or regulations of any Taxing Jurisdiction (as defined under “—Additional Amounts”) or any authority or agency thereof or therein having power to tax, or any change in, or a pronouncement by competent authorities of the relevant Taxing Jurisdiction with respect to, the official application or official interpretation of such laws or regulations, which change, amendment or pronouncement occurs after the date of the indenture (or, in the case of any withholding taxes imposed by the jurisdiction of the paying agent, after the date of appointment of such paying agent); and

(2) such obligation cannot be avoided by us taking reasonable measures available to us; provided that for this purpose reasonable measures shall not include any change in our jurisdiction of organization or location of our principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of the paying agent, provided that such change shall not require us to incur material additional costs or legal or regulatory burdens.

No such notice of redemption will be given earlier than 60 days prior to the earliest date on which we would be obligated to pay such Additional Amounts or value added taxes if a payment in respect of the notes were then due.

Prior to the giving of any notice of redemption of the notes as described under “—Notices”, we must deliver to the trustee an officers’ certificate confirming that we are entitled to exercise such right of redemption. We will also deliver an opinion of legal counsel of recognized standing stating that we would be obligated to pay such Additional Amounts or value added taxes due to the changes in tax laws or regulations or changes in, or pronouncements with respect to, the official application or official interpretation of such laws or regulations. The trustee will accept this certificate and opinion as conclusive evidence of the satisfaction of the conditions precedent set forth in clauses (1) and (2) above, and, upon delivery thereof to the trustee, it will be conclusive and binding on the holders.

Redemption procedures

We will give a notice of redemption to the trustee and each holder (which, in the case of global notes, will be The Depository Trust Company (“DTC”)) in accordance with the procedures described under “—Notices” at least 30 days and not more than 60 days prior to the redemption date. A notice of redemption will be irrevocable.

Unless we default in the payment of the redemption price, interest will cease to accrue on the notes on and after the redemption date.

Open market purchases

We or any of our Affiliates may at any time purchase notes in the open market or otherwise at any price.

Change of Control Offer

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Upon the occurrence of a Change of Control (as defined below), unless we have exercised our option to redeem the notes as described above under “Optional Redemption—Make-whole redemption”, we will be required to make an offer (the “Change of Control Offer”) to each holder to repurchase all or any part (residual if any equal to US$150,000 or any integral multiple of US$1,000 in excess thereof) of that holder’s notes at a purchase price equal to 101.0% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest to the date of repurchase (the “Change of Control Payment”).

Within 30 days following the date upon which the Change of Control occurred, or, at our option, prior to any Change of Control but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be given to holders of the notes (with a copy to the trustee) describing the transaction that constitutes or may constitute the Change of Control offering such holders to repurchase the notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is given or, if the notice is given prior to the Change of Control, no earlier than 30 days and no later than 60 days from the date on which the Change of Control occurs. The notice will, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, we will, to the extent lawful:

(a) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(b) deposit with the paying agents an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(c) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being repurchased.

We will publicly announce the results of the Change of Control Offer on or as soon as possible after the Change of Control Payment Date.

“Change of Control” means if the Peruvian government ceases to (a) be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of more than 50.0% of our outstanding Voting Stock or (b) possess, directly or indirectly, the power to direct or cause the direction of our management and policies, whether through the ownership of voting securities, by contract or otherwise, in each case, including, without limitation, as a result of a consolidation or merger or conveyance, transfer or lease of assets.

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control if a third party makes such an offer in the manner, at the time and otherwise in compliance with the requirements for an offer made by us and the third party purchases all notes properly tendered and not withdrawn under its offer.

We will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

Payments

We will make all payments on the notes exclusively in the currency of the United States as at the time of payment will be legal tender for the payment of public and private debts.

We will make payments of principal, premium, if any, and interest on the notes to the paying agents. The trustee will initially act as a paying agent with respect to the notes. So long as the notes are listed on the

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Luxembourg Stock Exchange, we will also maintain a paying agent in Luxembourg.

We will pay interest on the outstanding principal amount of the notes to the Persons in whose name the notes are registered on the relevant record date (which, in the case of global notes, will be DTC) and will pay principal and premium, if any, on the notes to the Persons in whose name the notes are registered on the due date for payment (which, in the case of global notes, will be DTC). Payments of principal, premium, if any, and interest in respect of each note will be made by the paying agents by wire transfer to the U.S. dollar account specified by such Person or, if no such account is specified, by U.S. dollar check drawn on a bank in New York City and mailed to the Person entitled thereto at its registered address. We will make payments of principal and premium, if any, upon surrender of the relevant notes at the applicable corporate trust office of the trustee or any of the paying agents.

Under the terms of the indenture, payment by us of any amount payable under the notes to the paying agents in accordance with the indenture will satisfy our obligation to make such payment. We have agreed in the indenture to indemnify the holders in the event that there is subsequent failure by the trustee or any paying agent to pay any amount due in respect of the notes in accordance with the indenture as will result in the receipt by the holders of such amounts as would have been received by them had no such failure occurred.

All payments will be subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of “—Additional Amounts”. No fees or expenses will be charged to the holders in respect of such payments.

Subject to applicable law, the trustee and the other paying agents will pay to us upon written request any monies held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years, and, thereafter, holders entitled to such monies must look to us for payment as general creditors. After the return of such monies by the trustee or the other paying agents to us, neither the trustee nor the other paying agents will be liable to the holders in respect of such monies.

Form, Denomination and Title

The notes will be issued in fully registered form without coupons attached in minimum denominations of US$150,000 and integral multiples of US$1,000 in excess thereof.

Notes sold in offshore transactions in reliance on Regulation S will be represented by one or more permanent global notes in fully registered form without coupons deposited with a custodian for and registered in the name of a nominee of DTC. Notes sold in reliance on Rule 144A will be represented by one or more permanent global notes in fully registered form without coupons deposited with a custodian for and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream. Except in certain limited circumstances, definitive registered notes will not be issued in exchange for beneficial interests in the global notes. See “Form of the notes—global notes.”

Title to the notes will pass by registration in the register. The holder of any note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, writing on, or theft or loss of, the definitive note issued in respect of it) and no Person will be liable for so treating the holder.

Transfer of Notes

Notes may be transferred in whole or in part in an authorized denomination upon the surrender of the note to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the applicable corporate trust office of the registrar or any transfer agent. Transfer of beneficial interests in the global notes will be effected only through records maintained by DTC and its participants. See “Form of the notes”. Notes will be subject to certain restrictions on transfer as more fully set out in the indenture. See “Transfer restrictions.”

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The trustee will initially act as the registrar and as a transfer agent with respect to the notes. So long as the notes are listed on the Luxembourg Stock Exchange, we will also maintain a transfer agent in Luxembourg.

Transfer will be effected without charge by or on behalf of us, the registrar or the transfer agents, but upon payment, or the giving of such indemnity as the registrar or the relevant transfer agent may require, in respect of any tax or other governmental charges which may be imposed in relation to it. The trustee (and any registrar or transfer agents) may require a holder, among other things, to furnish appropriate endorsements and transfer documents.

We are not required to transfer or exchange any note selected for redemption. No holder may require the transfer of a note to be registered during the period of 15 days ending on the due date for any payment of principal, premium, if any, or interest on that note.

Additional Amounts

All payments in respect of the notes will be made free and clear of and without any withholding or deduction for or on account of any present or future Taxes (as defined below), unless the withholding or deduction of such Taxes is required by law or the official interpretation thereof, or by the administration thereof. If the applicable withholding agent is so required by any law of any Taxing Jurisdiction (as defined below) to withhold or deduct any Taxes from or in respect of any sum payable under the notes, we will (a) pay such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts receivable by holders of any notes after such withholding or deduction equals the respective amounts which would have been receivable by such holder in the absence of such withholding or deduction, (b) make such withholding or deduction, and (c) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts will be payable in respect of any note:

(i) to the extent that such Taxes are imposed or levied by reason of such holder (or the beneficial owner) having some connection with the Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such note or receiving principal or interest payments on the notes (including but not limited to citizenship, nationality, residence, domicile, or existences of a business, permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Taxing Jurisdiction);

(ii) to the extent that any Tax is imposed other than by deduction or withholding from payments of principal, premium, if any, or interest on the notes;

(iii) in respect of any Tax that would not have been so withheld but for the failure by the holder (or beneficial owner) to comply with any certification, identification or other reporting requirement concerning nationality, residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or part of the Taxes, (2) the holder (or beneficial owner) is able to comply with these requirements without undue hardship and (3) we have given the holders (or beneficial owners) at least 30 calendar days prior notice that they will be required to comply with such requirement;

(iv) in the event that the holder fails to surrender (where surrender is required) its note for payment within 30 days after we have made available a payment of principal or interest, provided that we will pay Additional Amounts to which a holder would have been entitled had the note been surrendered on the last day of such 30-day period;

(v) to the extent that such Taxes are imposed by reason of an estate, inheritance, gift, personal property, value added, use or sales tax or any similar taxes, assessments or other governmental charges;

(vi) where such Taxes are imposed on a payment and are required to be made pursuant to European Council Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting of

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26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

(vii) to or on behalf of a holder who would have been able to avoid such Taxes by presenting the relevant note to another paying agent in a member state of the European Union; or

(viii) any combination of items (i) through (vii) above.

Furthermore, no Additional Amounts will be paid to a holder that is a fiduciary or a partnership or not the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder.

Notwithstanding the above, for Peruvian law purposes, we will be treated as assuming the obligation of any Taxes and any Additional Amounts in respect thereof, subject to the conditions and exclusions described above.

“Taxes” means, with respect to payments on the notes, all taxes, withholdings, duties, assessments or governmental charges in the nature of a tax imposed or levied by or on behalf of Peru or, in the event that we appoint paying agents outside of Peru, the jurisdiction of any such paying agents (including, for the avoidance of doubt, Luxembourg) or, in each case, any political subdivision thereof (each, a “Taxing Jurisdiction”) or any authority or agency therein or thereof having power to tax.

We will provide the trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, other reasonable documentation) evidencing any payment of any Taxes in respect of which we have paid any Additional Amounts. Copies of such documentation will be made available to the holders of the notes or the paying agents, as applicable, upon request therefor.

In addition, we will pay any stamp, issue, excise, property, registration, documentary or other similar taxes and duties, including interest and penalties, imposed by a Taxing Jurisdiction in respect of the creation, issue, offering, execution, delivery, enforcement or registration of the notes, the indenture or any other document or instrument in relation thereof. We will also pay and indemnify the trustee and the holders from and against all court taxes or other taxes and duties, including interest and penalties, imposed by a Taxing Jurisdiction and paid by any of them in any jurisdiction in connection with any action permitted to be taken by the holders to enforce our obligations under the notes. In addition, notwithstanding the language in items (ii) and (v) above, we will pay and indemnify the holders against any Peruvian value added tax that is imposed on a payment of interest on the notes, except to the extent that such Peruvian value added tax is described in (or Additional Amounts would not be paid pursuant to) items (i), (iii), (iv), (vi) or (vii) above (or any combination thereof).

All references in these listing particulars to principal, premium, if any, and interest on the notes will include any Additional Amounts payable by us in respect of such principal, premium, if any, and interest.

If we are or will become obligated to pay Additional Amounts under or with respect to any payment made on the notes, at least 30 days prior to the date of such payment, we will deliver to the trustee an officer’s certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the trustee (or any paying agent) to pay Additional Amounts to holders of notes on the relevant payment date. Covenants

The indenture contains the following covenants:

Limitation on consolidation, merger or transfer of assets

We will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our assets to, any Person, unless:

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(1) the successor Person (if not us) is a Person organized and existing under the laws of Peru, and expressly assumes, by a supplemental indenture to the indenture, executed and delivered to the trustee, all of our obligations under the indenture and the notes;

(2) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and

(3) we deliver to the trustee an officers’ certificate and an opinion of counsel of recognized standing, each stating that such transaction and such supplemental indenture, if any, comply with the indenture.

In case of any such consolidation, merger, conveyance or transfer, such successor Person will succeed to and be substituted for us as obligor on the notes with the same effect as if it had issued the notes. Upon the assumption of our obligations by any such successor Person in such circumstances, subject to certain exceptions, we will be discharged from all obligations under the indenture and the notes. Ranking We covenant that the notes offered hereby will at all times rank pari passu with any future senior unsecured indebtedness. Reporting requirements

We will provide or cause to be provided to the trustee any financial statements which we may file with the SMV, or which are otherwise made available to the public in such language or form as such financial statements are prepared. In addition to the foregoing (and without duplication), we will cause to be provided to the trustee (i) in English (or accompanied by an English translation thereof) as soon as available and in any case within 60 days after the end of each fiscal quarter (other than the fourth quarter), our consolidated (to the extent applicable) unaudited balance sheet, statement of income, statement of changes in stockholders’ equity and statements of cash flow calculated in accordance with SBS GAAP, or such other accounting standards as may from time to time be required for or applicable to us pursuant to applicable law and SBS regulations and (ii) in English (or accompanied by an English translation thereof) as soon as available and in any case within 90 days after the end of each fiscal year, our consolidated (to the extent applicable) audited balance sheet, statement of income, statement of changes in stockholders’ equity and statement of cash flow calculated in accordance with SBS GAAP, or such other accounting standards as may from time to time be required for or applicable to us pursuant to applicable law and SBS regulations and accompanied by a report thereon by an independent public accountant of recognized international standing; in all cases under (i) and (ii) together with a management description and analysis of our financial condition and results of operations substantially in the form set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in these listing particulars.

For as long as the notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will furnish to any holder of notes issued under Rule 144A, or to any prospective purchaser designated by such holder of notes, upon request of such holder of notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to us to the extent required in order to permit such holder of notes to comply with Rule 144A with respect to any resale of its note, unless, at the time of such request, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

Delivery of reports, information and documents to the trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our or any other Persons’ compliance with any of its covenants under the indenture or the notes (as to which the trustee is entitled to rely exclusively on officer’s certificates). The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under the indenture.

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Maintenance of approvals

We will obtain and maintain in full force and effect all governmental approvals, consents or licenses of any governmental authority under the law of Peru or any other jurisdiction having jurisdiction over us, except to the extent that the failure to so maintain does not have a material adverse effect on our business, operation or financial condition or our ability to comply with our obligations under the indenture or the notes our business or the transactions contemplated herein, as well as of any third party under any agreement to which we may be subject, in connection with our execution, delivery and performance of the transaction documents related to this offering or the validity or enforceability thereof.

Listing

In the event that the notes are admitted to listing on the Luxembourg Stock Exchange, we will use our reasonable best efforts to maintain such listing, provided that if, as a result of the Directive 2004/39/EC (the “Markets in Financial Instruments Directive” or “MiFID” ) or any legislation implementing the MiFID we could be required to publish financial information either more regularly than we otherwise would be required to or according to accounting principles which are materially different from the accounting principles which we would otherwise use to prepare our published financial information, or we determine that it is unduly burdensome to maintain a listing on the Luxembourg Stock Exchange, we may delist the notes from the Luxembourg Stock Exchange and seek an alternative admission to listing, trading and/or quotation for the notes on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as we may decide. Although we cannot assure you as to the liquidity that may result from a listing on the Luxembourg Stock Exchange, delisting the notes from the Luxembourg Stock Exchange may have a material effect on the ability of holders of the notes to resell the notes in the secondary market.

Events of Default

An “Event of Default” occurs if:

(1) we default in any payment of interest (including any related Additional Amounts) on any note when the same becomes due and payable, and such default continues for a period of 30 days;

(2) we default in any payment of principal (including premium, if any, and any related Additional Amounts) of any note when the same becomes due and payable upon its stated maturity, redemption, repurchase or otherwise;

(3) we fail to comply with any of our covenants or agreements in the notes or the indenture (other than those referred to in clauses (1) and (2) above), and such failure continues for 60 days after the notice specified below;

(4) we default with respect to any of our Debt (whether such Debt now exists or is created after the date of the indenture), which default (a) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its stated maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals US$10.0 million (or the equivalent thereof at the time of determination) or more in the aggregate;

(5) one or more final judgments or decrees for the payment of money of US$10.0 million (or the equivalent thereof at the time of determination) or more in the aggregate are rendered against us and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a period of

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60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(6) certain events subjecting us to a special management regime under the law of Peru, certain events of bankruptcy, intervention, dissolution, winding-up or insolvency with respect to us or certain events which under the laws of Peru have an analogous effect; or

(7) any material provision of the indenture or the notes ceases to be in full force and effect or binding and enforceable against us or it becomes unlawful for us to perform any material obligation under the indenture or the notes, or we contest the enforceability of any of the indenture or the notes or deny that we have any liability under the indenture or the notes.

A Default under clause (3) above will not constitute an Event of Default until the trustee or the holders of at least 25% in aggregate principal amount of the notes outstanding notify us (and the trustee if given by the holders) of the Default and we do not cure such Default within the time specified after receipt of such notice.

If an Event of Default (other than an Event of Default specified in clauses (6) and (7) above) occurs and is continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding may declare all unpaid principal of and accrued interest on all notes to be due and payable immediately, by a notice in writing to us (and the trustee if given by the holders), and upon any such declaration such amounts will become due and payable immediately. If an Event of Default specified in clauses (6) and (7) above occurs and is continuing, then the principal of and accrued interest on all notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder.

The trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders will have offered to the trustee indemnity satisfactory to the trustee. Subject to such provision for the indemnification of the trustee and certain other conditions set forth in the indenture, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

We are required to deliver to the trustee, within 90 days after the end of each fiscal year ending after the issue date, a certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year. We are also required to deliver to the trustee, within 30 business days after the occurrence thereof, written notice of any events which would constitute a Default or Event of Default, their status and what action we are taking or proposing to take in respect thereof. Defeasance

We may at any time terminate all of our obligations with respect to the notes (“defeasance”), except for certain obligations, including those regarding any trust established for a defeasance and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain agencies in respect of notes. We may at any time terminate our obligations under certain covenants set forth in the indenture, and any omission to comply with such obligations will not constitute a Default or an Event of Default with respect to the notes issued under the indenture (“covenant defeasance”). In order to exercise either defeasance or covenant defeasance, we must irrevocably deposit in trust, for the benefit of the holders of the notes, with the trustee money or U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent accountants expressed in a written certificate delivered to the trustee, without consideration of any reinvestment, to pay the principal of, the premium, if any, and interest on the notes to redemption or stated maturity and comply with certain other conditions, including the delivery of opinions of Peruvian and U.S. counsel as to certain tax matters (including that holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance, as the case may be, had not occurred.) In the case of defeasance, such an opinion must be based on a ruling by the U.S. Internal Revenue Service or a change in the applicable U.S. federal income tax law.

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Amendment, Supplement, Waiver

Subject to certain exceptions, the notes and the indenture may be amended or supplemented with the written consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding, and any Default or Event of Default and its consequences may be waived with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding. However, without the consent of each holder of an outstanding note affected thereby, no amendment, supplement or waiver may:

(1) reduce the rate of or extend the time for payment of interest on any note;

(2) reduce the principal of or change the stated maturity of any note;

(3) reduce the amount payable upon the redemption or repurchase of any note or change the time at which any note may be redeemed or must be repurchased;

(4) change the currency for payment of principal of, premium, if any, or interest on, any note;

(5) impair the right to institute suit for the enforcement of any payment on or with respect to any note;

(6) waive a Default or Event of Default in the payment of principal of, premium, if any, and interest on the notes;

(7) reduce the principal amount of notes whose holders must consent to any amendment, supplement or waiver; or

(8) make any change in the amendment, supplement or waiver provisions which require each holder’s consent.

The holders of the notes will receive prior notice as described under “—Notices” of any proposed amendment, supplement or waiver to the notes or the indenture described in this section. After an amendment, supplement or waiver described in the preceding paragraph becomes effective, we are required to give to the holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment, supplement or waiver.

The consent of the holders of the notes is not necessary to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver.

We and the trustee may, without notice to or the consent of any holder of the notes, amend or supplement the notes or the indenture for the following purposes:

(1) to cure any ambiguity, omission, defect or inconsistency (including, without limitation, any inconsistency between the text of the indenture or the notes and the description of the indenture and the notes contained in these listing particulars);

(2) to comply with the covenant described under “––Covenants––Limitation on consolidation, merger or transfer of assets”;

(3) to add guarantees or collateral with respect to the notes;

(4) to add to our covenants for the benefit of holders of the notes;

(5) to surrender any right conferred by the indenture upon us;

(6) to evidence and provide for the acceptance of an appointment by a successor trustee;

(7) to provide for the issuance of additional notes; or

(8) to make any other change that does not materially and adversely affect the rights of any holder of the notes.

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Any notes owned by us or any of our Affiliates will be disregarded for purposes of determining whether holders of the requisite principal amount of notes outstanding have given any request, demand, authorization, direction, consent or waiver under the indenture.

Notices

For so long as notes in global form are outstanding, notices to be given to holders will be given to DTC, in accordance with its applicable policies as in effect from time to time. If notes are issued in individual definitive form, notices to be given to holders will be deemed to have been given upon the mailing by first class mail, postage prepaid, of such notices to holders of the notes at their registered addresses as they appear in the register maintained by the registrar, regardless of whether the addressee receives such notice. In addition, so long as the notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxembourger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any such notice will be deemed to have been delivered on the date of first publication.

Trustee

Citibank, N.A. is the trustee under the indenture.

The indenture contains provisions for the indemnification of the trustee and for its relief from responsibility. The obligations of the trustee to any holder are subject to such immunities and rights as are set forth in the indenture. The indenture also contains provision for the replacement of the trustee by us.

Except during the continuance of an Event of Default, the trustee needs to perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

We may from time to time enter into normal banking and trustee relationships with the trustee.

The trustee may hold notes in its own name.

Registrar, Transfer Agent and Paying Agents

The trustee will initially act as registrar for the notes. The trustee will also act as transfer agent and paying agent for the notes. We have the right at any time to change or terminate the appointment of the registrar, any paying agents or any transfer agents and to appoint a successor registrar or additional or successor paying agents or transfer agents in respect of the notes. Registration of transfers of the notes will be effected without charge, but upon payment (with the giving of such indemnity as we may require) in respect of any tax or other governmental charges that may be imposed in relation to it. We will not be required to register or cause to be registered the transfer of notes after all the notes have been called for redemption.

For so long as the notes are listed on the Luxembourg Stock Exchange, we will maintain a paying agent and transfer agent in Luxembourg. We have initially Banque Internationale à Luxembourg SA as Luxembourg paying agent and transfer agent. To the extent that the Luxembourg paying agent is obliged to withhold or deduct tax on payments of interest or similar income, we will maintain an additional paying agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive.

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Governing law, Submission to Jurisdiction and Claims

The notes and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.

We will submit to the jurisdiction of the U.S. Federal and New York state courts located in the Borough of Manhattan, New York City for purposes of all legal actions and proceedings instituted in connection with the notes and the indenture. We have appointed CT Corporation System, as our authorized agent upon which process may be served in any such action.

According to the laws of the State of New York, claims against us for the payment of principal of and premium, if any, and interest on the notes must be made within six years from the due date for payment thereof.

Waiver of Immunities

To the extent that we may claim for ourselves or our assets immunity from a suit, execution, attachment, whether in aid of execution, before judgment or otherwise, or other legal process in connection with the notes or the indenture and to the extent that in any jurisdiction there may be immunity attributable to us or our assets, whether or not claimed, we, for the benefit of the holders of the notes, irrevocably waive and agree not to claim such immunity to the fullest extent permitted by law.

Currency Indemnity

U.S. dollars are the sole currency of account and payment for all sums payable by us under or in connection with the notes, including damages. Any amount received or recovered in a currency other than dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of us or otherwise) by any holder of a note in respect of any sum expressed to be due to it from us will only constitute a discharge of us to the extent of the dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that dollar amount is less than the dollar amount expressed to be due to the recipient under any note, we will indemnify such holder against any loss sustained by it as a result. In any event, we will indemnify the recipient against the cost of making any such purchase.

For the purposes of the preceding paragraph, it will be sufficient for the holder of a note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable; it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of ours, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any holder of a note and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any note.

Definitions

The following is a summary of certain defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms.

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Debt” means, with respect to any Person, without duplication:

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(a) indebtedness for money borrowed and premium, if any, and accrued interest in respect thereof;

(b) liabilities under or in respect of any acceptance or credit;

(c) the principal and premium, if any, and any accrued and unpaid interest in respect of any bonds, notes, debentures, certificates of deposit or other securities (whether issued for cash or in whole or in part for consideration other than cash);

(d) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable in the ordinary course of business);

(e) guarantees and other contingent obligations in respect of Debt referred to in clauses (a) through (d) above; and

(f) any other obligations of such Person which are required to be, or are in such Person’s financial statements, recorded or treated as indebtedness under SBS GAAP.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“holder” means the Person in whose name a note is registered in the register.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Peruvian Banking Law” means the Peruvian General Law of the Financial and Insurance Systems and Organic Law of the Superintendency of Banking and Insurance (Ley General del Sistema Financiero y del Sistema de Seguros y Orgánica de la Superintendencia de Banca y Seguros), or any successor laws thereto, as in effect from time to time.

“Peruvian government” means the governing authority in effective control of all or a substantial part of the territory of Peru or any political subdivision or agency thereof (including, without limitation, Fondo Nacional de Financiamiento de la Actividad Empresarial del Estado (FONAFE)).

“SBS” means the Peruvian Superintendency of Banks, Insurance and Pension Funds (Superintendencia de Banca, Seguros y Administradoras de Fondos de Pensiones), or any successor thereto.

“SBS GAAP” means accounting principles prescribed by the SBS for us (which includes accounting principles of general application to Peruvian financial entities and specific accounting rules promulgated by the SBS specifically for us).

“SEC” means the U.S. Securities and Exchange Commission, or any successor thereto.

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“Share Capital” means, with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person’s equity (including any preferred stock, but excluding any debt securities convertible into or exchangeable for such Share Capital).

“SMV” means the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores), or any successor thereto.

“stated maturity” means, with respect to any security, the date specified in such security as the fixed date on which any principal of such security is due and payable, including pursuant to any mandatory redemption or purchase provision (but excluding any provision providing for the purchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Voting Stock” means, with respect to any Person, securities of any class of Share Capital of such Person entitling the holders thereof to vote in the election of members of the board of directors or equivalent governing body of such Person.

Form of the Notes

Notes sold pursuant to Regulation S will be represented by a global note in fully registered form without interest coupons (the “Regulation S Global Note”) and will be registered in the name of a nominee of DTC and deposited with a custodian for DTC. Notes sold pursuant to Rule 144A will be represented by a global note in fully registered form without interest coupons (the “Rule 144A Global Note” and, together with the Regulation S Global Note, the “global notes”) and will be deposited with a custodian for DTC and registered in the name of a nominee of DTC.

The notes are being offered and sold in this initial offering in the United States solely to “qualified institutional buyers” under Rule 144A under the Securities Act and in offshore transactions to persons other than U.S. persons, as defined in Regulation S under the Securities Act, in reliance on Regulation S. Following this offering, the notes may be sold:

● to qualified institutional buyers under Rule 144A;

● to non-U.S. persons outside the United States pursuant to Regulation S; and

● under other exemptions from, or in transactions not subject to, the registration requirements of the Securities Act, as described under “Transfer Restrictions.”

Prior to the 40th day after the date of original issuance of the notes, any resale or transfer of beneficial interests in the Regulation S Global Note to U.S. persons will not be permitted unless such resale or transfer is made pursuant to Rule 144A.

Exchanges between the global notes

Transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee, who takes delivery of that interest through a note offered and sold in the United States to qualified institutional buyers pursuant to a Rule 144A Global Note, will be made only in accordance with applicable procedures and upon receipt by the trustee of a written certification from the transferee of the beneficial interest in the form provided in the indenture to the effect that the transfer is being made to a qualified institutional buyer within the meaning of Rule 144A in a transaction complying with the requirements of Rule 144A. Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of the interest through a Regulation S Global Note will be made only upon receipt by the trustee of a certification from the transferor that the transfer is being made to a non-U.S. person in accordance with Regulation S.

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Any beneficial interest in one of the global notes that is transferred to a person who takes delivery in the form of an interest in another global note will, upon transfer, cease to be an interest in that global note and become an interest in the other global note and, accordingly, will then be subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Global notes

Upon receipt of the Regulation S Global Note and the Rule 144A Global Note, DTC will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such global note to the accounts of persons who have accounts with DTC. Such accounts initially will be designated by or on behalf of the initial purchasers. Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC (“DTC Participants”) or persons who hold interests through DTC Participants. Ownership of beneficial interests in the global notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of persons other than DTC Participants).

So long as DTC, or its nominee, is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture and the notes. Except as described in “Certificated Notes,” owners of beneficial interests in a global note will not be entitled to have any portions of such global note registered in their names, will not receive or be entitled to receive physical delivery of notes in certificated form and will not be considered the owners or holders of the global note (or any notes represented thereby) under the indenture or the notes. In addition, no beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the indenture referred to herein and, if applicable, those of Euroclear Bank S.A./N.V., as operator of Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”)).

Investors may hold interests in the global notes through Euroclear or Clearstream, if they are participants in such systems. Euroclear and Clearstream will hold interests in the global notes on behalf of their account holders through customers’ securities accounts in their respective names on the books of their respective depositaries, which, in turn, will hold such interests in the global notes in customers’ securities accounts in the depositaries’ names on the books of DTC.

Payments of the principal of and interest on global notes will be made to DTC or its nominee as the registered owner thereof. None of us, any initial purchaser, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We anticipate that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note representing any notes held by its nominee, will credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. We also expect that payments by DTC Participants to owners of beneficial interests in such global note held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such DTC Participants.

Transfers between DTC Participants will be effected in accordance with DTC’s procedures. The laws of some jurisdictions require that certain persons take physical delivery of securities in certificated form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificated note in respect of such interest. Transfers between accountholders in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

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Subject to compliance with the transfer restrictions applicable to the notes described above, cross market transfers between DTC participants, on the one hand, and directly or indirectly through Euroclear or Clearstream account holders, on the other hand, will be effected in DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global notes in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Euroclear and Clearstream account holders may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream account holder purchasing an interest in a global note from a DTC Participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the DTC settlement date and such credit of any transactions in interests in a global note settled during such processing day will be reported to the relevant Euroclear or Clearstream accountholder on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream account holder to a DTC Participant will be received for value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day following settlement in DTC.

DTC has advised that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more DTC Participants to whose account or accounts with DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such DTC Participant or DTC Participants has or have given such direction. However, in the limited circumstances described below, DTC will exchange the global notes for certificated notes (in the case of notes represented by the Rule 144A Global Note, bearing a restrictive legend), which will be distributed to its participants. Holders of indirect interests in the global notes through DTC Participants have no direct rights to enforce such interests while the notes are in global form.

The giving of notices and other communications by DTC to DTC Participants, by DTC Participants to persons who hold accounts with them and by such persons to holders of beneficial interests in a global note will be governed by arrangements between them, subject to any statutory or regulatory requirements as may exist from time to time.

DTC has advised as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for DTC Participants and to facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include security brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“indirect participants”).

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants and accountholders of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the initial purchasers will have any responsibility for the performance of DTC, Euroclear or Clearstream or their respective participants, indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations.

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Certificated notes

If (1) DTC or any successor to DTC is at any time unwilling or unable to continue as a depositary for a global note and a successor depositary is not appointed by us within 90 days, (2) any of the notes has become immediately due and payable in accordance with “Description of the notes—Events of default” or (3) if we, at our sole discretion, determine that the global notes will be exchangeable for certificated notes and we notify the trustee thereof, we will issue certificated notes in registered form in exchange for the Regulation S Global Note and the Rule 144A Global Note, as the case may be. In the event of the occurrence of any clauses (1), (2) or (3) above, we will use our best efforts to make arrangements with DTC for the exchange of interests in the global notes for certificated notes and cause the requested certificated notes to be executed and delivered to the registrar in sufficient quantities and authenticated by the trustee for delivery to holders. Persons exchanging interests in a global note for certificated notes will be required to provide the registrar with (a) written instruction and other information required by us and the registrar to complete, execute and deliver such certificated notes and (b) certification that such interest is being transferred in compliance with the Securities Act. In all cases, certificated notes delivered in exchange for any global note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC.

Certificated notes will not be eligible for clearing and settlement through DTC, Euroclear or Clearstream.

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TAXATION

The following discussion summarizes certain Peruvian and U.S. federal income tax consequences of acquiring, holding and disposing of the notes.

This discussion is not a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase our notes and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Peruvian and U.S. federal income tax considerations applicable to any particular holder. It is based upon the tax laws of Peru and the United States as in effect on the date of these listing particulars, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its independent tax advisor about the particular Peruvian and U.S. federal income tax consequences that would affect it due to an investment in the notes.

Peruvian Tax Considerations

The following summary of certain Peruvian tax matters is describing the principal tax consequences of an investment in the offered notes by a person who is not a resident of Peru and does not hold the notes or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment in Peru (“non-Peruvian holder”). This summary is not intended to be a comprehensive description of all of the tax considerations that may be relevant to a decision to make an investment in the notes. This summary does not describe any tax consequences (a) arising under the laws of any taxing jurisdiction other than Peru or (b) applicable to a resident of Peru or to a person with a permanent establishment in Peru.

For Peruvian tax purposes, a legal entity is deemed to be domiciled in Peru if it has been incorporated in Peru or it is a permanent establishment in Peru of a foreign entity. All entities incorporated in Peru are subject to Peruvian income tax on their worldwide income, whereas permanent establishments of non-domiciled legal entities and all non-domiciled legal entities are only liable for the Peruvian income tax on their Peruvian source income.

As a general rule, a non-Peruvian individual is deemed domiciled in Peru for tax purposes if such individual has resided or has stayed in Peru for more than 183 calendar days during any 12 month period. An individual domiciled in Peru is liable for Peruvian income tax on worldwide income, while a non-domiciled individual is only liable for Peruvian income tax on Peruvian source income.

Income tax

Payment of interest

Interest on bonds or other debt instruments is subject to Peruvian Income Tax, as Peruvian income, if funds are placed, or economically used, in Peru, or if the payor of such interest is domiciled in Peru.

Peruvian source income from foreign financial transactions, such as issuance of bonds, granted by a non-domiciled individual or entity, is subject to a withholding tax of 4.99%, unless the issuer and the holder are related parties, in which case the withholding tax rate is 30%. Also, if the holder is a non-domiciled individual, a withholding tax rate of 30% will apply if the transaction originates from or passes through a tax haven. A financing transaction is deemed to be originated from or passed through a tax haven if the financing comes from or is made through a tax haven.

We are required to act as withholding agent for any income tax due with respect to interest paid on the notes. We have agreed, subject to specific exceptions and limitations, to pay additional amounts to the holders of the notes in respect of the Peruvian income tax mentioned above. See “Description of the Notes—Additional Amounts.”

Sale of the notes

Proceeds received by a non-Peruvian holder on a sale, exchange or disposition of a beneficial interest in the global notes held through a clearing system will not be subject to any Peruvian withholding or capital gains tax. In

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the event that the beneficial interests in the global notes are exchanged for definitive notes, any capital gain arising from the sale, exchange or other disposition of these notes by non-Peruvian holders would be subject to Peruvian income tax with a 5% rate, only if these two requirements are satisfied: (i) the notes are registered in the Securities Public Registry and (ii) the notes are negotiated in a Peruvian Stock Market. Otherwise, capital gains will be taxable at a 30% rate.

Capital gains are defined as the positive difference between the price at which the notes are sold and the holder’s tax basis on the notes (i.e., the acquisition value). The acquisition value has to be certified by the Peruvian Tax Administration through a form presented by the seller. This certification is not needed in case the sale is made through the Peruvian Centralized Stock Market and in case of early redemptions made by the issuer.

Prospective purchasers should discuss with their own tax advisors the application of any income tax described herein to their particular situations.

Value Added Tax (VAT)

Interest paid on the notes will be exempted from VAT. The Law for Promotion of Capital Markets in Peru (Law No. 30050) has introduced paragraphs t) and u) to Section 2 of the Amended and Restated Law on Value Added Tax (approved by Supreme Decree No. 055-99-EF) in accordance to which interest payments made with respect of: (i) securities place either through a public offering or a private offering by entities incorporated or based in Peru; and (ii) negotiable instruments placed privately (to the extent they were purchased through a centralized trading mechanism), will be exempted from VAT. This exemption from VAT has been effective since July 1st, 2013.

The VAT is not applicable in the case of sale or exchange of the notes.

Financial transaction tax

Additionally, it is important to mention that in Peru there is a Financial Transactions Tax (“FTT”) with a 0.005% rate on debits and credits made in a Peruvian bank or other financial institution account, either in national or foreign currency. If the issue price paid for the notes is deposited in a Peruvian Financial System (Sistema Financiero Peruano or “PFS”) bank account, such credit will also be levied at the corresponding FTT rate. The taxpayer of the FTT is the holder of the PFS bank account.

United States Federal Income Tax Considerations For United States Persons

To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in these listing particulars was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any prospective investor, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each prospective investor should seek advice based on its particular circumstances from an independent tax advisor.

The following is a summary of certain United States federal income tax consequences of the purchase, ownership and disposition of notes as of the date hereof. Except where noted, this summary deals only with notes that are held as capital assets by a U.S. holder (as defined below) who acquired our notes upon original issuance at their initial offering price.

A “U.S. holder” means a person that is for United States federal income tax purposes any of the following:

an individual citizen or resident of the United States;

a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. This summary does not address all aspects of United States federal income taxes and does not deal with foreign, state, or local or other tax considerations that may be relevant to U.S. holders in light of their particular circumstances. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws. For example, this summary does not address:

tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities for United States federal income tax purposes, tax-exempt entities or insurance companies;

tax consequences to persons holding the notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

tax consequences to holders of the notes whose “functional currency” is not the United States dollar;

alternative minimum tax consequences, if any; or

any state, local or foreign tax consequences.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of the notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Payments of Interest

Interest on a note will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes. In addition to interest on the notes (which includes any Peruvian tax withheld from the interest payments you receive), you will be required to include in income any Additional Amounts paid in respect of such Peruvian tax withheld. You may be entitled to deduct or credit this tax, subject to certain limitations (including that the election to deduct or credit foreign taxes applies to all of your foreign taxes for a particular tax year). Interest income (including any Additional Amounts) on a note generally will be considered foreign source income and, for purposes of the United States foreign tax credit, generally will be considered passive category income. You will generally be denied a foreign tax credit for foreign taxes imposed with respect to the notes where you do not meet a minimum holding period requirement during which you are not protected from risk of loss. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

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Sale, Exchange, Retirement or other Taxable Disposition of Notes

Your tax basis in a note will, in general, be your cost for that note. Upon the sale, exchange, retirement or other taxable disposition of a note, you will recognize gain or loss equal to the difference between the amount you realize upon the sale, exchange, retirement or other taxable disposition (less an amount equal to any accrued but unpaid interest, which will be taxable as interest income to the extent not previously included in income) and the adjusted tax basis of the note. Such gain or loss will be capital gain or loss and will generally be treated as United States source gain or loss. Consequently, you may not be able to claim a credit for any Peruvian tax imposed upon a disposition of a note unless such credit can be applied (subject to applicable limitation) against tax due on other income treated as derived from foreign sources. Capital gains of non-corporate U.S. holders (including individuals) derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Generally, information reporting requirements will apply to all payments we make to you and the proceeds from a sale of a note paid to you, unless you are an exempt recipient. Additionally, if you fail to provide your taxpayer identification number, or in the case of interest payments, fail either to report in full dividend and interest income or to make certain certifications, you may be subject to backup withholding.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service (the “IRS”).

Foreign Financial Asset Reporting

Certain U.S. holders are required to report information relating to an interest in the notes, subject to certain exceptions (including an exception for notes held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in the notes. You are urged to consult your own tax advisors regarding information reporting requirements relating to your ownership of the notes.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the ownership of notes. Prospective purchasers of notes should consult their own tax advisors concerning the tax consequences of their particular situations.

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PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in a purchase agreement among us and the initial purchasers, we agreed to sell to the initial purchasers named below, and each of the initial purchasers agreed, severally and not jointly, to purchase from us, the principal amount of notes (offered pursuant to the offering memorandum dated January 24, 2013) set forth opposite its name below.

Initial purchaser Principal

Amount of Notes

Citigroup Global Markets Inc. ...................................................................... US$250,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated ...................................................................................... US$250,000,000

Total .............................................................................................................. US$500,000,000

Subject to the terms and conditions set forth in the purchase agreement, the initial purchasers agreed, severally and not jointly, to purchase all of the notes sold under the purchase agreement.

We agreed to indemnify the initial purchasers and their controlling persons against certain liabilities in connection with this offering, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities.

The initial purchasers have offered the notes, subject to prior sale, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the purchase agreement, such as the receipt by the initial purchasers of officer’s certificates and legal opinions. The initial purchasers have reserved the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The initial purchasers advised us that they propose initially to offer the notes at the offering price set forth on the cover page of these listing particulars. After the initial offering, the offering price or any other term of the offering may be changed.

Notes Are Not Being Registered

The notes have not been registered under the Securities Act or any state securities laws. The initial purchasers propose to offer the notes for resale in transactions not requiring registration under the Securities Act or applicable state securities laws, including sales pursuant to Rule 144A and Regulation S. The initial purchasers will not offer or sell the notes except to persons they reasonably believe to be qualified institutional buyers or pursuant to offers and sales to non-U.S. persons that occur outside of the United States within the meaning of Regulation S. In addition, until 40 days following the commencement of this offering, an offer or sale of notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act unless the dealer makes the offer or sale in compliance with Rule 144A or another exemption from registration under the Securities Act. Each purchaser of the notes will be deemed to have made acknowledgments, representations and agreements as described under “Notice to Investors.”

New Issue of Notes

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any national securities exchange or for inclusion of the notes on any automated dealer quotation system. We have been advised by the initial purchasers that they presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the notes. If an active trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on

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prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

Settlement

We expect that delivery of the notes will be made to investors on or about January 31, 2013. (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

No Sales of Similar Securities

We have agreed that we will not, for a period of 90 days after the date of these Listing Particulars, without first obtaining the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of, any debt securities or securities exchangeable for or convertible into debt securities, except for the notes sold to the initial purchasers pursuant to the purchase agreement and nuevo-sol denominated debt securities issued or sold in the local Peruvian market.

Short Positions

In connection with the offering, the initial purchasers may purchase and sell the notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the initial purchasers of a greater principal amount of notes than they are required to purchase in the offering. The initial purchasers must close out any short position by purchasing notes in the open market. A short position is more likely to be created if the initial purchasers are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the initial purchasers’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the initial purchasers make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the initial purchasers make any representation that the initial purchasers will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Other Relationships

Some of the initial purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the initial purchasers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit

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default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. The initial purchasers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) no offer of notes may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the initial purchasers; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes shall require the Company or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

These Listing Particulars has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in these Listing Particulars may only do so in circumstances in which no obligation arises for the Company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the Company or the initial purchasers to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who 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 “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

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Notice to Prospective Investors in Switzerland

These listing particulars do not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations and the notes will not be listed on the SIX Swiss Exchange. Therefore, these listing particulars may not comply with the disclosure standards of the listing rules (including any additional listing rules or prospectus schemes) of the SIX Swiss Exchange. Accordingly, the notes may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors who do not subscribe to the notes with a view to distribution. Any such investors will be individually approached by the initial purchasers from time to time.

Notice to Prospective Investors in the Dubai International Financial Centre

These listing particulars relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). These listing particulars are intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved these listing particulars nor taken steps to verify the information set forth herein and has no responsibility for these listing particulars. The notes to which these listing particulars relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of these listing particulars you should consult an authorized financial advisor.

Notice to Prospective Investors in Peru

In Peru, this offering will be considered a public offering directed exclusively to “institutional investors” under CONASEV Resolution No. 079-2008-EF/94.01.1, as amended. The notes and the relevant offering memorandum have been registered with the Peruvian Superintendency of the Securities Market (Superintendencia del Mercado de Valores, or “SMV”) in accordance with the procedure set forth in SMV Resolution No. 004-2011-EF/94.01.1, as amended, applicable to U.S. offerings in reliance of Rule 144A under the Securities Act with a Peruvian component. In order to purchase the notes, “institutional investors” in Peru must sign a statement representing that they (a) are “institutional investors” (as such term is defined under the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10.1, as amended), and (b) understand (i) the differences which exist among the accounting and tax treatment in Peru and the country or countries where the notes will be traded, and (ii) the terms and conditions of the notes.

Notice to Prospective Investors in Chile

The notes will not be registered under Law 18,045, as amended, of Chile with the Superintendencia de Valores y Seguros (Chilean Securities Commission) and, accordingly, they cannot and will not be offered or sold to persons in Chile except in circumstances which have not resulted and will not result in a public offering under Chilean law.

Notice to Prospective Investors in Colombia

The notes will not be authorized by the Superintendencia Financiera de Colombia (Colombian Superintendency of Finance) and will not be registered under the Registro Nacional de Valores y Emisores (Colombian National Registry of Securities and Issuers), and, accordingly, the notes will not be offered or sold to persons in Colombia except in circumstances which do not result in a public offering under Colombian law.

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TRANSFER RESTRICTIONS

The notes have not been registered and will not be registered under the Securities Act, any U.S. state securities laws or the laws of any other jurisdiction (other than Peru), and may not be offered or sold except pursuant to an effective registration statement or pursuant transactions exempt from, or not subject to, registration under the Securities Act and the securities laws of any other jurisdiction. Accordingly, the notes are being offered and sold only:

in the United States to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A under the Securities Act; and

outside of the United States, to certain persons, other than U.S. persons, in offshore transactions meeting the requirements of Rule 903 in reliance on Regulation S under the Securities Act.

The notes are being offered in Peru only to “institutional investors” (as such term is defined in the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10.1, as amended).

Purchasers’ Representations and Restrictions on Resale and Transfer

Each purchaser of notes (other than the initial purchasers in connection with the initial issuance and sale of notes) and each owner of any beneficial interest therein will be deemed, by its acceptance or purchase thereof, to have represented and agreed as follows:

(1) it is purchasing the notes for its own account or an account with respect to which it exercises sole investment discretion and it and any such account is either (a) a qualified institutional buyer and is aware that the sale to it is being made pursuant to Rule 144A or (b) a non-U.S. person that is outside the United States;

(2) it acknowledges that the notes have not been registered under the Securities Act or with any securities regulatory authority of any U.S. state or any other jurisdiction (other than Peru) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below;

(3) it understands and agrees that notes initially offered in the United States to qualified institutional buyers will be represented by a global note and that notes offered outside the United States pursuant to Regulation S will also be represented by a global note;

(4) it will not resell or otherwise transfer any of such notes except (a) to us, (b) within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act, (c) outside the United States in compliance with Rule 903 or 904 under the Securities Act, (d) pursuant to another exemption from registration under the Securities Act (if available) or (e) pursuant to an effective registration statement under the Securities Act;

(5) it agrees that it will give to each person to whom it transfers the notes notice of any restrictions on transfer of such notes;

(6) it acknowledges that prior to any proposed transfer of notes (other than pursuant to an effective registration statement or in respect of notes sold or transferred either pursuant to (a) Rule 144A or (b) Regulation S) the holder of such notes may be required to provide certifications relating to the manner of such transfer as provided in the indenture;

(7) it acknowledges that the trustee, registrar or transfer agent for the notes will not be required to accept for registration the transfer of any notes acquired by it, except upon presentation of evidence satisfactory to us that the restrictions set forth herein have been complied with;

(8) it acknowledges that we, the initial purchasers and other persons will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the

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acknowledgements, representations and agreements deemed to have been made by its purchase of the notes are no longer accurate, it will promptly notify us and the initial purchasers; and

(9) if it is acquiring the notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each account.

Representations and Restrictions on Resale and Transfer of Peruvian Purchasers

The notes are being offered in Peru only to institutional investors (as such term is defined in the Seventh Final Disposition of CONASEV Resolution No. 141-98-EF/94.10.1, as amended), and each owner of any beneficial interest therein will be deemed, by its acceptance or purchase thereof, to have represented and agreed to comply with the transfer and resale restrictions set forth under CONASEV Resolution No. 079-2008-EF/94.01.1, as amended.

Legends

The following is the form of restrictive legend which will appear on the face of the Rule 144A global note, and which will be used to notify transferees of the foregoing restrictions on transfer:

“This note has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. The holder hereof, by purchasing this note, agrees for the benefit of the issuer that this note or any interest or participation herein may be offered, resold, pledged or otherwise transferred only (1) to the issuer, (2) so long as this note is eligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”), to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in accordance with Rule 144A, (3) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act, (4) pursuant to an exemption from registration under the Securities Act (if available) or (5) pursuant to an effective registration statement under the Securities Act, and in each of such cases in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction. The holder hereof, by purchasing this note, represents and agrees that it shall notify any purchaser of this note from it of the resale restrictions referred to above.

This legend may be removed solely at the discretion and at the direction of the issuer.”

The following is the form of restrictive legend which will appear on the face of the Regulation S global note and which will be used to notify transferees of the foregoing restrictions on transfer:

“This note has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. The holder hereof, by purchasing this note, agrees that neither this note nor any interest or participation herein may be offered, resold, pledged or otherwise transferred in the absence of such registration unless such transaction is exempt from, or not subject to, such registration and in accordance with any applicable securities laws of any other applicable jurisdiction.

For further discussion of the requirements (including the presentation of transfer certificates) under the indenture to effect exchanges or transfers of interest in global notes and certificated notes, see “Description of the Notes.”

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LEGAL MATTERS

The validity of the notes have been passed upon for us by Simpson Thacher & Bartlett LLP, our U.S. counsel, and by Estudio Echecopar, our Peruvian counsel, and for the initial purchasers by Shearman & Sterling LLP, U.S. counsel for the initial purchasers, and by Miranda & Amado Abogados, Peruvian counsel for the initial purchasers.

INDEPENDENT AUDITORS

Our financial statements as of and for the years ended December 31, 2012, 2011 and 2010 included in these listing particulars have been audited by Medina, Zaldívar, Paredes & Asociados, a member firm of Ernst & Young Global, as set forth in their report included in these listing particulars.

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LISTING AND GENERAL INFORMATION

1. The issuance of the notes has been authorized by resolutions of our board of directors at meetings held on August 17, 2012, November 16, 2012 and January 14, 2013. Under Peruvian law, we are not required to obtain the approval of our shareholder in order to issue the notes.

2. Except as disclosed herein, there are no litigation or arbitration proceedings against or affecting us or any of our assets, nor are we aware of any pending or threatened proceedings, which are or might reasonably be expected to be material in the context of the issuance of the notes.

3. Except as disclosed herein, there has been no adverse change, or any development reasonably likely to involve an adverse change, in the condition (financial or otherwise) or our general affairs since December 31, 2012 (the end of the most recent fiscal period for which financial statements have been prepared) that is material in the context of the issuance of the notes.

4. For so long as any notes remain outstanding, copies of the indenture under which the notes have been issued may be inspected free of charge during normal business hours at the offices of each of the Luxembourg listing agent and our principal office, at the addresses listed on the inside back cover page of these listing particulars.

5. For so long as any notes remain outstanding, copies of the following documents (together, where necessary, with English translations thereof) may be obtained free of charge during normal business hours, at our principal office, at the address listed on the inside back cover page of these listing particulars, or at the offices of the Luxembourg Listing Agent – Banque Internationale à Luxembourg SA, which address may also be found on the inside back cover page of these listing particulars:

our latest published unaudited interim financial statements, which are published on a quarterly basis, and audited year-end financial statements; and

our estatutos sociales (by-laws).

6. To the best of our knowledge, the information contained in these listing particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Accordingly, we accept responsibility.

7. The global notes representing the notes have been accepted into the systems used by DTC and for clearing and settlement in Euroclear & Clearstream. The CUSIP and ISIN numbers, as applicable, for the notes are as follows:

Rule 144A Note CUSIP: Rule 144A Note ISIN: Rule 144A Common Code:

344593AA6 US344593AA60 088325656

Regulation S Note CUSIP: Regulation S Note ISIN: Regulations S Common Code:

P42009AA1 US P42009AA12 088284372

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ANNEX A – PRINCIPAL DIFFERENCES AMONG SBS GAAP, US GAAP AND IFRS (AS ADOPTED BY THE IASB)

Our financial statements have been prepared in accordance with SBS GAAP. The SBS has stated that in case situations unforeseen by applicable standards arise, provisions set forth in Generally Accepted Accounting Principles in Peru shall be applied. All references to “IFRS” in this Appendix refer to IFRS as adopted by the IASB.

SBS GAAP differs in several significant respects from IFRS and US GAAP. We have not undertaken efforts to prepare a quantitative reconciliation of specific differences among SBS GAAP, IFRS and US GAAP. Had such an effort been undertaken, other potentially significant differences might have been identified and disclosed herein.

The following paragraphs summarize the areas in which we considerer that differences among SBS GAAP, IFRS and US GAAP could be significant to our results of operations and financial position as of and for the years ended on December 31, 2012, 2011 and 2010. We have not prepared financial statements in accordance with IFRS or US GAAP and, accordingly, cannot offer any assurances that all existing differences have been identified and that the differences described below could, in fact, be the largest differences between our financial statements and those prepared under IFRS or US GAAP. In addition, we cannot estimate the net effect that applying IFRS or US GAAP would have on our result of operations or financial position or any component thereof, in any of the presentations of individually or in aggregate, material, and in particular, as a result of such, it may be that the total shareholder’s equity, prepared on the basis of SBS GAAP would be materially different from the shareholder’s equity reported under IFRS or US GAAP. Differences in the presentation of the financial statements as well as differences in the information provided in the footnotes to the financial statements have not been reported. Furthermore, the differences discussed below represent the differences based on the effects of standards that were in effect as of December 31, 2012 and does not consider the effects of standards previously issued that will become effective in the future.

Highlights of certain differences among SBS GAAP, IFRS and US GAAP

Content and format of financial statements

Under SBS GAAP, the presentation and content of the accounts included in the financial statements are detailed in the regulation issued by the SBS for us and supplementary in the “Accounting Manual for Financial Entities.” Under IFRS, specifically IAS 1, IAS 32, IAS 39, and IFRS 7, include generic principles about the presentation and disclosure in the financial statements for financial entities. Under US GAAP, the SEC has established detailed rules about the form and content of the financial statements for banks in its S-X regulation.

Cash flow statements

Under SBS GAAP, the cash flow statement is presented in accordance with the “Accounting Manual for Financial Entities” issued by the SBS that contain significant presentational differences in respect of cash flow statement according to IFRS (IAS 7) and US GAAP (ASC 230).

The format of a cash flow statement prepared under IAS 7 is essentially the same as a cash flow statement prepared under ASC 230. Both standards require cash flows to be classified into three broad categories: operating activities; investing activities; and financing activities. However, presentation differences can arise due to differences between IFRS and US GAAP in respect of the definition of cash, and the classification of specific items.

Consolidation and investment in special purpose entities

We do not have investments in subsidiaries or associates but we have interests in Special Purpose Vehicles (“SPEs”). SBS GAAP does not require consolidating SPEs, but requires accounting them using the equity method. These accounts are denominated “Accounts receivable from Trusts” and are included in the “Other accounts receivable, net” caption in the balance sheet. Income and expenses arising from transactions between the Fund and the SPEs are not eliminated in their respective captions; however, such balances are being eliminated indirectly

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through the equity method applied to the Fund’s interest in such SPEs. Other balances and transactions are not being eliminated.

Under both IFRS and US GAAP, the determination of whether or not entities are consolidated by a reporting enterprise is based on control, although differences exist in the definition of control. Under IFRS, the concept of power to control is the parent’s ability to govern the financial and operating policies of an entity to obtain benefits. Control is presumed to exist if the parent owns more than 50% of the votes, and potential voting rights must be considered. Under US GAAP, there are two different models for determining whether consolidation is appropriate. Under the risk and rewards model, consolidation is based on which interest holder absorbs a majority of the risks and rewards of a Variable Interest Entity (or “VIE”). If a reporting entity has an interest in another entity that is not considered a VIE or that is not within the scope of the VIE model, the voting interest model must be applied. Under this model, consolidation is based on whether the reporting entity has a controlling financial interest in the entity.

Under IFRS (IAS 27 and SIC-12), a reporting entity must consider the indicators of control in both IAS 27 and SIC-12 to determine whether consolidation is appropriate. Under this model, a reporting entity should consider which party controls an entity on the basis of an evaluation of both governance indicators (IAS 27) and economic indicators (SIC-12). An enterprise is required to consolidate special purpose entities, or SPEs, when the substance of the relationship between them indicates that the enterprise controls the SPE.

Impairment – Long lived assets

SBS GAAP, IFRS (IAS 36) and US GAAP (ASC 350 and 360) require that specific and clearly detailed tests be carried out to adjust the carrying value of certain assets (long-lived assets) when indicators of potential impairment exist.

Impairments under SBS GAAP and IFRS are based on discounted cash flows. Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. There is no undiscounted test under SBS GAAP and IFRS.

Under SBS GAAP and IFRS, impairment of long-lived assets is calculated by comparing the recoverable amount (the higher of fair value less costs to sell or value in use) to the carrying amount. Under US GAAP, impairment is measured by a company’s fair value to carry amount.

Under SBS GAAP and IFRS impairment losses are reversed when there has been a change in economic conditions or in the expected use of the asset. Under US GAAP impairment losses cannot be reversed for assets to be held and used, as the impairment loss results in a new cost basis for the asset. Subsequent revisions to the carrying amount of an asset to be disposed of are reported as adjustments to the asset’s carrying amount, but limited by the carrying amount at the date on which the decision to dispose of the asset is made.

Debt and equity securities, including those within the Trusts

Under SBS GAAP, SBS Resolution 10639-2008, investments at fair value through profit or loss (formerly recorded as trading securities) are initially recognized at cost (excluding acquisitions costs, which are recorded as expenses) and subsequently remeasured at fair value. Available-for-sale investments and held-to-maturity investments are initially recognized at cost including acquisition costs and available-for-sale investments are subsequently remeasured at fair value, while held-to-maturity investments are valued at amortized cost using the effective interest rate method. Additionally, the aforementioned resolution established an additional category: Investments in subsidiaries for equity instruments acquired with the purpose of having: (i) an equity participation, (ii) control, as defined by IAS 27, and/or (iii) significant influence, as defined by IAS 28. Their initial recognition is at fair value, including transaction costs that are directly attributable to the acquisition, and thereafter, are recorded following the equity participation method.

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Subsequent measurement of investments is based upon the valuation principles of the portfolios they are classified in at the time of purchase, as described below:

Trading securities, in all cases, are re-measured at fair value and all related realized and unrealized gains or losses are recognized in income.

Held-to-maturity securities (HTM) are carried at amortized cost using the effective yield method less any impairment in value. Gains or losses are recognized in income when the investments are derecognized or impaired, as well as through the amortization of premiums and accretion of discounts. Sale or reclassification of held-to-maturity securities to other categories triggers reclassification of such securities outside the held-to-maturity portfolio.

Available-for-sale securities (AFS), under IFRS and US GAAP are carried at fair value. Gains or losses on remeasurement to fair value are recognized as a separate component of equity, or other comprehensive income, net of income taxes, until investment is sold, collected or otherwise disposed of or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in income.

Under SBS GAAP and IFRS, foreign exchange gains and losses on the amortized cost, of all financial instruments, are recognized in the income statement, except for available-for-sale equity investments. Foreign exchange gains and losses on available-for-sale equity investments are recognized in equity. US GAAP (ASC 830) establishes that the foreign exchange gains and losses related to the amortized cost of debt securities classified as available-for-sale must be recognized in other comprehensive income.

The accounting principles applied by the trusts for accounting their debt and equity securities, which are the basis for the application of the equity accounting, are the same as those applied by the Fund, and therefore these differences listed above apply to the trusts as well.

Impairment of debt and equity securities

A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Under SBS GAAP credit default is one of the evidence factors that the management should analyze. The impairment loss is measured as the difference between the debt instrument’s amortized cost basis and its fair value. For an AFS equity investment, an impairment is recognized in the income statement when there is objective evidence that the AFS equity instrument is impaired, and that the cost of the investment in the equity instrument may not be recovered. The impairment is measured as the difference between the equity instrument’s cost basis and its fair value. A significant and prolonged decline in fair value of an equity investment below its cost is considered objective evidence of an impairment.

Under SBS GAAP and IFRS, impairment losses recognized through the income statement for AFS equity securities cannot be reversed through the income statement for future recoveries. However, impairment losses for debt instruments classified as AFS may be reversed through the income statement if the fair value of the asset increases in a subsequent period and the increase can be objectively related to an event occurring after the impairment loss was recognized.

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Under US GAAP, declines in fair value below cost may result in an impairment loss being recognized in the income statement on an AFS debt instrument due solely to a change in interest rate (risk-free or otherwise) if the entity has the intent to sell the debt instrument or it is more likely than not that it will be required to sell the debt instrument before its anticipated recovery. The impairment loss is measured as the difference between the debt instrument’s amortized cost basis and its fair value. When a credit loss exists, but the entity does not intend to sell the debt instrument, nor is it more likely than not that the entity will be required to sell the debt instrument before the recovery of the remaining cost basis, the impairment is separated into (i) the amount representing the credit loss and (ii) the amount related to all other factors. The amount of the total impairment related to the credit loss is recognized in the income statement and the amount related to all other factors is recognized in other comprehensive income, net of applicable taxes.

Under US GAAP, for an AFS equity instrument, an impairment is recognized in the income statement, as the difference between the equity instrument’s amortized cost basis and its fair value, if the equity instrument’s fair value is not expected to recover sufficiently in the near-term to allow a full recovery of the entity’s cost basis. An entity must have the intent and ability to hold an impaired security until such near-term recovery, otherwise an impairment loss must be recognized in the income statement. When an impairment loss is recognized in the income statement, a new cost basis in the investment is established equal to the previous cost basis minus the impairment recognized in earnings. Impairment losses cannot be reversed for any future recoveries.

Under SBS GAAP and IFRS, the impairment loss of an held to maturity investment is measured as the difference between the carrying amount of the investment and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the financial asset is reduced either directly or through the use of a provision account. The amount of impairment loss is recognized in the income statement. However, the carrying amount of an HTM investment or a loan or receivable cannot exceed what the amortized cost of that investment would have been, had the original impairment not been recognized.

Under US GAAP, the impairment loss of an HTM is measured as the difference between its fair value and amortized cost basis. When the entity does not intend to sell the debt instrument and it is not more likely than not that the entity will be required to sell the debt instrument before recovery of its amortized cost basis, the amount of the total impairment related to the credit loss is recognized in the income statement and the amount related to all other factors is recognized in other comprehensive income.

Under US GAAP, the carrying amount of an HTM investment after the recognition of an impairment is the fair value of the debt instrument at the date of the impairment. The new cost basis of the debt instrument is equal to the previous cost basis minus the impairment recognized in earnings. The impairment recognized in other comprehensive income is accreted to the carrying amount of the HTM instrument over its remaining life.

Under SBS GAAP, as described in SBS Resolution 10639-2008, when the SBS considers it necessary to establish any additional provision for any type of investment, this provision will be determined on the basis of each individual investment, and must be recorded in the statements of income for which the SBS requires such provision.

Provisions for accounts receivable (Trust Agreement – COFIDE)

Under SBS GAAP, provisions for accounts receivable are provided for in accordance with SBS Resolution No. 980-2006, which provides the calculation of the allowance based upon the criteria established in SBS Resolution No. 11356-2008, as detailed in note 3(d) of our audited annual financial statements included elsewhere in these listing particulars.

Under IFRS (IAS 39) and US GAAP (ASC 450 and ASC 310-10-35), if there is objective evidence that all amounts due (principal and interest) according to original contractual terms of the loan will not be collected, such loans are considered impaired and the amount of the loss is measured as the difference between the loan’s carrying amount and the present value of expected future cash flows discounted at the loan’s original effective interest rate or as the difference between the carrying value of the loan and fair value of the collateral, if the loan is collateralized and foreclosure is probable. Impairment and uncollectibility are measured and recognized individually for loans and receivables that are individually significant and on a portfolio basis for a group of similar loans and receivables that are not individually identified as impaired if a loss is probable and quantifiable.

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Under SBS GAAP, recoveries are recorded in the same line of provisions for loan losses in the income statement. Charge-offs are recorded directly as provision for loan losses in the income statement. Under IFRS and US GAAP, recoveries and charge-offs would be recorded in the provisions for loan losses in the balance sheet.

Accounts receivable (Trust Agreement – COFIDE)

Under SBS GAAP, accounts receivable are recorded at nominal value when the disbursements of funds through COFIDE are made in favor of the intermediary financial institutions.

Under IFRS and US GAAP, accounts receivable are measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate.

Accounts receivable – Advance payments from intermediary financial institutions

Under SBS GAAP, the prepayment of accounts receivable from intermediary financial institutions, received at fair value, are recorded as follows: a) the principal and unearned interest included in the installments, as shown in the original payment schedule, shall be discounted using the same rate used to establish the fair value of the advance payments received; b) the difference between the nominal and discounted amounts shall be recorded as income or loss of the year; c) the discounted amount assigned to principal, as mentioned above, shall be reduced from the “Accounts receivable, net (Trust Agreement – COFIDE) in the balance sheet; and d) the discounted unearned interest shall be recorded in the “Deferred income” caption of the balance sheet, and subsequently recognized as income in the “Financial income” caption in the income statement.

Under IFRS, IAS 39 the prepayments must be recorded based upon the transfer of the risks and rewards of ownership, as result and based on the characteristics of the advance received, such amounts must not be derecognized. Under US GAAP (ASC 860), derecognition of financial assets occurs when effective control over the financial asset has been surrendered. Both IFRS and US GAAP have very strict guidelines for such transactions to qualify for sales accounting and derecognition from the balance sheet..

Income tax

Under SBS GAAP, IFRS (IAS 12) and US GAAP (ASC 740), deferred taxes should be recorded for the tax effect of temporary differences between the tax and accounting bases of assets and liabilities as well as tax loss carry forwards. IFRS and SBS GAAP measures deferred taxes using the tax rate enacted, or substantially enacted, where US GAAP measures deferred taxes only on the enacted tax rate. Under IFRS and SBS GAAP, deferred tax assets are recognized when recovery is probable. Under US GAAP, deferred tax assets are recognized (i.e., no valuation provision) to the extent that they are more likely than not to be recovered. Under US GAAP, IFRS and SBS GAAP, deferred tax in respect of temporary differences on subsidiaries, associates and joint ventures is not recognized in some circumstances. Under US GAAP, such differences on equity method investments, other than certain foreign corporate ventures, are recognized in full.

In relation to uncertain tax position, SBS GAAP and IFRS do not have specific guidance. IAS 12 indicates tax assets/liabilities should be measured at the amount expected to be paid. In practice, the recognition principles in IAS 37 on provisions and contingencies are frequently applied. US GAAP (ASC 740) requires a two-step process, separating recognition from measurement. A benefit is recognized when it is “more likely than not” to be sustained based on the technical merits of the position. The amount of benefit to be recognized is based on the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

On its November 2010 session, the International Financial Reporting Interpretations Committee (“IFRIC”), agreed that employees’ profit sharing must be recorded following IAS 19 “Employees’ benefits” and not IAS 12 “Income tax.” Consequently, an entity must only recognize a liability when the employee has rendered a service; therefore, the deferred employees’ profit sharing should not be calculated by temporary differences; given that these differences would be attributable to future services that must not be considered as obligations or rights under IAS 19. In Peru, the standard practice was to calculate and record employees’ profit sharing on the financial statements.

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On January 21, 2011, the SBS issued the Multiple Official Letter No. 4049-2011, which establishes the accounting treatment of employees’ profit sharing; the SBS new accounting treatment agrees to the standard established by the IFRIC. The new accounting treatment was mandatory since January 2011.

Derivative financial instruments

Under SBS GAAP, IFRS (IAS 32 and 39) and US GAAP (principally ASC 320 and ASC 815) derivative financial instruments are initially and subsequently recognized at fair value. Derivative transactions that do not qualify for hedge accounting are treated as derivatives held for trading and any gains and losses arising from changes in fair value are taken directly to income.

The US GAAP literature is far more detailed than SBS GAAP and IFRSs as it has been developed over a longer period and, often, in response to specific financial instruments. Consequently, there are many differences in the scope of standards under SBS GAAP, IFRSs and US GAAP in regards to derivative financial instruments, embedded derivatives and hedge accounting.

Accounts receivable related to the Credit Risk Coverage (CRC) and Good Payer Award (PBP) Trusts

Under SBS GAAP, SBS Resolution No. 980.2006 “Fund Regulation,” the accounts receivable related to the CRC-PBP trusts corresponds to the net assets or net liabilities of the trusts. Likewise, in accordance with such resolution, the income or net loss arising from the trusts is included in the “Financial Income” or “Financial Expense” in the income statement as “Attributions from trusts.”

Under IFRS and US GAAP, the Fund should likely consolidate the trusts as described in the “Consolidation and investment in Special Purpose Entities” above mentioned.

Revenue recognition – Interest recognition

Under SBS GAAP, interest income and expenses are recorded in the statement of income in the period in which they accrue, depending on the lifetime of the operations that generate them and the nominal interest rates established. Because the Fund grants credit loans to intermediary financial institutions to intermediate its resources, which disbursement is made through COFIDE Trust, instead of loans to the borrower, in accordance to the SBS’s Accounting Manual for Financial Entities, the yield generated in said operations are recorded on an accrual basis and in-suspense interests are not recognized.

Under IFRS (IAS 18) and US GAAP (ASC 835), recognition of interest on loans is generally discontinued when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due. As a general practice, this occurs when loans are 90 days or more overdue. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the provision for credit losses.

Revenue recognition – Bonuses and Prizes for Good Payers

Under SBS GAAP, the interests of the forgiven installments to the final beneficiaries of the loans corresponding to the bonus for good payers (bono del buen pagador) are recorded when such beneficiaries have meet the on-time payment of six monthly consecutive payments, such amounts are recorded as an expenses offsetting the “Income from accounts receivable” item included in the “Financial income” caption of the income statement. Likewise, the principal forgiven corresponding to bonuses and prizes for good payers is recorded as expenses in the “Financial expense” caption in the income statement.

Under IFRS (IAS 39) and US GAAP, the forgiven installments should be recognized as part of the effective interest rate using the amortized cost methodology and, as result, should be recorded as interest in the income statement during the term of the loan, recognizing non-compliance cases as a change in the estimation of the payments.

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Provision for risks and charges

Under SBS GAAP and IFRS (IAS 37), a provision should only be made when: (a) an enterprise has a present obligation (legal or constructive) as a result of a past event, (b) it is probable (more likely than not) that a future outflow of economic benefits will be required to settle the obligation and (c) a reliable estimate of the amount of the obligation can be made. The entity must discount the anticipated cash flows expected to be required to settle the obligation if the impact is material.

The treatment of loss contingencies under US GAAP (ASC 450) is similar to IFRS. However, “Probable” is defined as likely, which is a higher threshold than “more likely than not” and if a range of estimates for the obligation is determined and no amount in the range is more likely than any other amount in the range, the “minimum” (rather than the mid-point as in IFRS) amount must be used to measure the liability. The entity must discount the anticipated cash flows expected to be required to settle the obligation if the impact is material.

Under US GAAP, losses on firmly committed onerous contracts are usually not recognized. Under IFRS, if an entity has a contract that is onerous (e.g., an operating lease), the present obligation under the contract should be recognized as a liability.

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INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements of Fondo MIVIVIENDA as of December 31, 2012 and 2011 and for the years ended December 31, 2012 and 2011

Independent Auditors’ Report ................................................................................................................................... F-4 Balance Sheets ........................................................................................................................................................... F-6 Statement of Income ................................................................................................................................................. F-7 Statement of Changes in Shareholder’s Equity ......................................................................................................... F-8 Statement of Cash Flows ........................................................................................................................................... F-9 Notes to the Financial Statements ............................................................................................................................ F-11

Audited Financial Statements of Fondo MIVIVIENDA as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010

Independent Auditors’ Report ................................................................................................................................. F-71 Balance Sheets ......................................................................................................................................................... F-73 Statement of Income ............................................................................................................................................... F-74 Statement of Changes in Shareholder’s Equity ....................................................................................................... F-75 Statement of Cash Flows ......................................................................................................................................... F-76 Notes to the Financial Statements ............................................................................................................................ F-78

Unaudited Interim Financial Statements of Fondo MIVIVIENDA as of March 31, 2013 and for the three month periods ended March 31, 2013 and 2012

Balance Sheets ....................................................................................................................................................... F-131 Statement of Income ............................................................................................................................................. F-132 Statement of Changes in Shareholder’s Equity ..................................................................................................... F-133 Statement of Cash Flows ....................................................................................................................................... F-134 Notes to the Financial Statements .......................................................................................................................... F-135

Translation of independent auditors’ report and financial statements

originally issued in Spanish - Note 26

Fondo MIVIVIENDA S.A.

Financial statements as of December 31, 2012 and 2011 together with Independent Auditors’ Report

F-2

Translation of independent auditors’ report and financial statements

originally issued in Spanish - Note 26

Fondo MIVIVIENDA S.A.

Financial statements as of December 31, 2012 and 2011

together with Independent Auditors’ Report

Content

Independent auditors’ report

Financial statements

Balance sheets

Statements of income

Statements of changes in shareholder’s equity

Statements of cash flows

Notes to the financial statements

F-3

Translation of independent auditors’ report originally issued in

Spanish - Note 26

Independent Auditors’ Report

Miembro de Ernst & Young Global Inscrita en la partida 11396556 del Registro

de Personas Jurídicas de Lima y Callao

To the Shareholder and Directors of Fondo MIVIVIENDA S.A.

We have audited the accompanying financial statements of Fondo MIVIVIENDA S.A. (hereafter “the

Fund”), which comprise the balance sheets as of December 31, 2012 and 2011, and the related

statements of income, changes in shareholder’s equity and cash flows for the years then ended, and

a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with accounting standards prescribed by the Superintendence of Banking, Insurance

and Pension Funds Administrators (“SBS” by its acronym in Spanish), and for such internal control

as management determines is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We

conducted our audits in accordance with generally accepted auditing standards in Peru for financial

entities. Those standards require that we comply with ethical requirements and plan and perform

the audits to obtain a reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence on the amounts and disclosures in

the financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditors consider internal control relevant to the

Fund’s preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Fund’s internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made

by management, as well as evaluating the overall presentation of the financial statements.

F-4

Translation of independent auditors’ report originally issued in

Spanish - Note 26

Independent Auditors’ Report (continued)

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the

financial position of Fondo MIVIVIVENDA S.A. as of December 31, 2012 and 2011, and the results

of its operations and its cash flows for the years then ended, in accordance with accounting

principles prescribed by the Superintendence of Banking, Insurance and Pension Funds

Administrators for the Fund, Note 3.

Lima, Peru,

March 15, 2013

Countersigned by:

Elizabeth Fontenla

C.P.C.C. Register No. 25063

F-5

Translation of financial statements originally issued in Spanish - Note 26

The accompanying notes are an integral part of this balance sheet.

Fondo MIVIVIENDA S.A.

Balance sheet As of December 31, 2012 and 2011

Note 2012 2011 S/. S/.

Assets

Cash and due from banks - 5

Deposits in the Peruvian Central Bank 1,760 1,140,025

Deposits in domestic banks 339,765,712 155,910,397

Accrued yields on cash and due from banks 708,973 178,666 ______________ ______________

340,476,445 157,229,088

Available-for-sale and held-to-maturity investments 6 - 205,101,797

Accounts receivable, net (Trust Agreement – COFIDE) 7 3,144,928,900 2,427,676,487

Other accounts receivable, net 8 70,518,124 399,991,105

Derivative financial instruments 12 5,752,935 10,061,020

Property, furniture and equipment, net 9 1,355,803 1,834,740

Deferred income tax 15 7,210,468 1,737,001

Other assets, net 10 3,233,935 3,165,952 ______________ ______________

Total assets 3,573,476,610 3,206,797,190 ______________ ______________

Contingent and off-balance sheet accounts 16

Contingent assets 363,384,459 685,856,180

Off-balance sheet assets accounts 732,167,944 894,348,612

Trusts and trust commissions receivable 1,005,215,295 1,673,730,742 ______________ ______________

2,100,767,698 3,253,935,534 ______________ ______________

Note 2012 2011 S/. S/.

Liabilities

Obligations with the public 14 10,082,500 11,058,204

Due to banks and financial obligations 17(b) 215,596,640 -

Derivative financial instruments 12 - 46,831

Other accounts payable 11 241,467,018 190,840,627

Provisions and other liabilities 11 11,391,677 2,221,058 ______________ ______________

Total liabilities 478,537,835 204,166,720

Shareholder’s equity 13

Capital stock 2,968,159,573 2,889,343,941

Additional capital 34,247 34,247

Legal reserve 34,117,484 25,815,191

Unrealized results 967,036 319,166

Retained earnings 91,660,435 87,117,925 ______________ ______________

Total shareholder’s equity 3,094,938,775 3,002,630,470 ______________ ______________

Total liabilities and shareholder’s equity 3,573,476,610 3,206,797,190 ______________ ______________

Contingent and off-balance sheet accounts 16

Contingent liabilities 363,384,459 685,856,180

Off-balance sheet liabilities accounts 732,167,944 894,348,612

Trusts and trust commissions payable 1,005,215,295 1,673,730,742 ______________ ______________

2,100,767,698 3,253,935,534 ______________ ______________

F-6

Translation of financial statements originally issued in Spanish -

Note 26

The accompanying notes are an integral part of this statement.

Fondo MIVIVIENDA S.A.

Statement of income For the years ended December 31, 2012 and 2011

Note 2012 2011 S/. S/.

Financial income 17 218,743,275 206,118,069

Financial expenses 17 (52,577,263) (60,505,024) ____________ ____________

Gross financial margin 166,166,012 145,613,045

Allowance for doubtful accounts (Trust Agreement –

COFIDE) 7(f) (22,874,492) (12,343,352) ____________ ____________

Net financial margin 143,291,520 133,269,693

Financial services revenues 18 1,754,766 2,695,016

Financial services expenses (69,282) (144,419) ____________ ____________

Operating margin 144,977,004 135,820,290

Administrative expenses 19 (32,709,521) (30,122,403) ____________ ____________

Net operating margin 112,267,483 105,697,887

Depreciation of property, furniture and equipment 9(a) (527,083) (589,997)

Amortization of intangible assets 10(b) (149,962) (233,980)

Allowance for other doubtful accounts 8(f) (317,012) (1,394,291)

Other provisions 20 (900,914) (299,108) ____________ ____________

Operating income 110,372,512 103,180,511

Other income and expenses 21 17,985,342 10,160,828 ____________ ____________

Income before income tax 128,357,854 113,341,339

Income tax 15(b) (36,697,419) (30,318,405) ____________ ____________

Net income 91,660,435 83,022,934 ____________ ____________

F-7

Translation of financial statements originally issued in Spanish - Note 26

The accompanying notes are an integral part of this statement.

Fondo MIVIVIENDA S.A.

Statement of changes in shareholder’s equity For the years ended December 31, 2012 and 2011

Number

of shares

Capital

stock

Additional

capital

Legal

reserve

Unrealized

results

(Note 13 (c))

Retained

earnings Total S/. S/. S/. S/. S/. S/.

Balance as of January 1, 2011 2,831,257,473 2,831,257,473 34,247 19,361,139 (5,863,993) 68,435,821 2,913,224,687

Capitalization of earnings, Note 13(a) 58,086,468 58,086,468 - - - (58,086,468) -

Transfer to legal reserve, Note 13(b) - - - 6,454,052 - (6,454,052) -

Net change in unrealized results on available-for-sale

investments of the Fund - - - - 4,686,825 - 4,686,825

Net change in unrealized results on available-for-sale

investments of the CRC-PBP trusts - - - - 1,496,334 - 1,496,334

Change in accounting policies, Note 3(a) (II.1) - - - - - 199,690 199,690

Net income - - - - - 83,022,934 83,022,934 ______________ ______________ __________ ____________ ____________ ______________ ______________

Balance as of December 31, 2011 2,889,343,941 2,889,343,941 34,247 25,815,191 319,166 87,117,925 3,002,630,470 ______________ ______________ __________ ____________ ____________ ______________ ______________

Capitalization of earnings, Note 13(a) 78,815,632 78,815,632 - - - (78,815,632) -

Transfer to legal reserve, Note 13(b) - - - 8,302,293 - (8,302,293) -

Net change in unrealized results on available-for-sale

investments of the Fund - - - - (20,749) - (20,749)

Net change in unrealized results on available-for-sale

investments of the CRC-PBP trusts - - - - 668,619 - 668,619

Net income - - - - - 91,660,435 91,660,435 ______________ ______________ __________ ____________ ____________ ______________ ______________

Balance as of December 31, 2012 2,968,159,573 2,968,159,573 34,247 34,117,484 967,036 91,660,435 3,094,938,775 ______________ ______________ __________ ____________ ____________ ______________ ______________

F-8

Translation of financial statements originally issued in Spanish -

Note 26

Fondo MIVIVIENDA S.A.

Statement of cash flows

For the years ended December 31, 2012 and 2011

2012 2011 S/. S/.

Reconciliation of net income to cash from operating activities:

Net income 91,660,435 83,022,934

Adjustments to net income

Plus (less)

Allowance for accounts receivable (Trust Agreement – COFIDE),

net of reversals and exchange difference 14,368,182 4,972,321

Depreciation, amortization and other 973,457 1,316,863

Allowance for other accounts receivable, net of reversals (10,336,501) (176,966)

Deferred income tax (5,473,467) (1,030,505)

Results from valuation of investments (337,195) (6,506,354)

Charges and credits for net changes in assets and liabilities

Decrease (increase) in other accounts receivable 340,081,643 (12,945,676)

Decrease in accrued yields 2,039,374 5,973,413

Increase in other accounts payable, allowances and other liabilities 59,059,348 43,772,385

Increase (decrease) in derivative financial instruments 4,261,254 (14,970,641) _____________ _____________

Net cash from operating activities 496,296,530 103,427,774 _____________ _____________

Cash flows from investing activities

Purchase of property, furniture and equipment (113,345) (81,143)

Purchase of intangible assets (52,700) (117,582) _____________ _____________

Net cash used in investing activities (166,045) (198,725) _____________ _____________

F-9

Translation of financial statements originally issued in Spanish -

Note 26

The accompanying notes are an integral part of this statement.

Statement of cash flows (continued)

2012 2011 S/. S/.

Cash flows from financing activities

Net increase in accounts receivable (Trust Agreement - COFIDE) (729,766,417) (770,865,779)

Net decrease in investments 254,155,065 706,425,714

Net increase in due to banks and financial obligations 213,703,928 -

Net increase in obligations with the public (975,704) 10,783,159 _____________ _____________

Net cash used in financing activities (262,883,128) (53,656,906) _____________ _____________

Net increase in cash 233,247,357 49,572,143

Balance of cash at the beginning of the year 107,229,088 57,656,945 _____________ _____________

Balance of cash at the end of the year, Note 5 340,476,445 107,229,088 _____________ _____________

F-10

Translation of financial statements originally issued in Spanish -

Note 26

Fondo MIVIVIENDA S.A.

Notes to the financial statements As of December 31, 2012 and 2011

1. Business activity

Fondo MIVIVIENDA S.A. (hereafter “the Fund” or “Fondo MIVIVIENDA”) is a state-owned company under

private law and is governed by Law N°28579 and its by-laws. The Fund falls under the purview of the

Peruvian National Fund for the Financing of Business Activities of the State (Fondo Nacional de

Financiamiento de la Actividad Empresarial del Estado or “FONAFE” by its acronym in Spanish) under the

Ministry of Housing, Construction and Sanitation (“MVCS” by its acronym in Spanish). The

aforementioned Law N°28579 provided for the conversion of the former Mortgage Fund for the

Promotion of Housing (Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA) into a

corporation called Fondo MIVIVIENDA S.A.

The Fund’s objective are the promotion and financing of the acquisition, improvement and construction

of homes, especially those of social interest, promotion of activities to invest into the home lending

market, participation in the primary and secondary market for mortgage loans, and contributing to the

development of the Peruvian capital market. All the Fund’s activities are regulated by the

Superintendence of Banking, Insurance and Pension Funds Administrators (Superintendencia de Banca,

Seguros y AFP or “SBS” by its acronym in Spanish), SBS Resolution N°980-2006 “Regulations for Fondo

MIVIVIENDA S.A.”

The legal address of the Fund is Avenida Paseo de la República 3121, San Isidro, Lima, Peru.

As of the date of these financial statements, the Fund manages the following programs and financial

resources:

(i) MIVIVIENDA Program.

(ii) Techo Propio Program – Management of the Household Housing Bonus (Bono Familiar

Habitacional, or “BFH” by its acronym in Spanish), as commissioned by the Ministry of Housing,

Construction and Sanitation - MVCS.

(iii) Resources of the Fund, Law N°27677, as commissioned by the Ministry of Economy and Finance

(hereafter “MEF” by its acronym in Spanish).

The characteristics of each program are the following:

(i) MIVIVIENDA Program -

The Fund through a Trust Agreement with COFIDE channels resources to the Peruvian financial

system to grant mortgage loans. Among its characteristics are the Good Payer Award (Premio al

Buen Pagador or “PBP” by its acronym in Spanish) and the Credit Risk Coverage (Cobertura de

Riesgo Crediticio or “CRC” by its acronym in Spanish), see note 2.

F-11

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

2

This program includes the following products:

- Nuevo Crédito MIVIVIENDA

- Crédito MICONSTRUCCIÓN

- Crédito MIVIVIENDA Estandarizado (*)

- Crédito MIHOGAR (*)

- Crédito MIVIVIENDA Tradicional (*)

- Crédito Complementario Techo Propio (Complementary financing to the Household

Housing Bonus – BFH)

- Servicio de Cobertura de Riesgo Crediticio y Premio al Buen Pagador (fondeo de las

Instituciones Financieras Intermediarias) - Service of Credit Risk Coverage and Good Payer

Award (Funding to Intermediary Financial Institutions, hereafter “IFI”) (*)

(*) As of December 31, 2012, these loans have been discontinued and outstanding receivable

balances remain, Note 7. CRC-PBP services and Crédito MIVIVIENDA Estandarizado were

discontinued in November 2009, Crédito MIHOGAR was discontinued in August 2009, as well

as Crédito MIVIVIENDA Tradicional in May 2006.

(ii) Techo Propio Program – Management of the Household Housing Bonus (BFH) -

These loans are granted in three modalities: (i) acquisition of a new home (AVN); (ii) construction

on owned lot (CSP); and (iii) house renovations (MV). In all modalities, mortgage loan financing

within this program comprises the participation of up to three components: (i) a subsidy

channeled by the Fund with resources from the government – the aforementioned Household

Housing Bonus (BFH); (ii) household savings and (iii) when necessary, complementary financing

to BFH (Techo Propio Program) which must be granted by an IFI.

According to the Third Transitional Provision of Law N°28579, upon ending the year 2005, the

Fund was engaged by the Government to manage the BFH and the Techo Propio Program

resources, by signing an agreement with the MVCS.

On April 28, 2006, the Fund, the MVCS and FONAFE signed the “Agreement on Management of

the Household Housing Bonus and the Funds of the Techo Propio Program”, under which the

Fund is responsible for managing both the BFH and the Techo Propio Program resources,

including the promotion, registration, recording and verification of information, the qualification

of applications, allocation and transfer of the BFH funds to the developer, seller-builder or the

respective technical unit. This agreement establishes that FONAFE shall allocate to the Fund the

resources to meet the costs and expenses of managing the Program.

F-12

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

3

(iii) Fund Law N°27677 -

Additionally, the Fund is the administrator of the fund created by Law N°27677, established with

proceeds from the liquidation of the National Housing Fund (Fondo Nacional de la Vivienda, or

”FONAVI” by its acronym in Spanish). Said Law provides that these funds shall be used to

finance the construction of affordable housing, house renovation and loans for the expansion of

single-family houses, and that the Fund should be in charge of the management, collection and

channeling of said resources.

Likewise, the Fund constituted the CRC-PBP trusts, both in nuevos soles and US Dollars, to cover the

Fund’s obligations to provide PBP payments and CRC in an amount equivalent to one-third (1/3) of the

total registered by each intermediary financial institution that contracts such service. It should be noted

that these trusts are governed by SBS Resolution N°980-2006 “Regulations for Fondo MIVIVIENDA

S.A.”.

Under the service contracts with the CRC-PBP trusts, the Fund provides the intermediary financial

institutions with the following services:

- Credit Risk Coverage (CRC service), as defined by Article 21 of the CRC and PBP Regulation, is a

guarantee the Fund provides to the intermediary financial institution for either up to one third of

the unpaid balance of the covered loan or one-third of the loss, whichever the lower. Said amount

shall be duly notified by the IFI to the Fund, on terms and conditions provided for in the

Regulation.

- Good Payer Award (PBP service), as defined in Article 24 of the CRC and PBP Regulation, is the

service to the IFI for which the Fund assumes payment of the installments corresponding to the

concessional part (the amount of the Good Payer Award) for covered loan whose beneficiaries

have promptly paid the installments corresponding to the non-concessional part of the loan. This

award is aimed to settle – every six months – the amount of the installment payable in the

corresponding period for the concessional part of the MIVIVIENDA loans.

The accompanying financial statements as of December 31, 2012 and 2011 and for the years then

ended, were approved by the Fund’s Management on February 6, 2013 and will be submitted for

approval to the Board of Directors Meeting and the General Shareholders Meeting. In Management´s

opinion, these financial statements will be approved without modifications within the term prescribed by

law.

F-13

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

4

2. Trust Agreement – Corporación Financiera de Desarrollo (COFIDE)

On March 25, 1999, a Trust Agreement was signed between the Mortgage Fund for Housing Promotion

(Fondo Hipotecario de Promoción de la Vivienda – MIVIVIENDA), now Fondo MIVIVIENDA S.A. and

Corporación Financiera de Desarrollo S.A. (COFIDE). Its purpose was the creation of a trust through

which COFIDE receives the resources from the Fund and performs as the executing agency thereof, in

order to channel the funding for loans to final borrowers through the intermediary financial institutions

(IFIs) that are required to use the funds provided to finance the acquisition, expansion or improvement

of homes and residences, in accordance with Article 12 of Supreme Decree N°001-99-MTC “Regulation

on the Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA”.

The main duties of COFIDE are the following:

- Compliance with articles 241 to 274 of the General Law of the Financial and Insurance System

and Organic Law of the SBS – Law N°26702 and its amendments.

- Verify compliance with requirements and conditions of the IFI according to Supreme Decree

N°001-99 –MTC.

- Sign the agreement on resources intermediation with the IFI that have fulfilled the corresponding

requirements and conditions.

- Monitor the use of resources, according to the provisions of the Fund’s Regulation and the

agreement on resources intermediation.

- Collect the loans granted to the IFI

- Contract the necessary audits on the Fund.

- Periodically submit reports on the development of the aforementioned trusts, as well as

recommendations for exposure limits of the IFI (*).

- Establish operating procedures necessary for the proper administration of the Fund.

- Other duties necessary to ensure the normal development of the objectives and functions of both

the Trust and the Fund.

(*) On May 18, 2012, the Fund signed Addendum N°01 to the Trust Agreement by which annulled the

obligation of COFIDE to issue recommendations on exposure limits of the IFI with the Fund, because

the Fund is a corporation supervised by the SBS.

The main duties of the Fund are the following:

- Establish the policies for the management and use of the Fund’s resources.

- Approve the eligibility criteria of the IFI that will receive resources from the Fund for use in

financing house purchases and borrowing limits for each of them.

- Establish the terms and conditions under which the Fund will make resources available to the

intermediary financial institutions, and the modalities of placing them.

F-14

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

5

COFIDE is entitled to the following:

- Intermediate and monitor the Fund’s resources, being able to enter into and sign all deeds and

documents necessary, public and private, for that purpose.

- Require that the IFI constitute guarantees on behalf of the beneficiaries.

- Exercise all the powers contained in articles 74 and 75 of the Civil Procedure Code necessary for

carrying out the assignment given as trustee. Consequently, COFIDE may sue, counterclaim,

answer complaints and counterclaims, desist processes or claims, agree to claims, reconcile,

settle and to arbitrate the claims at issue in the process.

- It is stated that COFIDE is not responsible for the solvency of the IFI.

Regarding the fees generated by services provided by COFIDE, it was authorized to deduct -from the

amounts disbursed by the IFI - a one-time 0.25 percent commission on the amount of each loan, as well

as an annual commission of 0.25 percent on the outstanding balances of loans, which is assumed by the

IFI and will be collected when installments of loans granted are paid. These amounts are recorded as

revenues by COFIDE.

The term of this Agreement is 5 years and is automatically renewed if neither party expresses its

willingness to terminate it.

3. Significant accounting principles and practices

(a) Basis of presentation and changes in accounting policies -

(i) Basis of presentation:

The accompanying financial statements have been prepared from the Fund’s accounting

records, which are maintained in nominal nuevos soles, in accordance with SBS

regulations for the Fund in force as of December 31, 2012 and 2011. Additionally, when

SBS regulations are not in force in Peru, with the International Financial Reporting

Standards (IFRS) adopted in Peru through resolutions from the Peruvian National

Accounting Standards Board (Consejo Normativo de Contabilidad, or “CNC” by its acronym

in Spanish).

Certain accounting practices applied by the Fund that conform to accounting standards

prescribed by the SBS differ from generally accepted accounting principles in other

countries.

The preparation of financial statements requires the Fund’s Management to make

estimates that affect the reported amounts of assets and liabilities, the disclosure of

contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the current period. Final results could differ

from those estimates. The most significant estimates with regard to the accompanying

F-15

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

6

financial statements correspond to the allowance for doubtful accounts, valuation of

investments, valuation of derivative financial instruments and the calculation of current

and deferred income tax, whose accounting criteria are described in this note.

The financial statements have been prepared using uniform accounting principles for the

years 2012 and 2011, except as specified in paragraph (ii) below.

(ii) Changes in accounting policies:

Principles applicable since the financial year 2011

On its November 2010 session, the International Financial Reporting Interpretations

Committee (IFRIC) agreed that employees’ profit sharing must be recorded in accordance

with IAS 19 "Employee Benefits”, and not IAS 12 "Income Taxes”. Accordingly, an entity

is only required to recognize a liability when the employee has rendered services;

therefore, deferred employees’ profit sharing should not be calculated based on

temporary differences as this concept will correspond to future services which must not

be considered as obligations or rights under IAS 19. In Peru, the regular practice was to

calculate and record any deferred employees’ profit sharing on the financial statements.

On January 21, 2011, the SBS issued Multiple Official Letter N°4049-2011 adopting the

Committee’s interpretation starting January 2011. This change was applied prospectively

without affecting the 2010 financial statements. The treatment set out by the SBS for this

change was to eliminate the balance as of December 31, 2010 corresponding to

employee´s profit sharing from deferred tax asset and liability accounts affecting the

respective equity captions for S/.199,690.

(b) Financial instruments -

Financial instruments are classified as assets, liabilities or equity according to the substance of

the contractual agreement that originated them. Interests, dividends, gains and losses generated

by a financial instrument classified as assets or liabilities are recorded as income or expense.

Financial instruments are offset when the Fund has a legal enforceable right to offset them and

Management has the intention to settle them on a net basis or to realize the asset and settle the

liability simultaneously. Likewise, please refer to Note 3(e) for accounting policy related to the

CRC-PBP trusts.

Financial asset and liabilities presented on the balance sheet correspond to cash and due from

banks, accounts receivable, other receivables, available-for-sale investments, obligations with

the public, other payables and other liabilities in general, except for the deferred asset for

employees’ profit sharing and Income Tax. Likewise, all derivatives are considered financial

instruments.

Accounting policies on recognition and valuation of these items are described below in this note.

F-16

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

7

(c) Recognition of revenues and expenses -

(c.1) Interest income and expenses –

Interest income and expenses are recorded in the statement of income in the period in

which they accrue, depending on the lifetime of the operations that generate them and

the interest rates established. Because the Fund grants credit lines to the intermediary

financial institutions to channel its resources, which disbursement is made through the

COFIDE Trust, instead of loans to the borrower, in accordance with the SBS’s Accounting

Manual for Financial Companies, the yields generated by said operations are recorded on

an accrual basis; consistent with SBS rules for the Fund, in-suspense interest income is

not recognized.

(c.2) Bonuses and Awards for Good Payers-

In accordance with the accounting treatment accepted by SBS for the Fund, the Good

Payer Bonus and the Good Payer Award, including their interests, are recognized as

follows:

(i) The Good Payer Bonus (Bono al Buen Pagador, or “BBP” by its acronym in Spanish)

was created in compliance with Law N°29033, issued on June 7, 2007, as a non-

repayable direct assistance payable to eligible final borrowers in a maximum of

S/.12,500 starting April 22, 2010 (S/.10,000 before April 22, 2010) which is

granted to borrowers who have complied with promptly cancellation of six

consecutive monthly installments of the concessional tranche of Nuevo Crédito

MIVIVIENDA. For these purposes, the Fund divides the total amount of Nuevo

Crédito MIVIVIENDA plus its related interest into 2 schedules:

- A half-annual schedule called "concessional section" corresponding to the

amount of the BBP (principal and interest); and

- A monthly schedule called "non-concessional section" corresponding to the

amount owed less the amount of the concessional section (principal and

interest).

In these cases, the BBP is received from the MVCS (to the extent the MVCS has

funds available) at the request of the Fund and it is recorded for financial reporting

and control as a liability in the "Good Payer Bonus - Received" caption, Note 11.

Upon being granted, the total amount disbursed on the Crédito MIVIVIENDA is

recorded as placement in the "Accounts receivable (Trust Agreement - COFIDE)"

caption and generates the 2 aforementioned schedules.

The interests of both schedules are recognized on an accrual basis, based on the

preferential rates agreed with intermediary financial institutions with which

F-17

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

8

agreements have been signed. The resulting interest is recognized as financial

income.

Subsequently, the Fund sends to the MVCS the list of BBP beneficiaries,

reclassifying each bonus due to eligible borrowers from the caption “Good Payer

Bonus – received” to the caption “Good Payer Bonus – assigned”, Note 11.

(ii) In the cases where the BBP is directly assumed by the Fund (when the

requirements of Law N°29033 and its amendments are not met; for instance,

where the value of the house to purchase is greater than 25 tax units or when the

BBP is granted with the Fund’s own resources, among others), it is called "Good

Payer Award".

(iii) In both cases, the bonus/award is earned by the timely compliance with six

installments of the payment schedule of the concessional section; said amount

varies depending on the type of loan granted.

(iv) When the BBP is made effective, provided the recipient has complied with the

timely payment of six consecutive monthly installments, the Fund credits the

accounts receivable (principal) of the concessional section and charges it to the

liability on the account "Good Payer Bonus - assigned”. Interest on such amounts of

the concessional section are recognized as an expense of the Fund and is presented

net of the "Income from accounts receivable (Trust Agreement – COFIDE)" item

included in the “Financial income” caption of the statement of income.

(v) When the Good Payer Award is made effective (paragraph (ii) above, in example,

when the BBP is assumed directly by the Fund) provided the fulfillment of the

conditions by the beneficiary, the Fund record such amounts as expenses; through

the decrease of the accounts receivable (principal) of the installments of the

concessional section and records the amount in the "Financial expenses" caption,

while interest, as in the previous case, is recognized as expense and presented net

of the "Income from accounts receivable (Trust Agreement – COFIDE)" item

included in the “Financial income” caption of the statement of income.

(c.3) Commissions for trust administration services provided to the CRC-PBP trusts, among

other trusts, are recognized as income when received.

(c.4) Other income and expenses are recognized in the period in which they accrue.

F-18

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

9

(d) Accounts receivable (Trust Agreement - COFIDE) and allowance for doubtful accounts -

Accounts receivable are recorded when conducting the disbursement of funds through COFIDE to

the intermediary financial institutions that channels the Fund’s resources for the placement of

the MIVIVIENDA product portfolio.

According to the Fund’s Regulation, enacted through SBS Resolution N°980-2006 issued on

August 14, 2006, calculating the allowance is performed based on the criteria established by the

SBS in the Regulation on evaluation and classification of debtor and allowance requirements, as

established in SBS Resolution N°11356-2008, in accordance with the following methodology

approved by SBS:

- Each account receivable is separated into 2 types of risk: with credit risk coverage

(hereafter "With CRC") and without credit risk coverage (hereafter "Without CRC"):

(i) With CRC: Corresponds to those accounts that have been secured by mortgages

constituted in favor of the IFI, which have been duly informed and supported to the

Fund. On average, the CRC amount corresponds to 1/3 of the total account

receivable for each final borrower during the first 8 years of the loan’s term and

1/6 of the unpaid balance of the loan for the remaining term (except for the

Crédito Complementario Techo Propio and Crédito MIHOGAR, whose CRC rates

depend on the loan terms and the amount granted).

(ii) Without CRC: Corresponds to those accounts receivable that the Fund has with the

intermediary financial institutions through the Trust Agreement – COFIDE, that do

not have the aforementioned credit risk coverage and are not guaranteed by

mortgages.

Once the Fund’s accounts receivable are classified to the appropriate risk category,

allowances are calculated according to the parameters set by the SBS, which are the

following:

- With CRC: For purposes of calculating the allowances, the loan is divided into two

portions:

(i) Portion covered by CRC: The allowance is determined based on the final

borrower's risk category reported in their consolidated credit report (RCC)

and the outstanding debt reported by COFIDE, for which Table 1 of SBS

Resolution N°11356-2008 applies:

F-19

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

10

Risk category Table 1

%

Normal 0.70

With potential problem (CPP) 5.00

Substandard 25.00

Doubtful 60.00

Loss 100.00

(ii) Portion not-covered by CRC: The allowance is based on the classification

that the Fund assigns to the intermediary financial institution, based on SBS

risk classification described below.

The amount of the allowance corresponds to the sum of the two portions.

- Without CRC: The Fund has determined that the type of loan that corresponds to

the IFI is similar to loans to corporate and large companies (formerly commercial

credits) and because the IFI are in the Normal and CPP risk categories, the Fund

has established a 0.70 percent and 5.0 percent, respectively, allowance in

accordance with Table 1.

To determine the risk classification for each IFI, the Fund has established a table

of allowances equivalent to the risk category established by SBS, as follows:

Risk classification per financial institution _________________________________________________________________________

Table 1 Table 2 ___________________________________ ___________________________________

Risk Equivalence Risk Equivalence

A + Normal B- Potential problem

A Normal C+ Potential problem

A- Normal C Potential problem

B + Normal C- Potential problem

B Normal Not classified Potential problem

Allowances for doubtful accounts receivable are presented reducing the related asset’s

balance.

(e) Accounts receivable related to CRC-PBP trusts -

Includes the assets of the CRC-PBP trusts, which correspond to assets (due from banks,

investments and accrued yields) and liabilities of the Fund, but that in accordance with SBS

regulation (SBS Resolution N°980-2006, the Fund’s Regulation), they must be recorded as a net

balance in the “Other accounts receivable, net” caption on the balance sheet, since the Fund

F-20

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

11

acts like both trustee and trustor. The assets and liabilities included in such trusts are valued

according to the criteria of the Fund for similar items, as described in this note.

Also, the surpluses (deficits) generated by the aforementioned trusts are recorded in the “Gain

on trusts participation” item within the “Financial income” caption of the statement of income,

Note 17.

The CRC-PBP trusts were established in 2007 to ensure that sufficient resources are available to

meet the Fund’s obligations that come from the contracts to provide with CRC and PBP coverage,

signed with certain IFI; as well as to manage the resources efficiently.

(f) Other accounts receivable, net -

Includes assets received in lieu of payment related to banks in liquidation, and other accounts

receivable that, since they are under litigation, do not accrue interest. Any related recovery is

recorded on a cash basis.

To determine the allowances for risk of loan losses of these accounts, the Fund performs a

grading according to SBS Resolution N°11356-2008.

The allowance for the classification of the portfolio is performed based on the review which

Management regularly conducts in order to classify it into the categories of “Normal”, “With

potential problem”, “Substandard”, “Doubtful” or “Loss”, depending on the degree of each

borrower’s risk of failure to pay. Guarantees received are considered by the Fund only to the

extent they are registered in the Public Registry without observations or annotations.

Allowances for borrowers classified as doubtful or loss for over 36 and 24 months, respectively,

are determined without considering the value of the guarantees.

Details of the rates by risk category are set forth in Note 3(d), paragraph (i), corresponding to

the CRC accounts receivable.

(g) Foreign currency transactions -

According to SBS regulation, the Fund performs its operations using the nuevo sol as its

functional and presentation currency. Assets and liabilities in foreign currencies are recorded at

the exchange rate of the transaction date. Assets and liabilities denominated in foreign

currencies are converted to nuevos soles at the end of each month using the exchange rate set

by the SBS, Note 4. Gains or losses arising from restatement of assets and liabilities denominated

in foreign currency at the exchange rates prevailing at the balance sheet date are recorded in the

statement of income.

F-21

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

12

Exchange difference from the CRC-PBP trust in US Dollars is included as part of the “Gain on

trusts participation” item within the “Financial income” caption of the statement of income.

Non-monetary assets and liabilities acquired in foreign currencies are recorded in nuevos soles at

the exchange rate of the date of acquisition.

(h) Derivative financial instruments -

Trading derivative financial instruments are initially recognized in the Fund’s balance sheet at

cost and subsequently are remeasured at fair value. Derivatives are carried as assets when the

fair value is positive and as liabilities when the fair value is negative. Derivatives are recorded as

off-balance sheet accounts at the reference (notional) amount of the currency involved, Note 16.

Fair values are estimated based on prevailing market exchange and interest rates. Gains and

losses arising from changes in the fair value of derivatives are recorded in the statement of

income.

As of December 31, 2012 and 2011, Management considers that the Fund holds economic

hedging derivatives for administrative purposes, however these derivatives are recorded as

trading, recognizing gains and losses arising from their measurement at fair value in the

statement of income. Likewise, as of these dates, the Fund does not hold any embedded

derivatives.

(i) Available-for-sale and held-to-maturity investments -

The initial registration and subsequent measurement of available-for-sale and held-to-maturity

investments are carried out in accordance with SBS Resolution N°10639-2008 "Rules of

classification and valuation of investments of companies in the financial system" and its

amendments.

Classification -

(i.1) Available-for-sale investments

Designated as such because they are held for an indefinite period and may be sold for

purposes of liquidity or changes in interest rates, exchange rates or cost of capital; or are

not qualified to be classified as at fair value through profit and loss or held-to-maturity.

The estimated market value of available-for-sale investments is determined primarily on

the basis of market quotations or, lacking these, based on discounted cash flows using

market rates that reflect the credit quality and maturity of said investments.

F-22

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

13

(i.2) Held-to-maturity investments

Investment instruments classified in this category, must meet the following requirements:

- Acquired or reclassified for the purpose of holding them until their maturity date;

except for the cases when sale, assignment or reclassification are allowed by the

SBS.

- Companies must have the financial capacity and the intent to hold investment

instruments until their maturity.

- They must have risk classifications as required by the SBS.

- In order to classify their investments in this category, companies must assess

whether they have the financial capacity to maintain such investment instruments

until their maturity, when they decide to classify one instrument and at the closing

of each annual period.

Recording date of the transaction -

Transactions related to available-for-sale and held-to-maturity investments must be recorded on

their trading date; that is, the date at which the reciprocal obligations must be fulfilled within the

term established by regulations and practices in the market in which the operation takes place.

Initial recognition -

The initial recognition of available-for-sale and held-to-maturity investments are carried at fair

value plus transaction costs that are directly attributable to the acquisition of such investments.

Amortized cost -

Any premium or discount related to these investments is considered in determining the

amortized cost using the effective interest rate method, recognizing the accrued interest in the

"Interest on available-for-sale and held-to-maturity investments” item within the “Financial

income” caption of the statement of income.

Valuation -

(i.1) Available-for-sale investments

The valuation is carried at fair value and unrealized gains and losses in relation to the

amortized cost recognized in net equity.

When the instrument is sold or gains or losses previously recognized as part of the net

equity are realized, such gains or losses are transferred to the statement of income. On

the other hand, when Management believes that the decline in market value is permanent

or is caused by credit impairment, it takes the respective allowances and transfers the

estimated loss from equity to profit and loss.

F-23

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

14

In any of the aforementioned cases, if the SBS considers it necessary to provide some

additional allowance for any type of investment, such provision will be determined by the

SBS based on each individual asset and then communicated to the Fund, and it is recorded

in the statement of income.

(i.2) Held-to-maturity investments

These investments are recorded at amortized cost, and are not updated to fair value.

Impairments are recorded individually for negative changes in the credit capacity of the

issuer, analogous to the treatment of direct loans, directly affecting the results of the

period.

When these investments are sold without complying with the requirements of the SBS

regulation and similar financial instruments are again acquired from the same issuer, they

may not be recorded in this category without authorization from the SBS.

(j) Property, furniture and equipment -

Assets in the property, furniture and equipment item are recorded at acquisition cost, less

accumulated depreciation.

Depreciation is calculated on a straight-line basis using the following estimated useful lives:

Years

Installations 10

Buildings 25

Miscellaneous equipment 10

Computer equipment 4

Furniture and fixtures 10

Vehicles 5

Maintenance and repair costs are charged to the results of the period; all renewals and

improvements are capitalized only when disbursements improve the condition of the asset and

increase its useful life beyond the time originally estimated. The cost and related accumulated

depreciation of assets sold or retired are eliminated from the respective accounts and the gain or

loss generated is included in the statement of income.

(k) Intangible assets –

Intangible assets, included in the "Other assets" caption on the balance sheet, comprise

development and licensing of computer software used in the Fund’s operations. Software licenses

purchased by the Fund are capitalized on the basis of costs incurred to acquire and bring to use

the specific program. These intangible assets are amortized on a straight-line basis over the

estimated useful life of 4 years.

F-24

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

15

The estimated useful life and amortization method are periodically reviewed to ensure they are

consistent with the expected economic pattern of benefits of such assets.

As of December 31, 2012 and 2011, the Fund does not hold any intangible assets with indefinite

useful lives.

(l) Impairment of long-lived assets –

When events or economic changes indicate that the value of a long-lived asset may not be

recoverable, Management reviews the value of the Fund’s property, furniture and equipment and

intangible assets in order to verify that there is no permanent impairment in value. When the

book value of the asset exceeds its recoverable amount, an impairment loss shall be recognized

in the statement of income for the items of property, furniture and equipment and intangible

assets held at cost. An asset’s recoverable amount is the highest between the net selling price

and its value in use. The net selling price is the amount that can be obtained from the sale of an

asset in a free market, while the value in use is the present value of future expected cash flows

from the continued use of an asset and its disposal at the end of its useful life. In Management’s

opinion, there is no evidence of impairment in the value of such assets as of December 31, 2012

and 2011.

(m) Assets received as payments and assets seized through legal actions –

Assets received as payment and assets seized through legal actions are initially recorded at the

value of judicial adjudication, extrajudicial, market value or debt outstanding value, the lowest;

recognizing in turn a provision equivalent to 20 percent of the seized or recovered value of the

asset and can be maintained for this purpose the provision that was made by the related credit.

Additional provisions should be recorded using the following guideline:

- Assets that are not real state – a uniform monthly provision in a term of twelve months,

until providing for one hundred percent of the net seized or recovered value.

- Real estate - uniform monthly provisions over the net book value obtained at the twelfth

month. In addition, SBS Resolution N°1535-2005 allows a term extension of six months,

in such case, a uniform monthly provision must be made over the net book value obtained

in the eighteenth month. On both situations, provisions must be made until providing for

one hundred percent of the net book value in a term of three and a half years, starting the

date monthly provisions began to be provided.

The annual update of these assets’ fair value, determined by an independent appraiser, involves,

if necessary, the constitution of an impairment provision.

F-25

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

16

(n) Income tax and employees’ profit sharing –

Current income tax and employees’ profit sharing -

Current income tax and employees’ profit sharing payable are calculated on the basis of the

taxable income determined for tax purposes.

Deferred income tax -

Deferred tax is provided using the liability method on temporary differences at the reporting date

between the tax bases of assets and liabilities and their carrying amounts for financial reporting

purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to

apply in the year when the asset is realized or the liability is settled. The measurement of

deferred assets and deferred liabilities reflects the tax consequences that arise from the manner

in which the Fund expects, as of the date of the balance sheet, to recover or settle the carrying

amount of its assets and liabilities.

Deferred tax assets and liabilities are recognized regardless of when the timing differences are

likely to reverse. Deferred tax assets are recognized to the extent that it has become probable

that future taxable profits will allow the deferred tax asset to be recovered. As of the date of the

balance sheet, the Fund’s Management reassess the unrecognized deferred tax assets and the

carrying amount of the recognized deferred tax assets; thus recognizing a previously

unrecognized deferred tax asset to the extent that it has become probable that future taxable

profits will allow the deferred tax asset to be recovered or reducing a deferred tax asset to the

extent that is no longer probable that sufficient taxable profits will be available to allow all or part

of the deferred tax asset to be utilized.

In accordance with accounting standards, the Fund measures its deferred tax at the tax rate

applicable to its non-distributed earnings; any additional tax on dividend distributions is recorded

on the date a liability is recognized.

(o) Provisions –

Provisions are recognized when the Fund has a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of resources embodying economic benefits

will be required to settle the obligation and a reliable estimate can be made of the amount of the

obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the best

estimation based on current information. When the effect of the time value of money is material,

the amount of the provision is equal to the present value of the future payments required to

settle the obligation.

(p) Deferred income –

Deferred income arises from the difference between book value and market value of financial

instruments transferred for the constitution of the CRC- PBP trusts in local currency and foreign

currency at the time of transfer (2007).

F-26

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

17

In accordance with SBS Resolution N°0084-2000, and the standards for the Accounting

Treatment of the Trust and the Commissions of Trust, if the trustee’s rights are greater than the

assets transferred to the trust, it will recognize a deferred gain, which shall be accrued according

to the amortization, realization and/or expiration of those rights.

(q) Contingencies -

Contingent liabilities are not recognized in the financial statements. They are disclosed in notes,

unless the possibility of an outflow of resources is remote.

Contingent assets are not recorded in the financial statements; they are disclosed if it is probable

that an inflow of economic benefits will be realized.

(r) Cash and cash equivalents -

Cash presented in the statements of cash flows includes cash and due from banks balances with

original maturities of 91 days or less, excluding due from banks included in the trusts, Note 8(c).

In the accompanying financial statements, the Fund changed its presentation of the balance of

cash and cash equivalents of year 2011 in relation to the financial statements submitted

previously to local regulators to comply with the accounting definition included in this paragraph.

(s) Subsequent events –

Subsequent events to the end of the year that provide additional information about the financial

position of the Company at the date of the statement of financial position (adjustment events)

are included in the financial statements. Important subsequent events that are not adjustment

events are presented in notes to the financial statements.

(t) Standards issued by the SBS as part of harmonization process to International Financial

Reporting Standards –

As part of the harmonization process of accounting standards issued by the SBS with IFRS, on

September 19, 2012, the SBS issued Resolution N°7036-2012, establishing amendments to the

Accounting Manual for financial entities. The main amendments are as follows:

- Establishes the option to depreciate the fixed assets of separate elements. Furthermore,

it is only allowed the cost model and installations in leased properties under contract

terms longer than one year must comply with the guidelines of IAS 16.

- The opening balances for the year 2013 must be adjusted to the new accounting policies,

recording such effect on retained earnings in January 2013.

F-27

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

18

- For purposes of the presentation of the 2013 annual financial information, disclosure in

notes will be comparatively with the previous year, to the extent practicable. Also, as one

of the notes to the annual financial statements must be compared to the ending balances

as of December 31, 2012 determined based on previous accounting principles to financial

statements adjusted for new accounting policies.

Also, on November 30, 2012, the SBS issued Official Letter N°45311-2012, requiring financial

entities to prepare an implementation plan for compliance with the deadlines included in SBS

Resolution N°7036-2012 and amendments; the plan must include a schedule of activities for

adapting accounting processes and computer systems. On December 19, 2012, the Fund

presented to the SBS the implementation plan.

Management is assessing the impact of the requirements included in SBS Resolution N°7036-2012 in

its financial statements.

On the other hand, on September 19, 2012, SBS issued Resolution N°7033-2012, effective since

January 1, 2013. Consequently, the Regulation on Classification and Valuation of Investments

approved by SBS Resolution N°10639-2008 was repealed.

The main amendment in such Resolution is the inclusion of a standard methodology for identification

of impairment on financial instruments classified as available for sale investments and held-to-

maturity investments. Such methodology includes two filter analysis. The first filter refers to a

significant decrease in fair value (up to below 50 percent of the cost) and a consecutive decrease

during the last 12 months, of at least 20 percent. The second filter refers to qualitative aspects of the

issuer.

In Management’s opinion, the adoption of SBS Resolution N°7033-2012, will not have a significant

effect on its financial statements.

F-28

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

19

4. Foreign currency transactions and exchange risk exposure

Transactions in foreign currency are carried out using exchange rates prevailing in the market. As of

December 31, 2012, the weighted average exchange rates in the market as published by the SBS for

transactions in US Dollars were S/.2.549 per US$1 bid and S/.2.551 per US$1 ask (S/.2.696 per US$1

bid and S/.2.697 per US$1 ask, as of December 31, 2011). As of December 31, 2012, the exchange

rate established by SBS to record assets and liabilities in foreign currency was S/.2.550 per US$1

(S/.2.696 per US$1 as of December 31, 2011). The table below presents a detail of the Fund’s assets

and liabilities stated in US Dollars:

2012 2011

US$ US$

Assets

Cash and due from banks 3,711,904 2,002,398

Accounts receivable (Trust Agreement – COFIDE) 163,611,544 187,661,895

Other accounts receivable, net (*) 6,514,742 19,257,140

Other assets 216,813 - ____________ ____________

174,055,003 208,921,433 ____________ ____________

Liabilities

Due to banks and financial obligations 84,547,702 -

Other accounts payable 413,397 405,799

Other liabilities 707,190 470,157 ____________ ____________

85,668,289 875,956 ____________ ____________

Net sale position - Forwards (72,500,000) (192,000,000)

Net sale position - CRC-PBP trusts forwards in US Dollars (7,000,000) (11,000,000) ____________ ____________

Net asset position 8,886,714 5,045,477 ____________ ____________

(*) As of December 31, 2012 and 2011, this caption includes US$ 6,249,395 and US$18,984,342 from net

equity of the CRC-PBP trusts in US Dollars, mainly comprised of available-for-sale investments.

The net sale position of derivative transactions from forwards contracts as of December 31, 2012,

corresponds to sales operations of US Dollars whose amounts of reference approximately amounted to

US$72,500,000, equivalent to S/.184,875,000 (US$192,000,000, equivalent to S/.517,632,000 as of

December 31, 2011), Note 12.

During 2012, the Fund recorded a loss on exchange difference amounting to S/.13,880,634, which is

presented under the "Financial expenses" caption of the statement of income (a loss amounting to

S/.22,875,182 in 2011), excluding the effects on the trusts, Note 17.

F-29

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

20

Also, the Fund has recorded a gain on negotiable derivative transactions that amounted to S/.

18,851,657 during 2012 (S/.25,275,947 during 2011), which is presented in the "Financial expenses"

caption of the statement of income excluding the effects on the trusts, Note 17.

5. Cash and due from banks

This item is made up as follows:

2012 2011

S/. S/.

Peruvian Central Bank (a) 1,760 1,140,025

Demand and savings accounts (b) 194,765,712 65,910,397

Time deposits (c) 145,000,000 40,000,000

Accrued yields 708,973 178,666

______________ ______________

Cash and cash equivalent 340,476,445 107,229,088

Plus:

Time deposits with original maturities over 91 days (c) - 50,000,000

______________ ______________

Total cash and due from banks 340,476,445 157,229,088

______________ ______________

(a) These accounts in nuevos soles and US Dollars are mainly used for transactions with COFIDE

under the Trust Agreement the Fund signed with this entity.

(b) Corresponds to accounts denominated in nuevos soles and US Dollars that earn interest at

market rates and are unrestricted.

(c) Corresponds to time deposits in domestic banks in nuevos soles, unrestricted and earning

interest at market rates. As of December 31, 2012, these time deposits amounted to

S/.145,000,000 with original maturities of 91 days or less (S/.50,000,000 with original

maturities over 91 days and S/.40,000,000 with original maturities of 91 days or less, as of

December 31, 2011, respectively).

F-30

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

21

6. Available-for-sale and held-to-maturity investments

(a) This caption is made up as follows:

2011 ________________________________________________________

Unrealized result _____________________________

Amortized

cost Gains Losses

Book

value (*)

S/. S/. S/. S/.

Available-for-sale investments

Peruvian sovereign bonds (b) 1,142,862 26,411 - 1,169,273

Corporate bonds (c) 12,443,049 18,174 (23,836) 12,437,387 ____________ _____________ ____________ ____________

Total 13,585,911 44,585 (23,836) 13,606,660 ____________ _____________ ____________ ____________

Held-to-maturity investments

Negotiable certificates of deposit issued

by the Peruvian Central Bank (d) 190,231,959 190,231,959 ____________ ____________

Plus -

Accrued interest from available-for-sale

and held-to-maturity investments 1,263,178 ____________

Total 205,101,797 ____________

(*) The book value corresponds to fair value of available-for-sale investments and amortized cost of

held-to-maturity investments.

(b) As of December 31, 2011, Peruvian sovereign bonds are denominated in nuevos soles and

comprise a bond whose maturity was on August 12, 2020, and earned interest at annual interest

rate of 7.84 percent, such investments were sold during 2012 in order to use these resources in

granting new loans. During 2012, the Fund recognized interest income and a gain on the sale of

S/.90,158 and S/.318,385, respectively, which were included in the captions "Interest from

available-for-sale and held-to-maturity investments" and "Other financial income" respectively,

included under "Financial income" caption in the statement of income (interest income of

S/.9,380,482 as of December 31, 2011), see note 17.

F-31

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

22

(c) As of December 31, 2011, it corresponded to corporate bonds with AAA credit rating issued by

Scotiabank Peru S.A.A. and COFIDE, whose fair values amounted to approximately

S/.10,419,213 and S/.2,018,174, respectively, these bonds were denominated in nuevos soles,

with maturities between March 2012 and July 2017, and earned interest at annual interest rates

between 5.69 and 5.90 percent, these investments were sold during 2012 in order to use these

resources in granting new loans. During 2012, the Fund recognized interest income and a gain on

the sale of S/.155,068 and S/.18,810, respectively, which were included in the captions

"Interest from available-for-sale and held-to-maturity investments" and "Other financial income"

respectively, included under "Financial income" caption in the statement of income (interest

income of S/.3,485,479 as of December 31, 2011), Note 17.

(d) As of December 31, 2011, it corresponded to certificates of deposits issued by the Peruvian

Central Bank (CDN-BCRP by its acronym in Spanish), denominated in nuevos soles with maturities

between January and May 2012, and earned interest at annual effective interest rate between

3.96 and 4.42 percent. During 2012 and 2011, the Fund recognized an interest income of

S/.6,861,763 and S/.2,951,235, respectively, which are included in the caption "Interest from

available-for-sale and held-to-maturity investments", included under “Financial income” caption

in the statement of income, Note 17.

(e) As of December 31 2011, the Fund´s Management estimated the market value of available-for-

sale investments on the basis of available market quotations or, when they do not exist, by

discounting the expected cash flows with an interest rate reflecting the risk classification of the

asset.

The Fund’s Management has determined that the unrealized losses as of December 31, 2011 are

not originated by credit deterioration of the issuers but mainly due to changes in risk free rates

that were incorporated into their valuations. Consequently, there is no impairment in the

available-for-sale investments according to the accounting standards that must be recognized as

of each balance sheet date.

F-32

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

23

7. Accounts receivable, net (Trust Agreement - COFIDE)

(a) This caption is made up as follows:

2012 2011

S/. S/.

Nuevo Crédito MIVIVIENDA 2,398,982,859 1,555,029,041

Crédito MIVIVIENDA Tradicional 475,377,726 572,207,069

Crédito MIHOGAR 152,523,168 187,377,341

Crédito Complementario Techo Propio 130,550,358 116,934,259

Crédito MIVIVIENDA Estandarizado 17,820,169 19,691,728

Crédito MICONSTRUCCIÓN 5,751,575 -

______________ ______________

3,181,005,855 2,451,239,438

Plus (less)

Accrued yields from accounts receivable 11,775,086 10,658,570

Allowance for doubtful accounts (f) (47,852,041) (34,221,521)

_______________ _______________

Total 3,144,928,900 2,427,676,487

_______________ _______________

As of December 31, 2012 and 2011, the number of borrowers is 66,106 and 56,700,

respectively. There is no significant concentration of credit risk due to the type of lending that

the Fund holds.

All these resources have been intermediated by the Fund through COFIDE under the Trust

Agreement that the Fund has with this entity. COFIDE receives the Fund’s resources to

intermediate them through intermediary financial institutions, which use them for mortgage loan

financing in accordance with Article 12 of Supreme Decree N°001-99-MTC.

F-33

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

24

(b) The composition of accounts receivable according to the characteristics of loans promoted by the

Fund is as follows:

2012 _____________________________________________________________

Products

With Credit Risk

Coverage

Without Credit Risk

Coverage Total

S/. S/. S/.

Nuevo Crédito MIVIVIENDA 357,193,932 2,041,788,927 2,398,982,859

Crédito MIVIVIENDA Tradicional 400,543,364 74,834,362 475,377,726

Crédito MIHOGAR 87,648,232 64,874,936 152,523,168

Crédito Complementario Techo Propio 23,554,447 106,995,911 130,550,358

Crédito MIVIVIENDA Estandarizado 15,044,744 2,775,425 17,820,169

Crédito MICONSTRUCCIÓN - 5,751,575 5,751,575

______________ ______________ ______________

883,984,719 2,297,021,136 3,181,005,855

______________ ______________ ______________

2011 _____________________________________________________________

Products

With Credit Risk

Coverage

Without Credit Risk

Coverage Total

S/. S/. S/.

Nuevo Crédito MIVIVIENDA 107,469,251 1,447,559,789 1,555,029,040

Crédito MIVIVIENDA Tradicional 464,210,736 107,996,333 572,207,069

Crédito MIHOGAR 59,016,941 128,360,400 187,377,341

Crédito Complementario Techo Propio 9,712,034 107,222,226 116,934,260

Crédito MIVIVIENDA Estandarizado 15,737,095 3,954,633 19,691,728

______________ ______________ ______________

656,146,057 1,795,093,381 2,451,239,438

______________ ______________ ______________

(c) Accounts receivable are classified by risk according to SBS standards in effect as of December

31, 2012 and 2011. As discussed in Note 3(d), the allowance for doubtful accounts is

determined based on the classification of both the final borrower and the IFI.

F-34

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

25

The table below details the classification of accounts receivable according to the final borrowers’

consolidated credit report (RCC by its acronym in Spanish):

As of December 31, 2012 As of December 31, 2011 _______________________________ ______________________________

Risk category Total % Total %

S/.

S/.

Normal 3,031,889,966 95.29 2,358,383,415 96.21

With potential problem 43,200,116 1.36 24,977,600 1.02

Substandard 31,258,552 0.99 18,571,847 0.76

Doubtful 35,359,720 1.12 23,002,119 0.94

Loss 39,297,501 1.24 26,304,457 1.07

______________ _______ ______________ _______

Total 3,181,005,855 100.00 2,451,239,438 100.00

______________ _______ _____________ _______

Approximately S/.5,984,000 and S/.5,217,000 of the loans with CRC, as of December 31,2012

and 2011, respectively, corresponds to loans for which the IFI have requested reimbursement

according to the guarantee provided.

The table below presents accounts receivable by IFI originating MIVIVIENDA loans classified by

risk category:

As of December 31, 2012 As of December 31, 2011 _______________________________ ______________________________

Risk category Total % Total %

S/.

S/.

Normal 2,981,354,592 93.72 2,357,586,289 96.18

With potential problem (*) 199,651,263 6.28 93,653,149 3.82

______________ _______ ______________ _______

Total 3,181,005,855 100.00 2,451,239,438 100.00

______________ _______ ______________ _______

(*) As of December 31, 2012, the increase is mainly explained by the change of classification risk of an

IFI.

F-35

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

26

(d) Interest rates applied to the products correspond to fixed rates established for the purpose of

promoting the granting of each type of loan:

2012 2011

% %

Nuevo Crédito MIVIVIENDA 6.60 6.60

Crédito MIVIVIENDA Tradicional 7.75 7.75

Crédito MIHOGAR 7.60 7.60

Crédito Complementario Techo Propio 6.00 6.00

Crédito MIVIVIENDA Estandarizado 6.90 and 7.30 6.90 and 7.30

Crédito MICONSTRUCCIÓN 7.50 and 9.00 -

(e) The table below presents the portfolio of accounts receivable as of December 31, 2012 and

2011 classified by maturity dates:

2012 2011

S/. S/.

Outstanding

Due within 1 month 12,385,269 9,465,450

From 1 to 3 months 28,427,425 31,631,109

From 3 months to 1 year 119,750,881 131,426,113

From 1 to 3 years 344,276,649 445,377,920

More than 3 years 2,676,165,631 1,833,338,846 _________________ ________________

3,181,005,855 2,451,239,438 ________________ ________________

(f) Changes in the allowance for doubtful accounts, as determined by the classification and

percentages indicated in Note 3(d), are shown below:

2012 2011

S/. S/.

Balance at the beginning of the year 34,221,521 29,249,201

Plus (less)

Allowance recognized as expense of the year 22,874,492 12,343,352

Reversals, Note 21 (7,586,641) (6,684,803)

Exchange difference (919,669) (686,229)

____________ ____________

Balance at the end of the year (*) 48,589,703 34,221,521 ____________ ____________

(*) The balance of the allowance for doubtful accounts includes the allowance for credit risk coverage for

guaranteed loans to the IFI without direct debts with the Fund. The total amount of the allowance

F-36

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

27

amounts to S/.7,006,331 and S/.6,366,606, as of December 31, 2012 and 2011, respectively, from

which S/.737,662 as of December 31, 2012, are presented in the caption "Provisions and other

liabilities", Note 11(a).

In Management’s opinion, the allowance for doubtful accounts recorded as of December 31,

2012 and 2011, complies with SBS regulations for the Fund in effect as of those dates.

(g) On August 20, 2012, the Fund received a prepayment of 36 quotas of the accounts receivable of

a financial entity; maintained the credit risk coverage over such quotas. The amount received

from BCP amounted to S/.188,036,933 corresponding to the fair value of the 36 monthly

installments as of August 20, 2012.

According to the requirements of SBS, this transaction was recorded as a sale, in this regard, the

Fund has determined that the paid principal that was decreased of the accounts receivable by

this transaction amounted to S/.179,797,318. The Fund has decreased its accounts receivable

by this amount. As a consequence, the Fund recorded a gain on the sale for S/.8,239,616, which

according to SBS rules, was recorded as a deferred income in the caption “Provision and other

liabilities”, which will be recognized on a straight line basis over 36 months. As of December 31,

2012, the deferred gain from this transaction amounted to S/.7,933,831, Note 11(a).

Also, in accordance with SBS regulations, the Fund recorded a liability for the credit risk

coverage applicable to the loans that were subject to the BCP transaction on the third of the

outstanding principal receivable amount to S/.53,791,688, as of December 31 2012, Note 16(l).

As of December 31, 2012, the provision amounted to S/.737,662, Note 11(a).

F-37

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

28

8. Other accounts receivable, net

(a) This caption is made up as follows:

2012 2011

S/. S/.

Accounts receivable from banks in liquidation (b) 109,238,301 119,645,220

Accounts receivable from CRC-PBP Trusts in nuevos soles

and US Dollars (c) 67,303,153 396,100,836

Accounts receivable from Ex–CONEMINSA portfolio (d) 15,501,167 16,178,516

Recoveries from COFIDE – pending distribution (e) 1,442,997 1,560,740

Accrued interest in the acquisition of investments - 27,483

Other accounts receivable 443,239 225,544 ____________ ____________

193,928,857 533,738,339 ____________ ____________

Less – Allowance for doubtful accounts (f)

Banks in liquidation (b) (109,238,301) (119,645,220)

Ex–CONEMINSA Portfolio (d) (13,890,376) (13,958,967)

Other accounts receivable (282,056) (143,047) ____________ ____________

(123,410,733) (133,747,234) ____________ ____________

Total 70,518,124 399,991,105 ____________ ____________

(b) Corresponds to accounts receivable generated by time deposits, certificates of deposit, among

others, held by the Fund’s predecessor (Note 1) with certain financial institutions that later went

into liquidation.

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Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

29

The detail of accounts receivable balances and their respective allowance, as of December 31,

2012 and 2011, is as follows:

2012 2011

S/. S/.

Capital

Banco Nuevo Mundo, in liquidation (i) 59,163,872 68,961,244

Banco República, in liquidation (i) 39,992,678 40,000,688

Banco Banex, in liquidation – in lieu of payment 8,037,381 8,576,168

Banco República, in liquidation – in lieu of payment (i) 2,044,370 2,107,120 ____________ ____________

109,238,301 119,645,220

Less: Allowance for loan losses

Banco Nuevo Mundo, in liquidation (i) (59,163,872) (68,961,244)

Banco República, in liquidation (i) (39,992,678) (40,000,688)

Banco Banex, in liquidation – in lieu of payment (8,037,381) (8,576,168)

Banco República, in liquidation – in lieu of payment (i) (2,044,370) (2,107,120) ____________ ____________

(109,238,301) (119,645,220) ____________ ____________

Net - - ____________ ____________

(i) During the liquidation process, conducted under the supervision and intervention of SBS, the Fund has

received property assets, real estate, and collection of loans as part payment of these debts, paragraph

(f) below.

Management recorded an allowance for 100 percent of the main portfolio of Banco Nuevo Mundo,

Banco República and Banco Banex, all of them under liquidation processes, and recognizes the

recoveries received based on their realization. During 2012, the Funds has received in cash from Banco

Nuevo Mundo in liquidation and Banco Republica in liquidation amounts to S/.9,797,372 and S/.8,010,

respectively, as part of fully provisioned receivable accounts.

Management believes that the allowance for loan losses recorded as of December 31, 2012 and

2011 sufficiently covers the risk of collectability of other accounts receivable.

(c) As of December 31, 2012, includes the balances of total assets net of liabilities of the trusts

under management (total equity and surplus (deficit) net): one CRC-PBP trust in nuevos soles

amounting to S/.31,395,820, and one CRC-PBP trust in US Dollars amounting to S/.35,907,333

(S/.312,428,719 and S/.83,672,117, respectively, as of December 31, 2011).

F-39

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

30

Through constitutional acts signed in June 2007 by the Fund as trustee and trustor

simultaneously, both CRC-PBP trusts were constituted for the purpose of allowing the availability

of resources to fulfill the obligations of the Fund arising from the service contracts CRC and PBP

(Credit Risk Coverage - CRC and payment of the Good Payer Award - PBP) signed with certain

intermediary financial institutions, as well as allowing those resources to be managed efficiently,

according to the provisions established by the Regulation and Manual of policies and processes of

the PBP-CRC trusts; as well as the Manual of policies and procedures of investment that are part

of the appendixes of the constitutive acts.

Accounting for these trusts is performed in accordance with the provisions of SBS Resolution

N°980-2006 "Regulations for Fondo MIVIVIENDA S.A.", that is, in a single account in the Fund’s

balance sheet (Note 3(e)) while separate accounts are kept for control purposes as shown as

follows as of December 31, 2012 and 2011:

CRC-PBP trust 2012 2011

Nuevos soles S/. S/.

Balance sheet

Assets

Cash and due from banks 3,338,196 54,956,284

Available-for-sale financial investments, (*) 23,323,460 43,370,648

Held-to-maturity investments (**) 4,734,164 214,144,027

Accounts receivable - 154,869 ______________ ______________

Total assets 31,395,820 312,625,828 ______________ ______________

Liabilities

Accounts payable - 197,109 ______________ ______________

Total liabilities - 197,109 ______________ ______________

Net equity and surplus

Initial equity - 237,975,000

Surplus from collections, net 1,707,547 1,481,541

Unrealized results 426,676 (191,645)

Retained earnings 29,261,597 73,163,823 ______________ ______________

Total net equity and surplus 31,395,820 312,428,719 ______________ ______________

Total liabilities, net equity and surplus 31,395,820 312,625,828 ______________ ______________

(*) As of December 31, 2012, the decrease in available-for-sale investments corresponds to the sales of

bonds made in the first quarter of 2012, amounting to approximately S/.17,000,000 (nominal value).

F-40

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

31

(**) Decrease in held-to-maturity investments is explained by the maturity of negotiable certificates of

deposits until November 2012. As of December of 31, 2011, CRC-PBP trust funds in nuevos soles

maintained negotiable certificates of deposit issued by the Peruvian Central Bank amounting to

S/.188,387,509.

CRC-PBP trust 2012 2011

Nuevos soles S/. S/.

Statement of income

Income

Interest income 6,960,722 16,974,752

Valuation of investments, net 2,133,005 706,065

Other financial income 12 - __________ __________

Total income 9,093,739 17,680,817 __________ __________

Expenses

Management fee (932,206) (1,786,010)

Tax for financial transactions (24,969) (95,382)

Miscellaneous expenses for financial services (13,790) (20,108) __________ __________

Total expenses (970,965) (1,901,500) __________ __________

Net surplus 8,122,774 15,779,317 __________ __________

CRC-PBP trust

US Dollars

Balance sheet

Assets

Cash and due from banks 9,883,055 36,647,164

Available-for-sale financial investments, net 5,691,309 5,280,770

Held-to-maturity investments (*) 19,710,414 40,531,154

Derivative financial instruments, net 616,164 881,900

Accounts receivable 6,391 331,129 ____________ ____________

Total assets 35,907,333 83,672,117 ____________ ____________

Equity and net surplus

Initial equity 21,012,905 71,687,200

Surplus from collections, net 5,969,499 5,241,478

Unrealized results 540,360 494,540

Retained earnings 8,384,569 6,248,899 ____________ ____________

Total equity and net surplus 35,907,333 83,672,117 ____________ ____________

F-41

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

32

CRC-PBP trust 2012 2011

US Dollars S/. S/.

Statement of income

Income

Interest income 2,423,960 4,847,077

Foreign currency derivatives 1,860,463 3,463,329

Other operating income 129,378 - __________ __________

Total income 4,413,801 8,310,406 __________ __________

Expenses

Exchange difference, net (559,815) (897,426)

Valuation of investments, net (**) (1,364,565) (2,056,004)

Management fee (345,760) (482,350)

Tax for financial transactions (2,885) (20,553)

Miscellaneous expenses for financial services (4,814) (5,067)

Other financial expenses (292) - __________ __________

Total expenses (2,278,131) (3,461,400) __________ __________

Net surplus 2,135,670 4,849,006 __________ __________

(*) Decrease in held-to-maturity investments is explained, mainly, by the maturity of negotiable

certificates of deposits. As of December 31, 2011, the CRC-PBP trust in US Dollars maintained

negotiable certificates of deposit issued by the Peruvian Central Bank amounting to S/.18,445,367.

(**) Corresponds mainly to the exchange loss on investments amounting to S/.856,241 and loss on

investments’ valuation amounting to S/.508,324 (S/.1,791,907 on exchange loss and S/.264,097

loss on investments’ valuation as of December 31, 2011).

The Board of Directors meeting N°010-2012 held on April 27, 2012, approved the transfer to

the Fund of the surplus assets held in the trusts CRC-PBP nuevos soles and CRC-PBP US Dollars,

amounting to S/.290,000,000 and US$19,000,000, respectively, in order to be used for new

loans granted by the Fund. Such amounts were obtained from the sale of the certain available-

for-sale investments and the redemption of certain held-to-maturity investments, and

represented a decrease in initial equity and retained earnings.

(d) Corresponds to the portfolio of accounts receivable of mortgage loans granted by Compañía de

Negociaciones Mobiliarias e Inmobiliarias S.A. – CONEMINSA, which was received by the Fund

under a payment-in-kind contract signed on December 30, 2003 for its administration and

recovery.

F-42

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

33

(e) As of December 31, 2012 and 2011, corresponds to the net effect of the adjustments and

reversals resulting from the monthly reconciliations between COFIDE balances, which are

regularized in the following months.

(f) The changes in the allowance for other doubtful accounts, as determined by the criteria

described in Note 3(f), are presented below:

2012 2011

S/. S/.

Balance at the beginning of the year 133,747,234 133,924,200

Plus (less)

Allowance of the year 317,012 1,394,291

Reversals, Note 8(b) (10,653,513) (1,571,257)

____________ ____________

Balance at the end of the year 123,410,733 133,747,234 ____________ ____________

In Management’s opinion, the allowance for other doubtful accounts recorded as of December

31, 2012 and 2011, is in accordance with the standards established by SBS in effect as of those

dates.

F-43

Translation of financial statements originally issued in Spanish - Note 26

Notes to the financial statements (continued)

34

9. Property, furniture and equipment, net

(a) The movement of property, furniture and equipment for the years 2012 and 2011 is as follows:

Land Buildings Installations

Furniture

and fixtures

Computer

equipment

Miscellaneous

equipment Vehicles

2012

Total

2011

Total

S/. S/. S/. S/. S/. S/. S/. S/. S/.

Cost

Balance as of January 1 103,241 35,515 218,228 719,857 2,201,210 931,599 677,196 4,886,846 5,443,350

Additions - - - 7,538 78,766 27,041 - 113,345 81,143

Disposals and other adjustments - - (149,773) - (345,281) (1,767) (30,487) (527,308) (637,647) __________ __________ __________ __________ __________ __________ __________ __________ __________

Balance as of December 31 103,241 35,515 68,455 727,395 1,934,695 956,873 646,709 4,472,883 4,886,846 __________ __________ __________ __________ __________ __________ __________ __________ __________

Accumulated depreciation

Balance as of January 1 - 3,404 129,758 526,183 1,708,016 463,676 221,069 3,052,106 3,081,125

Depreciation of the year - 1,776 13,086 59,509 229,493 91,338 131,881 527,083 589,997

Disposals and other adjustments - - (99,848) - (343,544) (1,440) (17,277) (462,109) (619,016) __________ __________ __________ __________ __________ __________ __________ __________ __________

Balance as of December 31 - 5,180 42,996 585,692 1,593,965 553,574 335,673 3,117,080 3,052,106 __________ __________ __________ __________ __________ __________ __________ __________ __________

Net book value 103,241 30,335 25,459 141,703 340,730 403,299 311,036 1,355,803 1,834,740 __________ __________ __________ __________ __________ __________ __________ __________ __________

(b) Financial institutions established in Peru are prohibited from pledging their fixed assets.

(c) In Management’s opinion, there is no evidence of impairment of fixed assets held by the Fund as of December 31, 2012 and 2011. As of December31, 2012, the Fund maintains fully depreciated assets for

S/.1,326,879 (S/.1,395,462 as of December 31, 2011); however, some of these assets are still in use.

(d) The Fund maintains insurance policies on its key assets in accordance with policies established by Management. In this sense, as of December 31, 2012 and 2011, the Fund has hired an insurance policy against all

covered risks that covers the value of the Fund's net assets. In Management’s opinion, its insurance policies are consistent with the usual practices in the industry.

F-44

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

35

10. Other assets, net

(a) This caption is made up as follows:

2012 2011

S/. S/.

Assets received as payment and seized through legal

actions, net 673,307 904,520

Intangible assets, net (b) 325,821 423,082

Other (c) 2,234,807 1,838,350 __________ __________

Total 3,233,935 3,165,952 __________ __________

(b) The intangible assets item comprises software and licenses for the use of computer equipment

whose total cost as of December 31, 2012 amounted to S/. 3,534,515 while its cumulative

amortization amounted to S/.3,208,694 (approximated cost of S/.3,481,814 and approximated

cumulative amortization of S/.3,058,732 as of December 31, 2011). During 2012 and 2011,

acquisitions of intangible assets were mainly related to software and licenses in the amount of

S/.52,700 and S/.117,582, respectively. Such intangible assets are amortized by applying the

straight-line method based on useful lives estimated by Management, Note 3(k).

(c) Through Executive Resolution N°046-2009/ DE-FONAFE the “Plan of TIC corporate governance

for companies within the scope of FONAFE” was approved. This resolution defines the

implementation of Shared Service Center Information Technology and Communications of

FONAFE. As of December 31, 2011, this balance mainly includes the prepayment for this service

amounting to S/. 1,142,997 and S/.1,346,407. Management estimates that the service will be

rendered during 2013.

F-45

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

36

11. Other accounts payable, provisions and other liabilities

(a) This caption is made up as follows:

2012 2011

S/. S/.

Other accounts payable

Contributions from FONAVI (b) 132,811,235 105,196,565

Good Payer Bonus (principal) assigned to COFIDE (c) 77,727,830 64,143,372

BFH to transfer to technical entities (d) 10,539,718 1,699,556

Employees’ profit sharing payable 7,399,864 5,241,650

Good Payer Bonus (principal) received from MVCS (e) 6,638,256 9,932,188

Eligible Household Savings transferred to technical

entities (f) 3,807,666 2,099,735

Suppliers payable 780,509 936,401

Resources to transfer for executed stand-by letters of

guarantee 950,160 828,211

Vacation and settlement of social benefits payable 719,806 683,053

Other 91,974 79,896 ____________ ____________

Total 241,467,018 190,840,627 ____________ ____________

Provisions and other liabilities

Deferred income for advance BCP flows, Note 7(g) 7,933,831 -

Deferred income (g) 1,439,704 1,510,122

Provision for contingencies (h) 1,271,535 670,506

Allowance for credit risk coverage for advance of BCP

flows, note 7(f) and 7(g) 737,662 -

Operations in process 8,945 40,430 ____________ ____________

Total 11,391,677 2,221,058 ____________ ____________

F-46

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

37

(b) As of December 31, 2012 and 2011, this item is made up as follows:

2012 2011

S/. S/.

FONAVI collections according to Law N°26969 (i) 125,538,662 96,754,139

FONAVI contributions pending transfer to the MEF (i) 6,988,963 8,156,186

Refund of not collected FONAVI checks (ii) 283,610 286,240 ____________ ____________

Total 132,811,235 105,196,565 ____________ ____________

(i) Mainly corresponds to the amounts assigned to the Fund from the proceeds received by the National

Superintendence of Tax Administration (Superintendencia Nacional de Administración Tributaria, or

“SUNAT” by its acronym in Spanish), related to contributions made to FONAVI by tax payers in

accordance with Law N°26969 for approximately S/.125,538,662 (S/.96,754,139 as of December

31, 2011). Also includes S/.6,988,963 (S/.8,156,186 as of December 31, 2011) as FONAVI

contributions pending transfer to the MEF related to contributions made to FONAVI by tax payers who

enjoy tax stability under Law N°27071.

The changes in the balance of this caption are shown below:

2012 2011

S/. S/.

Balance at the beginning of the year 96,754,139 81,032,293

Plus (less)

Collection of the year 30,016,892 18,981,232

Contributions pending transfer to MEF - (3,112,644)

Returns of FONAVI contributions (1,232,369) (146,742)

____________ ____________

Balance at the end of the year 125,538,662 96,754,139 ____________ ____________

(ii) Corresponds to checks issued from 1999 to 2012 pending of collection by the beneficiaries. These

checks were issued as reimbursement of FONAVI contributions according to SUNAT communications,

which is the entity responsible for the collection of these resources.

F-47

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

38

(c) Corresponds to the funds disbursed to COFIDE to be applied to the loans originated by IFI

(Crédito MIHOGAR and Nuevo Crédito MIVIVIENDA), upon the review of compliance with the

requirements of the respective regulations. Subsequently, COFIDE reports the semiannual

installments that have been applied to the final borrowers for prompt payment of their

installments under the terms of the respective program. The changes in the balance of this

caption are shown below:

2012 2011

S/. S/.

Balance at the beginning of the year 64,143,372 38,047,325

Plus (less)

BBP allocation to accounts receivable of trusts to loans

disbursed 17,770,000 28,340,000

Adjustment to prior years - BBP allocation (900,000) -

Adjustment to prior years - BBP application 201,126 290,645

Application of BBP installments of Crédito MIHOGAR (1,271,318) (1,216,200)

Application of BBP installments of Nuevo Crédito

MIVIVIENDA (2,215,350) (1,318,398)

____________ ____________

Balance at the end of the year 77,727,830 64,143,372 ____________ ____________

(d) Corresponds to the balance payable to technical institutions (builders) for the financing of the

BFH of households that accessed to the Techo Propio Program, received from the MVCS.

(e) Corresponds to the balance of funds received from MVCS, pending allocation to beneficiaries

applying for the Fund’s products. The Fund performs the allocation of these resources through

COFIDE when disbursements are authorized to intermediary financial institutions for loans

approved. During 2012 and 2011 the amounts allocated totaled S/. 16,870,000 and

S/.28,340,000, respectively.

The changes in the balance of this caption are shown below:

2012 2011

S/. S/.

Balance at the beginning of the year 9,932,188 11,710,000

Plus (less)

Resources received from MVCS during the year 13,576,068 26,562,188

BBP disbursement to COFIDE for loans allocation (16,870,000) (28,340,000)

____________ ____________

Balance at the end of the year 6,638,256 9,932,188 ____________ ____________

F-48

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

39

(f) Corresponds to the balance payable to technical institutions on behalf of eligible households who

has accessed to the Techo Propio Program, for the total amount of savings deposited by the

household in the Fund’s accounts and the Fund for Police Housing (Fondo de Vivienda Policial, or

“FOVIPOL” by its acronym in Spanish) savings accounts. As of December 31, 2012 and 2011, the

total number of households whose savings were pending to be transferred to technical entities

was 5,793 and 1,776, respectively; such deposits were regularized mostly during the first quarter

of 2012 and 2011, respectively.

(g) Mainly corresponds to the deferred income generated when the CRC-PBP trusts were established

in 2007, Note 3(p). As of December 31, 2012 and 2011, the remaining deferred income amounts

to S/.1,409,368 and S/.1,478,011, respectively. During 2012, the Fund did not recognize this

revenue; during 2011, the Fund recognized revenue for the realization of the deferred gain

amounting to S/.647,124.

(h) Corresponds to provisions recorded for claims related to lawsuits and probable labor

contingencies. In Management’s opinion and its legal advisors, the recorded provision is sufficient

to cover the risk of loss for such contingencies as of December 31, 2012 and 2011.

12. Accounts receivable and payable for derivative financial instruments

(a) The following table shows the fair value of derivative financial instruments recorded as assets or

liabilities (excluding the effects of trusts), together with their notional amounts (nominal). The

notional amount is the nominal amount of the underlying asset of the derivative and is the basis

upon which changes in value of derivatives are measured. The notional amounts indicate the

volume of transactions outstanding at the end of the year and are not an indicator of market risk

or credit risk, Note 22.

2012 __________________________________________________

Fair value ________________________________

Assets Liabilities

Notional

amount

S/. S/. S/.

Financial derivatives (b) 5,752,935 - 184,875,000 __________ __________ ____________

2011 __________________________________________________

Fair value ________________________________

Assets Liabilities

Notional

amount

S/. S/. S/.

Financial derivatives (b) 10,061,020 46,831 517,632,000 __________ __________ ____________

F-49

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

40

(b) Financial derivatives correspond to forward contracts in foreign currency. During 2012, net gains

on currency forward contracts amounted to S/.18,851,657 (net gains amounted to

S/.25,275,947 in 2011), and were recorded in the “Financial income” caption of the statement

of income, excluding the effects of trusts, Note 17.

13. Equity

(a) Capital stock -

As of December 31, 2012 and 2011, the Fund's capital stock was represented by 2,968,159,573

and 2,889,343,941 common shares entirely subscribed and paid, respectively, whose nominal

value is S/.1.00 per share. Its sole shareholder is FONAFE.

On March 26, 2012, the Fund’s General Shareholder Meeting agreed to capitalize S/.78,815,632

corresponding to the profits generated in 2011.

On September 2, 2011, the Fund's General Shareholder Meeting agreed to capitalize

S/.58,086,468 corresponding to the profits generated in 2010.

(b) Legal reserve -

Pursuant to the legislation in force, the Fund must comply with a legal reserve of not less than 35

percent of its paid-in capital. This reserve is constituted through the annual transfer of at least

10 percent of the Fund’s net income and may be used only to cover accumulated losses.

(c) Unrealized results -

Includes the unrealized gain (loss) generated by the valuation of available-for-sale investments of

the Fund and the CRC-PBP Trusts, as detailed below:

Unrealized results 2012 2011

S/. S/.

CRC–PBP trusts 967,036 298,417

Fondo MIVIVIENDA S.A., Note 6(a) - 20,749 ____________ ____________

967,036 319,166 ____________ ____________

(d) Shareholder’s equity for legal purposes (regulatory capital) -

In June 2008, by means of Legislative Decree N°1028, the Banking Law was amended. The

amendments established that the regulatory capital of financial entities must be equal to or more

than 10 percent of the total risk-weighted assets and contingent operations, represented by the

sum of: (i) the regulatory capital requirement for market risk multiplied by 10, (ii) the regulatory

capital requirement for operational risk multiplied by 10, and (iii) the weighted assets and

contingent credits by credit risk. This calculation must include all balance sheet exposures or

assets in local or foreign currency. This ratio would be gradually implemented until July 2011,

F-50

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

41

considering the percentages and deadlines established by said Legislative Decree. As of

December 31, 2012 and 2011, the minimum requirement is 10 and 9.8 percent, respectively.

The Legislative Decree N°1028 also distinguishes, starting in 2009, between basic equity (Level

1) and supplementary equity (Level 2), depending on the definitions and limits therein

established. In Management’s opinion, these modifications are being considered in its plans and

will not have any significant impact on the Fund’s operations.

As of December 31, 2012 and 2011, pursuant to Legislative Decree N°1028, the Fund holds the

following amounts related to risk weighted assets and contingent credits by credit risk and

shareholder’s equity for legal purpose (regulatory capital basic and supplementary), expressed in

nuevos soles:

2012 2011

S/. S/.

Total risk-weighted assets and credits 3,239,912,750 2,385,225,179

Total regulatory capital 3,002,311,303 2,915,169,542

Basic regulatory capital (Tier 1) 3,002,311,303 2,915,169,542

Supplementary regulatory capital (Tier 2) - -

Basic regulatory capital as a percentage of risk-weighted

assets and credits (%)

88.35

117.52

Furthermore, during 2009, the SBS issued the Resolutions N°2115-2009, N°6328-2009 and

N°14354-2009, Regulations for Regulatory Capital Requirements for Operational Risk, Market

Risk and Credit Risk, respectively, and amendments; which went into effect starting in July 2009,

with the exception of the resolution regarding Credit Risk, which had an adjustment period until

June 30, 2010. These resolutions established, mainly, the methodologies to be used by financial

entities to calculate the risk-weighted assets and credits for each type of risk. As of December

31, 2012 and 2011, the Fund has complied with the requirements of said resolutions.

On July 20, 2011, the SBS issued Resolution N°8425-2011, which states that in determining the

level of additional regulatory capital, financial institutions must have a process to assess the

adequacy of its regulatory capital based on their risk profile, which must follow the methodology

described in such Resolution. The requirement of additional regulatory capital shall equal the

sum of regulatory capital requirements calculated for each of the following components:

economic cycle, concentration risk, market concentration risk, interest rate risk, and others.

Financial institutions have a period of five years from July 2012 to bring their regulatory capital

to the required level.

In Management’s opinion, the Fund has complied with the requirements seth forth in the

aforementioned resolution and will be willing to continue to comply therewith because the equity

represented by the Fund cover such requirements.

F-51

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

42

14. Tax situation

(a) The Fund is subject to the Peruvian Tax System. As of December 31, 2012 and 2011, the

statutory income tax rate is 30 percent on taxable income, after calculating the employees’ profit

sharing, which according to prevailing standards is computed as a 5 percent of the taxable

income.

(b) Since 2011, the Income Tax Law was amended by Law N°29645, stating that interests and other

income generated by foreign loans granted to the national public sector, are included as an item

exempted from the income tax. In addition, with regards to unaffected interests in development

credits, such operations are those intended to fund projects or programs for development Peru’s

public infrastructure and public services as well as to finance credits for micro businesses,

according to SBS Resolution N°11356-2008 or any posterior replacing regulation.

(c) The Tax Authority is entitled to review and, if applicable, amend the income tax calculated by the

Fund up to four years after the tax return was filed. According to this, the income tax and value

added tax returns for the years 2008 to 2012 are pending review by the Tax Authority. Due to

the interpretations likely to be given by the Tax Authority on current legal regulations, it is not

possible to determine whether the reviews to be conducted will result or not in liabilities for the

Fund, therefore, any increased tax or surcharge that could arise from possible tax reviews will be

applied to the results of the year in which is determined.

(d) As of December 31, 2012, the Fund shows a balance of income tax payable for the year 2012

amounting to S/.9,571,818 (S/.10,683,537 as of December 31, 2011), included in the caption

“Obligations with the public” of the balance sheet.

15. Deferred income tax

(a) The following are the components that originate the deferred income tax as of December 31,

2012 and 2011:

2012 2011

S/. S/.

Deferred asset

Generic allowance for doubtful accounts 3,513,026 675,926

Deferred income for advance from BCP 2,380,149 -

Other 1,621,452 1,213,447 __________ ___________

7,514,627 1,889,373 __________ ___________

Deferred liabilities

Other (304,159) (152,372) __________ ____________

(304,159) (152,372) __________ ____________

Net deferred asset 7,210,468 1,737,001 __________ ____________

F-52

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

43

In Management’s opinion, the deferred asset for income tax will be recovered through taxable

income generated by the Fund in the future periods.

(b) The income tax composition in the statement of income for the years ended December 31, 2012

and 2011 is as follows:

Income Tax _______________________________________

2012 2011

S/. S/.

Current 31,223,952 29,869,065

Deferred 5,473,467 449,340 _____________ _____________

Total 36,697,419 30,318,405 _____________ _____________

(c) Below is the reconciliation of the effective rate of income tax with the prevailing tax rate:

2012 2011 _____________________________ _____________________________

S/. % S/. %

Income before Income tax 128,357,854 100.00 113,341,339 100.00 ___________ ________ ___________ _______

Theoretical tax 38,507,356 30.00 34,002,402 30.00

Add (less)

Net effect of permanent items (1,919,710) (1.50) (4,314,722) (3.81)

Other 109,773 0.09 630,725 0.56 ___________ _______ ___________ _______

Income tax 36,697,419 28.59 30,318,405 26.75 ___________ _______ ___________ _______

F-53

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

44

16. Contingent and off-balance sheet accounts

(a) This caption is made up as follows:

2012 2011

S/. S/.

Contingent

Forwards (b) and Note 12 184,875,000 517,632,000

Principal Contingent – Guarantees granted (l) 178,509,459 168,224,180 ______________ ______________

Total contingent 363,384,459 685,856,180 ______________ ______________

Off-balance sheet accounts

Stand-by letters of credit and surety bonds received as

guarantee (c) 583,753,164 379,698,703

CRC-PBP trusts in nuevos soles and US Dollars (d) 67,303,153 396,100,836

Uncollectible accounts written-off (e) 28,146,095 28,018,368

Employer contribution debt (f) 18,221,507 64,781,307

Funds received from MVCS – BFH 10,539,718 1,699,556

Existing contracts signed with suppliers 8,514,901 7,672,403

Ex-CONEMINSA Portfolio – judicial collection and yields and

other accounts receivables (g) 8,511,352 8,467,502

Securities in custody 4,564,684 4,564,684

Mortgage guarantees received (h) 2,199,375 2,909,640

Other minors, net 413,995 435,613 _____________ ______________

Total off-balance sheet accounts 732,167,944 894,348,612 ______________ ______________

Trusts

Fund Law N°27677 (i) 830,208,922 816,204,055

CRC-PBP trusts (j) 151,211,736 832,230,093

Las Garzas trust (k) 23,794,637 25,296,594 ______________ ______________

Total trusts 1,005,215,295 1,673,730,742 ______________ ______________

Total off-balance sheet accounts 2,100,767,698 3,253,935,534 ______________ ______________

(b) As of December 31, 2012 and 2011, corresponds to the commitment on the forward

transactions of US Dollars sales contracted by the Fund in order to economically hedge its

accounts receivable in US Dollars, which amounted to US$ 72,500,000 and US$192,000,000,

respectively.

F-54

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

45

(c) Correspond to the stand-by letters of credit and surety bonds received as guarantee from the

Technical Agencies under the contracts signed by the Techo Propio Program over the BFH and

the Household Savings product, as well as letters of guarantee for the compliance of purchase of

goods and services contracts.

(d) As of December 31,2012, corresponds to the recognition of the rights acquired in connection

with the establishment of the CRC-PBP in nuevos soles and US Dollars for total amounts to

S/.31,395,820 and S/.35,907,333, respectively (S/.312,428,719 and S/.83,672,117 as of

December 31, 2011, respectively), see Note 8(c).

(e) As of December 31, 2012 and 2011, corresponds mainly to the written-off of balances

receivable (principal and interest) from Banco Banex and Banco Orion, both undergoing

liquidation, for S/.23,576,946 and S/.4,441,422, which were recorded in the “Other accounts

receivable” caption as of December 31, 2009, respectively, according to a Management

agreement signed in July 2010.

(f) As of December 31, 2012 and 2011, corresponds to a claim the Fund filed with the MEF on

contributions to FONAVI - Employer Contributions, as provided by Law N°26969 – FONAVI

Liquidation Law, which were considered that should have been granted to the Fund.

(g) As of December 31, 2012 and 2011, corresponds to the accrued interest of overdue portfolio of

Ex-CONEMINSA and "Other accounts receivable".

(h) As of December 31, 2012 and 2011, corresponds to mortgage guarantees received from two

financial institutions undergoing liquidation for the loan portfolio that the Fund maintained with

them.

(i) As of December 31, 2012 and 2011, correspond to the value of total net assets of the Fund Law

N°27677 which includes the results of the period that amount to a gain of S/.12,131,283 and

S/.16,809,416, respectively. The Fund Law N°27677 was constituted by Public Deed dated

February 13, 2002, with the resources transferred to the Fund from the liquidation of FONAVI,

for their administration, recovery and intermediation through the IFI.

F-55

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

46

(j) As of December 31, 2012 and 2011, corresponds to the assets, liabilities, equity (without net

income), expenses and gains of the trusts under administration which are called CRC-PBP trusts

in nuevos soles and US Dollars, as indicated in the accounting manual prescribed by the SBS. This

caption in made up as follows:

2012 2011

S/. S/.

Assets 67,303,153 396,297,945

Liabilities - 197,109

Equity (without net income) 57,044,709 375,472,512

Gains 18,561,159 40,445,425

Expenses 8,302,715 19,817,102 _____________ _____________

Total 151,211,736 832,230,093 _____________ _____________

(k) Real estate trust in which Banco de Comercio acted as trustee since its inception in 2006 until

October 6, 2010. Through minute issued on October 7, 2010, Banco de Comercio waived its role

as trustee and transferred to the Fund the trust equity and resigned from its role as trustee.

Thus, starting at that date the Fund is responsible for keeping the accounting records as part of

its fiduciary role.

(l) As of December 31, 2012 and 2011, corresponds to the guarantees granted to the final

customer loans with the Fund’s resources. The debts of the IFI were prepaid; but the guarantee

is still in force until the payment of the debt by the final customer to the IFI.

F-56

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

47

17. Financial income and expenses

(a) This caption is made up as follows:

2012 2011

S/. S/.

Financial income

Income from accounts receivable (Trust Agreement –

COFIDE) 159,954,578 117,691,752

Gain on derivatives, Note 12(b) 18,851,657 25,275,947

Interest from cash and due from banks 13,917,908 16,209,523

Gain on trusts participation 10,258,444 20,628,323

Interest from available-for-sale and held-to-maturity

investments, Note 6 7,106,989 15,817,197

Other commissions 5,813,950 6,164,263

Indexation readjustment 1,515,480 2,983,389

Other financial income 1,324,269 1,347,675 _____________ _____________

Total 218,743,275 206,118,069 _____________ _____________

Financial expenses

Good Payer Award – own resources (32,715,815) (29,126,800)

Net loss of exchange difference (13,880,634) (22,875,182)

Interest from due to banks and financial obligations (b) (4,973,230) -

Net result on investments’ valuation (51,910) (8,162,488)

Other financial expenses (955,674) (340,554) _____________ _____________

Total (52,577,263) (60,505,024) _____________ _____________

Gross financial margin 166,166,012 145,613,045 _____________ _____________

(b) On February 15, 2012, the Fund received a financing from the Banco de la Nacion for

US$100,000,000 (equivalent to approximately S/.268,500,000 at the transaction date), at an

annual effective interest rate of 2.31 percent and with maturity on February 15, 2015. During

2012, the Fund has recognized an interest expense amounting to S/.4,973,230; also, as of

December 31, 2012, maintained an outstanding principal amounting to US$83,805,462

(equivalent to approximately S/.213,703,928) and interest amounting to US$742,240

(equivalent to approximately S/.1,892,712), which are presented in the caption "Due to banks

and financial obligations" of the balance sheet. This loan was settled on February 1, 2013.

F-57

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

48

18. Financial services revenues

Correspond mainly to commissions charged by the Fund for the administration of the assets in the

trusts, mainly from the CRC-PBP trusts, for which the Fund receives from the IFI a monthly commission

equivalent to 0.05 percent of the trusts’ net equity at the end of each month which is charged to the

CRC-PBP trusts. During 2012, decrease is due to lower equity trusts registered, basis on which fees are

calculated, Note 8(c).

19. Administrative expenses

(a) This caption is made up as follows:

2012 2011

S/. S/.

Personnel and Board of Directors expenses (b) 18,073,292 15,269,430

Services received from third parties (c) 14,290,879 14,319,189

Taxes and contributions 345,350 533,784 ___________ ___________

Total 32,709,521 30,122,403 ___________ ___________

(b) The composition of the “Personnel and Board of Directors expenses” caption is presented below:

2012 2011

S/. S/.

Salaries 7,055,157 6,698,699

Employees’ profit sharing 7,398,401 5,240,187

Gratuities 1,162,028 1,095,497

Severance indemnities 676,379 638,317

Payroll taxes 659,191 606,435

Vacation 583,110 568,152

Training 176,624 164,526

Other 362,402 257,617 ____________ ____________

18,073,292 15,269,430 ____________ ____________

The average number of employees for the years 2012 and 2011 was 97 and 89, respectively.

According to legal regulation in force, the Fund distributes 5 percent of taxable income as

employees’ profit sharing.

F-58

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

49

(c) The composition of the “Services received from third parties” caption is presented below:

2012 2011

S/. S/.

Consulting services 5,338,369 5,892,446

Advertisement 1,799,193 2,714,937

Renting of goods and property 1,403,784 1,165,423

TIC project expenses, Note 10(c) 1,164,832 -

Repair and maintenance 803,642 640,673

Guarding and protection 550,935 580,338

Communications 364,847 510,524

Mobility 290,106 279,238

Insurance 277,190 308,123

Travel expenses 213,996 198,033

Public services 161,145 164,036

Courier services 188,529 179,185

Office supplies 158,981 267,065

Cleaning services 128,758 125,299

Telemarketing services 83,951 151,734

Other expenses 1,362,621 1,142,135 ___________ ___________

Total 14,290,879 14,319,189 ___________ ___________

20. Other provisions

Corresponds to the allowance for assets received as payment and seized through legal actions according

to regulations issued by the SBS and provisions for litigation and claims.

F-59

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

50

21. Other income and expenses

This caption is made up as follows:

2012 2011

S/. S/.

Other income

Recoveries of allowances for banks in liquidation, Note 8(b) 10,336,501 -

Reversal of provisions for COFIDE accounts receivable, Note 7(f) 7,586,641 6,684,803

Deferred income tax - 1,479,845

Other minor income 442,311 2,317,988 ___________ ___________

18,365,453 10,482,636 ___________ ___________

Other expenses

Other minor expenses (380,111) (321,808) ___________ ___________

(380,111) (321,808) ___________ ___________

Total other income and expenses 17,985,342 10,160,828 ___________ ___________

22. Risk assessment

The Fund's activities are mainly related to the placement of its resources to generate mortgage loans to

natural persons through domestic intermediary financial institutions, which evaluates and assigns long-

term credit lines. It also participates in promotion of the construction and acquisition of homes, and

manages funds received from the state (such as Household Housing Bonus) as well as its own funds,

investing primarily in fixed income investments, in order to monetize and preserve its value in time, thus

ensuring sufficient liquidity to meet its obligations and credit activities.

In this sense, the Fund is exposed to various risks such as, credit risk, liquidity risk interest rate risk,

foreign exchange risk, investment risk, operational risk, among others. The Fund has established a Risk

Office to manage these risks through a process of identifying, measuring and continuously monitoring,

subject to risk limits and other controls established by the Board. This risk management process is

critical to the continued profitability of the Fund and each person within the Fund is responsible for the

risk exposures relating to their duties.

Market risk -

The Fund is exposed to market risk, which is the risk that the fair value or the cash flows of a financial

instrument fluctuate adversely due to changes in market prices. Market risk arises from the balance

sheet positions assigned to interest rates and currency risk. The latter risk remains even when the Fund

does not grant loans in US Dollars, because it still has a remaining balance of loans granted in that

currency under the MIVIVIENDA Tradicional product.

F-60

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

51

The Fund applies the "Value at Risk - VAR" methodology to calculate the maximum expected loss that

might occur on the positions subject to interest rate risk and foreign exchange risk. Fund’s Board sets

the value at risk limits that are acceptable, which are monitored daily by the Risk Office

The Fund establishes policies and procedures to control market risk and liquidity risk, as well as setting

limits on certain credit operations, investment and hedging with derivatives to improve their process of

balance return / risk.

Liquidity risk -

The Fund is exposed to liquidity risk, arising from the opportunity to have resources available for

placement credit, payment of payroll, taxes, suppliers and settlements of derivative hedges, and due to

bank services obligations or other liabilities, although these risk are minimal, the Fund does not maintain

cash resources to meet all of these needs, as experience shows that a minimum level of reinvestment of

maturing funds can be predicted with a high level of certainty. The Fund sets limits on the minimum

amount of funds available to cover the payment of obligations with which there must be to cover

liquidity requirements levels, and daily monitors the liquidity requirements based on these limits and

cash flow prepared by the Treasury area.

The procedure of matching and controlling mismatches of the maturities and interest rates of assets and

liabilities is essential to the Fund’s management. It is unusual for financial institutions to be fully

matched, as transacted business is often based on uncertain terms and several types of transactions

performed. An open position in the terms could potentially increase profitability, but it also increases

the risk of losses.

The liquidity ratio of the Fund is an operating indicator because the average loans that are

intermediated to the domestic financial institutions through COFIDE are considered as obligations. As of

December 31, 2012 and 2011, the Fund has no financial liabilities or obligations, however, has

implemented the control of its liquidity ratio under the considerations of the ability to meet the demands

of granting loans, in addition to payments of payroll, suppliers, tax and settlements of hedging

derivatives.

The notes to the financial statements include an analysis of relevant assets of the Fund grouped

according to their contractual maturity.

Cash flow risk and fair value of interest rate changes -

The cash flow interest rate risk is the risk that the cash flows of a financial instrument fluctuate due to

changes in market interest rates. The risk of fair value interest rates is the risk that the value of a

financial instrument may fluctuate due to changes in market interest rates.

F-61

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

52

The control and monitoring of interest rates risks of the investment portfolio in fixed income is

performed by calculating the value at risk (VAR) and ensuring that the VAR does not exceed the internal

limit established as a percentage of the Fund’s regulatory capital. Additionally, the Risk Office controls

that the indicators of "Stop Loss" and "Take Profit" of the debt instruments are settled. These

instruments are valued daily and reported to the appropriate areas of the Fund.

The Risk Office measures the sensitivity of the Fund’s balance to interest rate risk through the

regulatory appendices required monthly by the SBS, such as the calculation of gaps and sensitivity

analysis of gaps to changes in interest rates. The distribution of balance accounts aimed to prepare the

appendixes is made under assumptions of distribution according to maturities. These assumptions are

contained in an internal methodology approved by the Risk Committee. In addition, the Fund has

internal limits on risk equity that seeks limit the risk of interest rate balance.

The Fund keeps positions that are affected by the effects of fluctuations in the levels of market interest

rates on its financial position and cash flows. Interest margins may increase as a result of such changes

but may reduce or create losses in case of unexpected fluctuations. Management sets limits on the level

of mismatch to changes in interest rates that can be assumed, which are monitored daily by the Risk

Office. It should be noted that the Fund only since early 2012 has operations or financial liabilities

(Banco de la Nación).

Resources to fund lending operations correspond mainly to own resources. It should be noted that the

Fund managed resources of MVCS intended for subsidy to families that apply to ”Techo Propio”

program. Accounts receivable and accounts payable are subject to risks from fluctuations in interest

rates. The characteristics of maturity and interest rates of the main relevant contractual financial

instruments are indicated in the respective notes to the financial statements.

Exchange rate risk -

The Fund is exposed to the effects of fluctuations in foreign currency exchange prevailing on its

financial position and cash flows. The Fund sets limits on levels of exposure by currency and total daily

operations which are monitored daily by the Risk Office.

Active operations of existing products and liabilities (the latter according to the market situation and

availability), are preferably made in local currency. Foreign currency transactions (liability transactions)

are made at rates of supply and demand. The Fund’s exchange risk is primarily related to MIVIVIENDA

Tradicional loans denominated in US Dollars; this product was discontinued; however there are still

outstanding balances according to the original amortization schedules of the loans. In order to mitigate

exchange rate risk exposure, the Fund performs non-delivery forward (NDF) transactions to manage its

exchange rate risk. The Risk Office values and monitores daily operations and establishes situations of

Stop Loss and / or Take Profit in coordination with the Financial Management of the Fund.

F-62

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

53

As of December 31, 2012 and 2011, the Fund's assets and liabilities in foreign currency are presented

in Note 4.

Operational risk -

It is caused by aspects related to human resources, processes and procedures, information technology

and external aspects.

The operational risk is managed by each of the managers and/or offices of the Fund in coordination with

the Risk Office, which establishes the operational risk methodologies to be applied and determines a

qualitative and quantitative risks and controls. Also, they regularly report to the Board the main risks

and their corresponding mitigation. The Fund has designed and operates a database of operational risk

losses for the orderly records and analysis of the entity’s risk causing events.

Finally, the Fund manages the System of Information Security Management, for which has policies and

security plan information continuously updated; also, it has a Management Business Continuity System,

and performs annual testing of Business Continuity Plan, such that we can guarantee the operation of

our alternate data center, and that the institution does not disrupt (beyond a reasonable time) their

activities as a result of some sinister.

Credit risk -

The Fund intermediates its resources for mortgage lending through COFIDE, placing credit lines to

intermediary financial institutions who originate mortgage loans, which are evaluated by the Risk Office

and approved by a Risk Committee.

The individual exposure and risk for each intermediary financial institution, including loans placements

and investments, is established by sub-limits per product, so that credit risk exposures are monitored

and reviewed regularly.

Credit lines granted by the Fund are managed through established and developed criteria assessments,

focusing on liquidity, solvency, asset quality and affordability of financial institutions, among others.

Also, Risk Office realize a permanently follow up of indicators and economic and financial situation of

financial institutions, in order to monitor their performance and take prudential measures in case of

impairment. Also, visits are made annually for review loan portfolio of the IFI, in order to ensure the

adequate credit origination performed with the Fund´s resources.

As of December 31, 2012 and 2011, Management has estimated that the maximum amount of credit

risk that the Fund is exposed to represents the book value of financial assets that have a potential credit

risk and are mainly bank deposits that earn interest, accounts receivable (Trust Agreement – COFIDE)

and other monetary assets.

F-63

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

54

23. Contingencies

As of December 31, 2012 and 2011, the Fund has the following contingencies:

(a) Several labor proceedings relating to lawsuits for payment of profits and repayment of employee

benefits for S/.1,885,564 (S/.1,007,060 as of December 31, 2011), recording a provision of S/.

S/.213,967 as of December 31, 2012 (S/.233,576 as of December 31, 2011). The Fund also

has civil actions for S/.30,647 (S/.32,499 as of December 31, 2011).

(b) Several constitutional proceedings (writs of shelter) related to labor rights restitution to former

employees of the Fund. Also, proceedings caused by discrimination in the right to participate in

tender and procurement processes, and cancellation of the registration of technical institutions

due to infringements committed.

(c) Administrative proceeding commenced by the Consortium DHMONT & CG & M S.A.C. challenging

an administrative decision, in which the plaintiff seeks the invalidation of the communication

letter where the Fund denied the return of the letter of guarantee issued in its favor to guarantee

and to comply with the requirement to file appeal in the tender (Collique Airfield project)

convened by the Fund and in which the consortium participated. The amount of the claim

amounts to S/.4,869,754. The judge ordered the return of US$250,000, approximately

S/.604,434.

In Management’s opinion and its legal advisors, these proceedings will not result in significant liabilities

additional to those recorded in the accompanying financial statements.

24. Fair value

Fair value is defined as the amount for which an asset could be exchanged or a liability settled between

knowledgeable willing parties in an arm’s length transaction, on an on-going basis.

When a financial instrument is traded in an active and liquid market, its quoted market price in an actual

transaction provides the best evidence of its fair value. When a quoted market price is not available, or

may not be indicative of the fair value of the financial instrument, other estimation techniques may be

used to determine such fair value, including the current market value of another financial instrument

that is substantially similar, discounted cash flow analysis or other techniques applicable thereto, all of

which are significantly affected by the assumptions used. Although Management uses its best judgment

in estimating the fair value of these financial instruments, there are inherent weaknesses in any

estimation technique. As a result, the fair value may not be indicative of the net realizable or settlement

value of said instruments.

A significant portion of the assets and liabilities of the Fund are short-term financial instruments, with a

remaining maturity of less than one year. Therefore, these short-term financial instruments are

considered to have a fair value equivalent to their book value at the balance sheet dates, except for

those that are traded in an active market.

F-64

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

55

The methodologies and assumptions used depend on the terms and risk characteristics of the various

financial instruments as detailed below:

- Cash and due from banks represent cash and short-term deposits that do not represent

significant credit risk; as result, their book value is equivalent to their estimated market value.

- Available-for-sale investments are recorded at their estimated market value; thus, their book and

fair values are the same.

- As of December 31, 2011, held-to-maturity investments are classified as current assets, because

they maturity was between January and May 2012; thus, it is estimated that their book values do

not differ significantly from their respective market values.

- Accounts receivable has long-term nature and pay interest rate based on the range of products

maintained by the Fund, through which grants credit lines with the IFI. In Management´s opinion,

the market value of the accounts receivable is similar to their book values.

- The market value of obligations whit the public is similar to their book values due, mainly, to their

current maturities because this account includes mainly the income tax payable.

- The market value of due to banks and financial obligations is similar to their book value mainly,

due to their current maturity because they were canceled during the first quarter of the following

year.

- Other accounts payable, provisions and other liabilities do not bear interest. As a result, it is

estimated that their book values do not differ significantly from their market values.

- The Fund records its transactions with derivative financial instruments at their estimated market

value, and thus there is no difference with their book value.

Based on said analysis, Management considers that as of December 31, 2012 and of 2011, the

estimated values of the financial instruments of the Fund do not differ significantly from their book

values.

25. Subsequent events

On January 24, 2013, The Fund made a bond issuance under Rule 144 or regulation S of the securities

act in the international market. The issue was for a nominal amount of US$500,000,000, which

maturity is 10 years, was placed under par at a price of 99.15 percent, at a coupon rate of 3.50 percent

with semiannual interest and amortization at maturity.

F-65

Translation of financial statements originally issued in Spanish -

Note 26

Notes to the financial statements (continued)

56

26. Additional explanation for English version

The Spanish version of the accompanying financial statements was approved by Fund´s Management

(see Note 1). The financial statements are presented on the basis of accounting principles generally

accepted in Peru for the Fund. Certain accounting practices applied by the Fund that comply with

accounting principles generally accepted in Peru for financial entities may differ in certain aspects to

generally accepted accounting principles in other countries. In the event of a discrepancy, the Spanish

language version prevails.

F-66

F-67

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F-68

F-28

Fondo MIVIVIENDA S.A.

Financial statements as of December 31, 2011 and 2010 together with Independent Auditors’ Report

F-69

F-29

Fondo MIVIVIENDA S.A.

Financial statements as of December 31, 2011 and 2010

together with Independent Auditors’ Report

Content

Independent auditors’ report

Financial statements

Balance sheets

Statements of income

Statements of changes in shareholder’s equity

Statements of cash flows

Notes to the financial statements

F-70

Independent Auditors’ Report

F-30

Miembro de Ernst & Young Global Inscrita en la partida 11396556 del Registro

de Personas Jurídicas de Lima y Callao

To the Shareholder and Directors of Fondo MIVIVIENDA S.A.

1. We have audited the accompanying financial statements of Fondo MIVIVIENDA S.A. (“the Fund”),

which comprise the balance sheets as of December 31, 2011 and 2010, and the related statements

of income, changes in shareholder’s equity and cash flows for the years then ended, and a summary

of significant accounting policies and other explanatory notes.

Management’s responsibility for the financial statements

2. Management is responsible for the preparation and fair presentation of these financial

statements in accordance with accounting standards prescribed by the Superintendence of Banking,

Insurance and Pension Funds Administrators (SBS by its acronym in Spanish), and for such internal

control as management determines is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audits. We

conducted our audits in accordance with generally accepted auditing standards in Peru for financial

entities. Those standards require that we comply with ethical requirements and plan and perform

the audits to obtain a reasonable assurance about whether the financial statements are free from

material misstatements.

An audit involves performing procedures to obtain audit evidence on the amounts and disclosures in

the financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditors consider internal control relevant to the

Fund’s preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Fund’s internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made

by management, as well as evaluating the overall presentation of the financial statements.

F-71

Independent Auditors’ Report (continued)

F-31

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

4. In our opinion, the accompanying financial statements present fairly, in all material respects, the

financial position of Fondo MIVIVIVENDA S.A. as of December 31, 2011 and 2010, and the results

of its operations and its cash flows for the years then ended, in accordance with accounting

principles prescribed by the SBS for the Fund, Note 3.

Emphasis paragraph

5. Our audit report on the Fund’s financial statements as of December 31, 2010 and for the year

then ended, dated June 30, 2011, expressed a qualified opinion. The Fund recorded income tax

and employees’ profit sharing expenses in excess of S/.4,663,966 and S/.777,327, respectively.

As result, total liabilities were overstated and net shareholder’s equity and net income were

understated in such amounts. During 2011, the Fund amended its 2010 financial statements to

correct the effects included in our audit report. Therefore, our opinion of the 2010 financial

statements, as presented in this report, does not express the aforementioned qualification.

Lima, Peru,

December 6, 2012

Countersigned by:

Juan Paredes

C.P.C.A. Register No. 22220

F-72

F-73

The accompanying notes are an integral part of this statement.

F-33

Fondo MIVIVIENDA S.A.

Statement of income For the years ended December 31, 2011 and 2010

Note 2011 2010 S/. S/.

Revised,

Note 3(s)

Financial income 17 206,118,069 171,944,587

Financial expenses 17 (60,505,024) (47,008,284) ____________ ____________

Gross financial margin 145,613,045 124,936,303

Allowance for doubtful accounts (Trust Agreement –

COFIDE) 7(f) (12,343,352) (13,299,702) ____________ ____________

Net financial margin 133,269,693 111,636,601

Financial services revenues 18 2,695,016 2,248,175

Financial services expenses (144,419) (244,510) ____________ ____________

Operating margin 135,820,290 113,640,266

Administrative expenses 19 (30,122,403) (33,251,797) ____________ ____________

Net operating margin 105,697,887 80,388,469

Depreciation of property, furniture and equipment 9(a) (589,997) (480,354)

Amortization of intangible assets 10(b) (233,980) (183,162)

Allowance for other doubtful accounts 8(f) (1,394,291) (342,529)

Other provisions 20 (299,108) (409,077) ____________ ____________

Operating income 103,180,511 78,973,347

Other income, net 21 10,160,828 8,405,765 ____________ ____________

Income before income tax 113,341,339 87,379,112

Income tax 15(b) (30,318,405) (18,712,857) ____________ ____________

Net income 83,022,934 68,666,255 ____________ ____________

F-74

F-75

F-35

Fondo MIVIVIENDA S.A.

Statement of cash flows

For the years ended December 31, 2011 and 2010

2011 2010 S/. S/.

Revised, Note 3(s)

Reconciliation of net income to cash from operating activities

Net income 83,022,934 68,666,255

Adjustments to net income

Plus (less)

Allowance for accounts receivable (Trust Agreement – COFIDE),

net of reversals and exchange difference 4,972,321 3,588,074

Depreciation, amortization and others 1,316,863 898,588

Allowance for other accounts receivable, net of reversals (176,966) (1,282,908)

Deferred income tax (1,030,505) (3,842,147)

Results from valuation of investments (6,506,354) 1,982,662

Charges and credits for net changes in assets and liabilities

Increase in other accounts receivable (12,945,676) (10,246,750)

Decrease in accrued yields 5,973,413 1,326,861

Increase in other accounts payable, allowances and other liabilities 43,772,385 37,010,929

Increase (decrease) in derivative financial instruments, net (14,970,641) 5,531,769 _____________ _____________

Net cash from operating activities 103,427,774 103,633,333 _____________ _____________

Cash flows from investing activities

Purchase of property, furniture and equipment (81,143) (1,442,503)

Purchase of intangible assets (117,582) (542,178) _____________ _____________

Net cash used in investing activities (198,725) (1,984,681) _____________ _____________

F-76

The accompanying notes are an integral part of this statement.

F-36

Statement of cash flows (continued)

2011 2010 S/. S/.

Revised, Note 3(s)

Cash flows from financing activities

Net increase in accounts receivable (Trust Agreement - COFIDE) (770,865,779) (499,032,083)

Net decrease in investments 706,425,714 381,487,578

Net increase in obligations with the public 10,783,159 35,452 _____________ _____________

Net cash used in financing activities (53,656,906) (117,509,053) _____________ _____________

Net increase (net decrease) in cash 49,572,143 (15,860,401)

Balance of cash at the beginning of the year 57,656,945 73,517,346 _____________ _____________

Balance of cash at the end of the year, Note 5 107,229,088 57,656,945 _____________ _____________

F-77

F-37

Fondo MIVIVIENDA S.A.

Notes to the financial statements As of December 31, 2011 and 2010

1. Business activity

Fondo MIVIVIENDA S.A. (hereafter “the Fund” or “Fondo MIVIVIENDA”) is a state-owned company under

private law and is governed by Law N°28579 and its by-laws. The Fund falls under the purview of the

Peruvian National Fund for the Financing of Business Activities of the State (Fondo Nacional de

Financiamiento de la Actividad Empresarial del Estado, or “FONAFE” by its acronym in Spanish) under

the Ministry of Housing, Construction and Sanitation (“MVCS” by its acronym in Spanish). The

aforementioned Law N°28579 provided for the conversion of the former Mortgage Fund for the

Promotion of Housing (Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA) into a

corporation called Fondo MIVIVIENDA S.A.

The Fund’s objective are the promotion and financing of the acquisition, improvement and construction

of homes, especially those of social interest, promotion of activities to invest into the home lending

market, participation in the primary and secondary market for mortgage loans, and contributing to the

development of the Peruvian capital market. All the Fund’s activities are regulated by the

Superintendence of Banking, Insurance and Pension Funds Administrators (Superintendencia de Banca,

Seguros y AFP, or “SBS” by its acronym in Spanish), SBS Resolution N°980-2006 “Regulations for

Fondo MIVIVIENDA S.A.”

The legal address of the Fund is Avenida Paseo de la República 3121, San Isidro, Lima, Peru.

As of the date of these financial statements, the Fund manages the following programs and financial

resources:

(i) MIVIVIENDA Program.

(ii) Techo Propio Program – Management of the Household Housing Bonus (Bono Familiar

Habitacional, or “BFH” by its acronym in Spanish), as commissioned by the Ministry of Housing,

Construction and Sanitation - MVCS.

(iii) Resources of the Fund, Law N°27677, as commissioned by the Ministry of Economy and Finance

(hereafter “MEF” by its acronym in Spanish).

The characteristics of each program are the following:

(i) MIVIVIENDA Program

The Fund through a Trust Agreement with COFIDE channels resources to the Peruvian financial

system to grant mortgage loans. Among its characteristics are the Good Payer Award (Premio al

Buen Pagador, or “PBP” by its acronym in Spanish) and the Credit Risk Coverage (Cobertura de

Riesgo Crediticio, or “CRC” by its acronym in Spanish), additional information in Note 2.

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Notes to the financial statements (continued)

F-38

This program includes the following products:

- Nuevo Crédito MIVIVIENDA

- Crédito MIVIVIENDA Estandarizado (*)

- Crédito MIHOGAR (*)

- Crédito MIVIVIENDA Tradicional (*)

- Crédito Complementario Techo Propio (Financiamiento Complementario al Bono Familiar

Habitacional – BFH)

- Servicio de Cobertura de Riesgo Crediticio y Premio al Buen Pagador (fondeo de las

Entidades Financieras Intermediarias) - Service of Credit Risk Coverage and Good Payer

Award (Funding to Intermediary Financial Institutions) (*)

(*) As of December 31, 2011, these loans have been discontinued and outstanding receivable

balances remain, Note 7. CRC-PBP services and Crédito MIVIVIENDA Estandarizado were

discontinued in November 2009, Crédito MIHOGAR was discontinued in August 2009, as well

as Crédito MIVIVIENDA Tradicional in May 2006.

(ii) Techo Propio Program – Management of the Household Housing Bonus - BFH

These loans are granted in three modalities: (i) acquisition of a new home (AVN); (ii) construction

on owned lot (CSP); and (iii) house renovations (MV). In all modalities, mortgage loan financing

within this program comprises the participation of up to three components: (i) a subsidy

channeled by the Fund with resources from the government – the aforementioned Household

Housing Bonus (BFH); (ii) household savings and (iii), when necessary, complementary financing

to BFH –Techo Propio Program – which must be granted by an intermediary financial entity.

According to the Third Transitional Provision of Law N° 28579, upon ending the year 2005, the

Fund was engaged by the Government to manage the BFH and the Techo Propio Program

resources, by signing an agreement with the MVCS.

On April 28, 2006, the Fund, the MVCS and FONAFE signed the “Agreement on Management of

the Household Housing Bonus and the Funds of the Techo Propio Program”, under which the

Fund is responsible for managing both the BFH and the Techo Propio Program resources,

including the promotion, registration, recording and verification of information, the qualification

of applications, allocation and transfer of the BFH funds to the developer, seller-builder or the

respective technical unit. This agreement establishes that FONAFE shall allocate to the Fund the

resources to meet the costs and expenses of managing the Program.

(iii) Fund Law N°27677

Additionally, the Fund is the administrator of the fund created by Law N°27677, established with

proceeds from the liquidation of the National Housing Fund (Fondo Nacional de la Vivienda, or

”FONAVI” by its acronym in Spanish). Said Law provides that these funds shall be used to

finance the construction of affordable housing, house renovation and loans for the expansion of

single-family houses, and that the Fund should be in charge of the management, collection and

channeling of said resources.

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Notes to the financial statements (continued)

F-39

Likewise, the Fund constituted the CRC-PBP trusts, both in nuevos soles and US Dollars, to cover the

Fund’s obligations to provide PBP payments and CRC in an amount equivalent to one-third (1/3) of the

total registered by each intermediary financial institution that contracts such service. It should be noted

that these trusts are governed by SBS Resolution N°980-2006 (“Regulations for Fondo MIVIVIENDA

S.A.”.

Under the service contracts with the CRC-PBP trusts, the Fund provides the intermediary financial

institutions with the following services:

- Credit Risk Coverage (CRC service), as defined by Article 21 of the CRC and PBP Regulation, is a

guarantee the Fund provides to the intermediary financial institution for either up to one third of

the unpaid balance of the covered loan or one-third of the loss, whichever the lower. Said amount

shall be duly notified by the intermediary financial institution to the Fund, on terms and

conditions provided for in the Regulation.

- Good Payer Award (PBP service), as defined in Article 24 of the CRC and PBP Regulation, is the

service to the intermediary financial institution for which the Fund assumes payment of the

installments corresponding to the concessional part (the amount of the Good Payer Award) for

covered loan whose beneficiaries have promptly paid the installments corresponding to the non-

concessional part of the loan. This award is aimed to settle – every six months – the amount of

the installment payable in the corresponding period for the concessional part of the MIVIVIENDA

loans.

The accompanying financial statements as of December 31, 2011 and 2010 and for the years then

ended, were approved by the Fund’s Management on December 6, 2012 and will be submitted for

approval to the Board of Directors Meeting that will occur within the period established by law; in

Management’s opinion, they will be approved without modifications.

2. Trust Agreement – Corporación Financiera de Desarrollo (COFIDE)

On March 25, 1999, a Trust Agreement was signed between the Mortgage Fund for Housing Promotion

(Fondo Hipotecario de Promoción de la Vivienda – MIVIVIENDA), now Fondo MIVIVIENDA S.A. and

Corporación Financiera de Desarrollo S.A. (COFIDE). Its purpose was the creation of a trust through

which COFIDE receives the resources from the Fund and performs as the executing agency thereof, in

order to channel the funding for loans to final borrowers through the intermediary financial institutions

(IFIs) that are required to use the funds provided to finance the acquisition, expansion or improvement

of homes and residences, in accordance with Article 12 of Supreme Decree N°001-99-MTC “Regulation

on the Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA”.

The main duties of COFIDE are the following:

- Compliance with articles 241 to 274 of the General Law of the Financial and Insurance System

and Organic Law of the SBS – Law N°26702 and its amendments.

- Verify compliance with requirements and conditions of the intermediary financial institutions

according to Supreme Decree N°001-99 –MTC.

F-80

Notes to the financial statements (continued)

F-40

- Sign the agreement on resources intermediation with the intermediary financial institutions that

have fulfilled the corresponding requirements and conditions.

- Monitor the use of resources, according to the provisions of the Fund’s Regulation and the

agreement on resources intermediation.

- Collect the loans granted to the intermediary financial institutions.

- Contract the necessary audits on the Fund.

- Periodically submit reports on the development of the aforementioned trusts, as well as

recommendations for exposure limits of the intermediary financial institutions.

- Establish operating procedures necessary for the proper administration of the Fund.

- Other duties necessary to ensure the normal development of the objectives and functions of both

the Trust and the Fund.

The main duties of the Fund are the following:

- Establish the policies for the management and use of the Fund’s resources.

- Approve the eligibility criteria of the intermediary financial institutions that will receive resources

from the Fund for use in financing house purchases and borrowing limits for each of them.

- Establish the terms and conditions under which the Fund will make resources available to the

intermediary financial institutions, and the modalities of placing them.

COFIDE is entitled to the following:

- Intermediate and monitor the Fund’s resources, being able to enter into and sign all deeds and

documents necessary, public and private, for that purpose.

- Require that the intermediary financial institutions constitute guarantees on behalf of the

beneficiaries.

- Exercise all the powers contained in articles 74 and 75 of the Civil Procedure Code necessary for

carrying out the assignment given as trustee. Consequently, COFIDE may sue, counterclaim,

answer complaints and counterclaims, desist processes or claims, agree to claims, reconcile,

settle and to arbitrate the claims at issue in the process.

- It is stated that COFIDE is not responsible for the solvency of the intermediary financial

institutions.

Regarding the fees generated by services provided by COFIDE, it was authorized to deduct -from the

amounts disbursed by the intermediary financial institutions- a one-time 0.25 percent commission on

the amount of each loan, as well as an annual commission of 0.25 percent on the outstanding balances

of loans, which is assumed by the intermediary financial institutions and will be collected when

installments of loans granted are paid. These amounts are recorded as revenues by COFIDE.

The term of this Agreement is 5 years and is automatically renewed if neither party expresses its

willingness to terminate it.

F-81

Notes to the financial statements (continued)

F-41

3. Significant accounting principles and practices

Significant accounting principles used in the preparation of the Fund’s financial statements are set out

below and were consistently applied to all of the years presented.

(a) Basis of presentation and changes in accounting policies -

(i) Basis of presentation

The accompanying financial statements have been prepared from the Fund’s accounting

records, which are maintained in nominal nuevos soles, in accordance with SBS

regulations for the Fund in force as of December 31, 2011 and 2010. Additionally, when

SBS regulations are not in force in Peru, with the International Financial Reporting

Standards (IFRS) adopted in Peru through resolutions from the Peruvian National

Accounting Standards Board (Consejo Normativo de Contabilidad, or “CNC” by its acronym

in Spanish).

Certain accounting practices applied by the Fund that conform to SBS GAAP differ in

several significant respects from generally accepted accounting principles in other

countries.

The preparation of financial statements requires the Fund’s Management to make

estimates that affect the reported amounts of assets and liabilities, the disclosure of

contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the current period. Final results could differ

from those estimates. The most significant estimates with regard to the accompanying

financial statements correspond to the allowance for doubtful accounts, valuation of

investments, valuation of derivative financial instruments and the calculation of current

and deferred income tax, whose accounting criteria are described in this note.

(ii) Changes in accounting policies –

Principles applicable since the financial year 2011

(ii.1) On its November 2010 session, the International Financial Reporting

Interpretations Committee (IFRIC) agreed that employees’ profit sharing must be

recorded in accordance with IAS 19 "Employee Benefits”, and not IAS 12 "Income

Taxes”. Accordingly, an entity is only required to recognize a liability when the

employee has rendered services; therefore, deferred employees’ profit sharing

should not be calculated based on temporary differences as this concept will

correspond to future services which must not be considered as obligations or rights

under IAS 19. In Peru, the regular practice was to calculate and record any

deferred employees’ profit sharing on the financial statements.

F-82

Notes to the financial statements (continued)

F-42

On January 21, 2011, the SBS issued Multiple Official Letter N°4049-2011

adopting the Committee’s interpretation starting January 2011. This change was

applied prospectively without affecting the 2010 financial statements. The

treatment set out by the SBS for this change is as follows:

- Accumulated deferred tax assets and liabilities balance from employees’

profit sharing as of December 31, 2010 were eliminated, affecting equity

captions for S/.199,690.

- For comparison with the 2011 financial information, the expense for

employees’ profit sharing was included as personnel expense in the

"Administrative expenses" caption of the statement of income. Likewise, in

the 2010 balance sheet, for comparative purposes, the Fund reclassified the

deferred tax assets and liabilities balances relating to employees’ profit

sharing to "Other assets and liabilities" captions, as appropriate.

Principles applicable since the financial year 2010

(ii.2) On November 19, 2008, the SBS issued Resolution N°11356-2008 “Regulation on

evaluation and classification of debtor and allowance requirements”, which became

effective July 1, 2010.

The main change introduced by this Resolution applicable to the Fund was the new

allowance rate for loans classified as normal, paragraph (d) in this note.

Also, this Resolution provides pro-cyclical provisioning requirement which aims to

increase the general allowance for loans classified as normal, based on the

behavior of certain macroeconomic variables in Peru. In the case of the Fund, the

pro-cyclical rule does not apply, according the SBS regulations.

(b) Financial instruments -

Financial instruments are classified as assets, liabilities or equity according to the substance of

the contractual agreement that originated them. Interests, dividends, gains and losses generated

by a financial instrument classified as assets or liabilities are recorded as income or expense.

Financial instruments are offset when the Fund has a legal enforceable right to offset them and

Management has the intention to settle them on a net basis or to realize the asset and settle the

liability simultaneously. Likewise, please refer to Note 3(e) for accounting policy related to the

CRC-PBP trusts.

Financial asset and liabilities presented on the balance sheet correspond to cash and due from

banks, accounts receivable, other receivables, available-for-sale investments, obligations with

the public, other payables and other liabilities in general, except for the deferred asset for

employees’ profit sharing and Income Tax. Likewise, all derivatives are considered financial

instruments.

Accounting policies on recognition and valuation of these items are described below in this note.

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Notes to the financial statements (continued)

F-43

(c) Recognition of revenues and expenses -

(c.1) Interest income and expenses are recorded in the statement of income in the period in

which they accrue, depending on the lifetime of the operations that generate them and

the interest rates established. Because the Fund grants credit lines to the intermediary

financial institutions to channel its resources, which disbursement is made through the

COFIDE Trust, instead of loans to the borrower, in accordance with the SBS’s Accounting

Manual for Financial Companies, the yields generated by said operations are recorded on

an accrual basis; consistent with SBS rules for the Fund, in-suspense interest income is

not recognized.

(c.2) Bonuses and awards for good payers

In accordance with the accounting treatment accepted by SBS for the Fund, the Good

Payer Bonus and the Good Payer Award, including their interests, are recognized as

follows:

(i) The Good Payer Bonus (Bono al Buen Pagador, or “BBP” by its acronym in Spanish)

was created in compliance with Law 29033, issued on June 7, 2007, as a non-

repayable direct assistance payable to eligible final borrowers in a maximum of

S/.12,500 starting April 22, 2010 (S/.10,000 before April 22, 2010) which is

granted to borrowers who have complied with promptly cancellation of six

consecutive monthly installments of the concessional tranche of Nuevo Crédito

MIVIVIENDA. For these purposes, the Fund divides the total amount of Nuevo

Crédito MIVIVIENDA plus its related interest into 2 schedules:

- A half-annual schedule called "concessional section" corresponding to the

amount of the BBP (principal and interest); and

- A monthly schedule called "non-concessional section" corresponding to the

amount owed less the amount of the concessional section (principal and

interest).

In these cases, the BBP is received from the MVCS (to the extent the MVCS has

funds available) at the request of the Fund and it is recorded for financial reporting

and control as a liability in the "Good Payer Bonus - Received" caption, Note 11.

Upon being granted, the total amount disbursed on the Nuevo Crédito MIVIVIENDA

is recorded as placement in the "Accounts receivable (Trust Agreement - COFIDE"

caption and generates the 2 aforementioned schedules.

The interests of both schedules are recognized on an accrual basis, based on the

preferential rates agreed with intermediary financial institutions with which

agreements have been signed. The resulting interest is recognized as financial

income.

F-84

Notes to the financial statements (continued)

F-44

Subsequently, the Fund sends to the MVCS the list of BBP beneficiaries,

reclassifying each bonus due to eligible borrowers from the caption “Good Payer

Bonus – received” to the caption “Good Payer Bonus – assigned”, Note 11.

(ii) In the cases where the BBP is directly assumed by the Fund (when the

requirements of Law N°29033 and its amendments are not met; for instance,

where the value of the house to purchase is greater than 25 tax units or when the

BBP is granted with the Fund’s own resources, among others), it is called "Good

Payer Award".

(iii) In both cases, the bonus/award is earned by the timely compliance with six

installments of the payment schedule of the concessional section; said amount

varies depending on the type of loan granted.

(iv) When the BBP is made effective, provided the recipient has complied with the

timely payment of six consecutive monthly installments, the Fund credits the

accounts receivable (principal) of the concessional section and charges it to the

liability on the account "Good Payer Bonus" assigned by MVCS. Interest on such

amounts of the concessional section are recognized as an expense of the Fund and

is presented net of the "Income from accounts receivable (Trust Agreement –

COFIDE)" item included in the “Financial income” caption of the statement of

income.

(v) When the Good Payer Award is made effective (paragraph (ii) above, in example,

when the BBP is assumed directly by the Fund) provided the fulfillment of the

conditions by the beneficiary, the Fund record such amounts as expenses; through

the decrease of the accounts receivable (principal) of the installments of the

concessional section and records the amount in the "Financial expenses" caption,

while interest, as in the previous case, is recognized as expense and presented net

of the "Income from accounts receivable (Trust Agreement – COFIDE)" item

included in the “Financial income” caption of the statement of income.

(c.3) Commissions for trust administration services provided to the CRC-PBP trusts, among

other trusts, are recognized as income when received.

(c.4) Other income and expenses are recognized in the period in which they accrue.

(d) Accounts receivable (Trust Agreement - COFIDE) and allowance for doubtful accounts -

Accounts receivable are recorded when conducting the disbursement of funds through COFIDE to

the intermediary financial institutions that channels the Fund’s resources for the placement of

the MIVIVIENDA product portfolio.

According to the Fund’s Regulation, enacted through SBS Resolution N°980-2006 issued on

August 14, 2006, calculating the allowance is performed based on the criteria established by the

SBS in the Regulation on evaluation and classification of debtor and allowance requirements, as

F-85

Notes to the financial statements (continued)

F-45

established in SBS Resolution N°11356-2008, in accordance with the following methodology

approved by SBS:

- Each account receivable is separated into 2 types of risk: with credit risk coverage

(hereafter "With CRC") and without credit risk coverage (hereafter "Without CRC"):

(i) With CRC: Corresponds to those accounts that have been secured by mortgages

constituted in favor of the intermediary financial institutions, which have been duly

informed and supported to the Fund. On average, the CRC amount corresponds to

1/3 of the total account receivable for each final borrower during the first 8 years

of the loan’s term and 1/6 of the unpaid balance of the loan for the remaining term

(except for the Crédito Complementario Techo Propio and Crédito MIHOGAR,

whose CRC rates depend on the loan terms and the amount granted).

(ii) Without CRC: Corresponds to those accounts receivable that the Fund has with the

intermediary financial institutions through the Trust Agreement – COFIDE, that do

not have the aforementioned credit risk coverage and are not guaranteed by

mortgages

Once the Fund’s accounts receivable are classified to the appropriate risk category,

allowances are calculated according to the parameters set by the SBS, which are the

following:

- With CRC: For purposes of calculating the allowances, the loan is divided into two

portions:

(i) Portion covered by CRC: The allowance is determined based on the final

borrower's risk category reported in their consolidated credit report (RCC)

and the outstanding debt reported by COFIDE, for which Table 1 of SBS

Resolution N°11356-2008 applies:

Risk category Table 1

%

Normal 0.70

With potential problem (CPP) 5.00

Substandard 25.00

Doubtful 60.00

Loss 100.00

(ii) Portion not-covered by CRC: The allowance is based on the classification

that the Fund assigns to the intermediary financial institution, based on SBS

risk classification described below.

The amount of the allowance corresponds to the sum of the two portions.

F-86

Notes to the financial statements (continued)

F-46

- Without CRC: The Fund has determined that the type of loan that corresponds to

the intermediary financial institutions is similar to loans to corporate and large

companies (formerly commercial credits) and because the intermediary financial

institutions are in the Normal and CPP risk categories, the Fund has established a

0.70 percent and 5.0 percent, respectively, allowance in accordance with Table 1.

To determine the risk classification for each intermediary financial institution, the

Fund has established a table of allowances equivalent to the risk category

established by SBS, as follows:

Risk classification per financial institution _________________________________________________________________________

Table 1 Table 2 ___________________________________ ___________________________________

Risk Equivalence Risk Equivalence

A + Normal B- Potential problem

A Normal C+ Potential problem

A- Normal C Potential problem

B + Normal C- Potential problem

B Normal Not classified Potential problem

Allowances for doubtful accounts receivable are presented reducing the related

asset’s balance.

(e) Accounts receivable related to CRC-PBP trusts -

Includes the assets of the CRC-PBP trusts, which correspond to assets (due from banks,

investments and accrued yields) and liabilities of the Fund, but that in accordance with SBS

regulation (SBS Resolution N°980-2006, the Fund’s Regulation), they must be recorded as a net

balance in the “Other accounts receivable, net (Trust Agreement – COFIDE)” caption on the

balance sheet, since the Fund acts like both trustee and trustor.

Also, the surpluses (deficits) generated by the aforementioned trusts are recorded in the

“Attribution of income from trusts” item within the “Financial income” caption of the statement

of income, Note 16.

The CRC-PBP trusts were established in 2007 to ensure that sufficient resources are available to

meet the Fund’s obligations that come from the contracts to provide with CRC and PBP coverage,

signed with certain intermediary financial institutions; as well as to manage the resources

efficiently.

(f) Other accounts receivable, net -

Includes assets received in lieu of payment related to banks in liquidation, and other accounts

receivable that, since they are under litigation, do not accrue interest. Any related recovery is

recorded on a cash basis.

F-87

Notes to the financial statements (continued)

F-47

To determine the allowances for risk of loan losses of these accounts, the Fund performs a

grading according to SBS Resolution N°11356-2008.

The allowance for the classification of the portfolio is performed based on the review which

Management regularly conducts in order to classify it into the categories of normal, with

potential problem, substandard, doubtful or loss, depending on the degree of each borrower’s

risk of failure to pay. Guarantees received are considered by the Fund only to the extent they are

registered in the Public Registry without observations or annotations.

Allowances for borrowers classified as doubtful or loss for over 36 and 24 months, respectively,

are determined without considering the value of the guarantees.

Details of the rates by risk category are set forth in Note 3(d), paragraph (i), corresponding to

the CRC accounts receivable.

(g) Foreign currency transactions -

According to SBS regulation, the Fund performs its operations using the nuevo sol as its

functional and presentation currency. Assets and liabilities in foreign currencies are recorded at

the exchange rate of the transaction. Assets and liabilities denominated in foreign currencies are

converted to nuevos soles at the end of each month using the exchange rate set by the SBS, Note

4. Gains or losses arising from restatement of assets and liabilities denominated in foreign

currency at the exchange rates prevailing at the balance sheet date are recorded in the

statement of income.

Exchange difference from the CRC-PBP trust in US Dollars is included as part of the “Attribution

of income from trusts” item within the “Financial income” caption of the statement of income.

Non-monetary assets and liabilities acquired in foreign currencies are recorded in nuevos soles at

the exchange rate of the date of acquisition.

(h) Derivative financial instruments -

Trading derivative financial instruments are initially recognized in the Fund’s balance sheet at

cost and subsequently are remeasured at fair value. Derivatives are carried as assets when the

fair value is positive and as liabilities when the fair value is negative. Derivatives are recorded as

off-balance sheet accounts at the reference (notional) amount of the currency involved, Note 16.

Fair values are estimated based on prevailing market exchange and interest rates. Gains and

losses arising from changes in the fair value of derivatives are recorded in the statement of

income.

As of December 31, 2011 and 2010, Management considers that the Fund holds economic

hedging derivatives for administrative purposes, however these derivatives are recorded as

trading, recognizing gains and losses arising from their measurement at fair value in the

statement of income. Likewise, the Fund does not hold any embedded derivatives.

F-88

Notes to the financial statements (continued)

F-48

(i) Available-for-sale and held-to-maturity investments -

The initial registration and subsequent measurement of available-for-sale and held-to-maturity

investments are carried out in accordance with SBS Resolution N°10639-2008 "Rules of

classification and valuation of investments of companies in the financial system" and its

amendments.

Classification

(i.1) Available-for-sale investments

Designated as such because they are held for an indefinite period and may be sold for

purposes of liquidity or changes in interest rates, exchange rates or cost of capital; or are

not qualified to be classified as at fair value through profit and loss or held-to-maturity.

The estimated market value of available-for-sale investments is determined primarily on

the basis of market quotations or, lacking these, based on discounted cash flows using

market rates that reflect the credit quality and maturity of said investments.

(i.2) Held-to-maturity investments

Investment instruments classified in this category, must meet the following requirements:

- Acquired or reclassified for the purpose of holding them until their maturity date;

except for the cases when sale, assignment or reclassification are allowed by the

SBS.

- Companies must have the financial capacity and the intent to hold investment

instruments until their maturity.

- They must have risk classifications as required by the SBS.

- In order to classify their investments in this category, companies must assess

whether they have the financial capacity to maintain such investment instruments

until their maturity, when they decide to classify one instrument and at the closing

of each annual period.

Recording date of the transaction

Transactions related to available-for-sale and held-to-maturity investments must be recorded on

their trading date; that is, the date at which the reciprocal obligations must be fulfilled within the

term established by regulations and practices in the market in which the operation takes place.

Initial recognition

The initial recognition of available-for-sale and held-to-maturity investments are carried at fair

value plus transaction costs that are directly attributable to the acquisition of such investments.

F-89

Notes to the financial statements (continued)

F-49

Amortized cost

Any premium or discount related to these investments is considered in determining the

amortized cost using the effective interest rate method, recognizing the accrued interest in the

"Interest on available-for-sale and held-to-maturity investments” item within the “Financial

income” caption of the statement of income.

Valuation

(i.1) Available-for-sale investments

The valuation is carried at fair value and unrealized gains and losses in relation to the

amortized cost recognized in net equity.

In both cases, when the instrument is sold or gains or losses previously recognized as part

of the net equity are realized, such gains or losses are transferred to the statement of

income. On the other hand, when Management believes that the decline in market value is

permanent or is caused by credit impairment, it takes the respective allowances and

transfers the estimated loss from equity to profit and loss.

In any of the aforementioned cases, if the SBS considers it necessary to provide some

additional allowance for any type of investment, such provision will be determined by the

SBS based on each individual asset and then communicated to the Fund, and it is recorded

in the statement of income.

(i.2) Held-to-maturity investments

These investments are recorded at amortized cost, and are not updated to fair value.

Impairments are recorded individually for negative changes in the credit capacity of the

issuer, analogous to the treatment of direct loans, directly affecting the results of the

period.

When these investments are sold without complying with the requirements of the SBS

regulation and similar financial instruments are again acquired from the same issuer, they

may not be recorded in this category without authorization from the SBS.

(j) Property, furniture and equipment -

Assets in the property, furniture and equipment item are recorded at acquisition cost, less

accumulated depreciation.

Depreciation is calculated on a straight-line basis using the following estimated useful lives:

2011 2010

Installations 10 10

Buildings 25 25

Miscellaneous equipment 10 10

Computer equipment 4 4

Furniture and fixtures 10 10

Vehicles 5 5

F-90

Notes to the financial statements (continued)

F-50

Maintenance and repair costs are charged to the results of the period; all renewals and

improvements are capitalized only when disbursements improve the condition of the asset and

increase its useful life beyond the time originally estimated. The cost and related accumulated

depreciation of assets sold or retired are eliminated from the respective accounts and the gain or

loss generated is included in the statement of income.

(k) Intangible assets –

Intangible assets, included in the "Other assets" caption on the balance sheet, comprise

development and licensing of computer software used in the Fund’s operations. Software licenses

purchased by the Fund are capitalized on the basis of costs incurred to acquire and bring to use

the specific program. These intangible assets are amortized on a straight-line basis over the

estimated useful life of 4 years.

The estimated useful life and amortization method are periodically reviewed to ensure they are

consistent with the expected economic pattern of benefits of such assets.

As of December 31, 2011 and 2010, the Fund does not hold any intangible assets with indefinite

useful lives.

(l) Impairment of long-lived assets –

When events or economic changes indicate that the value of a long-lived asset may not be

recoverable, Management reviews the value of the Fund’s property, furniture and equipment and

intangible assets in order to verify that there is no permanent impairment in value. When the

book value of the asset exceeds its recoverable amount, an impairment loss shall be recognized

in the statement of income for the items of property, furniture and equipment and intangible

assets held at cost. An asset’s recoverable amount is the highest between the net selling price

and its value in use. The net selling price is the amount that can be obtained from the sale of an

asset in a free market, while the value in use is the present value of future expected cash flows

from the continued use of an asset and its disposal at the end of its useful life. In Management’s

opinion, there is no evidence of impairment in the value of such assets as of December 31, 2011

and 2010.

(m) Assets received as payments and assets seized through legal actions –

Assets received as payments were received prior to the Fund’s conversion into a corporation.

Said assets were subject to the respective allowance given the immediate realizable value

indicated in appraisals. In 2006, when the Fund became supervised by the SBS, allowances were

updated according to the provisions set out in SBS Resolution N°1535-2005.

Thereafter, additional provisions should be recorded using the following guideline:

- Assets that are not real state – a uniform monthly provision in a term of twelve months,

until providing for one hundred percent of the net seized or recovered value.

- Real estate - uniform monthly provisions over the net book value obtained at the twelfth

month. In addition, SBS Resolution N°1535-2005 allows a term extension of six months,

F-91

Notes to the financial statements (continued)

F-51

in such case, a uniform monthly provision must be made over the net book value obtained

in the eighteenth month. On both situations, provisions must be made until providing for

one hundred percent of the net book value in a term of three and a half years, starting the

date monthly provisions began to be provided.

The annual update of these assets’ fair value, determined by an independent appraiser, involves,

if necessary, the constitution of an impairment provision.

(n) Income tax and employees’ profit sharing –

Income tax and employees’ profit sharing payable (current) are calculated on the basis of the

taxable income determined for tax purposes.

Deferred tax is provided using the liability method on temporary differences at the reporting date

between the tax bases of assets and liabilities and their carrying amounts for financial reporting

purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to

apply in the year when the asset is realized or the liability is settled. The measurement of

deferred assets and deferred liabilities reflects the tax consequences that arise from the manner

in which the Fund expects, as of the date of the balance sheet, to recover or settle the carrying

amount of its assets and liabilities.

Deferred tax assets and liabilities are recognized regardless of when the timing differences are

likely to reverse. Deferred tax assets are recognized to the extent that it has become probable

that future taxable profits will allow the deferred tax asset to be recovered. As of the date of the

balance sheet, the Fund’s Management reassess the unrecognized deferred tax assets and the

carrying amount of the recognized deferred tax assets; thus recognizing a previously

unrecognized deferred tax asset to the extent that it has become probable that future taxable

profits will allow the deferred tax asset to be recovered or reducing a deferred tax asset to the

extent that is no longer probable that sufficient taxable profits will be available to allow all or part

of the deferred tax asset to be utilized.

In accordance with accounting standards, the Fund measures its deferred tax at the tax rate

applicable to its non-distributed earnings; any additional tax on dividend distributions is recorded

on the date a liability is recognized.

(o) Provisions –

Provisions are recognized when the Fund has a present obligation (legal or constructive) as a

result of a past event, it is probable that an outflow of resources embodying economic benefits

will be required to settle the obligation and a reliable estimate can be made of the amount of the

obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the best

estimation based on current information. When the effect of the time value of money is material,

the amount of the provision is equal to the present value of the future payments required to

settle the obligation.

F-92

Notes to the financial statements (continued)

F-52

(p) Deferred income –

Deferred income was generated when the CRC-PBP trusts were established in 2007, and it

mainly corresponds to the differences between the book and market value of the financial

instruments transferred by the Fund.

In accordance with SBS Resolution N°0084-2000, and the standards for the Accounting

Treatment of the Trust and the Commissions of Trust, if the trustee’s rights are greater than the

assets transferred to the trust, it will recognize a deferred gain, which shall be accrued according

to the amortization, realization and/or expiration of those rights.

(q) Contingencies -

Contingent liabilities are not recognized in the financial statements. They are disclosed in notes,

unless the possibility of an outflow of resources is remote. Contingent assets are not recorded in

the financial statements; they are disclosed if it is probable that an inflow of economic benefits

will be realized.

(r) Cash and cash equivalents -

Cash presented in the statements of cash flows includes cash and due from banks balances with

original maturities of 91 days or less, excluding due from banks included in the trusts, Note 8(b).

In the accompanying financial statements, the Fund changed its presentation of the balance of

cash and cash equivalents in relation to the financial statements submitted previously to local

regulators to comply with the accounting definition included in this paragraph.

F-93

Notes to the financial statements (continued)

F-53

(s) Revised financial statements and reclassifications –

Management has reviewed and made some reclassification and adjustments to the financial

statements as of December 31, 2010, as follows:

Reported

balances as of

12.31.2010

Reclassifications

for employees’

profit sharing,

Note 3(a)(ii.1) Adjustments

Revised

balances as of

12.31.2010

S/. (1) S/. (2) S/. (2) S/.

Balance sheet

Cash and due from banks 566,656,945 - - 566,656,945

Available-for-sale and held-to-

maturity investments, net 448,863,624 - - 448,863,624

Accounts receivable, net (Trust

Agreement - COFIDE) 1,660,227,148 - - 1,660,227,148

Other accounts receivable, net 380,661,953 - - 380,661,953

Derivate financial instruments 251,991 - - 251,991

Property, furniture and

equipment, net 2,362,225 - - 2,362,225

Deferred income tax 506,806 199,690 - 706,496

Other assets, net 3,802,808 - 4,663,967 8,466,775 _____________ _____________ _____________ _____________

Total assets 3,063,333,500 199,690 4,663,967 3,068,197,157 _____________ _____________ _____________ _____________

Total liabilities (154,004,114) (199,690) (768,666) (154,972,470) _____________ _____________ _____________ _____________

Shareholder’s equity (2,909,329,386) - (3,895,301) (2,913,224,687) _____________ _____________ _____________ _____________

Statement of income

Financial income 171,944,587 - - 171,944,587

Financial expenses (45,692,725) - (1,315,559) (47,008,284)

Administrative expenses (30,132,987) (3,896,137) 777,327 (33,251,797)

Other income and expenses (4,305,394) - - (4,305,394)

Employees’ profit sharing (3,896,137) 3,896,137 - -

Income tax (23,376,824) - 4,663,967 (18,712,857) _____________ _____________ _____________ _____________

Net income 64,540,520 - 4,125,735 68,666,255 _____________ _____________ _____________ _____________

(1) Financial statements as reported in the 2010 period, without reclassifications and adjustments.

F-94

Notes to the financial statements (continued)

F-54

(2) Adjustments to the Fund’s balances as of December 31, 2010 and for the year then ended resulting

from:

Effects in retained

earnings

S/.

Excess provision of 2010 income tax 4,663,967

Excess provision of employees’ profit sharing 777,327

Understatement of interest expenses relating to the PBP trust

assumed by the Fund

(1,545,993) (*) ____________

3,895,301 ____________

(*) Includes interest of S/.230,434 for the opening balance adjustment as of December 31, 2009.

Effects in profit

and loss

S/.

Excess provision of 2010 income tax 4,663,967

Excess provision of employees’ profit sharing 777,327

Understatement of interest expenses relating to the PBP trust

assumed by the Fund (1,315,559) ____________

4,125,735 ____________

As authorized by the SBS, the Fund’s Management revised its 2010 financial statements

to adjust the excess of recorded expenses of income tax and employees’ profit sharing in

the amount of S/.4,663,966 and S/.777,327, respectively. The 2010 excess in

provisions resulted in overstatement of the corresponding liability and net equity

captions, and understatement of net income in such amounts.

Additionally, as of December 31, 2009, the Fund adjusted the retained earnings balance

as of that date, due to an error in the PBP trust’s interest expense amounting to

S/.230,434.

4. Foreign currency transactions and exchange risk exposure

Transactions in foreign currency are carried out using exchange rates prevailing in the market. As of

December 31, 2011, the weighted average exchange rates in the market as published by the SBS for

transactions in US Dollars were S/.2.696 per US$ 1.00 bid and S/.2.697 per US$ 1.00 ask (S/.2.808

per US$ 1.00 bid and S/.2.809 per US$ 1.00 ask, as of December 31, 2010). As of December 31, 2011,

the exchange rate established by SBS to record assets and liabilities in foreign currency was S/.2.696

per US$ 1.00 (S/.2.809 per US$ 1.00 as of December 31, 2010).

F-95

Notes to the financial statements (continued)

F-55

The table below presents a detail of the Fund’s assets and liabilities stated in US Dollars:

2011 2010

US$ US$

Assets

Cash and due from banks 2,002,398 2,101,935

Accounts receivable (Trust Agreement – COFIDE) 187,661,895 211,743,980

Other accounts receivable, net (*) 19,257,140 28,120,854 ____________ ____________

208,921,433 241,966,769 ____________ ____________

Liabilities

Accounts payable 405,799 405,155

Other liabilities 470,157 594,300 ____________ ____________

875,956 999,455 ____________ ____________

Net sale position - Forwards (192,000,000) (212,500,000)

Net sale position - CRC-PBP trusts forwards in US Dollars (11,000,000) (27,000,000) ____________ ____________

Net asset position 5,045,477 1,467,314 ____________ ____________

(*) As of December 31, 2011 and 2010, this caption includes US$18,984,342 and US$27,885,233 from net

equity of the CRC-PBP trusts in US Dollars, mainly comprised of available-for-sale investments.

The net sale position of derivative transactions from forwards contracts as of December 31, 2011,

corresponds to sales operations of US Dollars whose amounts of reference approximately amounted to

US$192,000,000, equivalent to S/.517,632,000 (US$212,500,000, equivalent to S/.596,912,500 as

of December 31, 2010), Note 12.

During 2011, the Fund recorded a loss on exchange difference amounting to S/.22,875,182, which is

presented under the "Financial expenses" caption of the statement of income (a loss amounting to

S/.18,858,411 in 2010), Note 17. Also, the Fund has recorded a gain on negotiable derivative

transactions that amounted to S/.25,275,947 during 2011 (S/.10,635,232 during 2010), which is

presented in the "Financial expenses" caption of the statement of income, Note 17.

5. Cash and due from banks

This caption includes two accounts held at the Peruvian Central Bank, one in nuevos soles and another

in US Dollars, which are mainly used for transactions with COFIDE under the Trust Agreement the Fund

signed with this entity. Such accounts amount to S/.1,140,025 and S/.1,573,383 as of December 31,

2011 and 2010, respectively.

Also includes time deposits in domestic banks in nuevos soles, unrestricted and earning interest at

market rates. As of December 31, 2011, these deposits amounted to S/.40,000,000 with original

maturities of 91 days or less and S/.50,000,000 with original maturities over 91 days (nil and

S/.509,000,000 as of December 31, 2010, respectively).

F-96

Notes to the financial statements (continued)

F-56

Likewise, the Fund keeps demand and savings accounts in domestic banks, in nuevos soles and US

Dollars, unrestricted and earning interest at market rates. As of December 31, 2011, those demand and

savings accounts amount to S/.65,910,397 (S/.51,059,609 as of December 31, 2010).

As of December 31, 2011 and 2010, cash and due from banks is made up as follows:

2011 2010

S/. S/.

Peruvian Central Bank 1,140,025 1,573,383

Demand and savings accounts 65,910,397 51,059,609

Time deposits 40,000,000 -

Accrued yields 178,666 5,023,953

______________ ______________

Cash and cash equivalent 107,229,088 57,656,945

Plus:

Time deposits with original maturities over 91 days 50,000,000 509,000,000

______________ ______________

Total cash and due from banks 157,229,088 566,656,945

______________ ______________

F-97

F-98

Notes to the financial statements (continued)

F-58

(c) As of December 31, 2011, correspond to corporate bonds issued by financial institutions and

local companies denominated in nuevos soles, which have maturities between March 2012 and

July 2017 (between January 2011 and July 2017 as of December 31, 2010) and earn annual

interest rates between 5.69 and 5.90 percent (between 3.5 and 7.68 percent annually as of

December 31, 2010).

As of December 31, 2011 and 2010, those financial institutions are under the following range of

risk ratings issued by major rating agencies in the country authorized by SBS:

2011 2010

Risk rating S/. S/.

AAA 12,437,387 91,394,194

AA+ - 14,289,122

AA - 2,031,652

AA- - -

A+ - 14,715,421 _____________ ____________

Total 12,437,387 122,430,389 _____________ ____________

The detail of the estimated fair value of corporate bonds as of December 31, 2011 and 2010 is

the following:

2011 2010

S/. S/.

Scotiabank Perú S.A.A. 10,419,213 10,566,495

Corporación Financiera de Desarrollo - COFIDE 2,018,174 14,684,332

Telefónica del Perú S.A.A. - 41,965,410

Telefónica Móviles S.A. - 20,193,138

Banco Ripley Perú S.A. - 14,715,422

Cementos Lima S.A.A. - 14,289,122

Banco de Crédito del Perú - 3,984,819

Gloria S.A. - 2,031,651 _____________ ____________

Total 12,437,387 122,430,389 _____________ ____________

(d) As of December 31, 2010, corresponds to negotiable certificates of deposit issued by domestic

financial institutions denominated in nuevos soles with maturities between May and July 2011,

which accrue effective annual interest rates between 3.29 and 4.12 percent.

(e) As of December 31, 2011, correspond to certificates of deposit issued by the Peruvian Central

Bank denominated in nuevos soles with maturities between January and May 2012, which accrue

effective annual interest rates between 3.96 and 4.42 percent.

F-99

Notes to the financial statements (continued)

F-59

(f) The balance of available –for- sale and held-to- maturity investments as of December 31, 2011

and 2010, classified by maturity, is presented below:

2011 2010

S/. S/.

Due within 1 month 114,864,523 15,237,461

From 1 to 3 months 39,767,747 10,297,280

From 3 months to 1 year 47,254,833 89,980,879

From 1 year to 5 years 2,042,864 48,349,577

From 5 years to 10 years 1,171,830 134,930,784

More than 10 years - 150,067,643 ____________ _____________

205,101,797 448,863,624 ____________ ____________

(g) As of December 31, 2011 and 2010, Management has estimated the market value of available-

for-sale investments on the basis of available market quotations or, when they do not exist, by

discounting the expected cash flows with an interest rate reflecting the risk classification of the

asset.

During 2011 and 2010, revenues from recognized yields from sovereign bonds, corporate bonds,

negotiable certificates of deposit and certificates issued by the Peruvian Central Bank, are

included in the "Financial income" caption of the statement of income, Note 17.

The Fund’s Management has determined that the unrealized losses as of December 31, 2011 and

2010 are not originated by credit deterioration of the issuers but mainly due to changes in risk

free rates that were incorporated into their valuations. Consequently, there is no impairment in

the available-for-sale investments according to the accounting standards that must be

recognized as of each balance sheet date.

F-100

Notes to the financial statements (continued)

F-60

7. Accounts receivable, net (Trust Agreement - COFIDE)

(a) This caption is made up as follows:

2011 2010

S/. S/.

Nuevo Crédito MIVIVIENDA 1,555,029,041 705,572,716

Crédito MIVIVIENDA Tradicional 572,207,069 669,971,256

Crédito MIHOGAR 187,377,341 201,132,353

Crédito Complementario Techo Propio 116,934,259 82,133,601

Crédito MIVIVIENDA Estandarizado 19,691,728 21,563,732

______________ ______________

2,451,239,438 1,680,373,658

______________ ______________

Plus (less):

Accrued yields from accounts receivable 10,658,570 9,102,691

Allowance for doubtful accounts (f) (34,221,521) (29,249,201)

_______________ _______________

Total 2,427,676,487 1,660,227,148

_______________ _______________

As of December 31, 2011 and 2010, the number of borrowers is 56,700 and 47,269,

respectively. There is no significant concentration of credit risk due to the type of lending that

the Fund holds.

All these resources have been intermediated by the Fund through COFIDE under the Trust

Agreement that the Fund has with this entity. COFIDE receives the Fund’s resources to

intermediate them through intermediary financial institutions, which use them for mortgage loan

financing in accordance with Article 12 of Supreme Decree N°001-99-MTC.

(b) The composition of accounts receivable according to the characteristics of loans promoted by the

Fund is as follows:

2011 _____________________________________________________________

Products

With Credit Risk

Coverage

Without Credit Risk

Coverage Total

S/. S/. S/.

Nuevo Crédito MIVIVIENDA - 1,555,029,042 1,555,029,042

Crédito MIVIVIENDA Tradicional 5,064,461 567,142,607 572,207,068

Crédito MIHOGAR 120,178 187,257,163 187,377,341

Crédito Complementario Techo Propio 32,383 116,901,876 116,934,259

Crédito MIVIVIENDA Estandarizado - 19,691,728 19,691,728

______________ ______________ ______________

5,217,022 2,446,022,416 2,451,239,438

______________ ______________ ______________

F-101

Notes to the financial statements (continued)

F-61

2010 _____________________________________________________________

Products

With Credit Risk

Coverage

Without Credit Risk

Coverage Total

S/. S/. S/.

Nuevo Crédito MIVIVIENDA - 705,572,716 705,572,716

Crédito MIVIVIENDA Tradicional 5,067,156 664,904,099 669,971,255

Crédito MIHOGAR 65,401 201,066,952 201,132,353

Crédito Complementario Techo Propio - 82,133,602 82,133,602

Crédito MIVIVIENDA Estandarizado - 21,563,732 21,563,732

______________ ______________ ______________

5,132,557 1,675,241,101 1,680,373,658

______________ ______________ ______________

(c) Accounts receivable are classified by risk according to SBS standards in effect as of December

31, 2011 and 2010. As discussed in Note 3(d), the allowance for doubtful accounts is

determined based on the classification of both the final borrower and the intermediary financial

institution.

The table below details the classification of accounts receivable according to the final borrowers’

consolidated credit report (RCC by its acronym in Spanish):

As of December 31, 2011 As of December 31, 2010 ________________________ _________________________

Risk category Total % Total %

S/.

S/.

Normal 2,358,383,415 96.21 1,608,936,678 95.75

With potential problem 24,977,600 1.02 20,568,860 1.22

Substandard 18,571,847 0.76 14,410,526 0.86

Doubtful 23,002,119 0.94 16,576,355 0.99

Loss 26,304,457 1.07 19,881,239 1.18

_______________ _______ ______________ _______

Total 2,451,239,438 100.00 1,680,373,658 100.00

_______________ _______ ______________ _______

The classification of accounts receivable by intermediary financial institution originating

MIVIVIENDA loans is as follows:

As of December 31, 2011 As of December 31, 2010 ________________________ _________________________

Risk category Total % Total %

S/.

S/.

Normal 2,357,586,289 96.18 1,602,853,842 95.40

With potential problem 93,653,149 3.82 77,519,816 4.60

______________ _______ ______________ _______

Total 2,451,239,438 100.00 1,680,373,658 100.00

______________ _______ ______________ _______

F-102

Notes to the financial statements (continued)

F-62

(d) Interest rates applied to the products correspond to fixed rates established for the purpose of

promoting the granting of each type of loan:

2011 2010

% %

Nuevo Crédito MIVIVIENDA 6.60 6.60

Crédito MIVIVIENDA Tradicional

Crédito MIHOGAR 7.75 7.75

Crédito Complementario Techo Propio 7.60 7.60

Crédito MIVIVIENDA Estandarizado 6.00 6.00

Nuevo Crédito MIVIVIENDA 6.90 and 7.30 6.90 and 7.30

(e) The table below presents the portfolio of accounts receivable as of December 31, 2011 and

2010 classified by maturity dates:

2011 2010

S/. S/.

Outstanding

Due within 1 month 9,465,450 10,381,673

From 1 to 3 months 31,631,109 29,077,168

From 3 months to 1 year 131,426,113 54,712,258

From 1 to 3 years 445,377,920 376,051,500

More than 3 years 1,833,338,846 1,210,151,059 _________________ ________________

2,451,239,438 1,680,373,658 ________________ ________________

(f) Changes in the allowance for doubtful accounts, as determined by the classification and

percentages indicated in Note 3(d), are shown below:

2011 2010

S/. S/.

Balance at the beginning of the year 29,249,201 25,661,127

Plus (less):

Allowance recognized as expense of the year 12,343,352 13,299,702

Reversals, Note 21(a) (6,684,803) (9,215,691)

Net exchange difference (686,229) (495,937)

____________ ____________

Balance at the end of the year 34,221,521 29,249,201 ____________ ____________

In Management’s opinion, the allowance for doubtful accounts recorded as of December 31,

2011 and 2010, complies with SBS regulations for the Fund in effect as of those dates.

F-103

Notes to the financial statements (continued)

F-63

8. Other accounts receivable, net

(a) This caption is made up as follows:

2011 2010

S/. S/.

Accounts receivable from CRC-PBP trusts in nuevos soles

and US Dollars (b) 396,100,836 372,978,545

Accounts receivable from banks in liquidation (c) 119,645,220 122,133,393

Accounts receivable from Ex–CONEMINSA portfolio (d) 16,178,516 16,880,083

Recoveries from COFIDE – pending distribution (e) 1,560,740 805,913

Other accounts receivable 225,544 326,920

Accrued interest in the acquisition of investments 27,483 1,461,299 ____________ ____________

533,738,339 514,586,153 ____________ ____________

Less – Allowance for doubtful accounts (f) -

Banks in liquidation (c) (119,645,220) (119,857,894)

Ex–CONEMINSA Portfolio (d) (13,958,967) (14,064,901)

Other accounts receivable (143,047) (1,405) ____________ ____________

(133,747,234) (133,924,200) ____________ ____________

Total 399,991,105 380,661,953 ____________ ____________

(b) As of December 31, 2011, includes the balances of total assets net of liabilities of the trusts

under management (total equity and surplus (deficit) net): one CRC-PBP trust in nuevos soles

amounting to S/.312,428,719, and one CRC-PBP trust in US Dollars amounting to

S/.83,672,117 (S/.294,482,870 and S/.78,495,675, respectively, as of December 31, 2010).

Through constitutional acts signed in June 2007 by the Fund as trustee and trustor

simultaneously, both CRC-PBP trusts were constituted for the purpose of allowing the availability

of resources to fulfill the obligations of the Fund arising from the service contracts CRC and PBP

(Credit Risk Coverage - CRC and payment of the Good Payer Award - PBP) signed with certain

intermediary financial institutions, as well as allowing those resources to be managed efficiently,

according to the provisions established by the Regulation and Manual of policies and processes of

the PBP-CRC trusts; as well as the Manual of policies and procedures of investment that are part

of the appendixes of the constitutive acts.

F-104

Notes to the financial statements (continued)

F-64

Accounting for these trusts is performed in accordance with the provisions of SBS Resolution

N°980-2006 "Regulations for Fondo MIVIVIENDA S.A.", that is, in a single account in the Fund’s

balance sheet (Note 3(e)) while separate accounts are kept for control purposes as shown as

follows as of December 31, 2011 and 2010:

CRC-PBP trust - Nuevos soles 2011 2010

S/. S/.

Balance sheet

Assets

Cash and due from banks 54,956,284 56,616,603

Available-for-sale financial investments, net (*) 43,370,648 181,080,530

Held-to-maturity investments (**) 214,144,027 56,061,953

Accounts receivable 154,869 723,784 ______________ ______________

Total assets 312,625,828 294,482,870 ______________ ______________

Liabilities

Accounts payable 197,109 - ______________ ______________

Total liabilities 197,109 - ______________ ______________

Net equity and surplus

Initial equity 237,975,000 237,975,000

Surplus from collections, net 1,481,541 1,254,260

Unrealized results (191,645) (2,130,896)

Retained earnings 73,163,823 57,384,506 ______________ ______________

Total net equity and surplus 312,428,719 294,482,870 ______________ ______________

Total liabilities, net equity and surplus 312,625,828 294,482,870 ______________ ______________

(*) As of December 31, 2011, the decrease in available-for-sale investments corresponds to the sales of

bonds made from July 2011, amounting to S/.119,316,000 (nominal value).

(**) Increase in held-to-maturity investments corresponds to larger investments in negotiable certificates

of deposit. As of December of 31, 2011, CRC-PBP trust funds in nuevos soles keep negotiable

certificates of deposit issued by the Peruvian Central Bank amounting to S/.188,387,509.

F-105

Notes to the financial statements (continued)

F-65

CRC-PBP trust - Nuevos soles 2011 2010

S/. S/.

Statement of income

Income

Interest income 16,974,752 15,776,394

Valuation of investments, net 706,065 4,709,139

Revenue from sale of investments - 127,795 __________ __________

Total income 17,680,817 20,613,328 __________ __________

Expenses

Management fee (1,786,010) (1,715,098)

Tax for financial transactions (95,382) (131,440)

Miscellaneous expenses for financial services (20,108) (13,632) __________ __________

Total expenses (1,901,500) (1,860,170) __________ __________

Net surplus 15,779,317 18,753,158 __________ __________

CRC-PBP trust - US Dollars 2011 2010

S/. S/.

Balance sheet

Assets

Cash and due from banks 36,647,164 41,616,601

Available-for-sale financial investments, net (*) 5,280,770 20,137,505

Held-to-maturity investments (**) 40,531,154 16,727,478

Derivative financial instruments, net 881,900 166,058

Accounts receivable 331,129 - ____________ ____________

Total assets 83,672,117 78,647,642 ____________ ____________

Non-current liabilities

Accounts payable - 151,967 ____________ ____________

Total liabilities - 151,967 ____________ ____________

Equity and net surplus

Initial equity 71,687,200 71,687,200

Surplus from collections, net 5,241,478 4,471,125

Unrealized results 494,540 937,457

Retained earnings 6,248,899 1,399,893 ____________ ____________

Total equity and net surplus 83,672,117 78,495,675 ____________ ____________

Total liabilities, equity and net surplus 83,672,117 78,647,642 ____________ ____________

F-106

Notes to the financial statements (continued)

F-66

CRC-PBP trust - US Dollars 2011 2010

S/. S/.

Statement of income

Income

Interest revenues 4,847,077 3,060,219

Foreign currency derivatives 3,463,329 166,058

Other operating revenues - 31,504 __________ __________

Total income 8,310,406 3,257,781 __________ __________

Expenses

Exchange rate difference, net (897,426) (1,001,206)

Valuation of investments, net (***) (2,056,004) (588,204)

Management fee (482,350) (461,383)

Tax on financial transactions (20,553) (31,310)

Miscellaneous expenses for financial services (5,067) (5,056) __________ __________

Total expenses (3,461,400) (2,087,159) __________ __________

Net surplus 4,849,006 1,170,622 __________ __________

(*) Decrease in available –for- sale investments as of December 31, 2011 is explained by the maturity of

bonds issued by Corporación José R. Lindley in December 2011, for approximately US$5,000,000.

(**) Increase in held-to-maturity investments corresponds to greater investments in negotiable

certificates of deposit. As of December 31, 2011, the CRC-PBP trust in US Dollars maintains

negotiable certificates of deposit issued by the Peruvian Central Bank amounting to S/.18,445,367.

(***) Corresponds mainly to the exchange loss on investments amounting to S/.1,791,907 and loss on

investments’ valuation amounting to S/.264,096 (S/.551,715 on exchange gain and S/.1,139,920

loss on investments’ valuation as of December 31, 2010).

(c) Corresponds to accounts receivable generated by time deposits, certificates of deposit, among

others, held by the Fund’s predecessor (Note 1) with certain financial institutions that later went

into liquidation.

F-107

Notes to the financial statements (continued)

F-67

The detail of accounts receivable balances and their respective allowance, as of December 31,

2011 and 2010, is as follows:

2011 2010

S/. S/.

Capital

Banco Nuevo Mundo, in liquidation (i) 68,961,244 69,838,055

Banco República, in liquidation (i) 40,000,688 40,017,248

Banco Banex, in liquidation – in lieu of payment (ii) 8,576,168 10,093,469

Banco República, in liquidation – in lieu of payment (i) 2,107,120 2,184,621 ____________ ____________

119,645,220 122,133,393

Less: Allowance for loan losses

Banco Nuevo Mundo, in liquidation (i) (68,961,244) (69,838,055)

Banco República, in liquidation (i) (40,000,688) (40,017,248)

Banco Banex, in liquidation – in lieu of payment (ii) (8,576,168) (7,818,522)

Banco República, in liquidation – in lieu of payment (i) (2,107,120) (2,184,069) ____________ ____________

(119,645,220) (119,857,894) ____________ ____________

Net - 2,275,499 ____________ ____________

(i) During the liquidation process, conducted under the supervision and intervention of SBS, the Fund has

received property assets, real estate, and collection of loans as part payment of these debts.

Management recorded an allowance for 100 percent of the main portfolio of Banco Nuevo Mundo,

Banco República and Banco Banex, all of them under liquidation processes, and recognizes the

recoveries received based on their realization.

(ii) In previous years, the Fund received portfolios of accounts receivable from Banco Banex loans, mainly

corresponding to Corporación Transcontinental, that amounted to S/. 8,272,202. As of December 31,

2011, it has been performed a cumulative collection of the Corporación Transcontinental portfolio

which amounts to S/.3,938,428, while a balance of S/.4,333,774 was fully provisioned, since that

entity presents a doubtful credit rating according to what SBS establishes. Also, the balance includes

the portfolio of accounts receivable of other five loans that amount to S/. 356,856 and US$1,441,223

as of December 31, 2011, which has been fully provisioned (six credits per S/.4,416,646 with a

provision of S/.4,412,428 as of December 31, 2010).

Management believes that the allowance for loan losses recorded as of December 31, 2011 and

2010 sufficiently covers the risk of collectability of other accounts receivable.

(d) Corresponds to the portfolio of accounts receivable of mortgage loans granted by Compañía de

Negociaciones Mobiliarias e Inmobiliarias S.A. – CONEMINSA, which was received by the Fund

under a payment-in-kind contract signed on December 30, 2003 for its administration and

recovery.

F-108

Notes to the financial statements (continued)

F-68

(e) As of December 31, 2011 and 2010, corresponds to the net effect of the adjustments and

reversals resulting from the monthly reconciliations between COFIDE balances, which are

regularized in the following months.

(f) The changes in the allowance for other doubtful accounts, as determined by the criteria

described in Note 3(f), are presented below:

2011 2010

S/. S/.

Balance at the beginning of the year 133,924,200 158,784,054

Plus (less):

Allowance of the year 1,394,291 342,529

Write-offs - (23,576,946)

Reversals (1,571,257) (1,625,437)

____________ ____________

Balance at the end of the year 133,747,234 133,924,200 ____________ ____________

In Management’s opinion, the allowance for other doubtful accounts recorded as of December

31, 2011 and 2010, is in accordance with the standards established by SBS in effect as of those

dates.

F-109

F-110

Notes to the financial statements (continued)

F-70

10. Other assets, net

(a) This caption is made up as follows:

2011 2010

S/. S/. Revised, Note 3(s)

Assets received as payment and seized through legal

actions, net 904,520 555,766

Intangible assets, net (b) 423,082 522,813

Others (c) 1,838,350 74,469

Payment of income tax and ITAN installments (d) - 7,313,727 __________ __________

Total 3,165,952 8,466,775 __________ __________

(b) The intangible assets item comprises software and licenses for the use of computer equipment

whose total cost as of December 31, 2011 amounted to S/.3,481,814 while its cumulative

amortization amounted to S/.3,058,732 (approximated cost of S/.3,364,235 and approximated

cumulative amortization of S/.2,841,419 as of December 31, 2010). During 2011 and 2010,

acquisitions of intangible assets were mainly related to software and licenses in the amount of

S/.117,582 and S/.542,178, respectively. Such intangible assets are amortized by applying the

straight-line method based on useful lives estimated by Management, Note 3(k).

(c) Through Executive Resolution N°046-2009/ DE-FONAFE the “Plan of TIC corporate governance

for companies within the scope of FONAFE” was approved. This resolution defines the

implementation of Shared Service Center Information Technology and Communications of

FONAFE. As of December 31, 2011, this balance mainly includes the prepayment for this service

amounting to S/.1,346,407. Management estimates that the service will be rendered beginning

the first quarter of 2012.

(d) The Fund obtained the ITAN refund in October 2011 amounting to S/.5,470,474. The difference

was used against the income tax prepayments of 2011.

F-111

Notes to the financial statements (continued)

F-71

11. Other accounts payable, provisions and other liabilities

(a) This caption is made up as follows:

2011 2010

S/. S/. Revised, Note 3(s)

Other accounts payable

Contributions from FONAVI (b) 105,196,565 86,337,148

Good Payer Bonus (principal) assigned to COFIDE (c) 64,143,372 38,047,325

Good Payer Bonus (principal) received from MVCS (d) 9,932,188 11,710,000

Employees’ profit sharing payable 5,241,650 3,840,314

Eligible Household Savings transferred to technical

entities (e) 2,099,735 3,086,874

BFH to transfer to technical entities (f) 1,699,556 1,164,345

Suppliers payable 936,401 1,087,053

Resources to transfer for executed stand-by letters of

guarantee 828,211 862,925

Vacation and settlement of social benefits payable 683,053 545,754

BFH in return to transfer to MVCS and others 79,896 68,130 ____________ ____________

Total 190,840,627 146,749,868 ____________ ____________

Provisions and other liabilities

Deferred income (g) 1,510,122 2,277,497

Provision for contingencies (h) 670,506 450,088

Operations in process 40,430 11,529 ____________ ____________

Total 2,221,058 2,739,114 ____________ ____________

(b) As of December 31, 2011 and 2010, this item is made up as follows:

2011 2010

S/. S/.

FONAVI collections according to Law N°26969 (i) 96,754,139 81,032,293

FONAVI contributions pending transfer to the MEF (i) 8,156,186 5,043,542

Refund of not collected FONAVI checks (ii) 286,240 261,313 ____________ ____________

Total 105,196,565 86,337,148 ____________ ____________

(i) Mainly corresponds to the amounts assigned to the Fund from the proceeds received by the National

Superintendence of Tax Administration (Superintendencia Nacional de Administración Tributaria, or

“SUNAT” by its acronym in Spanish), related to contributions made to FONAVI by tax payers in

accordance with Law N°26969 for approximately S/.96,754,139 (S/.81,032,293 as of December 31,

F-112

Notes to the financial statements (continued)

F-72

2010). Also includes S/.8,156,186 (S/.5,043,542 as of December 31, 2010) as FONAVI contributions

pending transfer to the MEF related to contributions made to FONAVI by taxpayers who enjoy tax

stability under Law N°27071.

The changes in the balance of this caption are shown below:

2011 2010

S/. S/.

Balance at the beginning of the year 81,032,293 75,959,788

Plus (less):

Collection of the year 18,981,232 17,332,106

Contributions pending transfer to MEF (3,112,644) (5,043,542)

Returns of FONAVI contributions (146,742) -

Offset with interest receivable - (7,165,566)

Others - (50,493)

____________ ____________

Balance at the end of the year 96,754,139 81,032,293 ____________ ____________

(ii) Corresponds to checks issued from 1999 to 2011 pending of collection by the beneficiaries. These

checks were issued as reimbursement of FONAVI contributions according to SUNAT communications,

which is the entity responsible for the collection of these resources.

(c) Corresponds to the funds disbursed to COFIDE to be applied to the loans originated by

intermediary financial institutions (Crédito MIHOGAR and Nuevo Crédito MIVIVIENDA), upon the

review of compliance with the requirements of the respective regulations. Subsequently, COFIDE

reports the semiannual installments that have been applied to the final borrowers for prompt

payment of their installments under the terms of the respective program.

The changes in the balance of this caption are shown below:

2011 2010

S/. S/. Revised, Note 3(s)

Balance at the beginning of the year 38,047,325 27,866,101

Plus (less):

BBP allocation to accounts receivable of trusts to loans

disbursed 28,340,000 11,770,000

BBP allocation to accounts receivable of trusts to loans

disbursed with resources of the Fund 290,645 (40,213)

Application of BBP installments of Crédito MIHOGAR (1,216,200) (1,149,596)

Application of BBP installments of Nuevo Crédito

MIVIVIENDA (1,318,398) (398,967)

____________ ____________

Balance at the end of the year 64,143,372 38,047,325 ____________ ____________

F-113

Notes to the financial statements (continued)

F-73

(d) Corresponds to the balance of funds received from MVCS, pending allocation to beneficiaries

applying for the Fund’s products. The Fund performs the allocation of these resources through

COFIDE when disbursements are authorized to intermediary financial institutions for loans

approved. During 2011 and 2010 the amounts allocated totaled S/.28,340,000 and

S/.11,770,000, respectively.

The changes in the balance of this caption are shown below:

2011 2010

S/. S/.

Balance at the beginning of the year 11,710,000 2,770,000

Plus (less):

Resources received from MVCS during the year 26,562,188 20,710,000

BBP disbursement to COFIDE for loans allocation (28,340,000) (11,770,000)

____________ ____________

Balance at the end of the year 9,932,188 11,710,000 ____________ ____________

(e) Corresponds to the balance payable to technical institutions on behalf of eligible households who

has accessed to the Techo Propio Program, for the total amount of savings deposited by the

household in the Fund’s accounts and the Fund for Police Housing (Fondo de Vivienda Policial, or

“FOVIPOL” by its acronym in Spanish) savings accounts. As of December 31, 2011 and 2010, the

total number of households whose savings were pending to be transferred to technical entities

was 1,776 and 2,650, respectively; such deposits were regularized mostly during the first quarter

of 2012 and 2011, respectively.

(f) Corresponds to the balance due to technical institutions for the financing of the BFH, of

households that accessed to the Techo Propio Program, received from the MVCS.

(g) Mainly corresponds to the deferred income generated when the CRC-PBP trusts were established

in 2007, Note 3(p). As of December 31, 2011 and 2010, the remaining deferred income

amounts to S/.1,478,011 and S/.2,190,260, respectively. During 2011 and 2010, the Fund

recognized revenue for the realization of the deferred gain amounting to S/.647,124 and

S/.285,402, respectively.

(h) Corresponds to provisions recorded for claims related to lawsuits and probable labor

contingencies. In Management’s opinion and its legal advisors, the recorded provision is sufficient

to cover the risk of loss for such contingencies as of December 31, 2011 and 2010.

F-114

Notes to the financial statements (continued)

F-74

12. Accounts receivable and payable for derivative financial instruments

(a) The following table shows the fair value of derivative financial instruments recorded as assets or

liabilities, together with their notional amounts (nominal). The notional amount is the nominal

amount of the underlying asset of the derivative and is the basis upon which changes in value of

derivatives are measured. The notional amounts indicate the volume of transactions outstanding

at the end of the year and are not an indicator of market risk or credit risk, Note 22.

2011 __________________________________________________

Fair value ________________________________

Assets Liabilities

Notional

amount

S/. S/. S/.

Financial derivatives (b) 10,061,020 46,831 517,632,000 __________ __________ ____________

2010 __________________________________________________

Fair value ________________________________

Assets Liabilities

Notional

amount

S/. S/. S/.

Financial derivatives (b) 251,991 5,208,443 596,912,500 __________ __________ ____________

(b) Financial derivatives correspond to forward contracts in foreign currency. During 2011, net gains

on currency forward contracts amounted to S/.25,275,947 (net gains amounted to

S/.10,635,232 in 2010), and were recorded in the “Financial income” caption of the statement

of income, Note 17.

13. Equity

(a) Capital stock -

As of December 31, 2011 and 2010, the Fund's capital stock was represented by 2,889,343,941

and 2,831,257,473 common shares entirely subscribed and paid, respectively, whose nominal

value is S/.1.00 per share. Its sole shareholder is FONAFE.

On September 2, 2011, the Fund's General Shareholder Meeting agreed to capitalize

S/.58,086,468 corresponding to the profits generated in 2010.

On April 16, 2010, the Fund’s General Shareholder Meeting agreed to capitalize S/.39,265,977

corresponding to the profits generated in 2009.

(b) Legal reserve -

Pursuant to the legislation in force, the Fund must comply with a legal reserve of not less than 35

percent of its paid-in capital. This reserve is constituted through the annual transfer of at least

10 percent of the Fund’s net income and may be used only to cover accumulated losses.

F-115

Notes to the financial statements (continued)

F-75

(c) Unrealized results -

Includes the unrealized gain (loss) generated by the valuation of available-for-sale investments of

the Fund and the CRC-PBP trusts, as detailed below:

Unrealized results 2011 2010

S/. S/.

CRC–PBP trusts 298,417 (1,197,917)

Fondo MIVIVIENDA S.A., Note 6(a) 20,749 (4,666,076) ____________ ____________

319,166 (5,863,993) ____________ ____________

(d) Shareholder’s equity for legal purposes (regulatory capital) -

In June 2008, by means of Legislative Decree N°1028, the Banking Law was amended. The

amendments established that the regulatory capital of financial entities must be equal to or more

than 10 percent of the total risk-weighted assets and contingent operations, represented by the

sum of: (i) the regulatory capital requirement for market risk multiplied by 10, (ii) the regulatory

capital requirement for operational risk multiplied by 10, and (iii) the weighted assets and

contingent credits by credit risk. This calculation must include all balance sheet exposures or

assets in local or foreign currency. This ratio would be gradually implemented until July 2011,

considering the percentages and deadlines established by said Legislative Decree. As of

December 31, 2011 and 2010, the minimum requirement is 10 and 9.8 percent, respectively.

The Legislative Decree N°1028 also distinguishes, starting in 2009, between basic equity (Level

1) and supplementary equity (Level 2), depending on the definitions and limits therein

established. In Management’s opinion, these modifications are being considered in its plans and

will not have any significant impact on the Fund’s operations.

As of December 31, 2011 and 2010, pursuant to Legislative Decree N°1028, the Fund holds the

following amounts related to risk weighted assets and contingent credits by credit risk and

shareholder’s equity for legal purpose (regulatory capital basic and supplementary), expressed in

nuevos soles:

2011 2010

S/. S/.

Total risk-weighted assets and credits 2,385,225,179 2,057,361,158

Total regulatory capital 2,915,169,542 2,843,835,226

Basic regulatory capital (Tier 1) 2,915,169,542 2,843,835,226

Supplementary regulatory capital (Tier 2) - -

Basic regulatory capital as a percentage of risk-weighted

assets and credits (%)

117.52

138.23

In 2009, the SBS issued the Resolutions N°2115-2009, 6328-2009 and 14354-2009,

Regulations for Regulatory Capital Requirements for Operational Risk, Market Risk and Credit

Risk, respectively, and amendments; which went into effect starting in July 2009, with the

exception of the resolution regarding Credit Risk, which had an adjustment period until June 30,

F-116

Notes to the financial statements (continued)

F-76

2010. These resolutions established, mainly, the methodologies to be used by financial entities

to calculate the risk-weighted assets and credits for each type of risk. As of December 31, 2011

and 2010, the Fund has complied with the requirements of said resolutions.

On July 20, 2011, the SBS issued Resolution N°8425-2011, which states that in determining the

level of additional regulatory capital, financial institutions must have a process to assess the

adequacy of its regulatory capital based on their risk profile, which must follow the methodology

described in such Resolution. The requirement of additional regulatory capital shall equal the

sum of regulatory capital requirements calculated for each of the following components:

economic cycle, concentration risk, market concentration risk, interest rate risk, and others.

Financial institutions have a period of five years from July 2012 to bring their regulatory capital

to the required level.

14. Tax situation

(a) The Fund is subject to the Peruvian Tax System. As of December 31, 2011 and 2010, the

statutory income tax rate is 30 percent on taxable income, after calculating the employees’ profit

sharing, which according to prevailing standards is computed as a 5 percent of the taxable

income.

(b) Since January 1, 2010, only interests and capital gains resulting from bonds issued by the

Republic of Peru and from certificates of deposit issued by the Peruvian Central Bank used for

monetary regulation purposes are exempted from the income tax. Likewise, only interests and

capital gains resulting from bonds issued before March 11, 2007 are also exempted.

Within this context, the Income Tax Law establishes that, in order to determine the capital gain

derived from the disposal of securities acquired prior to January 1, 2010, the tax basis will be

the higher of the market price at the end of 2009 and the acquisition cost. This regulation is

applicable to legal persons when securities are sold through or outside a centralized negotiation

market in Peru.

Since 2011, the Income Tax Law was amended by Law N°29645, stating that interests and other

income generated by foreign loans granted to the national public sector, are included as an item

exempted from the income tax. In addition, with regards to unaffected interests in development

credits, such operations are those intended to fund projects or programs for development Peru’s

public infrastructure and public services as well as to finance credits for micro businesses,

according to SBS Resolution N°11356-2008 or any posterior replacing regulation.

(c) For income tax and value added tax purposes, the transfer prices agreed in transactions between

related parties and with entities residing in territories with little or no taxation must be

substantiated with documentation and information on the valuation methods used and the criteria

considered for their determination. Based on the analysis of the Fund’s operations, in

Management’s opinion, no significant contingencies will result for the Fund as of December 31,

2011 and 2010.

F-117

Notes to the financial statements (continued)

F-77

(d) The Tax Authority is entitled to review and, if applicable, amend the income tax calculated by the

Fund up to four years after the tax return was filed. According to this, the income tax and value

added tax returns for the years 2007 to 2011 are pending review by the Tax Authority. Due to

the interpretations likely to be given by the Tax Authority on current legal regulations, it is not

possible to determine whether the reviews to be conducted will result or not in liabilities for the

Fund, therefore, any increased tax or surcharge that could arise from possible tax reviews will be

applied to the results of the year in which is determined.

(e) As of December 31, 2011, the Fund shows a balance of income tax payable for the year 2011

amounting to S/.10,683,537, included in the “Obligations with the public” caption of the balance

sheet.

15. Deferred income tax

(a) The following are the components that originate the deferred income tax as of December 31,

2011 and 2010:

2011 2010

S/. S/.

Revised, Note 3(s)

Deferred asset

Generic allowance for doubtful accounts 675,926 5,994,322

Provision for vacation and others 1,213,447 506,929 __________ ___________

1,889,373 6,501,251 __________ ___________

Deferred liabilities

Reversal of provisions for assets received as payment and

seized through legal actions - (4,495,577)

Other (152,372) (1,299,178) __________ ____________

(152,372) (5,794,755) __________ ____________

Net deferred asset 1,737,001 706,496 __________ ____________

In Management’s opinion, the deferred asset for income tax will be recovered through taxable

income generated by the Fund in the future periods.

F-118

Notes to the financial statements (continued)

F-78

(b) The income tax composition in the statement of income for the years ended December 31, 2011

and 2010 is as follows:

Income Tax _______________________________________

2011 2010

S/. S/.

Revised, Note 3(s)

Current 29,869,065 21,834,963

Deferred 449,340 (3,122,106) _____________ _____________

Total 30,318,405 18,712,857 _____________ _____________

(c) Below is the reconciliation of the effective rate of income tax with the prevailing tax rate:

2011 2010 _____________________________ _____________________________

S/. % S/. %

Revised,

Note 3(s) Income before Income tax 113,341,339 100.00 87,379,112 100.00

___________ ________ ___________ _______

Theoretical tax 34,002,402 30.00 26,213,734 30.00

Add (less)

Net effect of permanent items (4,314,722) (3.81) (4,653,396) (5.33)

Others 630,725 0.56 (2,847,481) (3.26) ___________ _______ ___________ _______

Income tax 30,318,405 26.75 18,712,857 21.41 ___________ _______ ___________ _______

F-119

Notes to the financial statements (continued)

F-79

16. Contingent and off-balance sheet accounts

(a) This caption is made up as follows:

2011 2010

S/. S/.

Contingent

Forwards (b), Note 12 517,632,000 596,912,500

Litigation and claims - - ______________ ______________

Total contingent 517,632,000 596,912,500 ______________ ______________

Off-balance sheet accounts

Stand-by letters of credit and surety bonds received as

guarantee (c) 379,698,703 483,652,440

CRC-PBP trusts in nuevos soles and US Dollars (d), Note

8(b) 396,100,836 372,978,545

Employer contribution debt (e) 64,781,307 64,781,307

Uncollectible accounts written-off (f) 28,018,368 28,018,368

Mortgage guarantees received (g) 2,909,640 10,540,938

Ex-CONEMINSA Portfolio – judicial collection and yields and

other accounts receivables (h) 8,467,502 8,428,765

Securities in custody 4,564,684 4,564,684

Existing contracts signed with suppliers 7,672,403 3,737,035

Funds received from MVCS – BFH 1,699,556 1,146,344

Other minors, net 435,613 410,670 _____________ ______________

Total off-balance sheet accounts 894,348,612 978,259,096 ______________ ______________

Trusts

Fund Law N°27677 (i) 816,204,055 769,060,364

CRC-PBP trusts (j), Note 8 832,230,093 755,266,169

Las Garzas trust (k) 25,296,594 28,257,080 ______________ ______________

Total trusts 1,673,730,742 1,552,583,613 ______________ ______________

Total off-balance sheet accounts 3,085,711,354 3,127,755,209 ______________ ______________

(b) As of December 31, 2011 and 2010, corresponds to the commitment on the forward

transactions of US Dollars sales contracted by the Fund in order to economically hedge its

accounts receivable in US Dollars, which amounted to US$192,000,000 and US$212,500,000,

respectively.

(c) As of December 31, 2011 and 2010, correspond to the stand-by letters of credit and surety

bonds received as guarantee from the Technical Agencies under the contracts signed by the

Techo Propio Program over the BFH and the Household Savings product, as well as letters of

guarantee for the compliance of purchase of goods and services contracts.

F-120

Notes to the financial statements (continued)

F-80

(d) Corresponds to the recognition of the rights acquired in connection with the establishment of the

CRC-PBP trusts in 2007, that had total asset values of S/.312,428,719 and S/.83,672,117,

respectively, as of December 31, 2011 (S/.294,482,870 and S/.78,495,675 as of December 31,

2010, respectively), Note 8(b).

(e) As of December 31, 2011 and 2010, corresponds to a claim the Fund filed with the MEF on

contributions to FONAVI - Employer Contributions, as provided by Law N°26969 – FONAVI

Liquidation Law, which were considered that should have been granted to the Fund.

(f) As of December 31, 2011, corresponds mainly to the written-off of balances receivable (principal

and interest) from Banco Banex and Banco Orión, both undergoing liquidation, for

S/.23,576,946 and S/.4,441,422, which were recorded in the “Other accounts receivable”

caption as of December 31, 2009, respectively, according to a Management agreement signed in

July 2010.

(g) As of December 31, 2011 and 2010, corresponds to mortgage guarantees received from

financial institutions undergoing liquidation for the loan portfolio that the Fund maintained with

them.

(h) As of December 31, 2011 and 2010, corresponds to the accrued interest of overdue portfolio of

Ex-CONEMINSA and "Other accounts receivable".

(i) As of December 31, 2011 and 2010, correspond to the value of total net assets of the

"Patrimonio Fondo Ley" which includes the results of the period that amount to a gain of

S/.16,809,416 and a loss of S/.13,753.309, respectively. The Fund Law N°27677 was

constituted by Public Deed dated February 13, 2002, with the resources transferred to the Fund

from the liquidation of FONAVI, for their administration, recovery and intermediation through the

intermediary financial institutions. Both trusts under administration were constituted through

Public Deed dated June 11, 2007, in order to allow the availability of resources to meet the

obligations of the Fund arising from service contracts of the CRC and PBP which were entered

into with certain financial institutions as well as to allow those resources to be efficiently

managed.

F-121

Notes to the financial statements (continued)

F-81

(j) As of December 31, 2011, corresponds to the assets, liabilities, equity (without net income),

expenses and gains of the trusts under administration which are called CRC-PBP trusts in nuevos

soles and US Dollars, as indicated in the accounting manual prescribed by the SBS. This caption in

made up as follows:

2011 2010

S/. S/. Revised,

Note 3(s)

Assets 396,297,945 373,134,040

Liabilities 197,109 155,495

Equity (without net income) 375,472,512 353,054,766

Expenses 19,817,102 4,499,044

Gains 40,445,425 24,422,824 _____________ _____________

Total 832,230,093 755,266,169 _____________ _____________

(k) Real estate trust in which Banco de Comercio acted as trustee since its inception in 2006 until

October 6, 2010. Through minute issued on October 7, 2010, Banco de Comercio waived its role

as trustee and transferred to the Fund the trust equity and resigned from its role as trustee.

Thus, starting at that date the Fund is responsible for keeping the accounting records as part of

its fiduciary role.

17. Financial income and expenses

This caption is made up as follows:

2011 2010

S/. S/. Revised, Note 3(s)

Financial income

Income from accounts receivable (Trust Agreement – COFIDE) 117,691,752 77,153,611

Gain on derivatives, Note 12 25,275,947 10,635,232

Gain on trusts participation 20,628,323 19,923,780

Interest from cash and due from banks 16,209,523 11,352,742

Interest from available-for-sale and held-to-maturity investments 15,817,197 43,981,016

Other commissions 6,164,263 6,440,981

Indexation readjustment 2,983,389 1,665,736

Other financial income 1,347,675 791,489 _____________ _____________

Total 206,118,069 171,944,587 _____________ _____________

Financial expenses

Good Payer Award – own resources (29,126,800) (26,144,066)

Net loss of exchange rate difference, Note 12 (22,875,182) (18,858,411)

Net result on investments’ valuation (8,162,488) (1,982,662)

Other financial expenses (340,554) (23,145) _____________ _____________

Total (60,505,024) (47,008,284) _____________ _____________

Gross financial margin 145,613,045 124,936,303 _____________ _____________

F-122

Notes to the financial statements (continued)

F-82

18. Financial services revenues

Correspond mainly to commissions charged by the Fund for the administration of the assets in the

trusts, mainly from the CRC-PBP trusts, for which the Fund receives from the intermediary financial

institutions a monthly commission equivalent to 0.05 percent of the trusts’ net equity at the end of each

month which is charged to the CRC-PBP trusts.

19. Administrative expenses

(a) This caption is made up as follows:

2011 2010

S/. S/. Revised, Note 3(s)

Personnel and Board of Directors expenses (b) 15,269,430 11,630,353

Services received from third parties (c) 14,319,189 20,198,453

Taxes and contributions 533,784 1,422,991 ___________ ___________

Total 30,122,403 33,251,797 ___________ ___________

(b) The composition of the “Personnel and Board of Directors expenses” caption is presented below:

2011 2010

S/. S/.

Salaries 6,793,199 5,245,506

Employees’ profit sharing 5,240,187 3,118,810

Gratuities 1,095,497 903,284

Severance indemnities 638,317 535,173

Payroll taxes 606,435 510,000

Vacation 568,152 456,841

Training 164,526 196,648

Other 163,117 664,091 ____________ ____________

15,269,430 11,630,353 ____________ ____________

The average number of employees for the years 2011 and 2010 was 89 and 68, respectively.

According to legal regulation in force, the Fund distributes 5 percent of taxable income as

employees’ profit sharing.

F-123

Notes to the financial statements (continued)

F-83

(c) The composition of the “Services received from third parties” caption is presented below:

2011 2010

S/. S/.

Consulting services 5,892,446 8,007,193

Advertisement 2,714,937 7,126,474

Renting of goods and property 1,165,423 892,152

Repair and maintenance 640,673 642,019

Guarding and protection 580,338 504,014

Communications 510,524 394,635

Insurance 308,123 311,573

Courier services 267,065 110,551

Office supplies 179,185 148,648

Telemarketing services 151,734 95,625

Other expenses 1,908,741 1,965,569 ___________ ___________

Total 14,319,189 20,198,453 ___________ ___________

20. Other provisions

Corresponds to the allowance for assets received as payment and seized through legal actions according

to regulations issued by the SBS and provisions for litigation and claims.

21. Other income, net

(a) This caption is made up as follows:

2011 2010

S/. S/.

Other income

Reversal of provisions for accounts receivable (Trust

Agreement – COFIDE)

6,684,803 9,215,691

Deferred income tax 1,479,845 -

Other minor income 2,317,988 2,490,199 ___________ ___________

Total 10,482,636 11,705,890 ___________ ___________

Other expenses

PBP yield (b) - (3,297,416)

Other minor expenses (321,808) (2,709) ___________ ___________

Total (321,808) (3,300,125) ___________ ___________

Total other income, net 10,160,828 8,405,765 ___________ ___________

(b) In 2010, corresponds to the yields from the Good Payer Award related to the Crédito MIHOGAR

product (discontinued in 2009) accumulated as of December 31, 2009, which were recorded as

"Other accounts receivable”.

F-124

Notes to the financial statements (continued)

F-84

22. Risk assessment

The Fund's activities are mainly related to the placement of its resources to generate mortgage loans

through domestic intermediary financial institutions, which evaluates and assigns long-term credit lines.

It also participates in promotion of the construction and acquisition of homes, and manages funds

received from the state as well as its own funds, investing primarily in fixed income investments, in

order to monetize and preserve its value in time, thus ensuring sufficient liquidity to meet its obligations

and credit activities.

In this sense, the Fund is exposed to various risks such as operational risk, credit risk, liquidity risk and

market risk, among others. The Fund has established a Risk Office to manage these risks through a

process of identifying, measuring and continuously monitoring, subject to risk limits and other controls.

This risk management process is critical to the continued profitability of the Fund and each person

within the Fund is responsible for the risk exposures relating to their duties.

Market risk

The Fund is exposed to market risk, which is the risk that the fair value or the cash flows of a financial

instrument fluctuate due to changes in market prices. Market risk arises from the balance sheet

positions assigned to interest rates and currency risk. The latter risk remains even when the Fund does

not grant loans in US Dollars, because it still has a remaining balance of loans granted in that currency

under the Traditional MIVIVIENDA product.

The Fund applies the "Value at Risk - VAR" methodology to calculate the maximum expected loss that

might occur, based on assumptions for a variety of changes in market conditions. Management sets the

value at risk limits that are acceptable, which are monitored daily.

The Fund establishes policies and procedures to control market risk and liquidity risk, as well as setting

limits on certain operations to improve their overall management process.

Liquidity risk

The Fund is exposed to daily withdrawal of its available cash resources from demand accounts, loans

and other withdrawals. The Fund does not maintain cash resources to meet all of these needs, as

experience shows that a minimum level of reinvestment of maturing funds can be predicted with a high

level of certainty. Management sets limits on the minimum proportion of funds that need to be available

to meet the payment of obligations and to cover unexpected levels of withdrawals; and daily monitors

the liquidity requirements based on these limits.

The procedure of matching and controlling mismatches of the maturities and interest rates of assets and

liabilities is essential to the Fund’s management. Nevertheless, it is unusual for financial institutions to

be fully matched, as transacted business is often based on uncertain terms and several types of

transactions performed. An open position in the terms could potentially increase profitability, but it also

increases the risk of losses.

F-125

Notes to the financial statements (continued)

F-85

The liquidity ratio of the Fund is an operating indicator because the average loans that are

intermediated to the domestic financial institutions through COFIDE are considered as obligations. As of

December 31, 2011 and 2010, the Fund has no financial liabilities or obligations, but has implemented

the control of its liquidity ratio under the considerations of the ability to meet the demands of granting

loans to final borrowers through intermediary financial institutions using its own funds.

The notes to the financial statements include an analysis of relevant assets of the Fund grouped

according to their contractual maturity.

Cash flow risk and fair value of interest rate changes

The cash flow interest rate risk is the risk that the cash flows of a financial instrument fluctuate due to

changes in market interest rates. The risk of fair value interest rates is the risk that the value of a

financial instrument may fluctuate due to changes in market interest rates.

Control and monitoring of interest rates risks of the investment portfolio in fixed income is performed by

calculating the value at risk (VAR) and ensuring that the VAR does not exceed the internal limit

established as a percentage of the Fund’s regulatory capital. Additionally, the Risk Office controls that

the indicators of "Stop Loss" and "Take Profit" of the debt instruments are settled.

The Risk Office measures the sensitivity of the Fund’s balance to interest rate risk through the

regulatory appendices required monthly by the SBS, such as the calculation of gaps and sensitivity

analysis of gaps to changes in interest rates. The distribution of balance accounts aimed to prepare the

appendixes is made under assumptions of distribution according to maturities. These assumptions are

contained in an internal methodology approved by the Risk Committee. In addition, the Fund has

internal limits on risk equity that seeks limit the risk of interest rate balance.

The Fund keeps positions that are affected by the effects of fluctuations in the levels of market interest

rates on its financial position and cash flows. Interest margins may increase as a result of such changes

but may reduce or create losses in case of unexpected fluctuations. Management sets limits on the level

of mismatch to changes in interest rates that can be assumed, which are monitored daily; however, it is

important to consider that the Fund presents no financing.

Resources to fund lending operations are derived from the Fund’s own resources and, in some products,

from transfers from state-owned entities. Accounts receivable and accounts payable are subject to risks

from fluctuations in interest rates. The characteristics of maturity and interest rates of the main

relevant contractual financial instruments are indicated in the respective notes to the financial

statements.

Exchange rate risk

The Fund is exposed to the effects of fluctuations in foreign currency exchange prevailing on its

financial position and cash flows. Management sets limits on levels of exposure by currency and total

daily operations which are monitored daily.

F-126

Notes to the financial statements (continued)

F-86

Most assets and liabilities are maintained in local currency. Foreign currency transactions are performed

at prevailing market rates. The Fund’s exchange risk is primarily related to MIVIVIENDA Tradicional

loans denominated in US Dollars; this product was discontinued; however there are still outstanding

balances according to the original amortization schedules of the loans. In order to mitigate exchange

rate risk exposure, the Fund performs forward exchange transactions to manage its exchange rate risk.

As of December 31, 2011 and 2010, the Fund's assets and liabilities in foreign currency are presented

in Note 4.

Operational risk

It is caused by aspects related to human resources, processes and procedures, information technology

and external aspects.

The operational risk is managed by each of the managers and/or offices of the Fund in coordination with

the Risk Office, which establishes the operational risk methodologies to be applied and determines a

qualitative and quantitative risks and controls. Also, they regularly report to the Board the main risks

and their corresponding mitigation. The Fund has designed and operates a database of operational risk

losses for the orderly records and analysis of the entity’s risk causing events. Finally, the Fund manages

the System of Information Security Management and the System Business Continuity Management.

Credit risk

The Fund intermediates its resources for mortgage lending through COFIDE, placing credit lines to

intermediary financial institutions who originate mortgage loans, which are evaluated by the Risk Office

and approved by a Risk Committee.

The individual exposure and risk for each intermediary financial institution, including loans placements

and investments, is established by sub-limits per product, so that credit risk exposures are monitored

and reviewed regularly.

Credit lines granted by the Fund are managed through established and developed criteria assessments,

focusing on liquidity, solvency, asset quality and affordability of financial institutions, among others.

The Fund also takes positions subject to credit risk, which is the risk that a debtor and an intermediary

financial institution cannot meet all payments at maturity, for which the Fund records provisions for

losses that have been incurred at the balance sheet date. Significant changes in the economy or in the

situation of a particular industry segment that represents a concentration of the portfolio (real estate

and construction), could cause losses different from those recorded at the balance sheet date, so that

Management continuously monitors the Fund’s exposure to credit risk.

The Fund structures levels of credit risk it assumes by establishing funding amounts in accordance with

its credit policies and parameters, in relation with the debtor and the intermediary financial institutions.

Such risks are constantly monitored and subject to frequent review.

F-127

Notes to the financial statements (continued)

F-87

The Fund’s exposure to credit risk is managed through the continuous analysis of the ability of

borrowers and intermediary financial institutions to make payments of interest and principal on their

obligations and by changing lending limits when appropriate. In the calculation of provisions and

monitoring and review of loan portfolio, Management monitors up to the final beneficiary or direct client

of the IFI.

As of December 31, 2011 and 2010, Management has estimated that the maximum amount of credit

risk that the Fund is exposed to represents the book value of financial assets that have a potential credit

risk and are mainly bank deposits that earn interest, accounts receivable (Trust Agreement – COFIDE)

and other assets that represent financial instruments.

23. Contingencies

As of December 31, 2011 and 2010, the Fund has the following contingencies:

(a) Several labor proceedings relating to lawsuits for payment of profits and repayment of employee

benefits for S/.1,007,060 (S/.533,952 as of December 31, 2010), recording a provision of

S/.233,576 as of December 31, 2011. The Fund also has civil actions for S/.32,499 (S/.61,580

as of December 31, 2010).

(b) Several constitutional proceedings (writs of amparo) related to labor rights restitution to former

employees of the Fund. Also, proceedings caused by discrimination in the right to participate in

tender and procurement processes, and cancellation of the registration of technical institutions

due to infringements committed.

(c) Administrative proceeding commenced by the Consortium DHMONT & CG & M S.A.C. challenging

an administrative decision, in which the plaintiff seeks the invalidation of the communication

letter where the Fund denied the return of the letter of guarantee issued in its favor to guarantee

and to comply with the requirement to file appeal in the tender (Collique Airfield project)

convened by the Fund and in which the consortium participated. The amount of the claim

amounts to S/.4,869,754.

In Management’s opinion and its legal advisors, these proceedings will not result in significant liabilities

additional to those recorded in the accompanying financial statements.

24. Fair value

Fair value is defined as the amount for which an asset could be exchanged or a liability settled between

knowledgeable willing parties in an arm’s length transaction, on an on-going basis.

When a financial instrument is traded in an active and liquid market, its quoted market price in an actual

transaction provides the best evidence of its fair value. When a quoted market price is not available, or

may not be indicative of the fair value of the financial instrument, other estimation techniques may be

used to determine such fair value, including the current market value of another financial instrument

that is substantially similar, discounted cash flow analysis or other techniques applicable thereto, all of

which are significantly affected by the assumptions used. Although Management uses its best judgment

in estimating the fair value of these financial instruments, there are inherent weaknesses in any

F-128

Notes to the financial statements (continued)

F-88

estimation technique. As a result, the fair value may not be indicative of the net realizable or settlement

value of said instruments.

A significant portion of the assets and liabilities of the Fund are short-term financial instruments, with a

remaining maturity of less than one year. Therefore, these short-term financial instruments are

considered to have a fair value equivalent to their book value at the balance sheet dates, except for

those that are traded in an active market.

The methodologies and assumptions used to determine fair values depend on the terms and risk

characteristics of the various financial instruments as detailed below:

- Cash and due from banks represent cash and short-term deposits that do not represent

significant credit risk; as result, their book value is equivalent to their estimated market value.

- Available-for-sale investments are recorded at their estimated market value; thus, their book and

fair values are the same.

- Held-to-maturity investments are classified as current assets, since they mature between

January and May 2012; thus, it is estimated that their book values do not differ significantly

from their respective market values.

- The estimated market value of accounts receivable, net (Trust Agreement – COFIDE) results from

applying an interest rate of approximately 5.37 percent as of December 31, 2011 (5.34 percent

as of December 31, 2010) on their gross book values, Note 7.

- The market value of obligations is similar to their book values due, mainly, to their current

maturities and interest rates, which are comparable to other similar liabilities at the date of the

balance sheet.

- Other accounts payable, provisions and other liabilities do not bear interest. As a result, it is

estimated that their book values do not differ significantly from their market values.

- The Fund records its transactions with derivative financial instruments at their estimated market

value, and thus there is no difference with their book value.

Based on said analysis, Management considers that as of December 31, 2011 and of 2010, the

estimated values of the financial instruments of the Fund do not differ significantly from their book

values, except for the case of certain financial instruments as it is explained in the previous paragraphs.

F-129

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F-130

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OTH

ER A

SSET

S

5

6

6

7 8

9 10

11

17

12

O

BLI

GAT

ION

S W

ITH

THE

PU

BLIC

Dem

and

depo

sits

Sav

ing

Acc

ount

Dep

osits

Long

-ter

m S

avin

g A

ccou

nt D

epos

its

Oth

er li

abili

ties

INTE

RB

ANK

FU

ND

S D

EPO

SITS

OF

COM

PAN

IES

FRO

M T

HE

FIN

ANC

IAL

SYST

EM A

ND

IN

TER

NAT

ION

AL F

INAN

CIA

L O

RG

ANIZ

ATIO

NS

Dem

and

depo

sits

Sav

ing

depo

sits

T

ime

depo

sits

DU

E TO

BAN

KS

AND

FIN

ANC

IAL

OB

LIG

ATIO

NS

Due

s an

d ob

ligat

ions

with

the

Per

uvia

n C

entr

al B

ank

D

ues

and

oblig

atio

ns w

ith d

omes

tic b

anks

D

ues

and

oblig

atio

ns w

ith f

orei

gn b

anks

O

ther

due

s an

d ob

ligat

ions

of

the

coun

try

and

abro

ad.

Sec

uriti

es

TRAD

ING

DER

IVAT

IVE

FIN

ANC

IAL

INST

RU

MEN

T H

EDG

ING

DER

IVAT

IVE

FIN

ANC

IAL

INST

RU

MEN

T

ACC

OU

NTS

PAY

AB

LES

PR

OVI

SIO

NS

Pro

visi

on f

or

Con

tinge

nt L

oans

Pro

visi

on f

or la

wsu

its a

nd d

ispu

tes

Oth

ers

CU

RR

ENT

INCO

ME

TAXE

S D

EFER

RED

INC

OM

E TA

XES

OTH

ER L

IAB

ILIT

IES

TOTA

L LI

ABIL

ITIE

S

SHAR

EHO

LDER

’S E

QU

ITY

Cap

ital s

tock

Add

ition

al c

apita

l

Tre

asur

y st

ocks

in p

ortf

olio

Lega

l Res

erve

Ret

aine

d ea

rnin

gs

Net

Inc

ome

Adj

ustm

ents

to

Equ

ity

TO

TA

L S

HA

RE

HO

LDE

R’S

EQ

UIT

Y

13

14

14

14

15

799,

259

340,

477

269

109

0

20

,204

779

,03

4 0 0

21 0

0 2

340

,47

5 0 0

0 0

0 0 0

269

0

0 0 0

109

0

0

0 0

0

0

0

0

0

0 0

0 0

1,28

4,69

4 21

5,59

7 0 0

0

0 0

1,2

84,

694 0 0

266

,37

4

0 0

2

15,5

97

0 0 0 0 0

241

,71

0

298,

462

0

0

2

98,4

62

4,8

03

0

0 0

0 0

0 0 0 0 0 0 0 0

0 0 0 0 0 0 0

5,7

53

9,8

13

2,0

09

0

886

8,9

27

2,2

27 0

8,6

41

0

826

1,1

83

9,7

32 0

9,3

82

3,5

73,

353

3,2

15,

447

3

,49

0,27

8

83

,075

3

,21

2,23

2

3,2

15

1

,57

2,01

8

478

,53

9

2

,96

8,16

0 34 0

34

,117

92

,470

21

,837

-1,4

79

2

,96

8,16

0

34 0

34

,117

967

91

,660

0

0 0

0 0

0 0

0 0

0 0 0

1,2

55

386

0 0

7,8

16 0

1,8

23

0 0 0

1,3

56

326

0 0

7,2

10 0

2,9

08

3,11

5,13

9 3,

094,

938

TOTA

L AS

SETS

4,6

87,

157

3,5

73,

477

TOTA

L LI

ABIL

ITIE

S AN

DSH

AREH

OLD

ER’S

EQ

UITY

4,68

7,15

7 3,

573,

477

F-131

Note

For the specific quarter from January

1st to March 31st 2013

For the specific quarter from January 1st to March 31st

2012

For the accumulated period from January 1st

to March 31st 2013

For the accumulated period from January 1st

to March 31st 2012

18

19

20

21

22

23

24

25

5,677

0

0

1,858

22

0

0

48,086

149

3,027

0

0

236

1,362

0

0

40,737

298

5,677

0

0

1,858

22

0

0

48,086

149

3,027

0

0

236

1,362

0

0

40,737

298

55,792 45,660 55,792 45,660

0

0

0

0

0

0

0

0

-8,054 -746 -8,054 -746

0

-443 0

0

0

-7,611

0

0

-8,800

0

-746 0

0

0

0

0

0

-7,637

-443

0

0

0

-7,611

0

0

-8,800

0

-746 0

0

0

0

0

0

-7,637

-16,854 -8,383 -16,854 -8,383

38,938 37,277 38,938 37,277

0 0 0 0

38,938 37,277 38,938 37,277

1,615 2,125 1,615 2,125

0

125

1,490

0

2,110

15

0

125

1,490

0

2,110

15

-18 -23 -18 -23

0

0

0

-18

0

0

0

-23

0

0

0

-18

0

0

0

-23

40,535 39,379 40,535 39,379

798 3,036 798 3,036

0

0

0

0

-2,128

0

1,938

988

0

0

-50

0

6,842

0

-3,952

196

0

0

0

0

-2,128

0

1,938

988

0

0

-50

0

6,842

0

-3,952

196

41,333 42,415 41,333 42,415

-3,981 -4,489

-54 -161

-3,917 -4,248

-97 -148

-3,981 -4,489

-54 -161

-3,917 -4,248

-97 -148

32,648 34,005 32,648 34,005

0 -4,049

0 0 0 0 0

-51 -62

0

-4,186 0 0 0 0 0 0

-33

0

-4,049 0 0 0 0 0

-51 -62

0

-4,186 0 0 0 0 0 0

-33

28,486 29,786 28,486 29,786 353 16 353 16

28,839 29,802 28,839 29,802 -7,002 -7,369 -7,002 -7,369 21,837 22,433 21,837 22,433

0.007 0.008 0.007 0.008

0.007 0.008 0.007 0.008

Fondo MIVIVIENDA S.A. Statement of Income

For the periods completed in March 31st 2013 and 2012 (in thousands of Nuevos Soles)

Interests Income

Available

Interbank funds

Investments at fair value with changes in results

Available-for-sale investments

Held-to-maturity investments

Direct loans Portfolio

Hedging transactions income

Accounts receivables

Other financial Income

TOTAL INTEREST INCOME

INTEREST EXPENSES

Obligations with the public

Interbank funds

Deposits of companies from the financial system and international financial organizations

Due to banks and financial obligations

Dues and obligations with the Peruvian Central Bank

Dues and obligations of domestic banks

Dues and obligations with foreign banks

Other dues and obligations of the country and abroad.

Commissions and other charges of dues and financial obligations

Securities and outstanding liabilities

Interests of accounts payable

Hedging transaction income

Other financial expenses

TOTAL INTEREST EXPENSES

GROSS FINANCIAL MARGIN

(-) Provisions for direct loans

NET FINANCIAL MARGIN

FINANCIAL SERVICE REVENUES

Indirect loans income

Trusts income

Miscellaneous income

FINANCIAL SERVICES EXPENSES

Indirect loans expenses

Trusts expenses

Premium for the deposit insurance fund

Miscellaneous expenses

NET FINANCIAL MARGIN OF FINANCIAL SERVICES REVENUES AND EXPENSES

FINANCIAL OPERATING INCOME

Investments at fair value through profit and loss

Investments at fair value through profit and loss

Investments in commodities

Available-for-sale investments

Trading derivative instruments

Income of hedging derivative instruments

Profits (losses) in shares

Profit-loss of exchange rate difference

Others

OPERATING MARGIN

ADMINISTRATIVE EXPENSES

Personnel and board of directors expenses

Services received from third parties

Taxes and contributions

DEPRECIATIONS AND AMORTIZATIONS NET OPERATING MARGIN

VALUATION OF ASSETS AND PROVISIONS

Provisions for indirect loans

Provisions for uncollectibility of account receivables

Provision for realizable, received in payment, recovered, awarded and other assets

Provision for noncurrent assets kept for sale

Investment impairment

Impairment of property, furniture and equipment

Impairment of intangible assets Provisions of lawsuits and

disputes Other provisions

OPERATING INCOME Other income and expenses

INCOME BEFORE INCOME TAX INCOME TAX

NET INCOME

Basic earnings per share

Diluted earnings per share

F-132

Fond

o M

IVIV

IEN

DA

S.A.

Stat

emen

t of C

hang

es in

Sha

reho

lder

’s

Equi

ty

For t

he p

erio

ds c

ompl

eted

in M

arch

31s

t 201

3 an

d 20

12

(in

thou

sand

s of

Nue

vos

Sole

s)

C

apita

l Sto

ck

Add

ition

al c

apita

l T

reas

ury

Sto

ck

Res

erve

s

Ret

aine

d ea

rnin

gs

Net

Inc

ome

Adj

ustm

ents

to E

quity

Tot

al n

et

Sha

reho

lder

’s

equi

ty

Le

gal

rese

rve

V

olun

tary

re

serv

es

E

xcha

nge

diffe

renc

es o

n tr

ansl

atio

n of

fo

reig

n op

erat

ions

Gai

ns (

loss

es)

of in

vest

men

ts in

eq

uity

in

stru

men

ts a

t fa

ir va

lue

Cas

h flo

w

hedg

ing

Hed

ging

of

net

inve

stm

ent

of

fore

ign

busi

ness

Par

ticip

atio

n in

an

othe

r co

mpr

ehen

sive

in

com

e of

af

filia

tes,

as

soci

ates

and

jo

int v

entu

res

Rev

alua

tion

Sur

plus

Oth

er

adju

stm

ents

Tot

al

adju

stm

ents

to

Sha

reho

lder

’s

equi

ty

Bal

ance

as

of J

anua

ry 1

st 2

012

1.

A

djus

tmen

ts d

ue t

o ch

ange

s in

the

acco

untin

g po

licy

2.

A

djus

tmen

ts d

ue to

cor

rect

ion

of e

rror

s

2,88

9,34

4 34

0

25,8

15

0 87

,437

0

0 0

0 0

0 0

0 0

3,00

2,63

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 3.

Initi

al b

alan

ce a

fter

adju

stm

ents

2,

889,

344

34

0 25

,815

0

87,4

37

0 0

0 0

0 0

0 0

0 3,

002,

630

4.

C

hang

es in

the

equi

ty:

5.

C

ompr

ehen

sive

inco

me:

6.

Inco

me

22

,433

22

,433

7.

Oth

er c

ompr

ehen

sive

inco

me

0

0 0

0 0

0 0

0 0

8.

T

otal

com

preh

ensi

ve in

com

e

0 0

0 0

0 0

0 0

3,02

5,06

3 9.

Cha

nges

in th

e ne

t eq

uity

(no

t inc

lude

d in

com

preh

ensi

ve in

com

e)

10.

Tra

nsfe

renc

e o

f the

inco

me

to r

etai

ned

earn

ings

and

res

erve

s

8,30

2 0

-8,3

02

0

0

11.

Dec

lare

d ca

sh d

ivid

ends

0

0 12

. Is

suan

ce o

f ca

pita

l sto

cks

(diff

eren

t tha

n bu

sine

ss c

ombi

natio

n)

13.

Red

uctio

n of

cap

ital (

diff

eren

t tha

n bu

sine

ss c

ombi

natio

n)

14.

Incr

ease

(de

crea

se)

of b

usin

ess

com

bina

tions

15.

Incr

ease

(de

crea

se)

due

to tr

ades

of t

reas

ury

stoc

k

16.

Incr

ease

(de

crea

se)

due

to tr

ansf

eren

ce a

nd o

ther

cha

nges

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 1,

279

1,27

9 T

otal

cha

nges

in E

quity

0

0 0

8,30

2 0

-7,0

23

0 1,

279

Bal

ance

as

of M

arch

31s

t 201

2 2,

889,

344

34

0 34

,117

0

80,4

14

22,4

33

0 0

0 0

0 0

0 0

3,02

6,34

2 B

alan

ce a

s of

Jan

uary

1st

201

3 2,

968,

160

34

0 34

,117

0

92,6

27

0 0

0 0

0 0

0 0

0 3,

094,

938

1.

A

djus

tmen

ts d

ue t

o ch

ange

s in

the

acco

untin

g po

licy

2.

A

djus

tmen

ts d

ue to

cor

rect

ion

of e

rror

s

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

3.

In

itial

bal

ance

afte

r ad

just

men

ts

2,96

8,16

0 34

0

34,1

17

0 92

,627

0

0 0

0 0

0 0

0 0

3,09

4,93

8 4.

Cha

nges

in th

e eq

uity

:

5.

C

ompr

ehen

sive

In

com

e:

6.

Inco

me

21

,837

21

,837

7.

Ano

ther

com

preh

ensi

ve in

com

e

0 0

0 0

0 0

-1,4

79

-1,4

79

-1,4

79

8.

T

otal

com

preh

ensi

ve in

com

e

0 0

0 0

0 0

-1,4

79

-1,4

79

3,11

5,29

6 9.

Cha

nges

in th

e ne

t eq

uity

(no

t inc

lude

d in

com

preh

ensi

ve in

com

e)

10.

Tra

nsfe

renc

e o

f the

inco

me

to r

etai

ned

earn

ings

and

res

erve

s

0 0

0 0

0

11.

Dec

lare

d ca

sh d

ivid

ends

0

0 12

. Is

suan

ce o

f ca

pita

l sto

cks

(diff

eren

t tha

n bu

sine

ss c

ombi

natio

n)

13.

Red

uctio

n of

cap

ital (

diff

eren

t tha

n bu

sine

ss c

ombi

natio

n)

14.

Incr

ease

(de

crea

se)

of b

usin

ess

com

bina

tions

15.

Incr

ease

(de

crea

se)

due

to tr

ades

of t

reas

ury

stoc

k

16.

Incr

ease

(de

crea

se)

due

to tr

ansf

eren

ce a

nd o

ther

cha

nges

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 0

0 -1

57

-157

Tot

al c

hang

es in

Equ

ity

0 0

0 0

0 -1

57

0 -1

57

Bal

ance

as

of M

arch

31s

t 201

3 2,

968,

160

34

0 34

,117

0

92,4

70

21,8

37

0 0

0 0

0 0

-1,4

79

-1,4

79

3,11

5,13

9

F-133

Fondo MIVIVIENDA S.A. Statement of Cash Flows

For the periods completed in March 31st 2013 and 2012 (in thousands of Nuevos Soles)

Note From January 1st

2013 until March 2013

From January 1st 2012 until March

31st 2012

CASH FLOW FROM OPERATING ACTIVITIES NET INCOME ADJUSTMENTS

Depreciation and amortization

Provisions Impairment Other Adjustments

NET CHANGES IN ASSETS AND LIABILITIES

(Net increase) decrease in assets

Loans

Investments at fair value through profit and loss

Available-for-sale investments

Account receivables and others

Net increase (decrease) in liabilities Financial liabilities, non-subordinated liabilities Accounts payables and others Cash flow and equivalent to cash after adjustments and net change in assets and liabilities

Cash Collected (paid) from income taxes

NET CASH FLOW FROM OPERATING ACTIVITIES

CASH FLOW FROM INVESTMENTING ACTIVITIES

Cash from the sale of shares

Cash paid to purchase shares

Sale proceeds from intangibles and property, furniture and equipment

Acquisition of intangibles and property, furniture and equipment

Sales proceeds from held-to-maturity investments

Acquisition of held-to-maturity investments Other inflows related to investment activities

Other outflows related to investment activities

NET CASH FLOW FROM INVESTMENTING ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issuing subordinated financing liabilities

Outflow from recovery subordinated financial liabilities

Proceeds from issuing stock

Dividends paid to shareholders

Other inflows related to financing activities

Other outflows related to financing activities

NET CASH FLOW FINANCING ACTIVITIES

Net increase (decrease) in cash and cash equivalent before changes on the exchange rate

Effects of the changes on the cash and cash equivalent exchange rate

Net increase (decrease) of cash and cash equivalents

Cash and cash equivalent at the beginning of the period

Cash and cash equivalent at the end of the period

21,837

0

161

15,628

0

-391

0

0

0

0

-298,953

-348,227

0

0

4,564

22,433

0

148

9,514

0

0

0

0

0

0

-28

-212,010

0

0

12,029

-605,381 -167,914

0 0

-605,381 -167,914

0

0

0

-25

0

0

-96

0

0

0

0

-10

0

0

30

0

-121 20

0

0

0

0

1,069,098

-4,814

0

0

0

0

267,445

-33,009

1,064,284 234,436

458,782

66,542

0 0

458,782

66,542

340,476 157,229

799,258 223,771

F-134

NOTES TO THE FINANCIAL STATEMENTS As of March 31, 2013 and December 31, 2012 In Thousands of Nuevos Soles 1. Identification and economic activity

Fondo MIVIVIENDA S.A. (hereafter “FMV” or “Fondo MIVIVIENDA”) is a state-owned company under private law and is governed by Law N°28579 and its by-laws. The Fund falls under the purview of the Peruvian National Fund for the Financing of Business Activities of the State (Fondo Nacional de Financiamiento de la Actividad Empresarial del Estado or “FONAFE” by its acronym in Spanish) under the Ministry of Housing, Construction and Sanitation – “MVCS”, by its acronym in Spanish. The aforementioned Law N°28579 provided for the conversion of the former Mortgage Fund for the Promotion of Housing (Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA)– into a corporation called Fondo MIVIVIENDA S.A. The Fund’s objectives are the promotion and financing for the acquisition, improvement and construction of homes, especially those of social interest, promotion of activities to invest into the home lending market, schedule in the primary and secondary market of mortgage loans, and contributing to the development of the Peruvian capital market. All the Fund’s activities are regulated by the Superintendency of Banking, Insurance and Pension Funds Administrators (Superintendencia de Banca, Seguros y AFP or “SBS” by its acronym in Spanish), SBS Resolution N°980-2006 Regulations for Fondo MIVIVIENDA S.A. The legal address of the Fund is Avenida Paseo de la República N°3121, San Isidro, Lima, Peru. As of the date of these financial statements, the Fund manages the following programs and financial resources: (i) MIVIVIENDA Program (ii) Techo Propio Program – Management of the Household Housing Bonus (Bono Familiar

Habitacional, or “BFH” by its acronym Spanish) as commissioned by the Ministry of Housing, Construction and Sanitation – MVCS.

(iii) Resources of the Fund, Law N°27677, as commissioned by the Ministry of Economy and Finance (hereafter “MEF” by its acronym in Spanish).

The characteristics of each program are the following: (i) MIVIVIENDA Program

The Fund, through a Trust Agreement with COFIDE, channels resources to the Peruvian financial system to grant mortgage loans, Among its characteristics are the Good Payer Award (Premio al Buen Pagador or “PBP” by its acronym in Spanish) and the Credit Risk Coverage (Cobertura de Riesgo Crediticio or “CRC” by its acronym in Spanish), see note 2.

This program includes the following products:

- Nuevo Crédito MIVIVIENDA - Crédito MICONSTRUCCIÓN) - Crédito MIVIVIENDA Estandarizado (*) - Crédito MIHOGAR (*) - Crédito MIVIVIENDA Tradicional (*) - Crédito Complementario Techo Propio (Complementary financing to the Household

Housing Bonus – BFH) - Servicio de Cobertura de Riesgo Crediticio y Premio al Buen Pagador (fondeo de las

Instituciones Financieras Intermediarias) - Service of Credit Risk Coverage and Good Payer Award (Funding to Intermediary Financial Institutions, hereafter “IFI”) (*) (*) As of March 31, 2013, these loans have been discontinued and outstanding

receivable balances remain, note 7. CRC-PBP services and Crédito MIVIVIENDA Estandarizado were discontinued in November 2009, Crédito MIHOGAR was discontinued in August 2009, as well as Crédito MIVIVIENDA Tradicional in May 2006.

(ii) Techo Propio Program – Management of the Household Housing Bonus (BFH)

These loans are granted in three modalities, (i) acquisition of a new home (AVN); (ii) construction on owned lot (CSP); and (iii) house renovations (MV). In all modalities,

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mortgage loan financing within this program comprises the schedule of up to three components: (i) a subsidiary channeled by the Fund with resources from the government– the aforementioned Household Housing Bonus (BFH); (ii) household savings and; (iii) when necessary, the Complementary Financing to BFH (Techo Propio Program) which must be granted by an IFI. According to the Third Transitional Provision of Law N°28579, upon ending the year 2005, the Fund was engaged by the Government to manage the BFH and the Techo Propio Program resources, by signing an agreement with the MVCS. On April 28, 2006, the Fund, MVCS and FONAFE signed the “Agreement on Management of the Household Housing Bonus and the Funds of the Techo Propio Program”, under which the Fund is responsible for managing both the BFH and the Techo Propio Program resources, including the promotion, registration, recording and verification of information, the qualification of applications, allocation and transfer of the BFH funds to the developer, seller-builder or the respective technical unit. This agreement establishes that FONAFE shall allocate to the Fund the resources to meet the costs and expenses of managing the Program.

(iii) Fund Law N°27677 Additionally, the Fund is the administrator of the fund created by Law N° 27677, established with proceeds from the liquidation of the National Housing Fund (Fondo Nacional de la Vivienda, or ”FONAVI” by its acronym in Spanish). Said Law provides that these funds shall be used to finance the construction of affordable housing, house renovation and loans for the expansion of single-family houses, and that the Fund should be in charge of the management, collection and channeling of said resources.

Likewise, the FMV constituted the CRC – PBP trusts, both in nuevos soles and in US dollars, to cover the Fund’s obligations to provide PBP payments and CRC in an amount equivalent to one third (1/3) of the total registered by each intermediary financial institution that contracts such service. It should be noted that these trusts are governed by SBS Resolution N°980-2006 “Regulations for Fondo MIVIVIENDA S.A.”.

Under the service contracts with the CRC–PBP trusts, the FMV provides the intermediary financial

institutions with the following services:

- Credit Risk Coverage (CRC service), as defined by Article 21° of the CRC and PBP Regulation, is a guarantee the FMV grants to the intermediary financial institution for either up to one third of the unpaid balance of the covered loan or one-third of the loss, whichever the lower. Said amount shall be duly notified by the IFI to the FMV, on terms and conditions provided for in the Regulation.

- Good Payer Award (PBP service), as defined in article 24° of the CRC and PBP Regulation,

is the service to the IFI, for which the FMV assumes payment of the installments corresponding to the concessional schedule (the amount of the Good Payer Award) for covered loans whose beneficiaries have promptly paid the installments corresponding to the non-concessional schedule of the loan. This award is aimed to settle – every six months – the amount of the installment payable in the corresponding period concessional schedule of the MIVIVIENDA loans.

The financial statements as of March 31, 2013 were approved by the FMV’s management on April 22, 2013. The financial statements for the year ended on December 31, 2012 were approved by the Board of Director’s meeting on February 04, 2013 and by the General Shareholders’ Meeting held on April 12, 2013.

2. Trust Agreement – Corporación Financiera de Desarrollo (COFIDE)

On March 25, 1999, the Trust Agreement was entered into by and between the Mortgage Fund for the Promotion of Housing (Fondo Hipotecario de Promoción de la Vivienda – Fondo MIVIVIENDA S.A.) and Corporación Financiera de Desarrollo S.A. – COFIDE. The objective was to create a legal trust relationship, by which COFIDE receives FMV’s resources and acts as an organization enforcing them, in order to channel them to the final beneficiaries through the IFI that wish to use

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them for the acquisition or improvement of homes, in accordance with the provisions set forth in Article 12º of Supreme Executive Order 001-99-MTC, “Regulation for the Mortgage Fund for the Promotion of Housing – Fondo MIVIVIENDA”. The main COFIDE’s obligations include the following: - Compliance with articles 241º to 274º of the General Law of the Financial and Insurance

System and Institutional Law of the Superintendency of Banking and Insurance – Law N° 26702 and its amendments.

- Verify compliance with requirements and conditions of the IFI in accordance with Supreme Executive Order 001-99- MTC.

- Enter into with the IFI having met the requirements and conditions to act as intermediate in the agreement for the channeling of resources.

- Supervise the use of resources in accordance with the provisions set forth in the FMV’s regulations and the agreement for the channeling of resources.

- Collect the loans granted to the IFI. - Engage audits being necessary to be assumed by FMV. - Periodically forward the reports in relation to the Trust development, as well as

recommendations on the exposure of the IFI. (*) - Establish operating procedures being necessary for the adequate FMV’s management. - Other deemed necessary to ensure the normal development of the objectives and functions

of the trust and of FMV.

(*) On May 18, 2012, Addendum N°01 to the Trust Agreement was signed by which COFIDE’s obligations to issue recommendations on the exposure limits of the IFI with FMV became void, since FMV is a corporation supervised by the SBS.

The main FMV’s obligations include the following: - Establish policies for the handling, management and destination of the FMV’s resources. - Approve the IFI eligibility criteria that will receive FMV’s resources for use thereof, in

financing the acquisition of homes, as well as indebtedness limits of each one of them. - Establish terms and conditions under which FMV’s resources will be made available to the

IFI, and the manner of placing them. COFIDE’s powers are the following: - Channel and supervise FMV’s resources, being able to enter into and sign all public and

private documents and acts being necessary to such purpose. - Demand that the IFI require the establishment of guarantees on the schedule of the

beneficiaries. - Exercise all powers contained in articles 74 and 75 of the Code of Civil Procedure being

necessary for the execution of the task entrusted. Consequently, COFIDE may file claims and counterclaims, answer claims and counterclaims, abandon the process or the cause of action, admit the cause of action, conciliate, reach a settlement and submit disputes in the proceeding to arbitration.

- It is placed on record that COFIDE is not responsible for the IFI financial standing. With respect to the fees arising from the services provided by COFIDE, COFIDE was authorized to deduct from the amount disbursed by the IFI a fee of 0.25 percent once over the amount of each loan, as well as an annual fee of 0.25 percent rebate over the outstanding balances of the loans, which shall be paid by the IFI and shall be preferably collected on the collection dates of installments of the loans granted to the IFI. These accounts are recorded as income by COFIDE.

The duration of this Agreement is 5 years, being automatically renewed if none of the schedules expresses its intention to terminate it.

3. Main accounting principles and practices The main accounting principles and practices applied in the preparation of the financial statements have been applied uniformly in all the years presented, unless otherwise stated; and are detailed hereinbelow:

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(a) Basis of presentation and changes in accounting policies

(i) Basis of presentation: The accompanying financial statements have been prepared based on the FMV accounting records, which are kept in nominal monetary terms in Nuevos Soles, in accordance with the standards issued by the SBS which affect FMV in force as of March 31, 2013 and as of December 31, 2012 and, in a supplementary way, where there are no standards of the SBS, the International Financial Reporting Standards (IFRS), were made official in Peru through resolutions issued by the Accounting Standards Committee (ASC). Certain accounting principles applied by FMV, which are in accordance with the SBS accounting principles differ from the accounting principles of other countries. The preparation of the financial statements requires the FMV’s Management to carry out estimates affecting the figures of assets and liabilities reported; the disclosure of active and passive contingencies on the date of the financial statements, as well as the figures of revenues and expenses reported during the current period. Final results may differ from such estimates. The most significant estimates in relation to the financial statements of FMV correspond to the provision for accounts receivable, the valuation of investments, the valuation of derivative financial instruments and the estimate of the current and deferred income tax, which accounting criteria are described in this note. The financial statements have been prepared by using uniform accounting principles for the first quarter 2013 and for the 2012 period; taking into account the provisions set forth in item (ii) below.

(ii) Changes in accounting policies:

Applicable as from the 2013 period The financial statements as of March 31, 2013 have been prepared in accordance with the Accounting Manual for companies of the financial system in force as from January 01, 2013. The main changes that have affected the presentation of the financial statements of FMV are as follows: 1. The name of the Form “A” is “Statement of Financial Position” rather than

Balance Sheet 2. Accrued revenues and expenses from the different asset and liability accounts

are included in the same general ledger account that is generated. 3. Asset and liability accounts of the hedging derivatives have been separated from

the accounts receivable and payable, respectively. 4. The provisions for accounts receivable are presented by decreasing each type of

accounts receivable 5. Taxes payable are no longer presented in “other obligations”, being currently

present the Value Added Tax payable and the Third Category Income Tax payable in the Current Taxes item and other taxes payable, as accounts payable.

6. The name of the Form “B” of the previous accounting manual (Profit and Loss Statement) has been divided into two: the first named Form “B-1” as “Income Statement”; and the second named Form “B-2” as “Income Statements and Other Comprehensive Income”

7. In the Income Statement, the name Financial Income and Financial Expenses has been replaced by Interest Income and Interest Expenses, these items only showing general ledger accounts related to interest income and expenses.

8. The aforementioned accounts as financial expenses and income are presented as from January 01, 2013 in the “Gains on Financial Transactions (ROF, by its acronym in Spanish)” item

9. The provisions for accounts receivable are presented on net basis from its reversals of provisions from previous periods.

10. Depreciation and amortization are presented separately from Asset valuation and provisions item.

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11. General ledger accounts have been deleted from accrued gains on available-for-sale and held-to-maturity investments, being recorded in this period in analytical accounts of the same investments’ accounts. Also, the accounts of other amortizable expenses have been deleted, which balances were transferred to other deferred charges.

12. When replacing the accounts of income and expenses by exchange difference of derivative financial products in foreign currency held for trading, they are recorded in other several financial income and charges. Likewise, the deletion of accounts of extraordinary income and expenses and income and expenses from previous periods, in order to record income and expenses of this type of items in accounts created to such purpose or in accordance with the already existing accounts of the period.

(b) Financial instruments

Financial instruments are classified as assets, liabilities or equity, according to the substance of the contractual agreement giving rise to them. Interest, dividends, gains and losses arising from a financial instrument classified as asset or liability, are recorded as income or expenses. Financial instruments are offset when the Fund has the legal right to do so and the Management has the intention of settling them on a net basis, or to liquidate the asset and pay the liability simultaneously. Moreover, see note 3(e) related to criteria for the accounting record of the accounts receivable to the CRC-PBP Trusts.

The financial assets and liabilities presented in the Statement of the Financial Position correspond to the balance available, accounts receivable, other accounts receivable, available-for-sale and held-to-maturity investments, obligations with the public, other accounts payable and other liabilities in general. Furthermore, all derivative products are considered as financial instruments.

The accounting policies on recognition and valuation of these items are described hereinbelow in this note.

(c) Recognition of income and expenses

(c.1) Interest income and expenses Interest income and expenses are recorded in the income statement of the period when they are accrued, according to the duration of the operations giving rise to them and the established interest rates. As FMV extends credit facilities to the IFI for channeling resources, which loan disbursements are carried out through the COFIDE-Trust, and not as placements to the final borrower according to the Accounting Manual for companies of the Financial System of SBS; which gains thereof are recorded on the accrual basis and suspended interest is not recognized pursuant to the accounting treatment established by SBS.

(c.2) Good Payer Bonus and Award

In accordance with the accounting treatment accepted by SBS for Fondo MIVIVIENDA S.A., the Good Payer Bonus and Award, including interest thereof, are recognized as follows: (i) The Good Payer Bonus (hereinafter “BBP, by its acronym in Spanish”) was

created pursuant to Law N° 29033 dated June 7, 2007, as a direct, non-reimbursable aid to the eligible final beneficiaries, for a maximum amount of S/.12,500 as from April 22, 2010 (S/.10,000 before April 22, 2010), which is granted to the persons which have complied with punctually paying six consecutive monthly installments corresponding to the non-concessional schedule of Crédito MIVIVIENDA. To such purposes, FMV divides the total disbursed amount of Crédito MIVIVIENDA plus interests in 2 schedules:

- A six-month schedule named “concessional schedule”, corresponding to

the amount of the Good Payer Bonus (capital and interest), and - A monthly schedule named “non-concessional schedule”, corresponding

to the loan amount less the concessional schedule (capital and interest).

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In these cases, the BBP is received by MVCS (to the extent that MVCS has available funds) at FMV’s request and is recorded for financial report and control purposes in the liabilities in the general ledger account “Good Payer Bonus-received”, When disbursing a Crédito MIVIVIENDA through the COFIDE-Trust, the FMV records in the “Accounts receivable, net item (Trust Agreement COFIDE)” the full disbursed amount and generates the 2 mentioned schedules. Interests of both schedules are recognized on accrual basis, according to the preferential rates agreed with the financial entities with which the agreements were entered into, recognizing such interests as financial income. Later, MVCS is provided with the list of the BBP beneficiaries, being such bonus of eligible beneficiaries reclassified from the “Good Payer Bonus-received” liability account to the “Good Payer Bonus–assigned” liability account,

(ii) In cases in which the Good Payer Bonus is directly assumed by FMV (when they do not comply with the requirements of Law N°29033 and amendments thereof; for example, when the value of the home to be acquired is higher than 25 tax units (UIT, by its acronym in Spanish) or when the bonus is granted with own resources, among others), it is named “Good Payer Award”.

(iii) In both cases the award or bonus is granted for timely payment of six

installments of the non-concessional schedule, an amount that varies according to the type of loan granted.

(iv) When the Good Payer Bonus becomes effective, when the final beneficiary has

complied with the timely payment of six consecutive monthly installments, FMV accredits the accounts receivable (capital) of the installments of the concessional schedule under the liability account for the “Good Payer Bonus-assigned”. Interest corresponding to such installments of the concessional schedule are recognized as FMV’s expense and are stated net of the account “Accounts receivable (Trust Agreement COFIDE)” included in the “Financial income” item of the Income Statement.

(v) When the Good Payer Bonus becomes effective (see item (ii), for example,

when the BBP is directly assumed by FMV) upon compliance with the conditions by the final beneficiary, FMV records such amount as expense; consequently, accounts receivable (capital) decreased from the installments of the concessional schedule from the “Financial expenses” account, while interests, as in the previous case, are recognized as expenses and are stated net of the account “Accounts receivable” (Trust Agreement COFIDE) included in “Financial income” item of the Income Statement.

(c.3) Comissions for management services of the CRC-PBP Trusts are recognized as

income when received.

(c.4) Other income and expenses are recognized in the period in which they accrue.

(d) Accounts receivable (Trust Agreement– COFIDE) and provision for accounts receivable. Accounts receivable are recorded when funds are disbursed through the Trust -COFIDE in favor of the intermediate financial institutions (IFI) channeling FMV’s resources for the loan placement of the MIVIVIENDA products. In accordance with the Regulation for Fondo MIVIVENDA S.A, enacted by SBS Resolution N° 980-2006 dated August 14, 2006, the provision is estimated based on the criteria established by SBS in the Regulation for Debtor Evaluation and Classification and Provisioning Requirements, Resolution N°11356-2008, according to the following methodology approved by SBS:

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- Each account receivable is divided into 2 types of risk, with credit risk coverage (hereinafter “with CRC”) and without credit risk coverage (hereinafter “without CRC”):

(i) With CRC – They are those accounts having mortgage guarantees set up in

favor of the IFI, and which have been timely informed and supported to FMV. On average, the CRC amount is 1/3 of the total account receivable by each final borrower during the first 8 years and 1/6 of the outstanding balance of the loan during the subsequent years (except for the Techo Propio Program and Mihogar Project, which have CRC rates, depending on the term of the loans and of the amount granted).

(ii) Without CRC- They are those accounts receivable that FMV has with the IFI

through the COFIDE Trust and that do not have the previously mentioned Credit Risk Coverage, or mortgage guarantees established.

Once FMV divides accounts receivable by risk category, the provisions are estimated in accordance with the parameters established by SBS, which are:

- With CRC. For the purposes of estimating provisions, the loan is subdivided into two:

(i) Portion covered with CRC: The provision is determined according to the risk category of the final beneficiary informed in the consolidated credit report (RCC, by its acronym in Spanish) and the outstanding balance of the debt reported by COFIDE, for which purpose, table 1 of SBS Resolution N° 11356-2008 is applied:

(ii) Portion not covered with CRC: The provision is determined according to the

classification granted by FMV to the IFI, based on the risk categories established by SBS and described in the following paragraph.

The amount of the provision corresponds to the sum of both concepts.

- Without CRC. FMV has determined that the type of loan corresponding to the IFI is similar to the corporate and large company loans and as the IFI are under “Normal” and “With Potential Problem (CPP)” categories, a provision has been established as 0.70 percent and 5.00 percent, respectively, in accordance with Table 1 above.

In order for the IFI to determine the risk classification, FMV has established within its internal regulations a table of provisions equivalent to the risk category established by SBS, as follows:

Risk classification by financial entity ___________________________________________________ Table 1 Table 2 ________________________ _________________________ Risk Equivalence Risk Equivalence

A + Normal B- CPP A Normal C+ CPP

Risk category Table 1 %

Normal 0.70 With potential problem 5.00 Substandard 25.00 Doubtful 60.00 Loss 100.00

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A- Normal C CPP B + Normal C- CPP B Normal N.C. CPP

The provisions for accounts receivable are presented reducing the balance thereof in the assets.

(e) Accounts receivable by CRC – PBP Trusts

Includes assets of CRC and PBP trusts, which correspond to assets (available, investments and accrued gains) and FMV’s liabilities, but according to the SBS regulation (SBS Resolution N° 980-2006 Regulation for Fondo MIVIVIENDA S.A.) must be recorded as net balance in the “Other accounts receivable, net” item, since FMV acts as trustee and trustor. Furthermore, the surplus (deficit) of such trusts is stated in the “Financial income” item of the Income Statement as “Assignment of trust income”.

CRC-PBP trusts were created in 2007 and were aimed at allowing resources’ availability for compliance with FMV’s obligations arising from the CRC and PBP service contract, entered into with certain IFI; and allowing said resources to be managed more efficiently.

(f) Other accounts receivable, net

Includes assets received as payment in kind of banks in liquidation, as well as other accounts receivable, which due to the fact that they are in proceedings of liquidation or legal proceedings which do not accrue interest. Any recovery is recorded based on the evidence. For the determination of the provisions for accounts receivable of these accounts, FMV carries out an appraisal in accordance with SBS Resolution N° 11356-2008. The provision for the portfolio classification is carried out according to the review performed from time to time by the FMV’s Management, classifying it in one of the following categories: normal, with potential problem, substandard, doubtful or loss; depending on the risk of payment default of each debtor. Guarantees received are considered by FMV only if they are filed with the public records office without remarks or annotations.

The provision of clients classified in the categories of doubtful or loss for more than 36 and 24 months, respectively, is determined without considering the value of guarantees.

The details of the rates by risk category are stated in note 3(d) item (i), corresponding to accounts receivable with CRC.

(g) Foreign currency transactions

In accordance with the SBS regulation, the Nuevo Sol is the functional and presentation currency of FMV. Assets and liabilities in foreign currency are recorded at the exchange rate of the transaction date. Monetary assets and liabilities denominated in foreign currency are converted into Nuevos Soles at the end of each month using the exchange rate –set by SBS, note 4. Gains or losses resulting from adjusting the monetary assets and liabilities in foreign currency at the exchange rates in force as of the date of the Statement of the Financial Position are recorded in the income statement of the period.

The exchange rate difference corresponding to the CRC-PBP Trusts in foreign currency is included as schedule of the “Earnings per interests in trusts” subaccount of “Financial income” item of the Income Statement. Non-monetary assets and liabilities that are acquired in foreign currency are recorded in nuevos soles at the exchange rate of the date of its acquisition.

(h) Derivative financial instruments

All derivative financial instruments are classified as held for trading, are initially recognized in the Statement of the Financial Position of FMV at its expense and, subsequently, are recorded at fair value. Derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. The notional amount (nominal) of the operation is

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recorded in memorandum accounts for the notional amount in the committed currency, note 16. Fair values are estimated based on exchange rates and market interest rates. Gains and losses for changes in fair value of derivatives are recorded in the income statement of the period. As of March 31, 2013 and December 31, 2012, the Management considers that for management purposes, FMV has economic coverage derivatives; however, these derivatives are recorded according to the SBS regulations, recognizing valuation gains and losses at market value in the income statement of the period. Likewise, as of these dates, FMV does not present embedded derivatives.

(i) Available-for-sale and held-to-maturity investments

The initial record and the subsequent measurement of available-for-sale and held-to-maturity investments are carried out in accordance with SBS Resolution N°7033 -2012 “Guidelines for Classification and Valuation of Investments of Financial System Enterprises”.

Classification (i.1) Available-for-sale investments

Available-for-sale investments are those designated as such since they are kept for an indefinite period of time and may be sold due to cash requirements or interest rate changes, exchange rates or capital price; or do not qualify to be recorded at fair value with effect on the income statement or held-to-maturity. The estimated market value of available-for-sale investments is mainly determined on the basis of market quotations or, in their absence, on the basis of discounted cash flows using market rates in accordance with the credit quality and the investment maturity term.

(i.2) Held-to-maturity investments

Investment instruments that are classified within this category must comply with the following requirements:

- They must have been acquired or reclassified with the intention of holding them

to maturity, unless the cases in which the sale, assignment or reclassification are allowed by SBS.

- Companies must have the financial standing and the intention of holding

investment instruments to maturity. - They must have risk classifications as required by SBS. - In order for the companies to classify their investments in this category, they

must assess if they have the financial standing for holding investments instruments to maturity whenever they decide to classify an instrument and at the end of each period.

Transaction record date Transactions of available-for-sale and held-to-maturity investments are recorded using the trade date, in other words, the date on which reciprocal obligations are assumed, which must be completed within the term established by the regulations and market uses in which the operation is carried out. Initial recognition - The initial recognition of available-for-sale and held-to-maturity investments is carried out at fair value plus transaction costs that are directly attributable to the acquisition of such investments.

Amortized cost -

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Any premium or discount is considered when determining the amortized cost by applying the effective interest rate methodology, recognizing the accrued interest in the “Interest for available-for-sale and held-to-maturity investments” account of “Financial income” item of the profit and loss statement.

Valuation - (i.1) Available-for-sale investments

Valuation is carried out at fair value and unrealized gains and losses in relation to the amortized cost are recognized in equity.

When the instrument is sold or gains or losses previously recognized as part of equity are carried, such gains or losses are transferred to the income statement of the period. Moreover, when the FMV’s Management considers that decrease in the market value is permanent or is due to credit impairment, it makes the respective provisions, transferring the estimated loss from equity to the result of the period. In any of the aforementioned cases, if SBS deems it necessary to make any additional provision for any type of investment, such provision shall be determined by SBS on the basis of each individual security and informed to FMV to be recorded in the result of the period.

(i.2) Held-to-maturity investments

These investments are recorded at their amortized cost and are not updated at fair value.

Impairments are recorded by negative changes in the credit capacity of the issuer individually, similarly to the treatment of direct placements, directly affecting the result of the period.

When these investments are sold without fulfilling the provisions set forth in the regulation, and similar financial instruments of the same issuer are repurchased, these may not be recorded in this category unless there is an express authorization of SBS.

(j) Property, furniture and equipment

Assets in the property, furniture and equipment item are recorded at acquisition cost less accumulated depreciation.

Depreciation is computed based on the straight-line method and using the following estimated useful lives: As of

March 31, 2013 December 31,

2012 Premises 10 10 Buildings 25 25 Several equipment 10 10 Computer equipment 4 4 Furniture and fixtures 10 10 Vehicles 5 5

Maintenance and repair expenses are charged to the income statement; any renewal and improvement are solely capitalized when disbursements improve the status of the assets and increase their useful life beyond the originally estimated time. The cost and accumulated depreciation of assets disposed of or sold are eliminated from their respective accounts, and any resulting gain or loss is included in the income statement of the period.

(k) Intangible assets

Intangibles included in the “Other assets” item of the Statement of the Financial Position, comprise developments and acquisitions of computing software licenses used in the FMV own operations. Software licenses acquired by FMV are capitalized on the basis of costs

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incurred for acquiring or putting in use the specific program. These intangible assets are amortized using the straight-line method following the estimated useful life in a maximum period of 4 years.

Useful life and amortization method are periodically reviewed to ensure that they are consistent accordance with the foreseen pattern of economic benefits of the intangible items.

As of March 31, 2013 and December 31, 2012, FMV does not maintain intangibles with unlimited useful life.

(l) Impairment of long-lived assets

When events or circumstantial economic changes indicate that the value of a long-lived asset might not be recoverable, the FMV’s management reviews the value of its property, furniture and equipment and intangible assets to verify if there is no permanent impairment in value. When the book value exceeds its recoverable amount, the entity recognizes an impairment loss in the profit and loss statement for the property, furniture and equipment and intangibles held at cost items. The recoverable amount is the higher of its net selling price and its value in use. Net selling price is the amount obtainable from the asset sale in a free market while value in use is the present value of estimated future cash flows expected to arise from the continued use of an asset and from its subsequent disposal at the end of its useful life. The Management considers that there is no impairment evidence in the value of such assets as to March 31, 2013 and December 31, 2012.

(m) Assets received as payment and repossessed Assets received as payment, repossessed and recovered assets are initially recorded at the lower of the value determined by the court, arbitrator, recovery value, estimated market value and the value of the unpaid amount of debt; recognizing in turn a provision equivalent to 20 percent of the value upon repossession or recovery of the asset, being able to keep to such purpose the provision that was recorded by the related credit. Additional provisions are recorded based on the following criteria:

- Personal property. A uniform monthly provision shall be recorded as from the first

month of repossession or recovery, for a period of twelve months until completing one hundred percent of the net value upon repossession or recovery.

- Real estate. Uniform monthly provisions shall be recorded on the net book value as

from the twelfth month. In addition, SBS Resolution N°1535-2005 allows the granting of an extension of six months, in which case, uniform monthly provisions shall be recorded on the net book value as from the eighteenth month. In both cases, provisions shall be recorded until completing one hundred percent of the net book value over a term of three and a half years, counted as from the date on which monthly provisions started to be recorded.

The annual updating of valuations of such goods determined by an independent expert implies, if necessary, the recording of provisions for impairment.

(n) Current income tax and employees’ profit sharing Current income tax and employees’ profit sharing are determined based on the taxable income determined for tax purposes. Deferred income tax Deferred income tax is computed and reflects the effects of temporary differences derived from balances of assets and liabilities for accounting purposes and those determined for tax purposes. Deferred assets and liabilities are measured by using tax rates expected to apply to the taxable income in the years in which these differences are recovered or disappear. The measurement of deferred assets and liabilities reflects tax consequences arising from the way in which FMV expects to recover or settle the value of its assets and liabilities, on the date of the Statement of Financial Position.

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Deferred assets and liabilities are recognized without considering the estimated time when the temporary differences will disappear. Deferred assets are recognized when there are likely to be sufficient future tax benefits for the deferred asset to be applied. On the date of the Statement of the Financial Position, the FMV’s Management evaluates the unrecognized assets and the balance of those that have been recognized; recognizing a deferred asset that was previously unrecognized when it is likely that future tax benefits allow it to be recovered or reducing a deferred asset when it is unlikely that sufficient future tax benefits will be available to use schedule or all of the deferred asset that has been recognized in the accounts. According to the accounting principles, FMV calculates its deferred income tax based on the tax rate applicable to its undistributed profits; recognizing any additional tax on distribution of dividends on the date the liability is recognized.

o) Provisions

Provisions are only recognized when FMV has a present obligation (either legal or implicit) as a result of past events, it is likely that resources will be required to settle the obligation and it is possible to reliably estimate its amount. Provisions are reviewed and adjust in each period to reflect the best estimate as of the date of the Statement of the Financial Position. When the effect of the time value of money is material, the amount of provision is the present value provisions of the expenses expected to be incurred to settle it.

(p) Deferred income

Deferred income is mainly originated by the difference between the book value and the market value of the financial instruments assigned for the establishment of CRC-PBP Trusts in domestic and foreign currency when transferred (2007). In accordance with the provisions set forth in SBS Resolution N°0084-2000 in relation to the Rules for the Trust Accounting Treatment and Trust Fees, in which case the rights generated in favor of the trustor by virtue of the trust are higher than the goods transferred to the trust, a deferred profit shall be recognized, which accrues according to the amortization, realization and/or maturity of such rights.

(q) Contingencies Contingent liabilities are not recognized in the financial statements. They are disclosed in the notes to the financial statements, unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the financial statements, and they are disclosed when its degree of contingency is probable.

(r) Cash and cash equivalents

Cash presented in the cash flow statement is composed of the available balance, excluding the available balance included in trusts, see note 8(b).

s) Subsequent events Subsequent events at the closing of the period providing additional information on the financial -position of the Company on the date of the statement of financial position (adjustment events) are included in the financial statements. Important subsequent events that are different from adjustment events are exposed in the notes to the financial statements.

4. Foreign currency transactions and foreign exchange risk exposure

Following is the detail of assets and liabilities of FMV in foreign currency, stated in thousands of US dollars:

As of March 31, 2013

As of December 31, 2012

US$ (000) US$ (000)

F-146

Assets Cash and due from banks 218,057 3,712 Trading and held-to-maturity investments 9,643 0 Accounts receivable (Trust Agreement – COFIDE) 160,791 163,612 Others accounts receivable 295 265 Other assets 7

__________ 216

__________ 388,792 167,805 ___________ ___________ Liabilities Accounts payable 926 413 Borrowings and financial obligations 496,213 84,548 Provisions 3,231 237 Other liabilities 470 470 ___________ ___________ 500,840 85,668 ___________ ___________ Net sale position in derivatives - Forwards 0 (72,500) ___________ ___________ Asset position, net (112,048) 9,637 __________ __________

During the first quarter of 2013, FMV has recorded foreign exchange gains in the amount of S/.1,938 while foreign exchange loss was S/.13,881 as of December 31, 2012, which is presented in the “Gains on financial transactions (ROF)” of the Income Statement. Likewise, a loss on derivative transactions was recorded in the amount of S/.2’128,000 during the first quarter of the 2013 period (gains in the amount of S/.18’852,000 during the 2012 period), which is also stated in the “Gains on financial transactions (ROF)” of the Income Statement.

5. Available balance The available balance as of March 31 and December 31, 2012 is detailed hereinbelow:

(a) These accounts in nuevos soles and US dollars are mainly used for transactions carried out with COFIDE by virtue of the Trust Agreement signed.

(b) Corresponds to accounts in Nuevos Soles and US dollars generating interest at market

rates and are unrestricted. (c) Corresponds to time deposits in domestic banks in nuevos soles, unrestricted and

generating interest at market rates.

March December 2,013 2,012

S/. ' (000) S/. ' (000) Peruvian Central Bank (a) 20,204 2 Demand and saving accounts (b) 360,297 194,767 Time deposits (c) 418,250 145,000 Accrued profits on available funds 487 709 Fixed fund 21 0 Total cash and due from banks 799,259 340,477

F-147

6. Available-for-sale and held-to-maturity investments, net

(a) The composition of this item is presented hereinbelow:

March 2013__________________________ Unrealized result

Amortized Losses Profits Book value (*) Cost S/. (000) S/. (000) S/. (000) S/. (000)

Available-for-sale investments

Peruvian sovereign bonds(b) 185,040 50 (1,017) 184,073

Corporate bonds (c) 20,509 (477) 20,032

Negotiable Certificates of Deposit (d) __93,147 _______ ____(35) __93,112

298,696 50 (1,529) 297,217

Plus

Accrued gains on available-for-sale investments 1,245

Available-for-sale investments Sub-Total 298,462

Held-to-maturity investments

Certificates of the Peruvian Central Bank

Short-term papers ( e) 4,782 4,782

Plus

Accrued gains from held-to-maturity investments ________21

Held-to-maturity investments Sub-total ______4,803

Total 303,265

December 2012________________________ Unrealized result

Amortized Profits Losses Book value (*)

Cost

S/. (000) S/. (000) S/. (000) S/. (000)

available-for-sale investments

Peruvian sovereign bonds (b) -

Corporate bonds (c) -

Negotiable Certificates of Deposit (d) _________- ________- _______- _________-

_________- ________- _______- -

Plus

Accrued gains on available-for-sale investments _________-

Available-for-sale investments Sub-Total -

Held-to-maturity investments

Certificates of the Peruvian Central Bank

Short-term papers ( e) - -

__________ ________ ________ __________

Plus Accrued gains from held-to-maturity investments

__________-

Held-to-maturity investments Sub-total _________-

Total ___________-

(*) The book value corresponds to fair value of available-for-sale investments and amortized cost of held-to-maturity investments, as established by IAS 39.

F-148

(b) The Peruvian Sovereign Bonds are denominated in nuevos soles and as of March 31, 2013,

they are composed by bonds, maturing between August 12, 2020 and February 12, 2042 and accrue an annual interest rate between 3.70 and 5.16 annual percent as of March 31, 2013.

(c) As of March 31, 2013 it corresponds to a corporate bond with BB+ risk rating, issued by

Cementos Pacasmayo S.A.A., which fair value approximately amounts to S/. 20,163, such bond is denominated in US dollars with a face value of U.S.$ 8,000, maturing on February 8, 2023, and accruing at an annual interest rate of 4.625 percent. FMV has recognized on the date revenue from interest in the amount of S/.133,000, included in the “Interest on trading, available-for-sale investments” of the Income Statement.

As of March 31, 2013, such financial entities and/or local companies are under the risk rating range granted by the main risk rating agencies of the country authorized by SBS:

March 2013

December

2012 S/. (000) S/. (000) AAA 184,761 BB+ 20,163 CP-1+ 93,538 CP-2 4,803 Total: 303,265 -

The estimated fair value of the corporate bond as of March 31, 2013 is as follows:

March 2013

December 2012

S/. (000) S/. (000) Cementos Pacasmayo S.A.A 20,163

Total: 20,163 -

(d) As of March 31, 2013, it corresponds to Certificates of the Peruvian Central Bank (CDN-BCRP), denominated in nuevos soles, maturing between August 2013 and February 2014, which earned an annual effective interest rate between 3.6499 and 3.81 percent. During 2013, FMV has recognized to date a revenue from interest in the amount of S/.425,000 included in the “Interest on trading, available-for-sale investments” of the Income Statement.

(e) The balance of available-for-sale and held-to-maturity investments as of March 31, 2013 is

shown hereinbelow, which has been classified according to their maturity dates:

March 2013

December 2012

S/. (000) S/. (000)

F-149

Up to 1 month From 1 to 3 months 88,630

From 3 months to 1 year 9,711 From 1 to 5 years From 5 to 10 years 53,446 From 10 to 30 years 151,478 Total: 303,265 -

(f) As of March 31, 2013, the FMV’s Management has estimated the market value of the

available-for-sale investments based on the available market prices or, in their absence, discounting expected cash flows at an interest rate reflecting the risk rating of the security.

The FMV’s Management has determined that unrealized losses as of March 31, 2013 are not the result of credit impairment of the users but they are mainly due to variations in the free risk rates that were incorporated to its valuations. Consequently, there is no impairment of available-for-sale investments in accordance with accounting standards which must be recorded on the date of each balance sheet.

7. Hedging Derivatives (a) The following table shows the fair value of the derivative financial instruments, recorded as

assets or liabilities, along with their notional amounts (nominal). The notional amount is the face amount of the derivative underlying asset and is the basis on which changes in the value of derivatives are measured. The notional amounts state the volume of outstanding transactions at the end of the year and are not an indicator of the market risk or of the credit risk, note 22.

March 2013

Fair value _________________ Assets Liabilities Notional amount S/. (000) S/. (000) S/. (000)

Financial derivatives (b) 0 0 0 _______ ________ ________

December 2012

Fair value _________________ Assets Liabilities Notional amount S/. (000) S/. (000) S/. (000)

Financial derivatives (b) 5,753 0 184,875 ______ ________ ________

(b) The financial derivatives correspond to “forward” contracts in foreign currency which were paid during the first quarter of 2013 (in the first quarter of 2012, net profits for forward contracts amounted to S/. 6,842, and were recorded in the “Gains on Financial Transactions” of the Income Statement), see note 22.

8. Accounts Receivable for Sale of Goods and Services and Trust (Net)

F-150

8a. Accounts receivable, net (Trust Agreement - COFIDE)

This item is composed as follows:

2013 2012 S/. (000) S/. (000) Nuevo Crédito MIVIVIENDA 2,678,051 2,398,983 Crédito MIVIVIENDA Tradicional 464,609 475,378 Crédito MIHOGAR 150,625 152,523 Crédito Complementario Techo Propio 132,466 130,550 Crédito MIVIVIENDA Estandarizado 17,328 17,820 Crédito MICONSTRUCCION 10,624 5,752 ___________ ___________

3,453,702

3,181,006 Plus (less) Accrued gains from accounts receivable 14,144 11,775 Provision for doubtful accounts receivable (f) (45,572) (47,852) ___________ ___________ Total 3,422,274 3,144,929 __________ __________

As of March 31, 2013 and at December 31, 2012, the number of transactions in force is 68,437 and 66,106, respectively. There is no significant credit risk due to the type of credit transactions carried out by FMV.

All these resources have been channeled through COFIDE by virtue of the legal relationship of the Trust Agreement that FMV has with it. COFIDE receives FMV resources for channeling the same through intermediate financial institutions, named IFI, which desire to use them for the granting of credits for the purchase of homes, pursuant to the provisions set forth in Article 12° of Supreme Executive Order N° 001-99-MTC.

(b) Accounts receivable according to the characteristics of the credits promoted by FMV are as follows:

As of March 31, 2013 ___________________________________

Products With credit risk

coverage Without credit risk coverage Total

S/. (000) S/. (000) S/. (000)

Nuevo crédito MIVIVIENDA 433 2,677,617 2,678,050

Crédito MIVIVIENDA Tradicional 5,072 459,537 464,609

Crédito Proyecto MIHOGAR 459 150,165 150,625

Programa Techo Propio 187 132,280 132,466

Crédito MIVIVIENDA Estandarizado 17,328 17,328

March 2013

December 2012

S/. ' (000) S/. ' (000) Trust agreement-COFIDE 3,422,274 3,144,929 CRC PBP Trust in Soles 31,914 31,396 CRC PBP Trust in Dollars 36,090 35,907

3,490,278 3,212,232

F-151

Crédito MICONSTRUCCION 10,624 10,624

__________ ___________ ___________

6,151 3,447,551 3,453,702 __________ __________ __________

As of December 31, 2012

______________________________________

Products With credit risk coverage

Without credit risk coverage

Total

S/. S/. S/.

Nuevo crédito MIVIVIENDA 437 2,398,545 2,398,983

Crédito MIVIVIENDA Tradicional 5,114 470,264 475,378

Crédito Proyecto MIHOGAR 401 152,123 152,523

Programa Techo Propio 32 130,518 130,550

Crédito MIVIVIENDA Estandarizado - 17,820 17,820

Crédito MICONSTRUCCION - 5,752 5,752

____________ ____________ ____________

5,984 3,175,022 3,181,006

__________ __________ __________ (c) Accounts receivable are classified by risk according to the SBS regulation in force as of 2013

and 2012. As stated in note 3(d), the provision for accounts receivable is determined based on the final borrower and IFI classification. The classification of accounts receivable according to final borrowers based on the consolidated credit report (RCC by its acronym in Spanish):

As of March 31, 2013 As of December 31, 2012 ___________________ ___________________

Risk category Total % Total % S/. (000) S/. (000)

Normal 3,292,611 95.34 3,031,890 95.29 With potential problem 50,423 1.46 43,200 1.36

Substandard 28,860 0.84 31,259 0.99

Doubtful 37,939 1.10 35,360 1.12

Loss 43,870 1.27 39,297 1.24

___________ _______ ___________ _______

Total 3,453,702 100.00 3,181,006 100.00

___________ _______ ___________ _______ Following is the classification of accounts receivable from IFI which grants MIVIVIENDA credits:

As of March 31, 2013 As of December 31, 2012 _________________ ___________________ Risk category Total % Total % S/. (000) S/. (000) Normal 3,183,830 92.19 2,981,354,592 93.72 With potential problem 269,872 7.81 199,651,263 6.28

F-152

_____________ _______ _____________ _______ Total 3,453,702 100.00 3,181,005,855 100.00 _________ ______ ________ ______

(d) Interest rates applied to the products’ account correspond to fixed rates that were

established for promoting the granting of each type of credit: 2013 2012 % % Nuevo Crédito MIVIVIENDA 6.60 6.60 Crédito MIVIVIENDA Tradicional 7.75 7.75 Crédito MIHOGAR 7.60 7.60 Crédito Complementario Techo Propio 6.00 6.00 Crédito MIVIVIENDA Estandarizado 6.90 y 7.30 6.90 y 7.30 Crédito MI CONSTRUCCION 7.50 y 9.00 7.50 y 9.00

(e) Following is the portfolio of accounts receivable as of March 31, 2013 and December 31,

2012 which is classified according to maturity dates:

2013 2012 S/. (000) S/. (000) To become due Up to 1 month 15,063 12,385 From 1 to 3 months 39,512 28,427 From 3 months to 1 year 111,687 119,751 From 1 to 3 years 363,892 344,277 From 3 years to more 2,923,548 2,676,166 ____________ ___________ 3,453,702 3,181,006

__________ __________ (f) The movement of the provision for doubtful accounts receivable, which is determined

according the classification and percentages indicated in note 3 (d), is shown below:

The Management considers that the provision for accounts receivable recorded as of March 31, 2013 and as of December 31, 2012, is in accordance with the standards established by SBS for Fondo MIVIVIENDA S.A. in force at such dates.

(g) On August 20, 2012, FMV received a prepayment of 36 installments of accounts receivable from a banking institution; FMV maintaining the credit risk coverage over such installments. The sum received from the bank amounted to S/.188,037, corresponding to the fair value of the 36 installments as of August 20, 2012. As established by SBS, this transaction was recorded as a sale; therefore, FMV determined that the paid up capital which decreased from accounts receivable for this transaction amounted to S/.179,797. FMV decreased its accounts receivable in this amount.

2013 2012 S/. (000) S/. (000) Balance at the beginning of the period 47,852 34,222 Plus (less) Provision recognized as expense of the period 8,662 22,137 Reversals, note 21(a) (3,436) (7,587) Exchange difference 236 (920) Reclassification of provisions (7,742) __________ __________ Balance at the end of the period 45,572 47,852 __________ __________

F-153

Consequently, FMV recorded a gain on sale of approximately S/.8,240, as established by SBS, was recognized as a deferred income in the “Provisions and other liabilities” item and shall accrue in the profit and loss statement on a linear basis during 36 months. As of December 31, 2012, the deferred income of this transaction amounts to S/.7,934. Furthermore, as stated by SBS, FMV has recorded a provision for the credit risk coverage applicable to credits related to this transaction on one third of the outstanding capital amounting to S/.53,792 as of December 31, 2012, see note 16(l). As of December 31, 2012, the provision amounts to S/.738,000.

8b. Accounts receivable, net (Trust Agreement – CRC PBP)

CRC and PBP Trust March 2013 December 2012

S/. (000) S/. (000) CRC PBP Trust in Soles 31,913 31,396 CRC PBP Trust in Dollars 36,090 35,907

Total CRC PBP Trust: 68,003 67,303 (a) As of March 31, 2013, it comprises balances of the total net assets from liabilities of Trusts

under administration (total equity and surplus (deficit) net): CRC and PBP in domestic currency in the amount of S/. 31,913 and CRC and PBP in foreign currency in the amount of S/.36,090 (S/.31,396 and S/.35,907, respectively, as of December 31, 2012).

By agreements entered into in June 2007 by Fondo MIVIVIENDA S.A., in its capacity as trustee and trustor simultaneously, both Trusts in effect were established for allowing the availability of resources for the fulfillment of obligations assumed by FMV arising from the CRC and PBP service agreements (credit risk coverage - CRC and the payment of the good payer award - PBP) entered into with certain financial entities - EF, as well as for allowing that such resources are administered more efficiently, in compliance to such purpose with the provisions set forth in the Regulations and Manual of CRC and PBP policies and processes; as well as the Manual of investment policies and procedures forming schedule of the exhibits of the agreement.

These trusts are recorded in an account in accordance with the provisions set forth by SBS Resolution N°980-2006 “Regulation for Fondo MIVIVIENDA S.A.”; in other words, in a single account in the balance sheet (see note 3 (e)) and a separate accounting is kept for control purposes showing the following balances as of March 31, 2013 and December 31, 2012:

CRC and PBP Trust March 2013 December 2012

Nuevos Soles S/. (000) S/. (000) Balance sheet Assets Cash and due from banks 1,307 3,338 Available-for-sale financial investments, net (*)

25,753 23,324

Held-to-maturity financial investments (**) 4,853 4,734

____________ ____________

F-154

(*) Increase of available-for-sale investments as of March 31, 2013 is explained by the

acquisition of sovereign bonds with the denomination of SB12AGO31 acquired in February 2013, in an amount of approximately S/.2,000, (face value) thereby maintaining sovereign bonds with a market value of S/. 2,510 and corporate bonds with a market value of S/. 23,242. As of December 31, 2012, available-for-sale investment were composed of corporate bonds with a market value of S/. 23,323.

(**) Increase of held-to-maturity investments is explained by accrued interests and the

best valuation at amortized cost of held-to-maturity bonds, which amounts are S/. 116,000 and 776,000, respectively. As of December 31, 2012, the CRC and PBP Trust in Nuevos Soles showed a balance on accrued interests and valuation at amortized costs in the amount of S/. 24,000 and S/. 804,000, respectively.

CRC and PBP Trust March 2013 March 2012 Nuevos Soles S/. (000) S/. (000) Income statement Income Interest Income 486 3,856 Valuation of investments, net 0 40

Total assets 31,913 31,396 ___________ ___________ Current liabilities Accounts payable 0 0 ____________ ____________ Total liabilities 0 0 ____________ ____________ Equity and net surplus Collection surplus, net 1,778 1,707 Adjustment to equity 437 427 Retained earnings 29,698 29,262 ____________ ____________ Total net equity and surplus 31,913 31,396 ____________ ____________ Total liabilities and equity 31,913 31,396 ___________ ___________

F-155

Other financial income __________0 ________489 Total income 486 4,385 Expenses Management fee (48) (472) Tax on financial transactions 0 (10) Miscellaneous expenses for financial services

(1) (2)

Other financial expenses __________0 ________(69) Total expenses ________(49) _______(553) Net surplus _______437 ______3,832

CRC and PBP Trust March 2013 S/. (000)

December 2012 S/. (000)

US Dollars Balance sheet Assets Cash and due from banks 12,672 9,883 Available-for-sale financial investments, net (*)

10,105 5,691

Held-to-maturity financial investments (**) 13,591 19,711

Derivative financial instruments, net 616 Accounts receivable 6 __________ __________ Total assets 36,368 35,907 __________ __________ Non-current liabilities Accounts payable 277 0 __________ __________ Total liabilities 277 0 __________ __________ Equity and net surplus Initial equity 21,013 21,013 Collection surplus, net 6,102 5,969 Unrealized results 373 540 Retained earnings 8,603 8,385 _________ __________ Total equity and net surplus 36,091 35,907 _________ __________

Total liabilities, equity and net surplus

___36,368

____35,907

CRC and PBP Trust March 2013 March 2012

US dollars S/. (000) S/. (000) Income statement Income Interest income 377 778

Valuation of investments, net (***) 219

Net foreign currency derivatives 0 818 Exchange difference, net 18 Other operating income 16

F-156

__

__ Total income 630 1,596 __________ __________ Expenses Exchange difference, net 0 (372) Net foreign currency derivatives (355) 0

Valuation of investments, net (***) 0 (389)

Management fee (54) (126)

Tax on financial transactions (1) (1)

Miscellaneous expenses for financial services

(1) (1)

Other financial expenses 0 0 __________ __________ Total expenses (411) (889) ____________ __________ Net surplus 219 707 ___________ _________

(*) Available-for-sale investments as of March 31, 2013 have increased due to the

acquisition of sovereign bonds with the denomination of SB12AGO31 acquired in February 2013, in an amount of approximately S/.4,000 (face value) with a market value of S/.5,020 and corporate bonds in dollars of U.S.$ 1,761 (face value) with a market value of S/.5,084. As of December 31, 2012, a corporate bond issued by Red de Energía Perú, maturing in June 2016, in an amount of approximately US$1,761 (face value) with a market value of S/. 5,045, was maintained.

(**) Decrease of held-to-maturity investments is mainly explained by the payment of S/.

5,630 with a face value in held-to-maturity investments in bonds in soles. As of December 31, 2012, the CRC and PBP Trust in US dollars maintains certificates of deposits from Peruvian Central Bank in an amount of S/.19,710.

(***) It mainly corresponds to the gain on exchange difference in investments in the amount

of S/. 219,000. (loss from exchange difference in investments in the amount of S/.175,000 and loss from valuation of investments in the amount of S/.213,000 as of March 31, 2012).

9. Other accounts receivable, net (a) The item is composed as follows:

March 2013

December 2012

S/. (000) S/. (000) Accounts receivable from Banks in liquidation (a) 108,217 109,238 Accounts receivable from Ex-CONEMINSA portfolio (b) 15,310 15,501 Recoveries from COFIDE-pending distribution (c) 1,690 1,443 Accounts receivable from outstanding investments 79,548 0 Other accounts receivable 622 443 205,387 126,626 Less – Provision for accounts receivable (f) Banks in liquidation (a) (108,217) (109,238) Ex-CONEMINSA portfolio (b) (13,682) (13,890) Other accounts receivable (413) (282) (122,312) (123,411)

F-157

Total 83,075 3,215 (a) It corresponds to accounts receivable generated by time deposits, certificates of deposit, among

others, which maintained the prior Fondo MIVIVIENDA in certain financial institutions that then started a process of liquidation.

Balances and provision thereof as of March 31, 2013 and December 2012 are as follows: (i) During the liquidation process, carried out under the supervision and intervention of the

Superintendency of Banking, Insurance and AFP (SBS), FMV is receiving personal property, real estate and credit collection as part of the payment of these debts. The FMV’s Management provided for the 100 percent of the portfolio of Banco Nuevo Mundo, Banco República and Banco Banex, all of them in process of liquidation, and recognizes recoveries received based on its execution. During 2012, FMV has received from Banco Nuevo Mundo in liquidation and Banco República in liquidation cash in the amount of S/.9’797,000 and S/. 8,000, respectively, as part of recoveries from outstanding accounts receivable fully provided.

The FMV’s Management considers that the provision for accounts receivable as of March 31, 2013 and December 2012 sufficiently covers the collectability risk of other accounts receivable.

(b) It corresponds to accounts receivable from portfolio of mortgage credits granted by Compañía de Negociaciones Mobiliarias e Inmobiliarias S.A.- CONEMINSA, which was received by FMV in the framework of the Payment in Kind Agreement dated December 30, 2003 for their management and recovery.

(c) As of March 31, 2013 and December 2012, it corresponds to the net effect of adjustments

and rebates of monthly conciliations between COFIDE balances, which are regularized in the next months.

(f) The movement of the provision for other accounts receivable, which is determined according

to the criteria indicated in note 3(f), is shown below:

March 2013

December 2012

S/. (000) S/. (000) Balance at the beginning of the period 123,411 133,747 Plus (less) Provision of the period 131 317 Write-offs 0 0

March 2013

December 2012

S/. (000) S/. (000) Capital Banco Nuevo Mundo , in liquidation (i) 58,070 59,164 Banco República, in liquidation (i) 39,993 39,993 Banco Banex, in liquidation – in lieu payment 8,094 8,037 Banco República, in liquidation – in lieu payment (i) 2,061 2,044 108,217 109,238 Less – Provision for doubtful accounts Banco Nuevo Mundo , in liquidation (i) -58,070 -59,164 Banco República, in liquidation (i) -39,993 -39,993 Banco Banex, in liquidation – in lieu payment -8,094 -8,037 Banco República, in liquidation – in lieu payment (i) -2,061 -2,044 -108,217 -109,238 Net 0 0

F-158

Reversals, (1,229) (10,654) Balance at the end of the period 122,312 123,411

The Management believes that the provision for other doubtful accounts recorded as of March 31, 2013 and December 31, 2012, is in accordance with the standards established by SBS in force on such dates.

F-159

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11. Intangible assets

The item is composed as follows:

Software Licenses March 2013 Total

December 2012 Total

S/. (000) S/. (000) S/. (000) S/. (000) Cost Balance as of January 1 2.053 1,481 3,535 3,482 Additions 96 0 96 53 Withdrawals and other adjustments 0 0 0 0 Others 0 0 0 0 Balance as of March 31 2,149 1,481 3,631 3,535 Accumulated depreciation Balance as of January 1 1,930 1,279 3,209 3,059 Depreciation of the year 11 25 36 150 Withdrawals and other adjustments 0 0 0 0 Balance as of March 31 1941.5453 1,303 3,245 3,209 Net book value 208 178 386 326

The intangible assets item is composed of software and licenses for use of computing equipment, which total cost as of March 31, 2013 is approximately S/. 3’631,000 and its accumulated amortization is approximately S/. 3’245,000 (cost of approximately S/.3’535,000 and accumulated amortization of approximately S/.3’209,000 as of December 31, 2012). Such intangible assets are amortized based on the straight-line method in accordance with their useful lives estimated by the Management, note 3(k).

12. Other assets

This item is composed as follows:

March 2013 December 2012 S/. (000) S/. (000) Repossessed assets, net 611 673 Others (a) 1,212 2,235 Total 1,823 2,908

(a) By Executive Management Resolution N°046-2009/DE-FONAFE, the “ITC corporate management plan for the companies under the scope of FONAFE” was approved, which defines the implementation of the shared service center of Information Technologies and Communications of FONAFE. As of March 31, 2013, this balance is mainly composed of the advance payment of such service and monthly accrual; as of March 31, 2013 the balance amounts to S/.897,000.

13. Debts and Financial Obligations

This item is composed as follows:

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March 2013

December 2012

S/. (000) S/. (000) - Debts and obligations with companies and financial entities of the country (a)

0

215,597

- Securities (b) 1,284,694 0 Total 1,284,694 215,597

(a) On February 15, 2012, FMV received a financing from Banco de la Nación in the amount of US$100,000 (which is equivalent to approximately S/.268,500 on the transaction date) at an annual effective interest rate of 2.31 percent maturing on February 15, 2015. As of December 31, 2012, FMV maintained an outstanding capital of US$83,805 (which is equivalent to approximately S/.213,704) and interests in the amount of US$742 (which is equivalent to approximately S/.1,893). Such loan was paid on February 1, 2013.

(b) On January 24, 2013, FMV issued bonds under Rule 144 or regulation S of the Securities Act in the international market. The issuance had a face amount of US$500,000 which maturity term is 10 years; it was placed below its face value at a price of 99.15 percent, at a coupon rate of 3.50 percent with semi-annual interest payment and amortization at maturity. Furthermore, as of March 31, 2013, FMV has incurred issuance costs in the amount of US.$ 4,192; transaction costs in the amount of US.$ 2,448 and accrued interests of US.$ 2,852, resulting in a net total of U$ 496,213 equivalent to S/.1’284,684.

14. Other accounts payable

(a) These items are composed as follows:

March 2013 December 2012 S/. (000) S/. (000) Other accounts payable FONAVI contributions (b) 138,223 132,811 Good Payer Bonus (capital) assigned to COFIDE (c)

80,445

77,728

Family Housing Bond to be transferred to technical entities (d)

551

10,540

Employees’ profit sharing payable 1,336 7,400 Good Payer Bonus (capital) received from MVCS (e)

2,858

6,638

Savings of the eligible family group to be transferred to technical entities (f)

5,399

3,808

Accounts payable to suppliers 2,964 781 Resources to be transferred by means of letters of guarantee enforced

965

950

Vacations and payment of fringe benefits payable

1,015

720

Taxes withheld (i) 1,485 243 Others 31,135 92 Total 166,374 241,710

Provisions and other liabilities

Deferred income from BCP flow advance, (g) 7,934 7,934 Deferred income (g) 1,440 1,440 Provisions for contingencies (h) 1,272 1,272

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b) The item balance as of March 31, 2013 and December 31, 2012 is as follows:

March 2013 December 2012 S/. (000) S/. (000) FONAVI collections pursuant to Act No. 26969 (i)

99,751

125,539

FONAVI contributions to be transferred to MEF (i)

38,188

6,989

Return of uncollected FONAVI checks (ii) 284

284

Total 138,223 132,811

(i) It mainly corresponds to balances assigned to FMV as a result of collections received

from the National Superintendency of Tax Administration – SUNAT, in respect of FONAVI contributions made by taxpayers by virtue of Act N°26969 in the amount of approximately S/.99,751 as of March 31, 2013 (S/.125,539 as of December 31, 2013). Moreover, it includes an amount of S/.38,188 as of March 31, 2013 (S/.6,989 as of December 31, 2012), in respect of outstanding FONAVI contributions to be transferred to the Ministry of Economy and Finance in the collections received by the National Superintendency of Tax Administration - SUNAT, in respect of FONAVI contributions made by taxpayers having tax stability by virtue of Act N° 27071.

The balance movement by Act N°26969 is shown below:

March 2013 December 2012 S/. (000) S/. (000) Balance at the beginning of the period 125,539 96,754 Plus (less) 1,212 2,235 Collections of the year 5,414 30,017 Contributions to be transferred to MEF -31,199 0 Return of FONAVI contributions -3 -1,232 Balance at the end of the period 99,751 125,539

(ii) It corresponds to checks drawn from 1999 to 2012 pending collection on the part of

the beneficiary. These checks were issued in respect of return of FONAVI contributions in accordance with communications by the National Superintendency of Tax Administration – SUNAT, in charge of collecting these resources.

(c) It corresponds to fund disbursed to COFIDE to be allocated to the credits authorized to

IFIS (by Mihogar Project credit and new MIVIVIENDA credits), prior verification of compliance with the requirements established in the pertinent regulations. Then,

Provision for credit risk hedging of BCP flow advance 738 738 Transactions in process 17 9 Total 11,400 11,392

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COFIDE reports six-month installments which have been applied to the final beneficiary for the timely payment of its installments according to the program schedule.

March December 2013 2012 Balance at the beginning of the period S/. (000) S/. (000) Plus (less) 77,728 64,143 BBP allocation to trust accounts receivable 2,860 17,770 Adjustment to the BBP allocation of previous periods 900 -900 Adjustment to the BBP application of previous periods 20 13,576 Application of BBP installments of Credito Mi Hogar -361 -1,271 Application of BBP installments of Credito MIVIVIENDA -702 -2,215 Final balance 80,445 77,728

(d) It corresponds to accounts receivable from the portfolio of mortgage credits granted by

Compañía de Negociaciones Mobiliarias e Inmobiliarias S.A.- CONEMINSA, which was received by FMV in the framework of the Payment in Kind Agreement dated December 30, 2003 for management and recovery thereof.

(e) It corresponds to the balance of cash funds received from the Ministry of Housing,

Construction and Sanitation, not yet allocated to the beneficiaries applying for FMV products. FMV allocates these resources through COFIDE when disbursements to IFIS are authorized for the credits approved.

The balance movement is shown below:

March 2013

December 2012

S/. (000) S/. (000) Balance at the beginning of the period 6,638 9,932 Plus (less) Regularization of previous periods (20) Resources received by MVCS during the year 0 13,576 BBP disbursement to COFIDE for credit allocation (3,760) (16,870) __________ __________ Balance at the end of the period 2,858 6,638 __________ __________

(f) It corresponds to balances payable to technical entities by eligible family groups which

had access to the Techo Propio Program, for the total amount of savings deposited by the family group in FMV accounts and the savings of the Police Housing Fund “FOVIPOL” as of March 31, 2013 and December 31, 2012.

(g) As of March 31, 2013 and December 2012, it mainly corresponds to S/.1,428 and

S/.1,409, respectively, for the difference between the book value and the market value of the financial instruments (bonds) assigned for the establishment of CRC and PBP trusts in effect in domestic currency and foreign currency when transferred (year 2007), recognized

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as deferred gain until the maturity or realization of such financial instruments as stated by SBS. During the years 2013 and 2012, FMV did not recognize income as of March 2013 or December 2012.

Moreover, an increase of S/.7,934 corresponding to the flow advance transaction of the

BCP agreement is observed.. (h) It corresponds to provisions recorded by legal proceedings related to claims and probable

labor disputes. According to the Management and its legal advisors, the provisions recorded for hedging the risk of loss for such contingencies as of March 31, 2013 and December 31, 2012, is sufficient.

(i) The balance of the item as of March 31, 2013 is as follows:

March

2013 December

2012 S/. (000) S/. (000) ESSALUD 49 47 ESSALUD Vida 0 1 Private Pension Fund Management Companies 79 77 Taxes withheld – Fourth category income 9 12 Taxes withheld – Fifth category income 1346 105 Withholdings payable to ONP 1 1

1,485

243

(j) As of March 31, 2013, a main increase of S/.31,073 is observed for the investment acquisition commitments, which were traded in the month and will be paid the next month.

15. Net Equity

(a) Share capital - Up to March 31st 2013 and December 31st 2012, the FMV's (Fondo MIVIVIENDA) share capital up to both dates is represented by 2,968,159,573 common stock completely subscribed and paid, whose face value is of S/. 1.00 per share. Its shareholder is the National Fund for the Financing of the Public Sector Companies - FONAFE (according to its Spanish acronym). The General Shareholders Meeting of the FMV, from March 26th 2012, agreed to capitalize S/. 78,816,000, corresponding to the 2011 results.

(b) Legal reserve - Pursuant the current legal regulations, the FMV shall have a legal reserve no less than 35 percent of its paid capital. This reserve is formed though an annual transference of no less than 10 percent of its net profit and can be used only to cover the accrued losses.

(c) Adjustment to the Equity - The unrealized results, which include the unrealized profit (loss), created by the valuation of the FMV's available investments for sale, is detailed next:

Unrealized results March 2013

December 2012

S/. (000) S/. (000) Fondo MIVIVIENDA S.A., note 6 (a) (1,479) ___________ ___________

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Unrealized results March 2013

December 2012

S/. (000) S/. (000) (1,479) 0 __________ __________

(d) Effective equity -

In June 2008, through Legislative Decree No. 1028, the Law of Banking, Insurance and Private Pension Funds was modified, establishing that the effective equity must be equal or over 10 percent of the total risk-weighted contingent assets and credits corresponding to the sum of: (i) the request of the market risk-weighted effective equity multiplied by 10, (ii) the request of the operational risk-weighted effective equity multiplied by 10, and (iii) the credit risk-weighted contingent assets and credits. Such calculation shall include all the exposures or assets in national or foreign currency. This ration was gradually implemented until the month of July 2011, according to the percentages and dates established in Legislative Decree No. 1028. The minimum requirement for 2013 and 2012 is of 10 and 10 percent, respectively. Legislative Decree No. 1028 also distinguishes since the 2009 fiscal year, between basic equity (Level 1) and complementary equity (Level 2), according to the established definitions and limits. In the opinion of the Management of FMV, these modifications are being applied and don't have a significant impact on their transactions. Up to March 2013 and December 31st 2012, pursuant the enforcement of Legislative Decree No. 1028, the FMV maintains the following amounts in relation to the risk-weighted contingent assets and credits and the effective equity (basic and complementary), expressed in soles:

March 2013

December 2012

S/. (000) S/. (000) Total risks-weighted assets and credits 3,706,874 3,239,913 Total effective equity 3,000,782 3,002,311 Basic effective equity (Level 1) 3,000,782 3,002,311 Complementary effective equity (Level 2) - - Aggregate capital ratio on the effective equity (%)

70.65 88.35

On the other hand, during 2009, the SBS (Superintendence of Banks, Insurance Companies and Private Pension Funds) issued Resolutions SBS No. 2115-2009, No. 6328-2009, No. 14354-2009, Regulations for the Requirement of Effective Equity by Operational Risk, Mark Risk and Credit Risk, respectively, and modifications; which became effective on July 2009, with the exception of the Credit Risk Resolution, which had an adjustment period until June 30th 2010. These resolutions mainly establish the methodologies to be used by the financial entities to calculate weighted assets and credits for each type of risk. Until to March 31st 2013 and December 31st 2012, the FMV has been complying with the requirements of such resolutions. On July 20th 2011, the SBS issued Resolution No. 8425-2011, which establishes that in order to determine the level of additional effective equity, the financial institutions are

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required to have a process to evaluate its effective equity adequacy in relation to its risk profile, which shall follow the methodology described in such resolution. The requirement of additional effective equity shall be equal to the sum of the effective equity requirements calculated for each one of the following components: economic cycle, concentration risk, market concentration risk, interest rate risk and other risks. The financial entities will have a period of five years since July 2012 to adapt the total of its effective equity to the requested level.

16. Tax Situation

(a) The FMV is subject to the Peruvian tax regime. The income tax rate up to March 31st 2013 and March 31st 2012 is 30 percent on the taxable profit after calculating the shares of the workers, which, pursuant the current regulations, are calculated with a rate of 5 percent on the taxable income.

(b) Starting from the 2011 fiscal year, due to the modification introduced by Law No. 29645 to the Income Tax Law, the interests coming from loans awarded directly or through financial providers or intermediates by international organisms or foreign government agencies, is also included as one of the circumstances exempted of Income Tax. Also, in relation to the exemption of the interests by development credits, these shall be understood as the debt transactions destined to finance projects or programs for the development of the country in public infrastructure works and provision of public services, as well as those destined to finance the loans to microbusinesses, pursuant Resolution SBS no. 11356-2008 or the regulation replacing it.

(c) It was established that starting from the August 2012 tax exercise, the tax payers shall the highest sum resulting from the comparison of the ratio system - System a) and System b) - to apply to the net income obtained in the month, pursuant article No. 85 of the Homologized Text of the Income Tax Law (modified by article 3 of Legislative Decree No. 1120) and article 54 of the Income Tax Law Regulation (modified by Supreme Decree No. 155-2012-EF). The modification of this article brings the reduction of the percentage from 2% to 1.5% from the percentage system; the decrease of the percentage of this payment on account system can favor, one way or another, the tax payers covered under this system when starting activities or obtaining a tax loss from previous exercises.

(d) By means of the modifications introduced to subsection II) of article 37 of the Income Tax Law, the limits to the training expenditures are eliminated and the application of general criteria is modified. Furthermore, by means of the modification executed by Legislative Decree No. 1120, the 5% of the total deducted expenses of the fiscal year introduced for the training expenses by means of Law No. 29498, human capital investment promotion law, is eliminated.

(e) The modifications of the expenses pertaining to costs to the Income Tax Law with Legislative Decree No. 1120 are related to the new type of vehicles in the calculation of the limit of vehicles whose expenses are deductible for the companies. Two new rules will be valid from 2013: i) the limit shall include, besides of cars, the vehicles of the B1.3 and B1.4 categories, meaning 4x2 and 4x4 trucks; ii) independently of their category, the expenses corresponding to the vehicles destined to direction, representation and management activities, whose price exceeds the amount to be established by the Income Tax Law Regulation, shall not be deductible.

(f) The payment receipt has as its purpose to certify the execution of a transaction (property transference, commodatum or the provision of a service) and works as a compliance support of the formal obligations imposed by the tax legislator; it was agreed to modify article No. 20 "Gross Income" of the Income Tax Law, in relation to the

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support of the Property Transference, by means of Legislative Decree No. 1112, indicating that: The claimable cost supported with payment receipts issued by tax payers that at the date of issue are undomiciled for tax purposes, according to the Revenue Service, except if the tax payer has corrected such situation by December 31st of the fiscal year in which the payment receipt was issued. The obligation to support the claimable cost with payment receipts shall not be applicable in the following cases: (i) when the transferor receives category 2 income for the transfer of the property; (ii) when according to the Payment Receipts Regulation their issuance is not mandatory; or, (iii) when, pursuant with the article 37 of this Income Tax Law, the support of the expense with other documents is allowed, in which case the cost can be supported with such documents.

(g) The Tax Authority has the power to review and, if applicable, to correct the income tax

calculated by the FMV within the four years after the year of the presentation of the corresponding tax return. The income and general sales tax return from 2008 to 2012 are subject to inspection by the Tax Authority Due to the possible interpretations of the current legal regulations by the Tax Authority, to date it is not possible to establish if the revisions to be carried out will result or not in liabilities for the FMV, therefore any important tax or surcharge resulting from the possible tax revisions would be applied to the results of the fiscal year in which it is finally established.

(h) Up to March 2013, the FMV has an income tax balance to pay of S/. 2,148 000 New

Soles (S/. 9,572,000 Nuevos Soles up to December 31st 2012), included in the "Current Tax" category of the statement of financial position.

• In relation to the Income Tax up to December 32st 2012: It does not consider the payment on account of the month of December 2012 until its payment in full, which was executed on January 14th 2013. This credit is included in the 2012 Annual Income Tax Assessment, which was paid March 26th 2013, according to the schedule of the SUNAT.

• In relation to the Income Tax up to March 31st 2013: What is shown is the Provision of the Income Tax up to March 2013, deducting only the payments on accounts fully paid before the end of the month, January and February, as shown in the following chart:

17. Deferred Income Tax

March 2013 S/. (000) Provision of the Income Tax up to March 2013 7,608

Payment on account - January 2013 (2,713)

Payment on account - February 2013 (2,747)

Tax payable up to March 2013 2,148

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(a) The details of the components originating the deferred income tax up to March 31st 2013 and December 31st 2012 are next:

March 2013

December 2012

Deferred asset S/. (000) S/. (000) Generic provision for Doubtful Collection Account 4,201 3,513 Deferred Income due to Anticipated Cash Flows of the BCP (Banco de Crédito del Perú) 2,150 2,380 Others 1,562 1,621 7,913 7,514 Deferred Liability Other minors (97) (304) (97 ) (304) Net Deferred asset 7,816 7,210

18. Interests Income

A breakdown of this category is presented next:

March 2013

March 2012

S/. (000) S/. (000) Available (a) 5,677 3,027 Investments available-for-sale (b) 1,858 236 Held-to-maturity investments 22 1,362 Account receivables (d) 48,086 49,737 Other financial income 149 298 Total 55,792 45,660

a) It corresponds to the interests generated by the interest bearing bank accounts and the

accrued interests of the time deposits. b) It corresponds to the investments available-for-sale, which are formed mainly by sovereign

bonds interests. c) It corresponds to the held-to-maturity investments, which are mainly formed by the interests

of short-term bills. d) It corresponds to the interests generated by the account receivables from the financial

entities, which are placed through the COFIDE trust; it also corresponds to the statement of results of the CRC-PBP Trusts.

19. Interests Expenditures

A breakdown of this category is presented next:

March 2013

March 2012

S/. (000) S/. (000) Debits and obligations of the Peruvian financial system

(443) (746)

Debits and obligations of the Peruvian financial ____(7,611) ___________-_

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(a) It corresponds to the accrued interests generated by loans of the Banco de la Nación. (b) It corresponds to the accrued interests generated by the Issuances of Bonds, which were

issued in 2013. (c) This category shows the Good Payer Award, awarded through the COFIDE Trust.

20. Financial Service Revenues

They correspond, mainly, to the commissions perceived for the trust management service, especially from the CRC-PBP Trust management, for which the FMV receives from the IFIS a monthly commission equivalent to 0.05 percent of the net equity of CRC and PBP at the end of each month, charged against CRC and PBP.

March 2013

March 2012

S/. (000) S/. (000) Trust Income and Trust Commission 125 2,110 Miscellaneous income 1,490 15 Total 1,615 2,125

21. Financial Service Expenditures

March 2013

March 2012

S/. (000) S/. (000) Miscellaneous Expenditures (18) (23) Total (18) (23)

22. Trading Results

March 2013

March 2012

S/. (000) S/. (000) Investments available-for-sale - (50) Results of the Coverage Transactions (a) (2,128) 6,842 Profit – Loss in Exchange Rate 1,938 (3,952) Others 988 196

(a) It corresponds to the loss generated by our coverage forwards, which up to 03.31.2013

provides a loss of S/.2,128 and up to 03.31.2012, a profit of S/.6,842, due to the increased exchange rate in March 2013.

23. Administrative Expenses

(a) A breakdown of this category is presented next:

March 2013

March 2012

S/. (000) S/. (000) Personnel and board of directors expenditures (b) 3,981 3,917

system (a) Outstanding securities an obligations (b) (8,054) (746) Other financial expenses (c) (8,800) (7,637) Total interest expenses (16,854) (8,383)

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March 2013

March 2012

S/. (000) S/. (000) Services received from third parties (c) 4,489 4,248 Duties and taxes 54 _______97 Total

8,524

8,262

_______

(b) The composition of the "personnel and board of directors" account expenses is presented next:

March 13

S/. (000) March 12 S/. (000)

Compensations 1,764.37 1740,18 Workers’ shares 1,334.68 1,309.21 Bonus 292.42 282.61 Compensation for time of service

171.20 167.58

Social security and welfare 163.92 163.54 Holidays 154.21 145.01 Training 7.22 10.93 Others 92.88 98.27

FMV distributes 5 percent of the taxable subject-matter as schedule of the workers in the profits, pursuant the current legal provisions.

(c) The detail of the "services received from third schedule" account is presented next:

March 2013 S/. (000)

March 2012 S/. (000)

Consultancy services 1,514 1,636 Advertising 1,020 852 Lease of goods and real estate 457 346 ITC project expenses 250 0 Surveillance and protection 156 171 Repair and maintenance 139 190 Mobility 102 99 Communications 95 91 Insurances 88 34 Travel expenses 73 61 Courier service 63 33 Cleaning services 60 28 Office supplies 47 53 Public services 45 47 Telemarketing service 28 16 Other expenses 350 591 4,489 4,248

24. Valuation of Assets and Provisions

The detail of this category is presented next:

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March 2013

December 2012

S/. (000) S/. (000) Provisions for Uncollectability of Account Receivables

COFIDE Trust Provision 8,662 6,190 EXONEMINSA Provision 3 247 Provision of Portfolio received as payment 100 0 Provision of Receivable Invoice 27 28 Reversal of Provision - COFIDE -3,437 -2,160 Reversal of Provision - EXConeminsa -212 -108 Reversal of Provision – IFIS in Settlement -1,094 -2 Reversal of Provision – Other Account Receivables 0 -10 4,049 4,186 Provisions for Lawsuits Other Provisions

51

62

0

33

25. Other Income, net

The detail of this category is presented next:

Other Income March 2013

S/. (000)

March 2012

S/. (000) Other minor income 236 40 Income for miscellaneous account receivables 168 79 404 119 Other Expenditures Other minor expenditures (51) (104) (51) (104) Total other income, net 353 16

26. Risk Assessment

The activities of FMV are related mainly to the loan volumes of its resources through the country's financial institutions for the acquisition of houses by individuals. The financial institutions are evaluated and are assigned to long-term credit lines; also, it participates in construction and housing promotion activities, and it manages resources received from the State and its own (such as the Residential Family Bond), mainly investing these funds in fixed income investments with investment grade, for the purpose of ensuring some return in time and the liquidity necessary to comply with its liabilities and credit activities. This way, the FMV is exposed to different risks, such as credit, liquidity, interest rate, exchange rate, investment, operational, among others, which are managed by the Risk Office through an identification, measurement, control, report and continuous monitoring process, following the risk limits, tolerances and controls established by the Board of Directors. This risk management process is critical for the sustainability of the Institution and its profitability, therefore, each collaborator (Directors included) within FMV is responsible for the risk exposures related to the activities and responsibilities. Market Risks - The FMV is exposed to market risks, which are the risks the fair value or the future cash flows of a financial instrument fluctuate negatively due to changes in the market prices. The market risks arise from the balance sheet items subject to the interest rates risk and exchange rate risk. This last risk is maintained when the FMV no longer executes loans in a

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foreign currency (for example, in American Dollars), because it still have a remaining balance of loans in such currency in the traditional MIVIVIENDA product. The FMV applies the "Value at Risk - VaR" methodology to calculate the maximum expected loss that could be generated in the items subject to the interest rate risk and exchange rate risk. The Board of Directors of FMV establishes the value at risk limits that are acceptable, which are monitored daily by the Risk Office. The FMV establishes the policies and procedures for the control of market and liquidity risks, as well as the limits for specific credit, investment and hedging with derivatives in order to improve its profitability / risk balance process. Liquidity Risks - The FMV is exposed to liquidity risk, derived from the opportunity to have available resources for loans placement, payment of payroll, taxes, suppliers and settlement of hedging derivatives, and service obligations due to amounts owed and other liabilities that could be taken, even though it is true such risks are minimal. The FMV does not have cash resources to comply with all these needs; the FMV's experience shows that a minimum level of reinvestment of the held-to-maturity funds can be predicted with a high level of accuracy. The FMV established limits on the minimum amounts of available funds to cover the payment of obligations necessary to cover the liquidity requirement levels, and monitors daily the liquidity requirements based on these limits and the cash flow prepared by the Treasury area. The procedure of settling and controlling the maturity mismatches and of the interest rates of the assets and liability is essential for the administration of the FMV management. It is not usual for the financial institutions to be completely settled, due to the uncertain terms and several types of transactions they execute. An uncovered item in a period can potentially increase the profitability, but it also increases the loss risk. FMV's liquidity ratio is an operative indicator because the average of the loan volume is considered obligations channeled to the country's financial institutions through the Development Finance Corporation. Up to March 31st 2013 and 2012, the FMV has liabilities or financial obligations; however, the liquidity ratio control is implemented under the capacity considerations, especially to be able to deal with the credit placement demands, besides of the payments of payroll, suppliers, taxes and settlements of hedging derivatives. An analysis of FMV's relevant assets and liabilities grouped according to their contractual maturity is included in the notes to the financial statements. Cash flow and fair value risks by the interest rates - The cash flow risk by interest rates is the risk that the cash flows of a financial interest fluctuate due to the changes in the market's exchange rates. The fair value risk by interest rates is the risk that the cash flows of a financial instrument fluctuate due to the changes in the market's exchange rates. The control and monitoring of the investment portfolio's exchange rates in fixed income that the FMV maintains is executed through the calculation of the value at risk VaR and making sure that the value at risk does not exceed the established internal limit, a limit established as percentage of the effective equity of the FMV. Also, the Risk Office makes sure that the "Stop Loss" and "Take Profit" indicators of the fixed income instruments being settled are complied with. These instruments are valuated daily and informed to FMV's competent areas. The Risk Office measures the sensitivity of FMV balance sheet with the risk of the interest rates through the regulatory annexes required monthly by the SBS, such as the calculation of gaps and analysis of sensitivity in case of changes of the interest rates. The distribution of the balance sheet accounts to execute the annexes is carried out under distribution assumptions according to maturity deadlines; these assumptions are part of an internal

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methodology approved by the Risk Committee of the FMV. On the other hand, the FMV has internal limits for the equity value at risk, which looks to enclose the balance sheet interest rates. The FMV has items that are subjected to, due to the fluctuations in the levels of the market's interest rates, on their financial situation and cash flow. The interest margins can increase as a result of such changes, but at the same time they can decrease or generate losses in case on unexpected or negative movements. The FMV establishes limits on the mismatch level to the changes to the interest rates to be assumed, which are monitored monthly by the Risk Office through the regulatory annexes reported to the SBS. It is worth mentioning that at the closing of the first quarter of 2013, the FMV maintains liability operations or financial outstanding debts for the international issuance of bonds executed in January 2013. It is also worth mentioning that the FMV manages the MVCS (Ministry of Housing, Construction and Sanitation) destined to the subsidies for the families that apply for a house of the Techo Propio program. The account receivables and other accounts payable are subject to the risk originated by the fluctuations in the interest rates. The relevant maturity characteristics and contractual interest rates of the main financial instruments are indicated in the corresponding notes to the financial statements. Exchange risk rate - The FMV is exposed to the effects of the fluctuations in the changes of the foreign currency prevailing in its financial position and cash flow. The FMV sets limits for the exposure levels per currency and the total of the daily transactions, which are daily monitored by the Risk Office. The active operations of the current products and liabilities(sic) (the latter according to situation and availability of the market), are executed preferably in the domestic currency. FMV's exchange rate risk comes mainly from the international issuance of the bonds that are greater than the balances of the credit assets in American Dollars of credit placements of the traditional MIVIVIENDA product; a product that is no longer placed but has balance receivables according to their original schedules. With the purpose of mitigating the exposure to the exchange rate risk, the FMV executes transactions of coverage derivatives for the balance sheet exchange rate risk management. The Risk Office daily valuates and monitors the derivatives operations. FMV's assets and liabilities in a foreign currency up to March 2013 and 2012 are presented in note 4. Operational risk - FMV's operational risk is created by the known aspects of the management related to people, processes and procedures, information technology and external aspects. The operational risk is managed by each one of the Managements and/or Offices of the institution, in coordination with the Risk Office, which supports them in application of the operational risk methodologies used; establishing a qualitative and quantitative valuation of its risks and controls. Also, the Risk Committee is periodically informed of the main risks and their mitigation. A loss database per Operational Risk is designed and in operation for the organized registration and analysis of incidents of the entity. Finally, the FMV administrates the Information Security Management System, for which there are policies and the permanently updated Information Security Plan; it also has a Business Continuity Management System, executing every year Business Continuity Plan Tests, so it allows us to guarantee the operation of our alternative computer center and for the Institution not to interrupt (beyond a sensible amount of time) its activities due to some disaster. Credit risk -

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The FMV channels its resources for credit loans destined to housing through COFIDE, with the placement of credit lines to financial institutions; which are evaluated by the Commercial Department and are reviewed by the Risk Office and exposed before the Risk Committee for their approval. The individual exposure and by unique risk for each financial institution, which includes credit placements and investments, is established through sub-limits per product; in order properly control the credit risk exposure, which is monitored and reviewed periodically. The credit lines awarded by FMV are managed through the analysis of certain criteria, mainly related to the liquidity, solvency, quality of the assets, profitability and payment capacity of the financial institutions, among others. Also, the Risk Offices carries out a follow-up of indicators and the permanent financial and economic situation of the financial institutions, in order to monitor its performance and take sensible measures in case of deterioration. Additionally, credit portfolio revision visits are executed every year to such IFIs with the purpose of securing the proper creation of finalist credits, carried out with the FMV resources. FMV's management has estimated that up to March 31st 2013, the maximum amount of credit risk to which the FMV is exposed, represents the value in the books of the bank deposits that accrue interests, the accounts payable (COFIDE Trust Agreement) and other monetary assets.

27. Contingencies

The FMV has the following contentious proceedings up to March 31st 2013:

(a) Several work proceedings related to its operations in relation to lawsuits by way of the

payment of profits and refund of social benefits, registering a provision of S/.255,000 Nuevos Soles up to March 31st 2013 (S/. 186,000 Nuevos Soles up to March 31st 2012).

(b) Several constitutional processes (relief action) related to the restitution of labor rights to former FMV workers. Also, proceedings due to discrimination in the right of participation in processes of awarding and contracting, payment of the registration of technical entities due to committed infractions.

(c) Administrative contentious proceeding by Consorcio DHMONT & CG&M S.A.C. through

the contesting of the administrative resolution, in which the plaintiff requests the decree of annulment of FMV's letter in which the refund of the bid bond that worked as guarantee and requirement to present its appeal in the public bidding (Collique) called by FMV, in which such company participated, was denied. The demanded amount amounts to S/. 4,870,000 Nuevos Soles; The Judge ordered the refund of S/. 624,000 Nuevos Soles (US 241,000 American Dollars).

The administrative process by Eduardo Humberto Poletti Gaitan and Maria del Carmen Ponciano; lawsuit by unilateral modification of the purchase and sale contract and the collection of additional insurance; Indecopi declared justified part of the appeal, ordering to the FMV the payment of 2 tax units, due to the infraction of the Consumer's Code, up to 12.31.2012, in the provisioned amount of S/. 7,000 Nuevos Soles.

In the opinion of the Management and its legal advisors, these processes shall not result in significant additional liabilities to the ones registered in the attached financial statements.

28. Fair Value

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The fair value or estimated market value is the sum for which an asset could be exchanged or a liability agreed between the knowing and ready parties, under the assumption that the entity is a going concern. When a financial instrument is traded in an active and liquid market, its price stipulated in the market in a real transaction provides the best evidence of its fair value. When there is no price stipulated in the market or it may not be an indication of the instrument's fair value, in order to determine such fair value, the market value of another instrument, the analysis of deducted flows or other applicable techniques, which are significantly affected by the assumptions used, can be used. Even though the Management has used its best judgment in the estimation of the fair values of its financial instruments, any technique to execute such estimate entails certain inherent fragility level. As a result, the fair value cannot be an indicator of net fair value or the settlement of such instruments. A significant portion of the assets and liabilities of the FMV corresponds to short-term financial instruments, with maturity deadlines of less than a year; therefore it is considered that the fair values of such financial instruments are equivalent to their corresponding value in the books at the end of the fiscal year, with exception of those for which there is an active market.

The methodologies and assumptions used depend on the risk terms and characteristics of the different financial instruments such as it is shown next: - The available funds represent cash and short-term deposits which do not represent

significant credit risks, for which it is considered that their book value is equivalent to their estimated market value.

- The investments available for sale are registered to their estimated market values,

therefore their book value is equal to such value. - The held-to-maturity investments have a current nature, because their deadline is in August

2013, therefore it is estimated that their value in books does not alter significantly from its estimated fair value.

- The account receivables have a long-term nature and produce an interest rate according to the range of products that the Fondo MIVIVIENDA has, through which the credit lines with the IFIS channeled. In the Management's opinion, the market value of the account receivables is similar with their corresponding book value.

- The obligations with the public; this book account has been reclassified to accounts payable

since 01.01.13 according to the communications of the SBS. The market value is similar to its corresponding book value; this is due mainly to its current nature because this account mostly includes the payable income tax.

- The outstanding market value and financial obligations is similar to their corresponding

book value due to its current nature, because they were paid during the first quarter of the next year.

- The other accounts payable and other liabilities do not create interests. As a result, it is

estimated that their book values are significantly different from their corresponding market values.

- The FMV registers the operations with derivative financial instruments to their estimated

market value; therefore there are no differences with their book value. Based on the aforementioned analysis, the FMV Management estimates that, up to March 31st 2013 and December 2012, the estimated market values of the FMV financial instruments are not significantly different of their book values.

29. Later events

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There is no knowledge of important events that happened between the closing date of these financial statements and the date of this report, which could affect them significantly. Even the FMV received the Resolution of Determination for the closing of the inspection of 2010 Income Tax by the Tax Administration, whose debt determination amount by such inspection process was zero

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093330-2253-02253-Active.14188331.107/30/2013 11:44 AM

FONDO MIVIVIENDA S.A.

Av. Paseo de la República 3121 San Isidro-Lima

Lima, Peru

INDEPENDENT AUDITORS

Medina Zaldívar, Paredes & Asociados, a member firm of Ernst & Young Global

Av Victor Andrés Belaunde 171 San Isidro, Lima

Peru

TRUSTEE, PAYING AGENT, REGISTRAR AND TRANSFER AGENT

Citibank N.A. 388 Greenwich Street, 14th Floor

New York, NY Unites States of America

LISTING AGENT FOR LUXEMBOURG, PAYING AGENT AND TRANSFER AGENT FOR LUXEMBOURG

Banque Internationale à (Luxembourg) S.A. 69, route d’Esch Office PLM-101F

L – 2953, Luxembourg

PERUVIAN PLACEMENT AGENT

Citicorp Peru S.A. Sociedad Agente de Bolsa

Avenida Canaval y Moreyra 480, Piso 4 San Isidro, Lima

Peru

LEGAL ADVISERS

To the Issuer as to U.S. Law

To the Initial Purchasers as to U.S. Law

Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017

United States of America

Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022

United States of America

To the Issuer as to Peruvian Law

To the Initial Purchasers as to Peruvian Law

Estudio Echecopar Av. De la Floresta 497, 5th Floor

San Borja, Lima 41 Peru

Miranda & Amado Abogados Av. Larco 1301, 20th Floor

Miraflores, Lima 18 Peru

001307-0002-15107-Active.14389758.1 07/30/2013 11:44 AM