RISK FACTORS

Investing in our class A shares involves a significant degree of risk. The material risks and uncertainties that management believes affect us are described below. Before investing in our class A shares, you should carefully consider the risks and uncertainties described below in addition to the other information contained in this prospectus. Any of the following risks, alone or together with risks and uncertainties that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition, results of operations or prospects. When determining whether to invest, you should consider all of the information in this prospectus, including our financial statements and the notes thereto.

Risks Relating to Our Business

We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate, and any negative impact on those brands could have a material adverse effect on us.

We operate our business through several brands. Our principal brands are Auna, our primary brand, as well as Oncosalud, Clínica Delgado, Clínica Las Américas, IMAT Oncomédica and OCA. Our brands’ reputation is fundamental to driving demand for our healthcare services and prepaid plans and to our ability to attract and retain qualified medical personnel to work at our facilities. In addition, our brands’ reputation is key to our ability to negotiate favorable contracts with third parties, such as insurance providers and medical suppliers. Our ability to maintain our reputation is contingent on offering high-quality and efficient healthcare services. Accordingly, if we are unable to offer high-quality healthcare services and/or maintain our brands’ reputation among our plan members, patients and medical professionals, our business, financial condition and results of operations may be adversely affected.

In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms, including reviews, is virtually immediate, as is its impact. Many social media platforms allow the publishing of the content posted by their subscribers and participants, often without filters or checks on the accuracy of such content. If we receive negative reviews on social media or other negative publicity, even if such reviews are inaccurate, our brands’ reputation could suffer, affecting demand for our healthcare services, or we may have more difficulty attracting and retaining qualified medical personnel to work at our facilities, any of which could affect our ability to offer high-quality healthcare services and could have a material adverse effect on our business, results of operations and financial condition.

Our operating results may be adversely affected if we are not able to estimate and control healthcare costs, or if we cannot increase our prices to offset cost or expenditure increases, at our hospitals and clinics and with respect to our healthcare plans.

Our operating results depend in large part on our ability to estimate and control the future costs involved in providing healthcare services at our hospitals and clinics. According to data published by the INEGI in Mexico, the Instituto Nacional de Estadística e Informática (“INEI”) in Peru and the Departamento Administrativo Nacional de Estadística in Colombia, healthcare costs increased in Mexico, Peru and Colombia by 10.9%, 9.2% and 1.1%, respectively, during 2022.

The main factors affecting healthcare costs and expenditures, and our ability to offset increases include:

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In addition, with respect to our healthcare plans, differences between predicted and actual healthcare costs as a percentage of revenues attributable to our healthcare plans can result in significant changes in our results of operations. Costs at our oncology business vary by the number of patients that are diagnosed in any given period as well as the stage of diagnosis (i.e., Stage I versus Stage IV) and type of cancer diagnosed. Later-stage diagnoses typically involve more costly treatment regimens, and certain types of cancer may be more likely to require newer, more expensive treatment options, which may also impact our costs. In addition, costs under our general healthcare plans vary by the frequency of patient visits to our facilities and the level of complexity of any required treatments, which is difficult to predict. We adjust our plan pricing on an annual basis to reflect current cost projections and this adjusted pricing is automatically applied to any plans that are automatically renewed for another year. However, because our healthcare plans are prepaid for one-year terms, any increase in costs in excess of our cost projections within a given period cannot be recovered in that plan period by increasing pricing. Moreover, any such increase in pricing could increase the number of plan cancellations and adversely affect our ability to add new plan members.

Many of these factors are outside of our control. In addition, certain aspects of our growth strategy may also result in increased operating expenditures, such as opening new facilities or hiring additional personnel, which may not be offset by an increase in our revenue, resulting in diminished operating margins. We may also be unable to appropriately predict costs associated with the implementation of new healthcare plans, which may result in lower margins in connection with such products.

If any of the above events occur and we are unable to rapidly adapt in proportion to the increase in costs for the provision of healthcare services, our business, financial condition and results of operations may be adversely affected.

Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us, such as, for example, due to limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services as a result of changes in the social security regimes in recent years.

During the nine-month period ended September 30, 2023, 92.7% of payments in our Healthcare Services in Mexico segment came from third-party insurance and institutional providers, including the Mexican government, and 7.3% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Peru segment, 46.8% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government, 22.5% are payments made by the Oncosalud segment and 30.7% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 95.9% of payments came from third-party insurance and institutional providers, including insurance providers under the Colombian’s government’s social security system, and 4.1% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. Our accounts receivable for payments from the third-party insurance and institutional providers previously mentioned are typically collected on an average of 41 days in Mexico, 114 days in Peru and 149 days in Colombia; this average is calculated from the average billed revenue and accounts receivables of third-party insurance and institutional providers of each segment, during the period from October 2022 to September 2023. The average collection days in each country, including out-of-pocket revenue and accounts receivables are 38 days in Mexico, 73 days in Peru and 144 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the period from October 2022 to September 2023. The process to collect our accounts receivable begins with an internal validation of all the items comprising the healthcare services provided and its corresponding rates, and then comes the billing of the services and submission of the files to the third-party insurance and institutional providers. The process continues with the review of the files by the third-party insurance

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and institutional providers and ends with the collection of the invoices. However, this review performed by the third-party insurance and institutional providers may trigger the return of certain files to us to correct observations and to issue a new invoice if necessary, and then a re-sending by us of the revised information to the third-party insurance and institutional providers for the corresponding additional review of the updated invoice and files, normally causing a lengthening of the time it takes to collect the related account receivables. Although this process is similar in the three countries, the differences in the internal processes of each of the third-party insurance and institutional providers generate differences in the time that each country collects their account receivables.

An increase in this timing can significantly impact our ability to convert recognized revenue into payments, lengthening our cash conversion cycle. In addition, certain of our principal third-party payers in Peru also run their own hospital networks and therefore compete with us. See “—We face competition in fragmented markets like Peru and Colombia, from our current competitors and from future competitors that might enter the sector.”

In Mexico and Peru, a facility must be included on an insurance provider’s approved list of healthcare facilities for an individual to be reimbursed for the services they receive at that facility. We negotiate with private insurance providers to ensure that we are on their list of approved facilities and to agree on the prices at which we are reimbursed for services provided to their plan members. We expect continued third-party efforts to aggressively manage reimbursement levels and control costs. Moreover, our negotiating position could decline in the future if our brands’ reputation suffers. EPSs’ users in Colombia have the right to choose their health service provider from a pre-approved list of IPS. Under certain circumstances, a plan member can challenge that decision and request to go elsewhere in the EPS’ network. If we do not maintain our reputation among EPSs and patients as one of the leading healthcare providers in Medellín, Montería and Barranquilla, EPSs may choose to send their plan members to, or patients may choose to go to, other facilities, which could have a material adverse effect on our business, financial condition and results of operations. See “—We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate.”

In Colombia, in 2022, approximately 99.6% of the population received mandatory healthcare insurance through the government’s social security system (the “SGSSS”).

Changes in the SGSSS in recent years have resulted in limitations on reimbursement and payment for health services from EPSs and, in some cases, reduced levels of reimbursement for healthcare services. Moreover, payments from SGSSS funds are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, funding restrictions and solvency risks of EPSs, all of which could materially increase or decrease program payments, as well as negatively affect the cost of providing service to patients and the timing of payments to facilities. We are unable to predict the effect of recent and future policy changes on our operations, and any such changes could have a material adverse effect on us.

A failure of our IT systems could adversely impact our business.

We rely extensively on our IT systems to manage clinical and financial data, communicate with our patients, payers, suppliers and other third parties and summarize and analyze operating results. In addition, we are subject to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws. A failure of our IT systems may be caused by, among other things, defects in design or manufacture of hardware, software or applications we develop or procure from third parties, human error, cyber security incidents, damage from natural disasters, power loss, telecommunications failure, unauthorized entry or other events beyond our control. In certain circumstances we may rely on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks. Our IT systems also depend on the timely maintenance, upgrade and replacement of networks, equipment and software, as well as preemptive expenses to mitigate the risks of failures.

Any failure of our IT systems could materially disrupt our business activities. For example, because we are reliant on our IT systems to manage clinical information and patient data, a material disruption of our IT systems could negatively impact our ability to treat our patients for the duration of the disruption and result in injury and loss of lives, which could subject us to significant litigation or other losses and have a material adverse impact on our reputation, business, financial condition and result of operations.

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A failure of our IT systems could also expose us to various security threats and vulnerabilities that may result in the theft, destruction, loss or misappropriation of protected health information or other data subject to privacy laws in Mexico, Peru or Colombia or loss of proprietary business information. Breaches of our security measures and the unauthorized dissemination of sensitive personal information, proprietary information or confidential information could expose us, our customers or other third parties to a risk of loss or misuse of this information, including exposing our customers to the risk of financial or medical identity theft, result in litigation and potential liability, such as regulatory penalties, for us, damage our brand and reputation or otherwise harm our business. The failure of our IT systems, including the costs to eliminate or address security threats and vulnerabilities before or after a system failure, could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to provide high-quality, advanced care for a broad array of medical needs, demand for our healthcare services may decrease.

Demand for our healthcare services is driven in large part by our ability to offer high-quality, advanced care for a broad array of medical needs, which is in turn contingent on our having state-of-the-art medical equipment and infrastructure at our facilities, as well as our ability to access high-quality medicines. The technology used in medical equipment and related devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare providers. Moreover, new and improved medicines are constantly being introduced to the market. To compete effectively, and to attract doctors and recruit and retain medical staff, we must continually assess our equipment and infrastructure needs and invest in upgrades when significant technological advances occur in order to continue providing access to advanced treatment, and we must ensure that we have access to high-quality, cutting-edge medicines for any given treatment. Such technological equipment and infrastructure costs represent significant capital expenditures. If our facilities do not stay current with technological advances in the healthcare industry and/or we do not offer access to high-quality, cutting-edge medicines, patients may seek treatment from other providers or insurance providers may send their patients to alternate facilities, which could result in decreased demand for our services and have an adverse effect on our business, financial condition and results of operations.

We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.

Our board of directors has the ultimate responsibility for liquidity risk management. It has established an appropriate framework allowing our management to handle financing requirements for the short-, medium- and long-term. As of September 30, 2023, we had negative working capital, which is calculated as current assets minus current liabilities, of S/68.6 million (US$18.1 million). Our management believes that our available cash and cash equivalents and cash flows expected to be generated from operations and borrowings available to us under our revolving credit lines, will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. However, we may require additional capital in the form of additional debt or equity to meet our long-term objectives relating to the expansion of our business. As a result, we may have negative working capital from time to time. It may be difficult for us to obtain additional financing in the future, on acceptable terms or at all, given that a significant portion of our assets are currently pledged for our financings. If we are unable to access the capital markets to finance our operations in the future, this could adversely affect our ability to obtain additional capital to grow our business and have an adverse effect on our business, financial condition and results of operations.

We face competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.

The healthcare industry in Mexico, Peru and Colombia is competitive. In Peru and Mexico, we face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. In Peru, many of these competitors are operated by our principal third-party payers. While our Auna Peru network is currently one of the few private healthcare networks in the country with broad geographic reach, and the

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market is generally fragmented, it is possible that healthcare services providers operating other private hospitals and clinics will consolidate and further integrate their operations across facilities, which could cause us to lose market share. For example, Rímac Seguros y Reaseguros S.A. (“Rímac”) and El Pacífico-Peruano Suiza Compañia de Seguros y Reaseguros S.A. (“Pacífico”), two of the main insurance providers in Peru that are also significant third-party payers for Auna services, own and operate their own hospital networks that compete with us. Moreover, our flagship hospital, Clínica Delgado, faces competition from other high-complexity hospitals and clinics in Lima, such as Clínica Ricardo Palma, Clínica Anglo Americana and Clínica San Felipe. Our Auna Mexico network faces competition from other high-complexity hospitals in Monterrey, such as Christus Muguerza, Hospital Ángeles, TecSalud and Swiss Hospital. If demand for Clínica Delgado’s services and/or services in our hospitals in Monterrey decline, demand for services at our networks overall may decline and/or our negotiating position with insurance providers and other third parties could suffer, any of which could have a material adverse effect on our business, financial condition and results of operations.

Currently, the quality of public sector medical services in Peru and Mexico, principally provided by EsSalud and Seguro Integral de Salud (“SIS”) in Peru and Mexican Institute of Social Security (“IMSS”) in Mexico, is widely considered deficient and over capacity, with long scheduling times, short appointments with doctors and a shortage of facilities, and we do not currently face substantial competition from government providers in Peru and Mexico. We may face competition from government providers in the future if the Peruvian government and/or the Mexican government allocates additional financial resources to its public sector healthcare system and/or they are able to improve their infrastructure and increase their capacity and the quality of care they provide.

At Oncosalud, our vertically integrated healthcare plan provider, we also face competition from companies that offer healthcare plans covering the same services that our healthcare plans cover, including traditional insurance providers and other companies offering prepaid plans. Our competitors may enhance the quality of their offerings in the future. Our competitors Rímac and Pacífico are the two main insurance providers in Peru, both of which have substantial financial resources. If any of our competitors, including Rímac and Pacífico, is able to offer more comprehensive or less expensive services, including oncology services, we may lose market share in Peru, which could have a material adverse effect on our business, financial condition and results of operations.

Unlike in Peru and Mexico where the market is more fragmented, there are several existing large hospital systems in Colombia and the gap between the quality of services provided by state-owned facilities and privately owned facilities is much smaller. As a result, our Auna Colombia network faces competition in Colombia from both public and private healthcare services providers. Moreover, although healthcare coverage providers in Colombia typically dictate which facility a patient can go to for services, patients can, and frequently do, challenge these decisions, which fosters competition among healthcare providers in the market.

In Colombia, we face competition from other hospital networks with premium facilities, including San Vicente de Paul, Pablo Tobón Uribe, El Rosario, San Jerónimo, Clínica Montería, Clínica Iberoamerica (Grupo Keralty/Sanitas), Clínica del Caribe, Organización Clínica General del Norte and Bonnadona. We also face a heightened competitive risk in Montería as a result of the concentration of control of the market in a few individuals. Certain of our competitors may have greater financial resources, be better equipped and offer a broader range of healthcare services than we do. If we are unable to maintain or grow our competitive position in Colombia, our business, financial condition and results of operations may be adversely affected.

Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.

The majority of our physicians in Peru and Colombia are hired on a fee-for-service basis. As a result, and because these arrangements are non-exclusive, there is significant competition between us and our competitors to ensure that the best qualified and most renowned physicians are treating patients at our hospitals. If we are unable to provide high-quality treatment for our patients, ethical and professional standards, adequate support

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personnel, technologically advanced equipment and facilities and research opportunities that meet their professional needs and goals, our physicians may choose to practice at other facilities. We may not be able to compete with other healthcare providers on some or all of these factors.

Physicians may also refuse to enter into new contracts with us, demand higher payments or perform treatments or procedures that result in higher medical expenses without generating corresponding revenue. In addition, a small number of physicians within each of our facilities generate a disproportionate share of our inpatient revenues and admissions, in particular physicians specializing in oncology, cardiology, trauma, neurology and general surgery. The loss of one or more of these physicians, even if temporary, could reduce patient demand for our services and cause a material reduction in our revenues. In addition, it could take significant time to find a replacement for any of our top physicians given the difficulty and cost associated with recruiting and retaining physicians, which may in turn adversely affect our ability to recruit and retain other doctors.

Our medical support staff, in particular our nurses, are also critical to our success and competitive advantage. Our medical support staff is on the front lines of a patient’s experience at our hospitals and clinics, and we depend on their efforts, abilities, and experience to maintain our reputation as a high-quality provider of healthcare services. In recruiting and retaining qualified hospital management, nurses and other medical personnel, such as pharmacists and lab technicians, we compete with other healthcare providers, including government hospitals.

Historically, there has been a shortage of qualified nurses and other medical support personnel in Mexico, Peru and Colombia, which has been a significant operating issue for us and other healthcare providers. This shortage may require us to enhance wages and benefits to recruit, train and retain nurses and other medical support personnel or require us to hire expensive temporary personnel. Moreover, our failure to recruit and retain enough qualified nurses and other medical support personnel could result in loss of customer goodwill and a negative impact on our reputation.

We cannot predict the degree to which we will be affected by the future availability or cost of attracting and retaining talented physicians and medical support staff. If our general labor and related expenses increase, we may not be able to raise the rates we charge for our services correspondingly. Our failure to either recruit and retain qualified physicians, hospital management, nurses and other medical support personnel or control our labor costs could harm our business, financial condition and results of operations.

Our revenues and results of operations are affected by our relationships with unaffiliated physicians in Mexico, and any change to, or deterioration in, these relationships could have a material adverse effect on us.

Substantially all of our revenue in our Healthcare Services in Mexico segment is derived from fees charged for healthcare services provided at our facilities by unaffiliated physicians. These unaffiliated physicians have no contractual obligations to treat patients at our facilities and any change to, or deterioration in, these relationships could have a material adverse effect on us. A significant reduction in the number of physicians treating patients, or in the number of patients unaffiliated physicians treat, at our facilities would have a negative impact on our business.

In addition, insurance providers and other third parties have implemented rules and programs that could limit the ability of physicians to treat patients at our facilities. For example, certain insurance providers require their policyholders to obtain healthcare services exclusively from pre-approved providers. See “—Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us, such as, for example, due to limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services as a result of changes in the SGSSS in recent years.” If we are unable to compete successfully for these arrangements, our results and prospects for growth could be adversely affected.

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Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

Acquisitions, partnerships and joint ventures are an integral part of our inorganic growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, other hospital networks and complementary businesses. However, we may not be successful in identifying acquisition, partnership and joint venture targets or we may use estimates and judgments to evaluate the operations and future revenues of a target that turn out to be inaccurate.

In addition, we may not be able to successfully finance or integrate any hospitals or other businesses that we acquire or with which we form a partnership or joint venture, and we may not achieve the anticipated benefits of such project. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations. As a result of any of the foregoing, we may spend valuable management time and money on projects that do not increase our number of patients or revenue. Acquisitions also involve special risks, including the potential assumption of unanticipated liabilities and contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our rights, contractual or otherwise. Moreover, our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

In addition, the acquisition of a healthcare provider may require approval of the relevant antitrust regulator, such as Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual (“INDECOPI”) in Peru, the Superintendencia de Industria y Comercio (the “SIC”) in Colombia, or the Comisión Federal de Competencia Económica in Mexico. Moreover, the acquisition of regulated entities, such as insurance companies in Mexico, would require the prior approval of additional regulators, such as the Comisión Nacional de Seguros y Finanzas. Such regulatory approvals may be significantly delayed or rejected. In addition, insurance providers in Mexico are rated by rating agencies and acquisitions of additional insurance providers could result in the downgrade of our ratings. If the relevant regulator delays or withholds its approval for acquisitions in Mexico, Peru, Colombia or elsewhere or our ratings in Mexico are downgraded as a result of our acquisition of other insurance providers or otherwise, we may not be able to implement our business strategy on a timely basis or grow our operations in the timeframe that we expect, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions.

Our strategic growth plan, particularly in Mexico and Colombia, depends on the acquisition and integration of existing operations into our network. We may not be able to successfully and efficiently integrate the operations of the facilities and healthcare plans we acquire, including their personnel, financial systems, distribution or operating procedures. We may also be unable to retain physicians and other medical support staff, in particular if the acquired facilities are in other countries with different cultures, and our relationship with current and new professionals, including physicians, insurance providers and other interested parties may be impaired.

In 2022, we acquired a controlling interest in IMAT Oncomédica in Montería, Colombia and Grupo OCA in Monterrey, Mexico and in 2023, we completed the acquisition of Dentegra, a dental and visual insurer with nationwide coverage across Mexico. The integration process for these acquisitions is ongoing and we may not be able to successfully integrate these businesses. For example, we face several challenges in adapting the Dentegra platform, which is currently focused on dental and vision plans, to offer oncology plans to the Mexican market. In particular, we must upgrade the IT systems that support the Dentegra platform to make them compatible with our oncology business. We must also develop capabilities that facilitate direct-to-consumer sales in Mexico

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(including digital and marketing channels), as the Dentegra model is currently focused on business-to-business sales. Further, we must implement certain controls related to insurance claims, which are expected to replicate our existing model in Peru. In addition, our agreement to acquire Grupo OCA included a holdback of the purchase price of US$21,682,000, which is reserved in our financial statements as a liability, to compensate us at least in part for any indemnification claims under the stock purchase agreement. We believe we have preliminarily identified certain misrepresentations relating to regulatory, tax and labor matters by the sellers of Grupo OCA under the stock purchase agreement which will require remediation in the future. While our findings are still in the preliminary stage, we presently believe the amount of the holdback should be sufficient to cover the remediation efforts we will need to pursue and we expect them to be immaterial for the Grupo OCA financial statements for the periods ending December 31, 2021 and 2022. However, the sellers of Grupo OCA have notified us that they intend to challenge our assessment of these misrepresentations, which may lead to an arbitration proceeding between the parties, and which could lead to a ruling that requires us to return all or part of the holdback.

See “—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.” The benefits that we expect to achieve as a result of these acquisitions will depend, in part, on our ability to realize anticipated cost savings and to integrate their business into ours, including with respect to the integration of our processes and information systems. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include the creation of a new organizational structure, changes and/or upgrades in processes and information systems, potential customer attrition and changes to our operating model. Even if we are able to execute this integration successfully, this may not result in the full realization of the cost savings that we currently expect, either within the expected time frame, or at all. In addition, we cannot assure you that the costs to achieve these benefits will not be higher than we anticipated. Therefore, we cannot assure you that any anticipated cost savings will be achieved or that our estimates and assumptions will prove to be accurate. Adjusted EBITDA does not reflect the significant costs we expect to incur in order to achieve such cost savings, and there can be no assurance that such costs will not be materially higher than presently contemplated, as such costs are difficult to estimate accurately. If our cost savings are less than our estimates or our cost savings initiatives adversely affect our business or cost more or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results could be lower than we anticipate.

If we are not able to manage our expanded operations and the corresponding integrations effectively, our business, financial condition and results of operations could be materially adversely affected.

We are dependent on our tenants for a portion of our income in Mexico and our business would be materially and adversely affected if a significant number of our tenants were to default on their obligations under their leases.

During the nine-month period ended September 30, 2023, other income in our Healthcare Services in Mexico segment, which is derived from rental income from property owned and rented by us for use by medical professionals, was S/10.7 million. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments. Our business could be materially and adversely affected if a significant number of our tenants were to postpone the commencement of their new leases, decline to extend or renew their existing leases upon expiration or default on their rent and maintenance-related payment obligations. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease. If upon expiration of a lease for any of the office spaces at our properties, a tenant does not renew their lease, we may not be able to rent the space to a new tenant or the terms of the renewal or new lease may be less favorable to us than current lease terms. A significant number of our tenants defaulting on their obligations under their leases could adversely affect our business, financial condition and results of operations.

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Our organic growth plan includes the construction of additional hospitals and clinics as well as expansion of our existing facilities.

Our organic growth plan includes building additional hospitals and clinics, in particular in Peru. We are identifying suitable locations in Peru for future facilities by considering a number of factors, including regional market size, existing competition and potential strategic partners. There are uncertainties regarding how successfully we can identify the suitable market and obtain required government approvals in a timely manner. We currently have approvals for our design plans for a hospital in Piura and the expansion of Clínica Delgado.

Our current and future construction projects are and will be subject to a number of risks, including:

The occurrence of any of these developments or construction risks could increase the total costs, delay or prevent the construction or opening or otherwise affect the design and features of any existing or future construction projects that we might undertake.

Furthermore, planning, designing and constructing new facilities is time-consuming and complex. In addition to diverting management’s time and resources from our core business, there are typically several years of significant capital expenditures before a facility becomes operational and generates income. If we cannot successfully implement our organic growth strategy and convert new and expanded facilities to profitability on a timely basis, our business, financial condition and results of operations may be adversely affected.

We have previously identified, and in the future may identify, material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses or otherwise fail to maintain an effective system of internal controls, we may not be able to prevent or detect a material misstatement of our financial statements, and may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

We have previously identified, and may in the future identify, material weaknesses in our internal control over financial reporting. A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified in our internal controls related to (i) the adequacy of our IT security management, including segregation of duties and access and privileged users, (ii) the comprehensiveness of our accounting policies and procedures manuals and (iii) the formalization of controls in key areas of the accounting process, including relating to the documentation and implementation of IFRS reporting requirements. We have remediated these weaknesses, including by: (i) implementing a segregation of duties and privileged users’ activities monitoring in our SAP RP systems, including having an information security officer and currently

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implementing a cybersecurity roadmap based on industry best practices; (ii) updating all of our accounting policies and procedures manuals according to current IFRS reporting requirements with the support of a Big Four accounting firm; and (iii) updating our internal control over financial reporting based on Sarbanes-Oxley 404 standards. These remediation steps are monitored by the audit and risk committee and senior management.

Although the weaknesses we identified have been remediated, we cannot assure you that the measures we took will prevent future material weaknesses and we may in the future identify other material weaknesses in our internal control over financial reporting, which could result in material misstatements in our annual or interim financial statements.

We may not be able to continue growing our business at historical rates.

Our revenue has experienced substantial growth since 2008 and our strategy is to continue to grow our operations, through organic and inorganic growth. However, we may not be able to continue to grow at a rate consistent with our recent performance or to continue growing at all in the future due to factors beyond our control. For example, we expect GDP growth to continue to slow in Mexico, Peru and Colombia in 2023 as compared to prior years, which could affect healthcare spending in these countries. Our growth could also be impacted by changes in laws or regulations or delays in construction or acquisition of new facilities, any of which could make the execution of our strategic growth plan more difficult. In addition, as we grow our business, we will need to expand our internal controls and administrative and IT systems, among other functions, and hire additional personnel to continue effectively operating our business. The market for qualified personnel that are able to fill management and key operational roles is highly competitive in Mexico, Peru and Colombia due to the limited number of professionals that have the requisite training and experience, and we may be unable to hire sufficient qualified personnel to support our growth. Any inability to adequately scale our operations to meet the increased size of our business may have a material adverse effect on our ability to continue growing our business and/or on our financial condition or results of operations.

We rely on a limited number of suppliers of medical equipment, medicines and other supplies needed to provide our medical services.

A substantial portion of the medical equipment, medicines and other supplies used in our hospitals and clinics is highly complex and produced by a limited number of suppliers. For example, we purchased 87%, 79% and 76% of our medicines and 31%, 49% and 38% of other medical supplies in Mexico, Peru and Colombia, respectively, from our 10 largest suppliers during the nine-month period ended September 30, 2023 via purchase orders, and whose commercial terms are renegotiated annually. In addition, in many instances, there are only a small number of suppliers that provide a particular type of medicine or other supplies, which increases their bargaining power. Any interruption in the supply of medical equipment, medicines or other supplies from these suppliers, including as a result of the failure by any of these suppliers to obtain required third-party consents and licenses for production or import/clearance, may compromise our ability to provide effective and adequate services in our hospitals and clinics, which could have a material adverse effect on our business.

We are subject to extensive legislation and regulations in Mexico, Peru and Colombia.

We are subject to extensive legislation and regulations in Mexico, Peru and Colombia, including in relation to the provision of healthcare services and prepaid healthcare plans, environmental protection, health surveillance and workplace safety and management of waste by a variety of national, regional and local governmental authorities, and we are supervised by a number of governmental bodies and agencies. The regular functioning of hospitals and clinics depends, among other things, on obtaining and maintaining valid registrations, licenses, authorizations, grants and permits for installation and operations, including for the sale of medicines and the operation of medical equipment, as well as for the collection, deposit or storage of products; utilization of equipment; import of merchandise and biological materials; handling, treatment, transport and disposal of contaminant wastes, radioactive materials and controlled chemical products; and use of water resources

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(including installing wells to supply water and disposing of wastewater in accordance with applicable laws and regulations). Moreover, as a provider of prepaid healthcare plans in Peru, we are subject to various economic and financial related regulations, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others. We are subject to government inquires, inspections and auditors from time to time. If we fail to comply with applicable laws and regulations, if such laws or regulations change in a manner adverse to us or if we cannot maintain, renew or secure required registrations, permits, licenses or other necessary regulatory approvals, we may be unable to operate our business, suffer administrative penalties, civil liability and criminal charges and fines, have our registration or operating license suspended or revoked, or incur additional liabilities from third-party claims, any of which may also have a negative impact on our brand and reputation. No assurance can be given that any investigations, proceedings or penalties will not occur and will not materially and adversely affect our businesses and results of operations and financial conditions with respect to our recently acquired businesses or any of our other businesses.

Furthermore, we contract with third parties to assist in the collection, treatment, transport and disposal of biohazardous materials. Any failure by these third parties to comply with applicable laws and regulations in the regions in which we operate could also subject us to significant administrative fines, civil liability or criminal charges.

We cannot ensure that the Mexican, Peruvian and Colombian legislation and regulations applicable to our industry will not become more severe or subject us to greater costs in the future, or that the Mexican, Peruvian and Colombian authorities or regulatory agencies will not adopt more restrictive or more rigorous interpretations of existing laws and regulations, including with respect to obtaining and renewing the licenses, permits and registrations, or the environmental, solvency, minimum capital, health surveillance and workplace safety laws and regulations to which we are subject. For instance, in December 2019, the Peruvian government began requiring that all pharmacies carry generic versions of medicines appearing on a list published by MINSA, which currently includes 34 medicines, with the goal of giving patients the option to purchase lower cost alternatives of common medicines at every pharmacy. In addition, around the same time, an emergency decree established that uninsured Peruvians will be able to access the SIS regardless of their socioeconomic classification. In Colombia, there is currently a healthcare reform bill advancing in the house of representatives, aiming to change the control of public resources in the health sector by shifting these from the private sector to the public sector. The bill has three main objectives: (i) establishing a primary healthcare model with a focus on preventive health strategies; (ii) improving the working conditions of healthcare workers by, for example, providing them with continuing education; and (iii) providing that EPSs may no longer oversee the administration of payments made to medical institutions and that Administradora de los Recursos del Sistema (“ADRES”) will directly make all payments to clinics and hospitals. We currently receive payments from EPSs directly and ADRES makes payments to EPSs. EPSs absorb some of the delay in payments on the part of ADRES but if the bill is approved, such delay would no longer be mitigated by EPSs as ADRES would make payments directly to us. As a result, if the bill is approved, this could result in a further delay in the payment for our services in Colombia. In addition, removing EPSs, who compete against each other and negotiate with ADRES on pricing, from the current structure may decrease or eliminate our negotiating power for pricing with respect to patients covered by the public healthcare system. Requiring additional benefits for healthcare workers would also increase costs. These and other recent and future policy changes could have a material adverse effect on our business and operational results.

Moreover, we cannot ensure that the fees, charges and contributions owed to the competent authorities and to professional trade associations, such as El Colegio Médico del Perú and El Colegio Médico Colombiano, will not be increased as a result of new legislative or regulatory measures. Any one of these factors may involve the incurrence of unforeseen additional costs by us and/or capital expenditures, thereby adversely affecting our business and operating results.

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We may be unable to obtain the registrations, authorizations, licenses and permits for the establishment and operation of our hospitals and clinics.

The establishment and operation of our hospitals and clinics depend on a number of registrations, authorizations, licenses and permits that we have to obtain and maintain in force from national, regional and local government agencies in Mexico, Peru and Colombia. Moreover, our hospitals are subject to the inspection of health surveillance agencies in the regions in which we operate, which may conduct periodic audits of our facilities to ensure compliance with applicable standards.

Furthermore, we may also need to obtain authorizations, licenses and permits to offer new types of healthcare services at our facilities, which may cause a delay in offering new services to our patients.

Any failure to obtain or renew required registrations, authorizations, licenses or permits may prevent us from opening and operating new hospitals and clinics or force us to close our hospitals and clinics currently in operation. We may also be subject to fines and other penalties and suffer damage to our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

If we fail to successfully develop and commercialize new products and services under Oncosalud, our operating results may be materially and adversely affected.

The future growth of our Oncosalud business depends on our ability to develop and introduce new products and services, including plans that are financially accessible to a larger segment of the population and plans that cover additional medical specialties. Our ability to successfully roll out new and innovative products and services depends on a number of factors, including efficient management of resources and an effective sales effort.

Our product development efforts may not yield the benefits we expect to achieve in a timely manner, or at all. To the extent that we are unable to execute our strategy for Oncosalud of introducing new and innovative products, diversifying our product portfolio and satisfying consumers’ changing preferences, we may not be able to grow our plan member base and our results of operations may be adversely affected. Even if we are able to add new products and services under Oncosalud, these may not lead to our anticipated results, potentially reducing our return on investment.

Our estimated total addressable market for our oncology plans in Mexico is subject to inherent challenges and uncertainties.

If we have overestimated the size of our total addressable market for our oncology plans in Mexico, our future growth opportunities may be limited. Such total addressable market is calculated based on the following three groups of individuals identified in the Aditum Report as the main potential members for our oncology plans in Mexico: (i) uninsured individuals, which the Aditum Report estimates as 7.9 to 9.7 million individuals, (ii) insured individuals with potential to switch healthcare plan providers, which the Aditum Report estimates as 1.6 million individuals, and (iii) insured individuals with potential to supplement their existing healthcare plans, which the Aditum Report estimates as 1.3 to 3.2 million individuals. To calculate our estimated total addressable market, Aditum started with the main categories of our oncology plan members in Peru based on our internal data. Within those, Aditum identified which factors were most relevant to the industry in Mexico to define each group of the main potential members for our oncology plans in Mexico. Uninsured individuals is defined as those without a healthcare plan covering large medical expenses and with a medium to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our oncology plans). Insured individuals with potential to switch healthcare plan providers is defined as those with an individual healthcare plan, who are over 40 years old (which was identified by Aditum as the age range with adequate potential for individuals to switch healthcare plan providers based on a number of factors, including the level of engagement in the market by age) and with a medium to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our

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oncology plans). Insured individuals with potential to supplement their existing healthcare plans is defined as those covered under a group healthcare plan with individual coverage of less than MXN 3 million (which is the average cost of treatment of cancer based on our internal data in Peru adjusted for the average cost of medical treatments in Mexico according to Revista Siniestro on February 4, 2021) and with a medium-low to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our group oncology plans after accounting for the portion paid for by the relevant employer). Aditum utilized a range of sources that include the Asociación Mexicana de Instituciones de Seguros (AMIS), the Comisión Nacional de Seguros y Fianzas (CNSF: Microdata), the Instituto Nacional de Estadística y Geografía (INEGI: National Survey of Home Spending, 2020; Census 2020), and the United Nations Development Program (Regional Human Development Report, 2021) and sized each group individually estimating market spending and forecasted growth rates using Aditum proprietary models, as well as various other market research company products and forecasts. Aditum’s models are subject to significant assumptions and estimates. As a result, our total addressable market is subject to significant uncertainty and is based on assumptions that may not prove to be accurate. These estimates, as well as the estimates relating to the size and expected growth of the markets in which we operate, and our penetration of those markets, may change or prove to be inaccurate. While we believe that the information on which we base our total addressable market estimates is generally reliable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth opportunities may be affected. If our total addressable market, or the size of any of the various ancillary markets in which we operate, proves to be inaccurate, our future growth opportunities may be limited, and there could be a material adverse effect on our business, financial condition and results of operations.

We may be subject to liabilities from claims brought against our healthcare professionals or our facilities, including medical malpractice lawsuits.

We and our healthcare professionals are subject to medical malpractice lawsuits, product liability lawsuits and other legal actions in the ordinary course of business. Some of these actions may involve large claims, as well as significant defense costs and potential reputational damage. We cannot predict the outcome of these lawsuits or the effect that findings in such lawsuits may have on us. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement, which may have negative implications. Amounts we pay to settle any of these matters may be material. All professional and general liability insurance we purchase is subject to policy limitations. We believe that, based on our past experience, our insurance coverage is adequate considering the claims arising from the operations of our hospitals, clinics and oncology plans. While we continuously monitor our coverage, our ultimate liability for professional and general liability claims could change materially from our current estimates. If such policy limitations are partially or fully exhausted in the future, or payments of claims exceed our estimates or are not covered by our insurance, it could have a material adverse effect on our business, financial condition and results of operations. See “—Our insurance policies may be insufficient to cover potential losses.”

We are subject to litigation and other legal, labor, administrative and regulatory proceedings.

We are regularly party to litigation and other legal proceedings relating to claims resulting from our operations in the normal course of business. These matters have included or could in the future include matters related to Oncosalud’s healthcare benefits coverage and other payment claims (including disputes with plan members, physicians, other healthcare professionals and members of its salesforce), tort claims (including claims related to the delivery of healthcare services, such as claims of medical malpractice by medical professionals employed by us or physicians with whom we have a contractual relationship), labor claims (including disputes with employees, former employees and independent contractors) and administrative and regulatory claims (including retroactive tax claims or challenges arising out of our failure or alleged failure to comply with applicable laws and regulations). In addition, the interpretation and enforcement of certain provisions of our existing or any future agreements (including those related to force majeure clauses in the context of pandemics)

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may result in disputes among us and our patients or third parties. Litigation and other legal proceedings are subject to inherent uncertainties, and unfavorable rulings may occur. We cannot assure you that the legal, labor, administrative and regulatory proceedings in which we are or may become involved will not materially and adversely affect our ability to conduct our business in the manner that we expect, or otherwise adversely affect our business, financial condition and results of operations. See “Business—Legal Proceedings.”

Our insurance policies may be insufficient to cover potential losses.

We maintain insurance coverage in accordance with normal market practice in order to cover losses arising in connection with our hospital networks and healthcare plans. Certain risks are not covered by insurers in the market (such as war, acts of God and force majeure, the interruption of certain activities and human error, including in relation to medical errors). Furthermore, natural disasters, adverse meteorological conditions and other events may cause physical damage and loss of life, business interruption, equipment damage, pollution and environmental damage, among others. We cannot ensure that our insurance policies will be suitable and/or sufficient in all circumstances or against all risks. The occurrence of a significant loss for which we are not insured, in full or in part, may require us to expend significant amounts. Furthermore, we cannot assure you that we will be able to maintain insurance coverage at reasonable commercial rates or on acceptable terms, or to contract insurance policies with the same or similar insurance companies. Any of the aforementioned developments may adversely impact us, our business, financial condition and results of operations.

We are subject to certain privacy laws and any failure to adhere to these requirements could expose us to civil and criminal penalties, and damage our reputation.

Our business operations and current and future arrangements with medical professionals, third-party payers, plan members and patients expose us to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws in Mexico, Peru and Colombia. We have made significant investments in technology to adopt and utilize electronic health records and to become meaningful users of health IT, and as a result, we are in possession of a significant amount of protected health information and other data subject to these privacy laws. We may be required to expend significant capital and other resources to ensure ongoing compliance with applicable privacy and data security laws. If our operations are found to be in violation of any of these privacy laws or if we are found to have used private information incorrectly, we may be subject to administrative fines and penalties, civil liability and criminal charges and could result in harm to our reputation. See “Industry—Regulation of the Peruvian Healthcare Sector,” “Industry—Regulation of the Colombian Healthcare Sector” and “Industry—Regulation of the Mexican Healthcare Sector.”

Any loss of members of our senior management team could have an adverse effect on us.

Our success depends in large part on performance of our senior management. If any members of our senior management leave the Company, we may not be able to replace them with equally qualified professionals. Competition for qualified personnel in the Mexican, Peruvian and Colombian healthcare industries is strong given the limited number of professionals with appropriate training and/or proven experience in this area. Furthermore, we may be delayed or unsuccessful in hiring, training and integrating new members of our senior management. The loss of any member of our senior management and/or any difficulties encountered in replacing them may adversely affect our business and prospects. See also “—We may not be able to continue growing our business at historical rates.”

Our performance depends on favorable labor relations with our employees. Any deterioration in these relations or increased labor costs may adversely affect our business.

Our employees are not unionized and have not entered into collective bargaining agreements. However, nothing prevents them from doing so in the future. Conflicts with our employees and organized labor actions could result in increased legal and other associated costs and divert management attention. In addition,

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requirements to increase employee salaries and/or benefits as a result of future collective bargaining agreements, governmental regulations or policies or otherwise could cause us to suffer a material adverse effect on our financial condition and results of operations.

Any significant increase in labor costs, deterioration in relations with employees, or work stoppages at any of our hospital units, whether due to union activities, employee turnover, labor inspections or other factors, may adversely affect our operating results and financial condition.

We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to service our debt and other obligations will depend on the ability of our subsidiaries to pay dividends and make other payments to us.

As a holding company, all of our operations are conducted through our subsidiaries. Accordingly, our ability to service our debt and other obligations will depend upon our receipt of dividends and other payments from our subsidiaries (such as the payment of intercompany debt). There are various restrictions in Mexico, Peru and Colombia that may limit our subsidiaries’ ability to pay dividends or make other payments to us, such as their obligations to maintain minimum regulatory capital, reserves and minimum liquidity. For example, in the case of Peru our subsidiary Oncosalud, as an institución administradora de fondos de aseguramiento de salud (“IAFAS”), is obligated by law to meet minimum capital requirements determined on the basis of the number of affiliated members (Oncosalud’s minimum capital requirements is S/44.8 (US$11.8)), as well as to meet minimum risk capital (capital mínimo de riesgo) requirements to comply with net worth and solvency obligations. Likewise, Oncosalud is required to create and maintain certain technical reserves to meet its obligations with insured individuals and health providers. In addition, all of our Peruvian subsidiaries are obligated to allocate 10% of their annual distributable profit to a legal reserve until such reserve has reached an amount equivalent to 20% of the paid in capital of the corresponding subsidiary. As of the date of this prospectus, our Peruvian subsidiaries are in compliance with these requirements.

Our Colombian subsidiaries must maintain a mandatory legal reserve that shall amount to 50% of their subscribed capital. To form this reserve, each subsidiary that is incorporated as a sociedad anónima must allocate 10% of its distributable net profits from each fiscal year. As of the date of this prospectus, our Colombian subsidiaries are in compliance with these requirements.

Under applicable law, our Mexican subsidiaries are generally only allowed to pay dividends (i) against retained earnings reported in our annual financial statements that have been approved by our shareholders, (ii) provided that the payment of dividends is approved at the applicable subsidiary’s annual general shareholders’ meeting, (iii) provided that we do not have accrued losses from prior fiscal years and (iv) if we have contributed at least 5% of our Mexican subsidiaries’ net annual earnings to our legal reserve fund, until the amount of such reserve is equal to 20% of our the Mexican subsidiaries capital stock. In addition, Dentegra cannot pay dividends unless (i) its annual financial statements have been approved by the Comision Nacional de Seguros y Finanzas (“CNSF”), (ii) it complies with the minimum capital currently in effect for health insurance companies (1,704,243 UDIs – approximately US$752,000) and (iii) the payment thereof is not performed with funds from technical reserves created to compensate or absorb future losses or from the legal reserve. As of the date of this prospectus, Dentegra’s financial statements for the year ended December 31, 2022 have been approved by the CNSF, the legal reserve fund of each of our Mexican subsidiaries is equal to at least 20% of their subscribed and paid-in capital stock and Dentegra complies with the minimum capital requirements currently in effect.

Furthermore, while we do not have any existing material indebtedness that contain terms that restrict or prohibit our subsidiaries from paying dividends, making other distributions and making loans to us, we may incur indebtedness or enter into other arrangements in the future that contain such restrictions and/or prohibitions. We cannot assure you that we will not need to take out additional indebtedness in the future, or that the agreements governing our existing or future indebtedness will permit them to provide us with sufficient dividends or

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distributions or permit us to loan money or enter into other similar arrangements to make required principal and interest payments on our indebtedness or honor our other obligations.

To the extent our subsidiaries do not have funds available or are otherwise restricted from paying dividends or make other payments to us, such as the payment of intercompany debt, our ability to make required principal and interest payments on our indebtedness or honor our other obligations will be adversely affected.

Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.

We have a significant amount of debt and debt service obligations. As of September 30, 2023, our total debt and other financing, including all of our consolidated subsidiaries, was S/3,841.9 million (US$1,012.9 million). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Commitments.”

Our level of indebtedness and the restrictive covenants under the agreements governing our debt instruments could have important negative consequences for us and to you as a shareholder, including the following:

In particular, the 2029 Notes Indenture (as defined herein) and the Credit Agreement (as defined herein) contain affirmative and negative covenants, financial covenants and events of default. For additional information, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Notes—Senior Secured Notes due 2029” and “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.”

Moreover, subject to the limitations contained therein, the agreements governing our existing debt allow us to incur certain additional debt. This has the effect of reducing the amount of funds available to be paid to shareholders in the event of an insolvency, liquidation, reorganization, dissolution or other winding-up. In addition, the agreements governing our existing debt do not prevent us from incurring other liabilities that do not constitute indebtedness. Any such additional debt or other liabilities could further exacerbate the risks associated with our substantial leverage.

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Our financial results may be impacted by changes to IFRS accounting standards.

We report our financial condition and results of operations in accordance with IFRS. Changes to IFRS may cause our future reported financial condition and results of operations to differ from current expectations, or historical results to differ from those previously reported due to the adoption of new accounting standards on a retrospective basis. We monitor potential accounting changes and, when possible, we determine their potential impact and disclose significant future changes in our financial statements that we expect as a result of those changes. For further information, see note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

Our operation of any public-private partnerships we may enter in the future may subject us to additional risks and uncertainties.

In 2010, we entered into an agreement for our first PPP with EsSalud to rebuild Torre Trecca, an outpatient facility (which is currently not in use) providing healthcare services to patients covered through EsSalud, as a high-rise treatment center, and begin operating it on behalf of EsSalud. There are substantial risks and uncertainties associated with this agreement, and any additional PPPs that we may enter into in the future. For example, we signed our initial agreement with EsSalud in 2010, but have not been able to make the project viable because there have been delays in the approvals for the applicable project milestones and amendments to the concession agreement required to start operation of the Torre Trecca PPP by the relevant Peruvian governmental authorities. We have not previously operated a PPP and we may underestimate the level of resources or expertise necessary to make any future PPPs successful or to otherwise realize expected benefits. Moreover, given the nature of PPPs, we expect any future PPPs to generate lower margins than our current business segments have historically generated. In addition, the quality of medical services provided by governmental agencies may be considered deficient and over capacity, and our association with such agencies and any complaints of the quality of government health services may adversely affect our reputation. Our failure to successfully manage these risks could have a material adverse effect on our business, results of operations, financial condition and prospects.

Risks Relating to Mexico, Peru and Colombia

Political, economic and social conditions in Mexico, could materially and adversely affect Mexican economic policy and, in turn, our business, financial condition, results of operations and prospects.

During the nine-month period ended September 30, 2023, we derived 30% of our revenues from contracts with customers in Mexico, including 3% of our revenues from the sale of dental and vision insurance policies. As such, our results of operations are substantially dependent on the ability of patients and other payers in Mexico to pay for services at our hospitals and clinics and our dental and vision plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Mexican government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Mexico, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

As of the date of this prospectus, the Morena Political Party, in conjunction with its allied political parties, holds a simple majority in the Senate and in the Chamber of Deputies and a strong influence in various local legislatures. Mexico’s next presidential and congressional election will be held in June 2024 and the outcome of it cannot be predicted. The Mexican president influences new policies and governmental actions regarding the Mexican economy, and the new administration could implement substantial changes in law, policy and regulations in Mexico, which could negatively affect our business, financial condition, results of operations and prospects.

The Mexican federal government occasionally makes significant changes in policies and regulations and may do so again in the future. The Mexican federal government drastically decreased the 2019 expenditure budget and could continue decreasing it in the future. On July 2, 2019, the new Federal Republican Austerity

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Law (Ley Federal de Austeridad Republicana) was approved by the Mexican Senate and it was published in the Official Gazette of the Federation on November 19, 2019. Actions to control inflation and other regulations and policies have involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations and capital controls and limits on imports. Our business, financial situation and results of operations could be affected by changes in government policies and regulations involving its administration, operations and tax regime. We cannot assure you that the Mexican government will maintain existing political, social, economic or other policies or that such changes would not have a material adverse effect on our business, financial condition, results of operations and prospects. In particular, tax legislation in Mexico is subject to constant change, and we cannot assure you that the government will maintain the social, economic or other existing policies, nor that those changes will not adversely affect the business, financial position, results of operation or prospects of our company.

The administration of Mr. López Obrador has taken actions that have significantly undermined investors’ confidence in private ventures following the results of public referendums, such as the cancellation of public and private projects authorized by the previous administration, including the construction of the new Mexican airport, which immediately prompted the revision of Mexico’s sovereign rating. We cannot assure you that similar measures will not be taken in the future, which could have a negative effect on Mexico’s economy.

Mexico has recently experienced a significant increase in violence relating to illegal drug trafficking and organized crime, particularly in Mexico’s northern states near the United States border. This increase in violence has had an adverse impact on the economic activity in Mexico and may continue to do so. In addition, social instability in Mexico and adverse social or political developments in or affecting Mexico could adversely affect us and our financial performance. Also, violent crime may increase our insurance and security costs. We cannot assure you that the levels of violent crime in Mexico or its expansion to a larger portion of Mexico, over which we have no control, will not increase. Corruption and links between criminal organizations and government authorities also create conditions that affect our business operations, as well as extortion and other acts of intimidation, which may have the effect of limiting the level of action taken by federal and local governments in response to such criminal activity. An increase in violent crime or social unrest could adversely affect our business, financial condition, results of operations and prospects.

We cannot predict the impact that political, economic and social conditions will have on the Mexican economy. Furthermore, we cannot provide any assurances that political, economic or social developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition, results of operations and prospects.

Economic, social and political developments in Peru, including political instability, inflation and unemployment, could have a material adverse effect on our businesses and our results of operations may be negatively affected by recent political instability in Peru.

We derived 41% and 60% of our revenues from contracts with customers in Peru for the nine-month period ended September 30, 2023 and in 2022, respectively. As such, our results of operations are substantially dependent on the ability of patients in Peru to pay for services at our hospitals and clinics and our oncology plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Peru, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

Peru has experienced political instability from time to time, spanning a succession of regimes with differing economic policies and programs. Although Peru has been widely considered a stable democracy in recent years, on September 30, 2019, President Martín Vizcarra took executive action to dissolve the Peruvian Congress and called for a new election of congressional members, giving rise to a protracted period of political crisis. On

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January 14, 2020, the Peruvian Constitutional Court ruled on a constitutional action challenging President Vizcarra’s closing of Congress, declaring the executive action to be constitutionally and legally valid. Congressional elections were held to form a new Congress. In the aftermath of these elections, the Peruvian executive and legislative branches were at odds over several important economic and social measures, including initiatives to address the economic and social impacts of the COVID-19 pandemic on Peru. In October 2020, a group of congressmen introduced a motion to hold impeachment proceedings against President Vizcarra which Congress approved. Because Peru did not have any designated Vice President at such time, the then-President of Congress, Manuel Merino, assumed the role of acting President. Following multiple protests across the country, Merino resigned from his role as acting President, and Congress selected congressman Francisco Rafael Sagasti Hochhausler as president of Congress, and therefore as acting President.

Peru’s general elections to elect a new president and all 130 members of Congress for the 2021-2026 period were subsequently held on April 11, 2021 and resulted in increased economic uncertainty and a climate of intense political polarization. Since no presidential candidate achieved an outright majority, a run-off election was held on June 6, 2021, leading to the election of Pedro Castillo Terrones, a member of the left-wing Peru Libre party. The new government took office on July 28, 2021, and faced challenges in aligning initiatives with and obtaining support from Congress, in which no political party has achieved clear majority and which, with at least ten political parties holding minority representations, is highly fragmented.

On December 7, 2022, Mr. Castillo took an illegal executive action to dissolve the Peruvian Congress. On that same day, with the support of all major political institutions, including the Peruvian army, Castillo was arrested (and remains detained) under the alleged charges of rebellion and conspiracy. Less than 24 hours later the then Vice President, Dina Boluarte, assumed the position of President of Peru, which resulted in multiple protests and social unrest across the country. In contrast to Mr. Castillo, Ms. Boluarte has pursued more business-friendly and open-market economic policies, to stimulate economic growth and stability, a key feature of the Peruvian economy over the past 30 years. Since then, Peru has entered into a new period of relative political and economic stability, although we cannot guarantee that the country will remain in this position nor that the Boluarte administration will continue to pursue such business-friendly and open-market economic policies.

In addition, an economic contraction or weak economic growth in Peru’s trading partners may have an adverse effect on Peru’s economy. Furthermore, economic conditions in the region may affect the Peruvian economy. For example, Venezuela, under the rule of President Nicolás Maduro, has suffered economic collapse and mass emigration since 2015, including to Peru. The influx of migrants to Peru has put a strain on the country and threatens to increase political and economic instability and social conflict in the region. Despite Peru’s ongoing economic growth and stabilization, 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. There can be no assurance that Peru will not face political, economic or social problems in the future or that these problems will not adversely affect our business, financial condition and results of operations.

A deterioration of political stability and any resulting effects on the Peruvian economy could affect our patients’ ability to afford our healthcare services, our ability to expand and grow consistently with our strategic plans or otherwise negatively affect our business, financial condition and results of operations.

Economic, social and political developments in Colombia, including political and economic instability, violence, inflation and unemployment, could have a material adverse effect on our businesses, financial condition and results of operations.

We derived 30% and 40% of our revenues from contracts with customers in Colombia for the nine-month period ended September 30, 2023 and in 2022, respectively. As such, our results of operations are substantially dependent on the ability of patients in Colombia to pay for services at our hospitals and clinics. Decreases in the economic growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy, or

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future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, impact our financial condition and results of operations.

Colombia’s central government fiscal deficit and growing public debt could adversely affect the Colombian economy. The Colombian fiscal deficit was 7.1% of GDP in 2021, 7.8% of GDP in 2020, 2.5% of GDP in 2019 and 3.1% of GDP in 2018. According to projections published in December 2022 by the Ministry of Finance and Public Credit, the Colombian government expects a fiscal deficit of 5.5% of GDP for the year 2022. In 2020, the Colombian economy deteriorated as a result of the COVID-19 pandemic and the collapse in oil prices in April 2020. In addition, economic conditions in the region may affect the Colombian economy. For example, Venezuela, under the rule of President Nicolás Maduro, has suffered economic collapse and mass emigration since 2015, including to Colombia. The influx of migrants to Colombia has put a strain on the country and threatens to increase political and economic instability and social conflict in the region. If the Colombian economy continues to deteriorate as a result of these or other factors, our business, results of operations and financial condition could be adversely affected. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy. In addition, Colombia held presidential elections in May 2022, and several of the major reforms proposed by the current president could cause volatility of the Colombian economy as well as the monetary, fiscal and regulatory policy.

For example, a labor bill submitted to the Colombian Congress in August 2023 by President Petro’s government could result in significant changes that would have a material impact on labor relationships. Proposed changes would require that an indefinite term employment agreement is in place in almost all cases and that fixed-term contracts have a term of not less than 1 month or more than 3 years, including any extensions thereof. In addition, other proposed changes include an increase of severance for termination without cause, restrictions with respect to contractors used and changes regarding working hours. It is expected that the proposed changes would also impact other aspects of labor such as collective relationships, disciplinary processes, labor protections, apprenticeship relations and remote work, among others. If approved, this reform would increase labor costs to employers, including us.

We cannot predict whether this or other policies will be adopted by the Colombian government and whether those policies would have a negative impact on the Colombian economy or our business and financial performance. Our business and results of operations or financial condition may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic developments that may affect Colombia.

Furthermore, Colombia has suffered from periods of widespread criminal violence over the past four decades, primarily due to the activities of guerrilla groups such as the Fuerzas Armadas Revolucionarias de Colombia (the “FARC”), paramilitary groups and drug cartels. In regions of the country with limited governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands subsist in Colombia, and allegations have surfaced regarding members of the Colombian Congress and other government officials having ties to guerilla and paramilitary groups. In November 2016, former President Juan Manuel Santos signed a peace deal with the FARC, and FARC guerillas began a process of disarming, which was completed in June 2017. Although the Colombian Congress has approved certain regulations to implement the peace deal, certain FARC members announced their return to arms. On February 16, 2023, at a public hearing convened by the Peace Commission of the House of Representatives (Comisión de Paz de la Cámara de Representantes). The Director of the Peace Accord Implementation Unit (Unidad de Implementación del Acuerdo de Paz) reiterated the national government’s willingness to comply with the agreements, highlighting, among other issues, the coordinated work with all entities to recover the spirit of the peace deal, the allocation of 50.4 billion Colombian pesos in the National Development Plan (Plan Nacional de Desarrollo), as well as the actions that are being carried out to

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strengthen security guarantees. However, it is unclear if this will result in the full implementation of the peace deal. If the peace deal is only partially implemented, violence associated with the FARC may escalate. In addition, although the Colombian government and the National Liberation Army (“ELN”) were in talks since February 2017 to end a five-decade war, the Colombian government suspended the negotiations in January 2019 after a series of rebel attacks, including a car bombing at a police academy in Bogotá resulting in 21 people dead and many injured. Furthermore, in February 2022, the ELN held a three-day armed strike against the social and economic policies implemented by the government. Nonetheless, the government of President Petro is once again attempting a negotiation with ELN which, after years of suspending talks with the government of Iván Duque, appears to be interested in trying to reach an agreement with the government to halt violence. The continuation or escalation in the violence associated with the FARC or the ELN may have a negative impact on the Colombian economy or on us, which may affect our patients, employees, assets and projects in the region, as well as our ability to acquire new assets, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations could be adversely affected by adverse climate conditions and other natural disasters.

Mexico, Peru and Colombia are affected by El Niño, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Mexico, Peru and Colombia and various other effects in other parts of the world. The effects of El Niño, which typically occurs every two to seven years, include flooding and the destruction of fish populations and agriculture, and it accordingly can have a negative impact on the Mexican, Peruvian and Colombian economies. For example, in early 2017, El Niño adversely affected agricultural production, transportation services, tourism and commercial activity in Peru, caused widespread damage to infrastructure and displaced people and resulted in a 1.5% drop in GDP growth in 2017 relative to 2016 figures. The Peruvian government estimated that El Niño caused US$3.1 billion in damages in affected regions. Although El Niño did not have a material adverse effect on our business, we were forced to temporarily close certain facilities in the northern part of Peru.

Mexico, Peru and Colombia are also located in areas that experiences seismic activity and occasionally is affected by earthquakes. For example, on May 26, 2019, an earthquake of 8.0 magnitude struck a remote part of the Amazon in Peru, resulting in collapsed buildings, certain power failures and two reported deaths. In addition, in 2017, an earthquake of 7.4 magnitude struck Mexico, resulting in a significant number of deaths and material losses across the country. Although none of our hospitals and clinics in Mexico, Peru and Colombia have been materially affected by natural disaster to date, a major earthquake, volcanic eruption, hurricane, flood or other natural disaster caused by El Niño or otherwise could damage the infrastructure necessary to their operations.

Our insurance may not be adequate to cover the damages our infrastructure experiences and the occurrence of an earthquake in particular and any other natural disasters could adversely affect our business, results of operations and financial condition. See “—Our insurance policies may be insufficient to cover potential losses.”

In addition, natural disasters, accidents and other similar events, including power loss, may discontinue the normal operations of our hospitals. Any such event could adversely affect our ability to provide services to patients and result in loss of lives and injury. Any of these events and other factors beyond our control could have an adverse effect on the overall business sentiment and environment, our reputation and materially and adversely impact our business, financial conditions and results of operations.

Any future pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our facilities could adversely impact our business.

The operation of a hospital involves the treatment of patients with a variety of infectious diseases. Previously healthy or uninfected people may contract serious communicable diseases in connection with their stay or visit at hospitals. In addition, these germs or infections could also infect employees and thus significantly reduce the treatment and care capacity at the medical facilities involved in the short-, medium- and long-term.

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Any future pandemic, epidemic, outbreak of a contagious disease or other public health crisis could similarly disrupt our operations, diminish the public trust in our healthcare services, especially if we fail to accurately or timely diagnose any future contagious diseases and adversely affect our business, financial condition and results of operations. For example, although our hospitals are essential businesses, we were ordered to cancel all elective, non-emergency procedures and outpatient consultations in Peru and Colombia as a result of the COVID-19 pandemic, restricting our services to emergency care only for the duration of the lockdowns. As a result, revenue from our Healthcare Services in Peru and Healthcare Services in Colombia segments presented a low level of growth in 2020. We also saw a significant increase in the cost of sales and services throughout 2020 due to an increase in the prices of personal protective equipment and experienced staffing shortages at our hospitals and clinics. In addition, the introduction of new laws and regulations, or changes to existing ones, as a response to a future pandemic, epidemic or public health crisis is difficult to predict and could materially affect our business. For example, we may be required to enter into unprofitable arrangements to treat victims of a pandemic or epidemic due to a widespread health emergency, which could negatively impact our results. Our facilities could also be affected by the withdrawal of licenses, permits or authorizations as a result of a pandemic, epidemic or outbreak. Although we have disaster plans in place and operate pursuant to infectious disease protocols, the potential impact of a pandemic, epidemic or outbreak of a contagious disease with respect to our markets or our facilities is difficult to predict and could adversely impact our business.

Our operations are highly concentrated in Lima, Monterrey and Medellín.

For the nine-month period ended September 30, 2023, 34.6%, 27.1% and 15.6% of our revenues from contracts with customers were derived from operations in Lima, Monterrey and Medellín, respectively. As such, our results of operations are particularly dependent on economic, social and political developments in these cities and the ability of customers in these cities to afford our healthcare services or purchase our healthcare plans, as applicable. In addition, any earthquakes or other natural disasters, or any other disruptive occurrences such as political or social unrest, sustained power failures, or outbreaks of epidemics or pandemics, such as the novel coronavirus outbreak, that have a negative impact on our infrastructure in these cities could have a disproportionate impact on our ability to provide healthcare services to our patients. As a result, if Lima, Monterrey or Medellín experience a decline in economic, social or political conditions or a serious natural disaster, it could have a material adverse effect on our business, financial condition and results of operations.

Developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the market price of many Latin American securities.

The market value of securities issued by companies with operations in the Latin American region, such as ours, may be affected to varying degrees by economic, political and market conditions in other countries, including other Latin American and emerging market countries. Although macroeconomic conditions in such Latin American and other emerging market countries may differ significantly from macroeconomic conditions in Mexico, Peru and Colombia, investors’ reactions to developments in these other countries may have an adverse effect on the market values of our securities. For example, political and social unrest in Latin American countries, including Ecuador, Chile, Bolivia and Colombia; has sparked political demonstrations and, in some instances, violence. Similarly, economic problems in emerging market countries outside of Latin America have also caused investors to view investments in emerging markets more generally with heightened caution. Unforeseen production shortages, interruptions to business operations and supply chain disruptions as a result of the military conflict between Russia and Ukraine could adversely impact our business. Crises in world financial markets could also affect investors’ views of securities issued by companies that operate in emerging markets. Crises in other emerging market countries may hamper investor enthusiasm for securities of issuers with operations in Latin America which could adversely affect the market price of the class A shares. This could also make it more difficult for us and our subsidiaries to access the capital markets and finance our operations in the future on acceptable terms, or at all.

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Increased inflation in Mexico, Peru or Colombia could have an adverse effect on the Mexican, Peruvian and Colombian economies generally and, therefore, on our business, financial condition and results of operations.

In the past, Mexico, Peru and Colombia all have suffered through periods of high inflation and hyperinflation, which has materially undermined their economies and their respective governments’ ability to create conditions that support economic growth. High inflation and hyperinflation have the effect of making our services more expensive for our patients and decreasing their ability to afford our services. Any such impact on the Mexican, Peruvian or Colombian economy from inflation may have a material adverse effect on our business, financial condition and results of operations.

Variations in foreign exchange rates may adversely affect our financial condition and results of operations.

The Mexican, Peruvian and Colombian currencies have fluctuated against the U.S. dollar, each other and other foreign currencies over the last four decades. For the nine-month period ended September 30, 2023, we generated 40% of our revenues in Peruvian soles, 30% of our revenues in Colombian pesos and 30% of our revenues in Mexican pesos. Our consolidated statement of income and other comprehensive income is presented in Peruvian soles, and is impacted by the translation of income and expenses of transactions in Colombian pesos and Mexican pesos to Peruvian soles. The Mexican peso, Peruvian sol and Colombian peso have been volatile in recent years, which in turn creates volatility in our results of operations. Fluctuations in the exchange rates of the Colombian peso and Mexican peso to the Peruvian sol could impair the comparability of our results from period to period and depreciation in such exchange rate could have a material adverse effect on our results of operations and financial condition.

In addition, fluctuations in the exchange rates of the currencies in the markets in which we operate to the U.S. dollar impacts our cash flows. We purchase our pharmaceuticals from local distributors in local currency; however, prices are impacted by the price of such pharmaceuticals globally in U.S. dollars and fluctuations in the exchange rates of the Mexican peso, Peruvian sol and Colombian peso to the U.S. dollar could increase our costs. Furthermore, some of our capital expenditures, such as the purchase of medical equipment, are paid for in U.S. dollars and depreciation of the Mexican peso, Peruvian sol and Colombian peso against the U.S. dollar could reduce or delay the availability of our cash flow to fund such capital expenditures.

We are also exposed to the foreign exchange rate risk associated with our U.S. dollar-denominated debt. As of September 30, 2023, 60.3% of our liabilities were denominated in U.S. dollars. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss. For more information see Note 30 to our audited consolidated financial statements.

Depreciation of the Colombian peso or Mexican peso against the Peruvian sol or the Mexican peso, Peruvian sol or Colombian peso against the U.S. dollar and/or other currencies may therefore adversely affect our business, financial condition and results of operations.

Changes in tax laws in Mexico, Peru, Colombia, Luxembourg or any other relevant jurisdiction may increase our tax liabilities and, as a result, have a material and adverse effect on us.

The tax regimes we are subject to or operate under may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, in Luxembourg and in other countries where we have significant operations could materially affect our results of operations and financial condition.

The Peruvian government regularly implements changes to its tax regulations and interpretations. Potential changes may include modifications in the taxable events, the taxable bases or the tax rates, or the enactment of

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temporary taxes that, in some cases, could become permanent taxes. These changes could, if enacted, indirectly affect us. For instance, in recent years the Peruvian government introduced several changes related, among others, to interest expense deduction limits, mandatory use of the banking system, indirect transfer of shares and the concept of permanent establishment.

On May 7, 2019, the Peruvian government approved regulations establishing substantive and procedural provisions for the application of the General Anti-Avoidance Rule (“GAAR”). GAAR gives the Superintendencia Nacional de Aduanas y de Administración Tributaria (“SUNAT”) the power to reclassify certain transactions that are exclusively performed in a manner solely driven by tax reasons, resulting in tax savings or advantages that otherwise would not have been available. As a result, GAAR may have an impact on our taxable base.

We are currently unable to estimate the impact that such reforms may have on our business. The effects of any tax reform that could be proposed in the future and any other changes that could result from the enactment of additional reform or changes in interpretation have not been, and cannot be, quantified. Any changes to the Peruvian tax regime may increase our and our subsidiaries’ tax liabilities or overall compliance costs, which could have a material adverse impact on our business, financial condition and results of operations.

The Colombian government also regularly implements changes to its tax regulations and interpretations. Colombia has gone through five tax reforms in the last six years, but the Colombian government continues to face serious budgetary constraints and pressure from rating agencies that could lead to future tax reforms, with potential adverse consequences on our financial results.

For example, on September 14, 2021, the Colombian government approved a tax reform under Law No. 2155 as a tax and fiscal policy response to the COVID-19 crisis. As a result, the corporate income tax rate rose to 35%. Furthermore, payments made to foreign entities are subject to an income tax withholding rate of 20%. However, this general rate does not apply to foreign indebtedness exceeding one year, in which case the applicable income tax withholding is 15%. Dividends paid by our subsidiaries to us out of profits that were previously subject to corporate income tax are subject to a withholding tax of 20% and dividends paid out of profits that were not previously subject to corporate income tax are now subject to a withholding tax of 35% for 2023 and onwards, plus the foregoing 20%, which applies to any amount remaining after the 35%, giving rise to a bundled rate of the 48%.

In December 2019, the Mexican government published several amendments to the Income Tax Law (Ley del Impuesto sobre la Renta), the Value Added Tax Law (Ley del Impuesto al Valor Agregado), the Excise Tax Law (Ley del Impuesto Especial sobre Producción y Servicios) and the Mexican Federal Tax Code (Código Fiscal de la Federación), most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in recent years and its main objective is to address tax evasion by strengthening the control mechanisms available to the tax authorities. Among the principal modifications that could affect our results of operations are strict restrictions on the deductibility of certain expenses, such as a new limitation on the deduction of net interest that exceeds 30% of taxpayers’ adjusted income, the non-deductibility of certain payments to related parties or through structured agreements with respect to income that is considered subject to preferential tax regimes, or that is subject to hybrid mechanisms. Likewise, important amendments were introduced with respect to the tax regime applicable to foreign entities or legal entities that are transparent for tax purposes, as well as to foreign entities or legal entities whose income is considered subject to preferential tax regimes.

The 2020 tax reform also introduced a new mandatory disclosure regime for transactions that are considered reportable transactions in terms of the provisions of Title VI, Sole Chapter of the Mexican Federal Tax Code (Código Fiscal de la Federación), mainly directed to tax advisors of taxpayers.

Due to a tax reform that came into force on January 1, 2022, various modifications were introduced that may affect our operating results; among them are changes in the parameters for determining foreign exchange

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gains or losses, limitations on the application of preferential withholding rates in the context of financing entered into with related parties, additional obligations regarding transfer prices and the establishment of additional requirements for crediting the value added tax.

In Luxembourg, changes in statutory, tax and regulatory regimes may have an adverse effect on our business, financial condition and result of operations. The pace of evolution of fiscal policy and practice has recently been accelerated due to a number of developments.

In particular, the Organization for Economic Co-operation and Development (the “OECD”) together with the G20 countries have committed to addressing abusive global tax avoidance, referred to as base erosion and profit shifting (“BEPS”) through 15 actions detailed in reports released on October 5, 2015 and through the Inclusive Framework on a global consensus solution to reform the international corporate tax system via a two-pillar plan agreed in 2021 (BEPS 2.0).

As part of the BEPS project, new rules have been introduced in Luxembourg to address abusive global tax avoidance. In particular:

The abovementioned rules may adversely affect the tax exposure of Auna S.A. in Luxembourg.

With respect to the two-pillar plan, the Luxembourg bill of law no. 8292 has been adopted on December 20, 2023 (the “Pillar 2 Law”) implementing Council Directive (EU) 2022/2523 of December 14, 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the European Union. Most of the measures of the Pillar 2 Law are applicable as from tax years starting on or after December 31, 2023 and may affect the tax position of multinational or large scale-domestic enterprise groups that fall under its scope.

Further, following the adoption of the Luxembourg law of March 25, 2020, as amended from time to time (the “DAC 6 Law”) implementing Council Directive (EU) 2018/822 of May 25, 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (“DAC 6”), certain intermediaries and, in certain cases, taxpayers have to report to the Luxembourg tax authorities within a specific timeframe certain information on reportable cross-border arrangements. The reported information will be automatically exchanged by the Luxembourg tax authorities with the competent authorities of all other EU Member States. As the case may be, the Issuer may take any action that it deems required, necessary, advisable, desirable or convenient to comply with the reporting obligations imposed on intermediaries and/or taxpayers pursuant to the DAC 6 Law. Failure to provide the necessary information under DAC 6 may result in the application of fines or penalties in the relevant EU jurisdiction(s) involved in the cross-border arrangement at stake. Under the DAC 6 Law, late reporting, incomplete or inaccurate reporting, or non-reporting may be subject to a fine of up to EUR 250,000.

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In addition, on December 22, 2021, the European Commission made available a proposal Directive which sets out minimum substance requirements for shell companies within the EU, with the goal of preventing such undertakings for being used for tax evasion and avoidance. If this proposal is adopted by EU Member States (including Luxembourg) and if Auna S.A. fails to meet the minimum substance requirements, Auna S.A. may be exposed to higher taxation.

We cannot assure you that Mexican, Peruvian, Colombian and Luxembourg tax laws or/and the laws of any other relevant jurisdiction will not change or may be interpreted differently by authorities, and any change could result in the imposition of significant additional taxes or increase our current tax liabilities. Differing interpretations could result in future tax litigation and associated costs. Moreover, the Mexican, Peruvian and Colombian governments have significant fiscal deficits that may result in future tax increases. Additional tax regulations could be implemented requiring additional tax payments, negatively affecting our business, financial condition and results of operations.

We are exposed to the risk of potential expropriation or nationalization of our assets in some of the countries where we operate.

We are exposed to the risk of potential expropriation and nationalization of our assets that are located in the various countries in which we operate; therefore, we cannot assure you that the local governments will not impose retroactive changes that could affect our business, or that would force us to renegotiate our current agreements with such governments. The occurrence of such events could materially affect our financial condition, results of operations and prospects.

A downgrade, suspension or withdrawal of any credit rating assigned by a rating agency to us could cause the liquidity or market value of the class A shares to decline significantly.

Any credit rating is an assessment by rating agencies of our ability to pay our debts when due. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. Consequently, real or anticipated changes in any credit ratings could affect our results of operations and the value of the class A shares. There can be no assurance that any credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agencies if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our Company, so warrant.

Risks Relating to the Offering and Our Class A Shares

The market price of our class A shares may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our class A shares may prevent you from being able to sell your class A shares at or above the price you paid for them. The market price and liquidity of the market for our class A shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:

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