12SEP201221572474

Strictly Confidential

Offering Memorandum

20,000,000 Common Shares

InRetail Peru Corp.

We are offering 20,000,000 shares of our common stock in this global offering. The initial offering priceis US$20.00 per share.

We have granted the initial purchasers an option for a period of 30 days to purchase up to 3,000,000additional shares to cover over-allotments, if any.

No public market currently exists for the shares. Our shares are listed on the Lima Stock Exchange(Bolsa de Valores de Lima, or the ‘‘LSE’’) under the symbol ‘‘INRETC1’’.

Investing in the shares involves a high degree of risk. See ‘‘Risk Factors’’ beginning onpage 16.

The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended.The shares may not be offered and sold within the United States or to U.S. persons, except to qualifiedinstitutional buyers in reliance on the exemption from registration provided by Rule 144A under theSecurities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S under theSecurities Act. See ‘‘Transfer Restrictions’’ for a description of the restrictions regarding the purchase andtransfer of the shares.

The shares have been registered with the Peruvian Registry of Foreign Investment and DerivativesInstruments of the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators(Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones, or ‘‘SBS’’) forPeruvian private pension fund eligibility as required by Peruvian law. The shares may not be offered or soldin Peru or in any other jurisdiction except in compliance with the securities laws thereof.

The initial purchasers expect to deliver the shares on or about October 10, 2012, through the facilities ofThe Depository Trust Company (‘‘DTC’’) and CAVALI S.A. ICLV. (‘‘CAVALI’’).

Global Coordinatorsand Joint Bookrunners Joint Bookrunners

Citigroup J.P. Morgan Morgan Stanley BTG Pactual

October 3, 2012

We are responsible for the information contained in this Offering Memorandum. Neither we northe initial purchasers have authorized anyone to provide you with information different from thatcontained in this Offering Memorandum, and we take no responsibility for any other informationothers may give you. The shares are being offered, and the offers to buy are being sought, only injurisdictions where such offers and sales are permitted. The information contained in this OfferingMemorandum is accurate only as of the date of this Offering Memorandum, regardless of the time ofdelivery of this Offering Memorandum or of any sale of the shares.

Table of Contents

Page

Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivForward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viiEnforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ixWhere You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiSummary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Summary Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 41Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104The Peruvian Securities Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

This Offering Memorandum is highly confidential, and we have prepared it for use solely inconnection with the proposed offering of the shares. This Offering Memorandum is personal to theofferee to whom it has been delivered by the initial purchasers or their representatives and does notconstitute an offer to any other person or to the public in general to subscribe for or otherwise toacquire the shares. Distribution of this Offering Memorandum to any person other than the offereeand those persons, if any, retained to advise that offeree with respect thereto is unauthorized, and anydisclosure of any of its contents without our prior written consent is prohibited. Each offeree, byaccepting delivery of this Offering Memorandum, agrees to the foregoing and agrees not to makephotocopies of this Offering Memorandum.

The shares offered through this Offering Memorandum are subject to restrictions on transferabilityand resale, and may not be transferred or resold in the United States except as permitted under theSecurities Act and applicable U.S. state securities laws pursuant to registration or exemption fromthem. You should be aware that you may be required to bear the financial risks of this investment foran indefinite period of time. See ‘‘Transfer Restrictions.’’

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You must comply with all applicable laws and regulations in force in any jurisdiction in which youpurchase, offer or sell the shares or possess or distribute this Offering Memorandum, and must obtainany consent, approval or permission required for your purchase, offer or sale of the shares under thelaws and regulations in force in any jurisdiction to which you are subject or in which you make suchpurchases, offers or sales, and neither we nor the initial purchasers or their representatives will haveany responsibility thereof.

In making an investment decision, you must rely on your own examination of our business and theterms of the offering, including the merits and risks involved.

No representation or warranty, express or implied, is made by the initial purchasers as to theaccuracy or completeness of any of the information set forth in this Offering Memorandum, andnothing contained herein is or shall be relied upon as a promise or representation by the initialpurchasers, whether as to the past or the future.

By purchasing any shares, you will be deemed to have acknowledged that: (1) you have received acopy of and have reviewed this Offering Memorandum; (2) you have had an opportunity to review allfinancial and other information considered by you to be necessary to make your investment decisionand to verify the accuracy of, or to supplement, the information contained in this OfferingMemorandum and have been offered the opportunity to ask us questions, and received answers, as youdeemed necessary in connection with your investment decision; (3) you have not relied on the initialpurchasers or any person affiliated with the initial purchasers in connection with your investigation ofthe accuracy of such information or your investment decision; (4) the initial purchasers are notresponsible for, and are not making any representation to you concerning, us, our future performanceor the accuracy or completeness of this Offering Memorandum; and (5) no person has been authorizedto give any information or to make any representation concerning us or the shares or the offer and saleof the shares, other than as contained in this Offering Memorandum, and if given or made, any suchother information or representation should not be relied upon as having been authorized by us or theinitial purchasers.

We and the initial purchasers reserve the right, to the extent permitted by applicable law, to rejectany offer to purchase, in whole or in part, and for any reason, the shares offered hereby. We and theinitial purchasers reserve the right to sell or place less than all of the shares offered hereby.

We are not providing you with any legal, business, tax or other advice in this OfferingMemorandum. You should consult your own attorney, business advisor and tax advisor for legal,business and tax advice regarding the shares. You should contact the initial purchasers with anyquestions about this offering.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATEHAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDEDOR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, ORCLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THISPARAGRAPH.

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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

This Offering Memorandum is for distribution only in circumstances in which Section 21(1) of theU.K. Financial Services and Markets Act 2000 (‘‘FSMA’’) does not apply to us (the persons in suchcircumstances together being referred to as ‘‘relevant persons’’). This Offering Memorandum is directedonly at relevant persons and must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this Offering Memorandum relates is availableonly to relevant persons and will be engaged in only with relevant persons.

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Offering Memorandum has been prepared on the basis that all offers of shares will be madepursuant to an exemption under the Prospectus Directive, as implemented in member states (each, a‘‘Relevant Member State’’) of the European Economic Area (‘‘EEA’’) from the requirement to publisha prospectus for offers of the shares. Accordingly, any person making or intending to make any offerwithin the EEA of shares which are the subject of the offering contemplated in this OfferingMemorandum should only do so in circumstances in which no obligation arises for the sellers of theshares or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the ProspectusDirective, in relation to such offer. Neither we nor the initial purchasers have authorized, nor do weauthorize, the making of any offer of shares in circumstances in which an obligation arises for theissuer or the initial purchasers to publish a prospectus for such offer. ‘‘Prospectus Directive’’ meansDirective 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive); andincludes any relevant implementing measure in the Relevant Member State; and the expression ‘‘2010PD Amending Directive’’ means Directive 2010/73/EU.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

General

InRetail Peru Corp. (formerly IFH Pharma Corp.) is a corporation (sociedad anonima)incorporated under the laws of Panama. InRetail Peru Corp. owns no assets other than 99.98% of thevoting shares of Supermercados Peruanos S.A., 100% of the voting shares of Eckerd Peru S.A.(indirectly through intermediate holding companies), 100% of the voting shares of InRetail Real EstateCorp. and 99.9% of the voting shares of Inmobiliaria Espiritu Santo S.A.C.

All references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ the ‘‘Company,’’ ‘‘InRetail Peru’’ and ‘‘InRetail’’ in thisOffering Memorandum are to InRetail Peru Corp., and, unless the context requires otherwise, itsconsolidated subsidiaries. As used in this Offering Memorandum, ‘‘Supermercados Peruanos’’ refers toSupermercados Peruanos S.A., a corporation (sociedad anonima) incorporated under the laws of Peru,and its consolidated subsidiaries; ‘‘InkaFarma’’ refers to Eckerd Peru S.A. (‘‘Eckerd Peru’’), acorporation (sociedad anonima) incorporated under the laws of Peru, and its consolidated subsidiaries;‘‘Inmobiliaria’’ refers to Inmobiliaria Espıritu Santo S.A.C., a corporation (sociedad anonima cerrada)incorporated under the laws of Peru; and ‘‘InRetail RE’’ refers to InRetail Real Estate Corp., acorporation (sociedad anonima) incorporated under the laws of Panama.

Reorganization

InRetail Peru, its immediate parent company Intercorp Retail Inc. (‘‘Intercorp Retail’’), its ultimateparent Intercorp Peru Ltd., formerly IFH Peru Ltd. (‘‘Intercorp Peru’’), and their respective subsidiariesand affiliates completed a reorganization on August 13, 2012 (the ‘‘Reorganization’’).

As a result of the Reorganization, we became the direct owner of InRetail RE, which is theholding company for the companies that comprise our shopping centers segment, consisting of RealPlaza S.R.L. (‘‘Real Plaza’’), InRetail Properties Management S.R.L., formerly InterpropertiesPeru S.A. (‘‘InRetail Properties Management’’), Patrimonio en Fideicomiso—D.S.No. 093-2002-EF-Interproperties Holding (‘‘Interproperties Holding I’’), Patrimonio en Fideicomiso—D.S. No. 093-2002-EF-Interproperties Holding II (‘‘Interproperties Holding II’’) and Patrimonio enFideicomiso—D.S. No. 093-2002-EF-Interproperties Peru (‘‘Interproperties Peru’’). InterpropertiesHolding I and Interproperties Holding II collectively own a majority participation in InterpropertiesPeru. We also became the direct owner of Supermercados Peruanos, which, along with its subsidiariesPlaza Vea Sur S.A.C. and Peruana de Tiquetes S.A.C., comprise our supermarkets segment. Wecontinue to indirectly own InkaFarma and its subsidiaries and Inmobiliaria, which comprise ourpharmacies segment. For an organization chart of our company, see ‘‘Summary—Corporate Structure’’.As Intercorp Peru has maintained effective control over InRetail Peru and InRetail Peru’s subsidiariesthroughout the Reorganization, these transactions qualify as being made among entities under commoncontrol under IFRS and qualify for the pooling-of-interest method of accounting. Therefore, ourcombined financial statements appearing in this Offering Memorandum have been prepared under theassumptions that the Reorganization took place as of January 1, 2010 and that we were operating ineach of 2010, 2011 and the six months ended June 30, 2012. See our audited combined financialstatements and related notes elsewhere in this Offering Memorandum.

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As of the date of this Offering Memorandum, our current shareholders are as follows:

Percentageownership

Shareholder (%)

Intercorp Retail Inc.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74.76%Intercorp Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.20%NG Pharma Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.12%Intercorp Financial Services Inc.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00%Inteligo Bank Ltd.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.80%Interseguro Companıa de Seguros S.A.* . . . . . . . . . . . . . . . . . . . . . . . . . 0.12%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00%

* Companies controlled by Intercorp Peru, directly and indirectly.

Acquisition

We entered the pharmacies segment in January 2011 with the acquisition of InkaFarma. Therefore,this segment was not part of our 2010 financial results. As a consequence, our combined financialstatements for the year ended December 31, 2011 are not comparable to our combined financialstatements for the year ended December 31, 2010.

Financial Information

Our combined financial statements and related notes included in this Offering Memorandum havebeen prepared in nuevos soles and in accordance with International Financial Reporting Standards(‘‘IFRS’’) as issued by the International Accounting Standards Board (‘‘IASB’’). For all periods up toand including the year ended December 31, 2010, the entities which currently comprise InRetail Peruprepared their financial statements in accordance with accounting principles generally accepted in Peru.The combined financial statements for the year ended December 31, 2011 are the first InRetail Peruhas prepared in accordance with IFRS. Accordingly, InRetail Peru has prepared combined financialstatements which comply with IFRS applicable for periods ending on or after December 31, 2011,together with the comparative period data as of and for the year ended December 31, 2010. InRetailPeru’s opening statement of financial position was prepared as of January 1, 2010, its date of transitionto IFRS. The combined financial statements have been prepared on a historical cost basis, except forinvestment properties, derivative financial instruments and available-for-sale investments that have beenmeasured at fair value. The financial statements included in this Offering Memorandum are deemed‘‘combined’’ because they reflect the combined operations of InRetail and its subsidiaries that, as ofJune 30, 2012, have not been consolidated. The financial information for Eckerd Peru presented in thisOffering Memorandum reflects the combined operations of Eckerd Peru and Inmobiliaria as of and forthe years ended December 31, 2010 and 2011 and is derived from the audited combined financialstatements of Eckerd Peru and Inmobiliaria that are not included in this Offering Memorandum.

In this Offering Memorandum, we present Adjusted EBITDA, Adjusted EBITDA margin andsame store sales growth, each of which are non-IFRS financial measures. A non-IFRS financialmeasure does not have a standardized meaning prescribed by IFRS. We present Adjusted EBITDA,Adjusted EBITDA margin and same store sales growth because we believe they provide investors withsupplemental measures of the financial performance of our operations that facilitate period-to-periodcomparisons on a consistent basis. Our management also uses Adjusted EBITDA, Adjusted EBITDAmargin and same store sales growth from time to time, among other measures, for internal planningand performance measurement purposes. Adjusted EBITDA, Adjusted EBITDA margin and same storesales growth should not be construed as alternatives to profit or operating profit, as indicators of

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operating performance or as alternatives to cash flow provided by operating activities (in each case, asdetermined in accordance with IFRS). Adjusted EBITDA, Adjusted EBITDA margin and same storesales growth, as calculated by us, may not be comparable to similarly titled measures reported by othercompanies. For the definitions of Adjusted EBITDA, Adjusted EBITDA margin and same store salesgrowth and reconciliations of operating profit to Adjusted EBITDA, see ‘‘Summary FinancialInformation.’’

The term ‘‘U.S. dollar’’ and the symbol ‘‘US$’’ refer to the legal currency of the United States; andthe term ‘‘nuevo sol’’ and the symbol ‘‘S/.’’ refer to the legal currency of Peru.

We have translated some of the nuevos soles amounts contained in this Offering Memoranduminto U.S. dollars for convenience purposes only. Unless the context otherwise requires, the rate used totranslate nuevos soles amounts to U.S. dollars was S/. 2.671 to US$1.00, which was the exchange ratereported on June 30, 2012 by the SBS. The Federal Reserve Bank of New York does not report a noonbuying rate for nuevos soles. The U.S. dollar equivalent information presented in this OfferingMemorandum is provided solely for the convenience of investors and should not be construed asimplying that the nuevos soles amounts represent, or could have been or could be converted into, U.S.dollars at such rates or at any other rate. See ‘‘Exchange Rate Information’’ for information regardinghistorical exchange rates of nuevos soles to U.S. dollars.

Certain figures included in this Offering Memorandum have been subject to rounding adjustments.Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figuresthat precede them.

Offering Information

All amounts contained in this Offering Memorandum that have been adjusted to reflect the netproceeds of this offering are based upon the sale of 20,000,000 shares at an initial offering price ofUS$20.00 per share. Unless otherwise indicated, all information contained in this OfferingMemorandum assumes no exercise of the initial purchasers’ option to purchase up to 3,000,000additional shares to cover over-allotments, if any.

Industry and Market Data

Except where otherwise indicated, market share information and other statistical information andquantitative statements in this Offering Memorandum regarding our market position relative to ourcompetitors are not based on published statistical data or information obtained from independent thirdparties. Rather, such information and statements reflect management estimates based upon our internalrecords and surveys, statistics published by providers of industry data, information published by ourcompetitors, and information published by trade and business organizations and associations and othersources within the industries in which we operate. We have not independently verified any data producedby third parties or industry or general publications. In addition, while we believe our internal data andsurveys to be reliable, such data and surveys have not been verified by any independent sources.

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FORWARD-LOOKING STATEMENTS

This Offering Memorandum includes forward-looking statements. All statements other thanstatements of historical fact included in this Offering Memorandum regarding our business, financialcondition, results of operations and certain of our plans, objectives, assumptions, projections,expectations or beliefs with respect to these items and statements regarding other future events orprospects are forward-looking statements. These statements include, without limitation, thoseconcerning: our strategy and our ability to achieve it; expectations regarding sales, profitability andgrowth; our possible or assumed future results of operations; capital expenditures and investment plans;adequacy of capital; and financing plans. The words ‘‘aim,’’ ‘‘may,’’ ‘‘will,’’ ‘‘expect,’’ ‘‘is expected to,’’‘‘anticipate,’’ ‘‘believe,’’ ‘‘future,’’ ‘‘continue,’’ ‘‘help,’’ ‘‘estimate,’’ ‘‘plan,’’ ‘‘schedule,’’ ‘‘intend,’’‘‘should,’’ ‘‘would be,’’ ‘‘seeks,’’ ‘‘estimates,’’ ‘‘shall,’’ or the negative or other variations thereof, as wellas other similar expressions regarding matters that are not historical fact, are or may indicate forward-looking statements.

In addition, this Offering Memorandum includes forward-looking statements relating to ourpotential exposure to various types of market risks, such as macroeconomic risk, Peru specific risks,foreign exchange rate risk, interest rate risks and other risks related to financial performance. We havebased these forward-looking statements on our management’s current view with respect to future eventsand financial performance. These views reflect the best judgment of our management but involve anumber of risks and uncertainties which could cause actual results to differ materially from thosepredicted in our forward-looking statements and from past results, performance or achievements.Although we believe that the estimates reflected in the forward-looking statements are reasonable, suchestimates may prove to be incorrect. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developments to differ materiallyfrom those expressed or implied by these forward-looking statements. These factors include, amongother things:

• economic conditions that impact consumer spending;

• decreases in the purchasing power of middle- and low-income consumers;

• intense competition in each of our markets;

• rapid consolidation in our retail markets;

• existing and new regulatory requirements;

• our ability to obtain and maintain zoning, environmental, land use and other governmentalapprovals;

• our ability to successfully implement our growth and retail strategies;

• the inability to obtain the capital we need for further expansion of our businesses;

• risks associated with development and construction activities;

• food and drug safety concerns and related unfavorable publicity;

• the loss of key tenants;

• the ability to maintain and improve our distribution networks and efficiency of distributioncenters;

• risks associated with our suppliers;

• economic, political and social developments in Peru, including increased volatility of exchangerates or increased inflation;

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• future acquisitions may not bring anticipated benefits;

• changes in tax laws;

• severe weather, natural disasters and adverse climate changes;

• changes in regional or global markets; and

• other risk and uncertainties described in ‘‘Risk Factors.’’

We urge you to read the sections of this Offering Memorandum entitled ‘‘Risk Factors,’’‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and‘‘Business’’ for a more complete discussion of the factors that could affect our future performance andthe industries in which we operate. Additionally, new risks and uncertainties can emerge from time totime, and it is not possible for us to predict all future risks and uncertainties, nor can we assess theirpotential impact. Accordingly, you should not place undue reliance on forward-looking statements as aprediction of actual results.

All forward-looking statements included in this Offering Memorandum are based on informationavailable to us on the date of this Offering Memorandum. We undertake no obligation to updatepublicly or revise any forward-looking statement, whether as a result of new information, future eventsor otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in theirentirety by the cautionary statements contained throughout this Offering Memorandum.

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ENFORCEABILITY OF CIVIL LIABILITIES

InRetail Peru is organized under the laws of Panama and its operating subsidiaries are organizedunder the laws of Peru. Substantially all of our directors, officers, controlling persons, and certain ofthe experts named herein, reside outside the United States, and all or a substantial portion of our andtheir assets are located outside the United States. As a result, it may not be possible for investors toeffect service of process within the United States upon such persons, including with respect to mattersarising under the federal securities laws of the United States, or to enforce against us or such personsjudgments of courts of the United States predicated upon the civil liability provisions of the federalsecurities laws of the United States.

Panama

There is no existing treaty between the United States and Panama for the reciprocal enforcementof foreign judgments of courts outside Panama, including, without limitation, judgments of U.S. courts.Panamanian courts, however, have enforced judgments rendered in the United States based on legalprinciples of reciprocity and comity. We have been advised by Arias, Aleman & Mora, our Panamaniancounsel, that judgments rendered by foreign courts may only be recognized and enforced by the courtsof Panama in the event that the Supreme Court of Panama validates such judgment by the issuance ofa writ of exequatur. Subject to a writ of exequatur, any final judgment rendered by any U.S. court willbe recognized, conclusive and enforceable in the courts of Panama without reconsideration of themerits, provided that: (1) such foreign court grants reciprocity to the enforcement of judgments ofcourts of Panama; (2) the party against which the judgment was rendered was personally served (serviceby mail not being sufficient) in such action within such foreign jurisdiction; (3) the judgment arises outof a personal action against the defendant; (4) the obligation in respect of which the judgment wasrendered is lawful in Panama and does not contradict the public policy of Panama; (5) the judgment isproperly authenticated by diplomatic or consular officers of Panama or pursuant to the 1961 HagueConvention on the Legalization of Documents; and (6) a copy of the final judgment is translated intoSpanish by a licensed translator in Panama. We have no reason to believe that any of our obligationsrelating to the shares would be contrary to Panamanian law.

Peru

Any final and conclusive judgment for a fixed and definitive sum obtained in any foreign courthaving jurisdiction in respect of any suit, action or proceeding for the enforcement of any of ourobligations under the shares that are governed by New York law will, upon request, be deemed validand enforceable in Peru through an exequatur judiciary proceeding (which does not involve thereopening of the case), provided that: (1) there is in effect a treaty between the country where saidforeign court sits and Peru regarding the recognition and enforcement of foreign judgments; or (2) inthe absence of such a treaty, the original judgment is ratified by the Peruvian courts, provided that thefollowing conditions and requirements are met:

• the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (thematters contemplated in respect of this Offering Memorandum or the shares are not mattersunder the exclusive jurisdiction of Peruvian courts);

• such court had jurisdiction under its own conflicts of law rules and under general principles ofinternational procedural jurisdiction;

• the party against which the judgment was rendered was served process in accordance with thelaws of the jurisdiction where the proceeding took place, was granted a reasonable opportunityto appear before such foreign court, and was guaranteed due process rights;

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• the judgment has the status of res judicata as defined in the jurisdiction of the court renderingsuch judgment;

• no pending litigation in Peru between the same parties for the same dispute was initiated beforethe commencement of the proceeding that concluded with the foreign judgment;

• the judgment is not incompatible with another judgment that fulfills the requirements ofrecognition and enforceability established by Peruvian law, unless such foreign judgment wasrendered first;

• the judgment is not contrary to Peruvian national sovereignty, public policy or good morals;

• it has not been proven that the foreign court who issued the judgment denies enforcement ofPeruvian judgments or engages in a review of the merits thereof; and

• payment of corresponding court filing fees.

We have no reason to believe that any of our obligations relating to the shares would be contraryto Peruvian public policy, good morals and international treaties binding upon Peru or generallyaccepted principles of international law.

In the absence of an international judgment enforcement treaty, the reciprocity principle isapplicable (that is, a foreign judgment would be enforced if the courts in such foreign jurisdictionenforce judgments issued by Peruvian courts), pursuant to which a judgment issued by the courts of aforeign jurisdiction will be admissible in the courts of Peru and will be enforceable thereby, except ifaccording to the laws of such foreign jurisdiction as interpreted or applied by the courts of such foreignjurisdiction (i) judgments issued by Peruvian courts are not admissible or enforceable in the courts ofsuch foreign jurisdiction or (ii) judgments issued by Peruvian courts are subject to reexamination by thecourts of such foreign jurisdiction; in either case in compliance with the requirements described above.

Assuming that foreign judgments comply with the standards set forth in the preceding paragraphs,and in the absence of any condition referred to above which would render a foreign judgmentunenforceable, such foreign judgment would be enforceable in Peru through proceedings for theenforcement of a foreign judgment under the laws of Peru.

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WHERE YOU CAN FIND MORE INFORMATION

We are not subject to the information reporting requirements of the U.S. Securities Exchange Actof 1934, as amended (the ‘‘Exchange Act’’). For so long as any of the shares remain outstanding andare ‘‘restricted securities’’ within the meaning of Rule 144 under the Securities Act, if at any time weare not a reporting issuer under Section 13 or 15(d) of the Exchange Act, or exempt from therequirements thereof pursuant to Rule 12g3-2(b) thereunder, we will furnish information about us, asrequired by Rule 144A(d)(4) under the Securities Act, to any holder of shares or prospective purchaserdesignated by such holder who requests such information from us in writing. Any such request may bemade to us in writing at our registered office located at Carlos Villaran 140, 19th Floor, Lima 13, Peru.

We will be required to furnish certain information periodically, including quarterly and annualreports, to the Peruvian Superintendency of Securities Markets (Superintendencia del Mercado deValores, or ‘‘SMV’’) and the LSE, which will be available in Spanish for inspections through theirrespective websites at www.smv.gob.pe and www.bvl.com.pe.

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SUMMARY

This summary highlights selected information about us and the shares and should be read as anintroduction to the more detailed information appearing elsewhere in this Offering Memorandum. Thissummary does not contain all the information you should consider before investing in the shares. Youshould read this entire Offering Memorandum carefully for a more complete understanding of our businessand this offering, including ‘‘Risk Factors,’’ ‘‘Presentation of Financial and Other Information,’’ ‘‘SelectedFinancial Information,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results ofOperations’’ and our combined financial statements and related notes elsewhere in this OfferingMemorandum.

Overview

We are a multi-format retailer operating exclusively in Peru with nationwide presence and leadingmarket positions in our three business segments: supermarkets, pharmacies and shopping centers. Oursupermarket chain is the second largest in Peru, based on revenues, and operates four formats, PlazaVea, Plaza Vea Super, Vivanda and EconoMax, that together target multiple socioeconomic categoriesof the Peruvian population. Our pharmacy chain is the largest in Peru, based on revenues, and operatesthe InkaFarma brand, the most recognized pharmacy brand and one of the most recognized brands inthe country. Through our Real Plaza shopping center brand, we operate the largest shopping centerchain in Peru, based on gross leasable area (‘‘GLA’’). We develop and own real estate properties thatcontribute to our retail businesses and have a large portfolio of premium locations and sites for futureexpansion. Our integrated retail and shopping center platform allows us to attract growing consumertraffic through our highly recognized retail brands and convenient locations, and enhances our ability todevelop commercial sites and attract an optimal tenant mix. As a result, we believe we are in a strongposition to capitalize on Peru’s consumption growth to drive sales and profitability in all of oursegments.

Our ultimate parent company is Intercorp Peru, one of Peru’s largest business groups, withactivities spanning financial services, retail and real estate. In 2001, Intercorp Peru began investing inthe Peruvian retail sector, attracted by its strong growth potential, increasing consumer purchasingpower and a relatively underpenetrated modern retail sector. We believe that being a locally-ownedand -operated group offers us the significant advantages of an exclusive focus on Peru and a deepunderstanding of the country in general and its retail and real estate markets in particular. On the basisof this vision, we have built our company into the premier Peruvian retailer it is today.

We believe that Peru offers attractive opportunities for significant growth based on itsmacroeconomic prospects, stable political environment, favorable demographic trends and emergingmiddle class, combined with a retail sector that continues to be underpenetrated by modern formats.Peru has been South America’s fastest growing country in terms of real GDP growth and is one of onlysix investment grade countries in the world with average annual real GDP growth over 7.0% from 2007to 2011, according to the International Monetary Fund (the ‘‘IMF’’). Over these five years,approximately 20.0% of Peru’s population, nearly 5.5 million people, has risen above the poverty level,according to the Instituto Nacional de Estadısticas e Informatica (‘‘INEI’’), Peru’s national institute ofstatistics and data. During this same period, the publicly disclosed aggregate sales of the seven largestmodern retail companies in Peru have grown at an average annual rate of 16%, approximately 1.6times faster than the average annual nominal Peruvian GDP growth rate. We focus on meeting thegrowing needs of Peruvian consumers who, as they become wealthier and demand higher qualityproducts and services, are shifting towards modern, formal retailers and away from the country’straditional retail sector.

Our business segments have grown significantly through acquisitions and organic initiatives, whilesimultaneously improving profitability. Our first shopping center, Real Plaza Primavera, was opened in

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Lima in 2001. We have since developed an additional 12 shopping centers, increasing GLA ten-fold toover 265,000 square meters as of June 30, 2012. In 2003, Intercorp Peru acquired SupermercadosPeruanos and successfully implemented its turnaround, from losses during that year to AdjustedEBITDA of S/. 176.3 million and net profit of S/. 35.5 million in 2011, and expanded its number ofstores from 35 at the time of acquisition to 78 as of June 30, 2012. We acquired InkaFarma in January2011 and since then have opened 82 pharmacies, increasing our total number of pharmacies to 466 asof June 30, 2012, while expanding our focus on higher margin private label sales. In addition, ourexisting land bank, which currently consists of over 288,000 square meters in 29 locations for near-termdevelopment of shopping centers and supermarkets, and our expertise in sourcing and securingadditional sites, are both critical advantages for our organic growth. Our current strategy is to groworganically by taking advantage of opportunities we identify throughout Peru, both through deeperpenetration in our existing markets as well as by expanding our reach across socioeconomic andgeographic markets.

In 2011, we had combined revenues of S/. 4,242.2 million (approximately US$1,588.2 million),Adjusted EBITDA of S/. 312.7 million (approximately US$117.1 million), an Adjusted EBITDA marginof 7.4%, operating profit of S/. 263.6 million (approximately US$98.7 million) and net profit ofS/. 123.6 million (approximately US$46.3 million). For the six months ended June 30, 2012 we hadcombined revenues of S/. 2,300.7 million (approximately US$861.3 million), Adjusted EBITDA ofS/. 179.2 million (approximately US$67.1 million), an Adjusted EBITDA margin of 7.8%, operatingprofit of S/. 131.7 million (approximately US$49.3 million) and net profit of S/. 49.7 million(approximately US$18.6 million).

Our Business

Supermarkets

We operate the second largest supermarket chain in Peru, with an estimated market share ofapproximately 33% of the 2011 revenues of Peru’s three nationwide supermarket chains, according toEquilibrium CRSA, a Peruvian risk rating company affiliated with Moody’s Investor Service Inc.(‘‘Equilibrium’’). After a turnaround phase that took place from 2003 to 2006, our supermarketssegment has undergone significant growth and since 2006 has been the fastest-growing supermarketchain in terms of new sales area when compared to Peru’s two other nationwide chains. From 2007 to2011, our revenues, number of stores and sales area have increased at compounded annual growth rates(‘‘CAGR’’) of 20.7%, 13.6% and 22.6%, respectively. An important contribution to our growth has beenour entry and expansion in the unpenetrated regions of Peru outside the Lima metropolitan area(which we define as the city of Lima and the surrounding districts of Ancon, Pucusana and Chosica).We were the first modern supermarket chain to open a store outside the Lima metropolitan area,where we had 20 stores that generated approximately 29% of our supermarket revenues for the sixmonths ended June 30, 2012. As of June 30, 2012, we operated 78 stores throughout Peru with a totalsales area of over 207,000 square meters.

We have developed a strategy of operating multiple supermarket store formats with differentproduct assortments, pricing levels and shopping experiences, in order to serve different socioeconomiccategories and satisfy a wide variety of customer needs. Furthermore, the compact size of our formatsgives us the flexibility to open profitable stores in unpenetrated medium size cities and/or highly denseurban areas where large plots of land are scarce. This strategy gives us a significant competitiveadvantage in capitalizing on the growth of multiple socioeconomic categories across the country. The

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table below shows a summary of operating metrics for our four supermarket formats as of June 30,2012:

Plaza Vea Plaza Vea Super Vivanda EconoMax/Mass

Launch year . . . . . . . . . . . . . . . . 2001 2005 2005 2011*Number of stores . . . . . . . . . . . . 42 16 8 12Average square meters per store . 3,964 1,237 1,117 1,017Net sales contribution for 2011

(% of total) . . . . . . . . . . . . . . . 76.7 12.4 8.6 2.2

* Launch year refers to EconoMax only.

Plaza Vea (compact hypermarkets): Plaza Vea is our largest store format with an average sellingarea of approximately 4,000 square meters per store. It targets the A, B and C socioeconomiccategories and is a one-stop shopping destination offering a wide range of food and non-food productsat competitive prices with attractive promotions, as well as complementary services and familyentertainment. Plaza Vea has become the most recognizable supermarket brand in Peru, according toArellano Marketing, a leading marketing consulting company in Peru. Due to its compact size, thePlaza Vea format enables us to profitably serve unpenetrated medium size cities with low populationdensity, as well as to penetrate the more developed cities where large well-located plots of land areusually scarce. We believe the combination of our attractive product and service offerings as well as ourcompact size gives us a competitive advantage, enabling us to rapidly expand geographically to capturemarket opportunities.

Plaza Vea Super (supermarkets): Plaza Vea Super targets the A, B and C socioeconomiccategories. It offers the same brand identity, shopping experience, price and promotional structure asPlaza Vea compact hypermarkets, but in a smaller, more convenient store format with a greater focuson food products. It provides greater flexibility for growth in locations where larger spaces are scarce,such as dense urban areas, leveraging our hypermarket infrastructure.

Vivanda (supermarkets): Vivanda targets the A and B socioeconomic categories and currentlyoperates only in select residential neighborhoods in Lima. It focuses on providing premium foodproducts, a distinctive shopping experience and an environment that emphasizes quality and freshness.

EconoMax/Mass (discount stores): EconoMax is our newest format and targets the C and Dsocioeconomic categories. The EconoMax stores offer approximately 6,000 basic food and non-foodproducts at everyday low prices positioned to compete with traditional open markets andindependently-owned corner stores, but with higher quality and hygiene standards. Mass is a legacyformat with only four stores.

Pharmacies

We acquired the largest retail pharmacy chain in Peru, InkaFarma, in 2011. InkaFarma had amarket share of 47% of the country’s modern retail pharmacy revenues in 2011, according to IMSHealth. InkaFarma has experienced significant growth, more than doubling its revenue from 2007 to2011 and increasing its number of stores from 154 as of December 31, 2007 to 466 as of June 30, 2012.Our pharmacies are currently present in 22 of Peru’s 24 regions. Due to our scale and private labelproduct offerings, we are successfully implementing an everyday low price strategy and achievingattractive margins. We sell pharmaceutical and personal care items to customers who value convenienceand low prices. InkaFarma was named the most recognized pharmacy brand and the sixth mostrecognized brand in Peru as of 2011, according to Arellano Marketing. As of June 30, 2012, ourpharmacies operated under two different formats: stand-alone pharmacies (410 stores) and pharmaciesin supermarkets (56 stores).

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Shopping Centers

We operate the largest shopping center chain in Peru under the Real Plaza brand, with anestimated 18% market share based on GLA in 2011, according to the Asociacion de CentrosComerciales del Peru (the ‘‘ACCEP’’). We have developed a strategy of becoming a shopping andentertainment hub in each of our locations through an optimal tenant mix and a shopping experiencecustomized for the specific market. In addition to operating shopping centers, this segment has anin-house real estate development team focused on sourcing locations and developing new shoppingcenters and stand-alone stores. We earn rental income, which consists of the greater of minimummonthly fixed rental payments or variable payments based on the retail sales of tenants. These variablepayments allow us to benefit from the growth in sales by our tenants, who operate across a range ofretail categories.

As of June 30, 2012, we operated 13 shopping centers, ten of which we owned or leased on along-term basis and three of which we operate on behalf of related parties. Out of these 13 shoppingcenters, six are in the Lima metropolitan area and seven are elsewhere throughout the country. RealPlaza was the first chain to open shopping centers in six of the seven largest cities in Peru, excludingLima.

Through our land bank, we currently own or lease on a long-term basis over 288,000 square metersof property throughout Peru for near-term development of 29 supermarkets and four shopping centers.

The chart below provides a summary of key financial and operating metrics for our threesegments.

For the six months ended As of and for the year endedJune 30, December 31,

2012 2012 2011 2011 2011 2010

(US$ in (S/. in (US$ in (S/. inmillions)(1)(2) millions)(1) millions)(1)(2) millions)(1)

Supermarkets:Revenues(3) . . . . . . . . . . . . . . . . . . . . 551.7 1,473.7 1,338.1 1,055.8 2,820.1 2,423.4Same store sales growth (%)(4) . . . . . . . 5.0% 3.3% 5.6% 2.9%Adjusted EBITDA(3)(5) . . . . . . . . . . . . 32.6 87.0 67.9 66.0 176.3 162.4Adjusted EBITDA margin (%)(3)(5) . . . 5.9% 5.1% 6.3% 6.7%Number of stores . . . . . . . . . . . . . . . . 78 67 75 67Total selling area (square meters) . . . . . 207,407 185,958 204,278 188,341Employees . . . . . . . . . . . . . . . . . . . . . 12,302 12,057 11,991 11,520

Pharmacies:(6)Revenues(3) . . . . . . . . . . . . . . . . . . . . 288.3 770.2 614.9 499.2 1,333.4 1184.9Same store sales growth (%)(4) . . . . . . . 20.7% 3.7% 4.7% 9.8%Adjusted EBITDA(3)(5) . . . . . . . . . . . . 24.3 64.9 37.5 34.3 91.6 82.1Adjusted EBITDA margin (%)(3)(5) . . . 8.4% 6.1% 6.9% 6.9%Number of stores(7) . . . . . . . . . . . . . . 466 409 432 384Employees . . . . . . . . . . . . . . . . . . . . . 6,670 5,811 5,848 5,477

Shopping centers:Revenues(3) . . . . . . . . . . . . . . . . . . . . 25.3 67.5 49.6 42.8 114.4 83.9Adjusted EBITDA(3)(5) . . . . . . . . . . . . 11.4 30.5 24.8 20.7 55.2 46.9Adjusted EBITDA margin (%)(3)(5) . . . 45.2% 50.1% 48.3% 55.9%Number of shopping centers(8) . . . . . . . 13 12 13 11Total GLA (square meters)(8)(9) . . . . . . 265,442 232,814 252,207 211,760Employees . . . . . . . . . . . . . . . . . . . . . 297 206 220 139

(1) Except for percentages and operating data.

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(2) Translated to U.S. dollars for convenience only at the rate of S/. 2.671 = US$1.00, the exchange rate reportedon June 30, 2012 by the SBS. See ‘‘Exchange Rate Information.’’

(3) Before inter-segment eliminations.

(4) For our definition of same store sales, see ‘‘Summary Financial Information.’’

(5) For our definitions of Adjusted EBITDA and Adjusted EBITDA margin and reconciliations of operatingprofit to Adjusted EBITDA, see ‘‘Summary Financial Information.’’

(6) We acquired InkaFarma in January 2011. Accordingly, financial and operating data for 2010 reflects theperformance of InkaFarma prior to our management.

(7) Includes two pharmacies that are franchised to third parties.

(8) Includes 13 shopping centers as of December 31, 2011, ten with 211,303 square meters of GLA that we ownor lease on a long-term basis and three with 40,905 square meters of GLA that we operate which are ownedby related parties.

(9) These figures include GLA for leases to both InRetail companies and third parties. Total area leased toInRetail supermarkets and pharmacies as of December 31, 2011 is 72,776 square meters and 508 squaremeters, respectively.

Competitive Strengths

Leading Player in the Rapidly Growing Peruvian Market

Through a combination of acquisitions and aggressive organic growth that capitalize on the majortransformation of the Peruvian consumer markets, we have established a leading integrated platformwith No. 1 or No. 2 market positions across our three business segments. We believe that our marketshare, scale and highly recognized brands, in addition to our integrated platform and focus on Peru,strongly position us to take advantage of the continued expansion we anticipate in the Peruvian modernretail sector.

Peru has one of the most dynamic consumer markets in Latin America, benefiting from: (1) arapidly growing economy with a 7.1% average annual real GDP growth rate over the last five years,compared with 1.5% for Mexico, 3.9% for Chile, 4.2% for Brazil, and 4.4% for Colombia, according tothe IMF; (2) increasing purchasing power as measured by GDP per capita, which has more thandoubled since 2004, according to the IMF; and (3) a socioeconomic transformation, with approximately20% of Peru’s population, nearly 5.5 million people, having risen above the poverty level in the last fiveyears and the upper and middle classes (roughly equivalent to the A, B and C socioeconomiccategories) having expanded from approximately 20% of households in 2003 to approximately 29% in2011, which represents a 59% increase or approximately 3.2 million additional people, according toPeruvian market research firm Ipsos APOYO.

The Peruvian retail market continues to exhibit substantial growth potential, as evidenced by:(1) its low modern retail penetration (20% of the retail market compared to 63% in Chile, both for thefirst three months of 2012, according to ILACAD World Retail (‘‘ILACAD’’), an international retailconsulting firm), (2) its underdeveloped supermarket footprint (17 square meters per 1,000 inhabitantscompared to 61 in Chile as of 2010, according to Apoyo Consultorıa S.A.C. (‘‘Apoyo Consultorıa’’), aleading Peruvian economic and business advisory firm), (3) low healthcare expenditure per capita(US$269 compared to US$947 for Chile as of 2010, according to the World Bank), and (4) itsunderserved shopping center market (1.5 shopping centers per million inhabitants as compared to 2.9in Chile, both as of 2011, according to the ACCEP).

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Integrated Retail Platform

Our integrated retail platform provides us with a significant competitive advantage forunderstanding our consumers’ purchasing and spending preferences, facilitating our expansion processand gaining access to attractive commercial retail spaces. In most of our shopping centers, many of theprincipal tenants are either one of our own stores, such as our supermarkets, or store brands controlledor operated by Intercorp Peru or its shareholders, such as Oechsle (department store chain), Promart(home improvement chain), Cineplanet (movie theatre chain), Bembos (fast food) and China Wok (fastfood). The early commitment of these stores to our shopping center developments creates acomplementary portfolio of retail tenants that, in turn, allows us to attract other retailers, given thehigh degree of store traffic visibility. This visibility also improves our ability to secure financing forthese developments.

Moreover, our capacity to simultaneously expand with multiple retail formats at one site makes usa preferred business partner for developers and landlords seeking diverse retail offerings. As a result,we enjoy a strong negotiating position to secure premium locations for our stores.

We believe that our multiple retail formats, along with those of our affiliates, create convenientcommercial hubs and prime cross-selling opportunities in our locations, strengthening consumer loyalty,thus attracting and maintaining substantial traffic in our shopping malls and supermarkets.

In addition, through our credit card partnership and loyalty programs, we have access toapproximately 622,500 active cards and a proprietary database of information from over six millionconsumers, or roughly 20% of Peru’s population. This broad network allows us to gain betterknowledge of consumer preferences and spending patterns. We believe that the information we gainfrom this network results in an increase in our share of the customers’ wallet by enabling us to adaptour product and service offerings to satisfy customer needs, and by generating cross-sellingopportunities both from our segments, and, more broadly, from our affiliated retail formats.

Highly Recognized Store Brands

Our highly recognized store brands represent a significant competitive advantage in developingcustomer loyalty. These brands are associated with diverse shopping experiences, exclusive private labelbrands, seasonal promotions and affordable prices. Plaza Vea was the most recognizable supermarketbrand in Peru in 2011. InkaFarma was named the most recognizable retail pharmacy brand and thesixth most recognized brand in Peru in 2011. We believe Real Plaza also enjoys a high level ofrecognition among current and prospective tenants. In addition, our well-known store brands allow usto leverage our reputation for product quality and service to sell private label products. Furthermore,we believe the recognition of our store brands gives us a significant competitive advantage ingenerating increased traffic as we expand our operations into new locations.

Diversified Real Estate Portfolio of Hard to Replicate Locations

Our supermarkets, pharmacies and shopping centers are in strategic locations in Lima, the largestand most populous city of Peru, as well as in other urban areas throughout the country. We believe thatour diversified real estate portfolio allows us to benefit from economic growth in different regions ofPeru and across our targeted socioeconomic categories. In addition, we are the first modern retail chainto have opened supermarkets and shopping centers in most of the cities outside the Lima metropolitanarea in which we operate. We believe this first-mover advantage has been critical to the consolidationof our leading market positions throughout the country.

Our real estate selection and acquisition process is spearheaded by an experienced in-housedevelopment team. This team has developed a rigorous yet efficient approval process to ensure thatstrategic decisions are made in an expedited manner. Our deep local market knowledge allows us to

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carefully research potential locations, taking into consideration the size, density and purchasing powerof the local urban population, the competition and local growth prospects. We believe our corecompetency of executing land acquisition and development in Peru is instrumental to our expansionstrategy.

We directly own more than half of the sales area on which our supermarkets operate, whichprovides both strategic and financial advantages. Related parties own another 13% of this area, andonly 31% is owned by unrelated third parties. Through our land bank, we currently own or lease on along-term basis over 288,000 square meters of property throughout Peru for near-term development of29 supermarkets and four shopping centers. We believe our real estate portfolio is a valuable asset dueto the scarcity of prime properties in Peru, providing significant barriers to potential new entrants.

Proven Track Record of Acquisitions and Organic Growth

Our management team has a proven track record of generating profitable growth in Peru, drivenby a combination of acquisitions and organic initiatives. In 2003, Intercorp Peru acquiredSupermercados Peruanos and successfully implemented its turnaround, from losses during that year toAdjusted EBITDA of S/. 176.3 million and net profit of S/. 35.5 million in 2011. Over the same period,we developed the Plaza Vea supermarket format and created the Vivanda and EconoMax brands. Weacquired InkaFarma in January 2011 and since then have opened 82 pharmacies and focused onincreasing higher margin private label sales and developing a logistics platform to support futuregrowth. Another example of our organic growth capabilities is the development of 13 shopping centersthroughout Peru since 2001, reaching over 265,000 square meters of GLA as of June 30, 2012. Tosupport our expansion plans, we have invested in improving our operational and logistical capabilities.We believe we are best positioned to take advantage of substantial growth opportunities in the Peruvianretail sector based on our proven track record, our profound market knowledge and the flexibility anddynamism of our integrated platform.

Seasoned Management Team and Peruvian Controlling Shareholder

We are led by a seasoned management team with extensive operating experience in the retail andreal estate sectors. Several members of our senior management team have previously held executivepositions in major retail companies, consulting firms and multinational conglomerates in the UnitedStates and Latin America. In addition, our culture emphasizes teamwork and meritocracy, and focuseson attracting and retaining highly qualified personnel while maintaining a motivated workforce. As aresult, Supermercados Peruanos was ranked by the Great Place to Work Institute among the top tenplaces to work in Peru in 2009 and 2010 and the fourth best place to work in Peru in 2011 (within thecategory of more than 10,000 employees).

Our ultimate parent company, Intercorp Peru, is one of Peru’s largest business groups, withactivities spanning financial services, retail and real estate. We believe that being part of this groupoffers us advantages, when compared to multinational retailers operating in the country, because of thegroup’s exclusive focus on the Peruvian market, highly visible in-country presence and rapid decision-making capabilities. In addition, Intercorp Peru controls a complementary portfolio of retail brandswhich supports the growth of our integrated platform.

Our Strategy

Our core objective is to continue our profitable growth by focusing on meeting the evolving needsof Peruvian consumers, through the expansion of our market presence, improvement of our operationalefficiency and further development of top talent. We will seek to meet this core objective through theimplementation of the following strategies.

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Continue Expansion Plan Throughout Peru

We intend to open new supermarkets, pharmacies and shopping centers in locations where webelieve there is high growth potential or unsatisfied demand. As such, our expansion strategy focuseson both entering new markets and strengthening our presence in existing markets across our geographicand socioeconomic target markets. Peru’s real GDP is expected to grow at an average annual rate of5.9% over the next five years, according to the IMF, and its poverty level is also expected to decreaseby 10% (or approximately 2.1 million people) from 2011 to 2015, according to the Peruvian Economyand Finance Ministry.

The compact size of our supermarket formats gives us the flexibility to open profitable stores inunpenetrated medium size cities and/or highly dense urban areas where large plots of land are scarce.Our standardized pharmacy formats require leasing of small retail spaces, which, combined with lowcapital requirements and attractive rents for landlords, support our capability to rapidly identify, secureand open new stores. This strategy gives us a significant competitive advantage in capitalizing on theincrease of purchasing power of the different socioeconomic categories across the country.

We intend to use our significant land bank to open new supermarkets and develop new shoppingcenters. Through our land bank, we currently own or lease on a long-term basis over 288,000 squaremeters of property throughout Peru for near-term development of 29 supermarkets and four shoppingcenters. Moreover, we plan to leverage the expertise and local market knowledge of our real estatedevelopment team to continue to expand our land bank and analyze additional acquisitionopportunities as they become available and fit our multi-format strategy.

Offer Targeted Value Propositions to Profitably Increase Share of Wallet

InRetail Peru, through its three business segments, is mainly focused in serving the growingPeruvian middle class. We have developed targeted value propositions based on customer experiences,convenience, price, service and product offerings in each of our retail segments. We will continue toimprove and adapt these offerings to meet the market needs of our targeted socioeconomic categories.We believe that these targeted value propositions will increase our customer loyalty and share of wallet.

In our supermarkets segment, we cluster our stores by format and location to offer productassortments that are designed by our dedicated category experts to meet the specific needs of ourbroad range of customers, using a low price positioning strategy and active promotions. We believefurther development of our private label products offers attractive opportunities for margin expansion.We offer a co-branded Plaza Vea Visa credit card through our affiliate Banco Internacional delPeru S.A.A. (‘‘Interbank’’), whereby our customers receive exclusive discounts and access to financing.There were approximately 622,500 of these cards currently outstanding and active as of June 30, 2012.

Our pharmacies segment capitalizes on our brand’s reputation for high quality and reliableproducts at everyday low prices at convenient locations throughout Peru. As a result, InkaFarma’saverage sales per store were 107% higher than those of our competitor pharmacy chains, based on 2011sales data provided by IMS Health. Furthermore, we have developed a wide assortment of private labelproducts. We offer these products at competitive prices, thereby building customer loyalty whileachieving high margins.

Real Plaza strives to create shopping and entertainment hubs in every community in which weoperate through an optimal tenant mix strategy that enhances the shopping experience. Real Plazaactively manages promotions and events to attract customers and incentivize shopping. To attracttenants, Real Plaza offers substantial traffic via its premier locations, anchor stores and sustainedmarketing investments, as well as the opportunity to expand nationwide.

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Obtain Synergies by Leveraging our Integrated Platform

We plan to continue leveraging our integrated platform to obtain synergies and enhance ourprofitability. By having a highly specialized real estate team focused on sourcing locations anddeveloping new shopping centers and stand-alone stores, we have developed expertise to cope with thecomplexities of land remediation, permitting, construction and relations with government institutions.The effectiveness of this team grants us access to a large land bank to support our growth.

Our access to a proprietary database of information of over six million customers and anintegrated retail credit card provides us with valuable information that we plan to continue exploiting.Learning from and adapting to consumer preferences and spending patterns leads to an increase in ourshare of costumer’s wallet, and generates cross-selling opportunities both from our segments, and, morebroadly, from our affiliated retail formats.

We are focused on implementing operational improvements that drive margin expansion in ourretail segments, including investments in modern distribution centers, supply chain managementprograms, logistics and other technology systems. A primary focus of this strategy has been theimplementation of the same warehouse management system in both our supermarkets and pharmaciessegments, which we expect will be completed by the end of 2012. This investment in a comprehensivestate-of-the-art supply chain will allow us to support a significant expansion in the number of ourstores. We are undertaking the following initiatives for our supermarkets segment: (1) consolidation ofour current Lima distribution centers, (2) development of three regional distribution centers outside theLima metropolitan area and (3) centralization of our food processing plants in the Lima metropolitanarea. We are also developing a state-of-the-art-distribution center for our pharmacies segment that weexpect to be operational by the end of 2012. These projects aim to lower our operating costs as apercentage of revenues, reduce shrinkage and labor costs and lower our ongoing maintenance costs. Wealso believe these operational initiatives will enable us to provide better service to our customers,achieve significant efficiencies within our segments and better position us for capitalizing on growthopportunities.

We plan to continue obtaining back office cost synergies, by integrating decision making andstandardizing systems and processes in areas such as information technology, supply chain, treasury,accounting and payroll. In addition, we will continue using our platform to recruit and retain top talent.Our growth profile, career advancement opportunities, ability to promote mobility across businesssegments and our shareholders’ reputation are key drivers in this effort.

Risk Factors

There are a number of risks you should consider before buying the shares. These risks arediscussed more fully under ‘‘Risk Factors’’ beginning on page 16 of this Offering Memorandum. Theserisks include, but are not limited to: economic conditions that impact consumer spending; decreases inthe purchasing power of middle- and low-income consumers; intense competition in each of ourmarkets; rapid consolidation in our retail markets; existing and new regulatory requirements; our abilityto obtain and maintain zoning, environmental, land use and other governmental approvals; our abilityto successfully supplement our growth and retail strategies; the inability to obtain the capital we needfor further expansion of our businesses; risks associated with development and construction activities;food and drug safety concerns and related unfavorable publicity; the loss of key tenants; risksassociated with our suppliers; economic, political and social developments in Peru, including increasedvolatility of exchange rates or increased inflation; severe weather, natural disasters and adverse climatechanges; and other risk and uncertainties described in ‘‘Risk Factors.’’

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12SEP201221261190

Corporate Structure

InRetail Peru has three principal subsidiaries: Supermercados Peruanos, InkaFarma andInRetail RE.

Corporate Information

Our headquarters are located at Carlos Villaran 140, 19th Floor, Lima 13, Peru. Our telephonenumber is +511-219-2000. Our website address is www.inretail.pe. The information included or referredto, on or otherwise accessible through our website is not included or incorporated by reference into thisOffering Memorandum.

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THE OFFERING

The following is a brief summary of the terms of this offering. The summary is not intended to becomplete and should be read together with the more detailed information contained in this OfferingMemorandum.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . InRetail Peru Corp., a corporation (sociedad anonima)incorporated under the laws of Panama

Shares Offered . . . . . . . . . . . . . . . . . . . . . We are offering 20,000,000 shares of our common stockin this global offering.

Global Offering . . . . . . . . . . . . . . . . . . . . This offering is being made to qualified institutionalbuyers in the United States and to non-U.S. personsoutside of the United States. Peruvian private pensionfunds are eligible to participate in the offering.

Offering Price . . . . . . . . . . . . . . . . . . . . . The initial offering price will be US$20.00 per share.

Over-Allotment Option . . . . . . . . . . . . . . . We have granted the initial purchasers an option for aperiod of 30 days to purchase up to 3,000,000 additionalshares, solely for the purpose of coveringover-allotments, if any.

Shares to be Outstanding ImmediatelyAfter this Global Offering . . . . . . . . . . . 99,807,319 shares (or 102,807,319 shares if the initial

purchasers exercise their over-allotment option in full).

Use of Proceeds . . . . . . . . . . . . . . . . . . . . The net proceeds to us from the sale of the shares beingoffered by us in this offering will be approximatelyUS$385.0 million (or US$443.2 million if the initialpurchasers exercise their over-allotment option in full),after deducting the underwriting discount and estimatedoffering expenses payable by us.

We intend to use the net proceeds from this offering tofund growth plans at our supermarkets and shoppingcenters segments with approximately US$30.0 millionand US$355.0 million, respectively.

Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . Each share entitles the holder to one vote in all mattersto which our shareholders are entitled to vote, subject tocertain exceptions under our Pacto Social. See‘‘Description of Capital Stock.’’

Dividends . . . . . . . . . . . . . . . . . . . . . . . . . We do not currently intend to pay any dividends on theshares. See ‘‘Dividend Policy.’’

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Lock-Up Agreements . . . . . . . . . . . . . . . . We and our shareholders Intercorp Retail, IntercorpPeru, NG Pharma Corp. (‘‘NG Pharma’’), IntercorpFinancial, Inteligo Bank Ltd. (‘‘Inteligo Bank’’) andInterseguro have agreed not to offer, sell or otherwisedispose of, without the prior written consent of therepresentatives of the initial purchasers, any of theshares or other securities convertible into orexchangeable for the shares for a period of 180 daysfollowing the date of this Offering Memorandum, otherthan the shares to be sold in this offering.

Settlement . . . . . . . . . . . . . . . . . . . . . . . . Investors will be required to make payment for theshares in U.S. dollars, and settlement of the shares willbe made through the facilities of DTC and CAVALI onor about October 10, 2012.

Transfer Restrictions . . . . . . . . . . . . . . . . . This offering is being made in accordance withRule 144A and Regulation S. The shares have not beenand will not be registered under the Securities Act orwith any securities regulatory authority of any U.S. stateand, accordingly, may not be offered, sold, pledged orotherwise transferred or delivered within the UnitedStates or to, or for the account or benefit of, U.S.persons (as defined in Regulation S) except as set forthin ‘‘Transfer Restrictions.’’

Transfer Agent and Registrar . . . . . . . . . . . Computershare Trust Company, N.A.

Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . Our shares are listed on the LSE under the symbol‘‘INRETC1’’. Prior to this offering, there has been notrading market for the shares in Peru, the United Statesor elsewhere. We cannot assure you that a tradingmarket will develop or will continue if developed.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . See ‘‘Risk Factors’’ and other information included inthis Offering Memorandum for a discussion of the risksyou should consider before deciding to invest in theshares.

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SUMMARY FINANCIAL INFORMATION

The following information is only a summary and should be read together with ‘‘Management’sDiscussion and Analysis of Financial Conditions and Results of Operations’’ and our combinedfinancial statements and related notes elsewhere in this Offering Memorandum. The following summaryfinancial information have been derived from our audited combined financial statements and relatednotes elsewhere in this Offering Memorandum, which have been prepared in accordance with IFRS asissued by the IASB.

For the Six Months ended June 30, For the Year ended December 31,

Income statement data: 2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Revenues:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . 551.7 1,473.7 1,338.1 1,055.8 2,820.1 2,423.4Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . 288.3 770.2 614.9 499.2 1,333.4 —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . 25.3 67.5 49.6 42.8 114.4 83.9Intercompany transactions(3) . . . . . . . . . . . . . . . . (4.0) (10.7) (8.4) (9.6) (25.7) (17.7)

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . 861.3 2,300.7 1,994.1 1,588.2 4,242.2 2,489.6

Cost of sales:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . (409.3) (1,093.3) (1,001.4) (782.4) (2,089.8) (1,797.6)Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . (206.9) (552.8) (440.2) (360.9) (963.9) —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . (7.4) (19.8) (14.6) (12.7) (33.9) (23.9)Intercompany transactions(4) . . . . . . . . . . . . . . . . 0.1 0.2 — 0.1 0.2 —

Total cost of sales . . . . . . . . . . . . . . . . . . . . . . (623.6) (1,665.6) (1,456.1) (1,155.9) (3,087.4) (1,821.6)

Gross profit:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . 142.4 380.4 336.7 273.4 730.3 625.7Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.4 217.4 174.7 138.3 369.5 —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . 17.9 47.7 35.0 30.1 80.5 60.0Intercompany transactions . . . . . . . . . . . . . . . . . . (3.9) (10.5) (8.4) (9.5) (25.5) (17.7)

Total gross profit . . . . . . . . . . . . . . . . . . . . . . 237.8 635.1 538.0 432.3 1,154.8 668.0

Other operating income(5) . . . . . . . . . . . . . . . . . . . 2.2 6.0 29.3 20.1 53.6 41.6Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . (153.6) (410.3) (364.2) (291.6) (778.9) (464.5)Administrative expenses . . . . . . . . . . . . . . . . . . . . . (34.7) (92.6) (87.8) (56.9) (151.9) (69.1)Other operating expenses . . . . . . . . . . . . . . . . . . . . (2.4) (6.4) (13.1) (5.2) (14.0) (1.1)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . 49.3 131.7 102.2 98.7 263.6 174.8Financial income(6) . . . . . . . . . . . . . . . . . . . . . . . 8.9 23.7 9.5 9.3 24.7 10.2Financial expenses . . . . . . . . . . . . . . . . . . . . . . . . (28.5) (76.1) (45.6) (38.2) (102.0) (43.9)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . (11.1) (29.6) (19.9) (23.5) (62.8) (35.6)

Profit for the period . . . . . . . . . . . . . . . . . . . . . . . 18.6 49.7 46.0 46.3 123.6 105.5Non-controlling interest . . . . . . . . . . . . . . . . . . . 0.0 0.1 0.0 0.1 0.1 0.2Attributable to owners of the parent . . . . . . . . . . . . 18.6 49.6 46.0 46.2 123.4 105.4Earnings per share attributable to ordinary equity

holders of the parent(7): . . . . . . . . . . . . . . . . . . 0.23 0.62 0.65 0.67 1.78 2.28

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As of June 30, As of December 31,

Balance sheet data: 2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Cash and short-term deposits . . . . . . . . . . . . . . . . 95.5 255.1 69.6 132.1 352.9 118.8Other current assets . . . . . . . . . . . . . . . . . . . . . 301.0 804.1 801.6 313.3 836.7 436.4Property, furniture and equipment . . . . . . . . . . . . . 579.5 1,547.9 1,383.6 567.3 1,515.2 1,166.7Investment properties . . . . . . . . . . . . . . . . . . . . . 308.0 822.7 680.4 284.9 761.1 604.9Intangible assets, net . . . . . . . . . . . . . . . . . . . . . 420.4 1,122.9 1,114.6 418.0 1,116.6 45.3Other non-current assets . . . . . . . . . . . . . . . . . . . 10.5 28.0 14.0 5.1 13.7 8.9Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,714.9 4,580.6 4,063.8 1,720.8 4,596.2 2,381.0Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . 25.6 68.4 393.6 29.8 79.7 140.8Other current liabilities . . . . . . . . . . . . . . . . . . . . 411.7 1,099.6 1,030.3 418.8 1,118.6 721.4Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 610.9 1,631.7 681.9 554.6 1,481.4 461.1Other long-term liabilities . . . . . . . . . . . . . . . . . . 72.3 193.2 182.2 69.2 184.8 58.7Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 1,120.5 2,993.0 2,288.0 1,072.4 2,864.4 1,382.1Non-controlling interest . . . . . . . . . . . . . . . . . . . 0.7 1.8 1.6 0.7 1.8 1.6Net equity attributable to controlling shareholders . . . . 593.7 1,585.8 1,774.1 647.7 1,730.1 997.2Total net equity and liabilities . . . . . . . . . . . . . . . . 1,714.9 4,580.6 4,063.8 1,720.8 4,596.2 2,381.0

Other data:

Combined Adjusted EBITDA(8) . . . . . . . . . . . . . . 67.1 179.2 125.1 117.1 312.7 209.3Combined Adjusted EBITDA margin(8) . . . . . . . . . . 7.8% 6.3% 7.4% 8.4%Total indebtedness . . . . . . . . . . . . . . . . . . . . . . 636.5 1,700.1 1,075.5 584.4 1,561.1 601.9

(1) Except earnings per share and percentages.

(2) Translated to U.S. dollars for convenience only at the rate of S/. 2.671 = US$1.00, the exchange rate reported on June 30, 2012 by the SBS.See ‘‘Exchange Rate Information.’’

(3) Relates primarily to revenues of our supermarkets segment from leasing sales area to our pharmacies segment and revenues of our shoppingcenters segment from leasing sales area to our supermarkets segment. These transactions are eliminated upon combination of our financialstatements.

(4) Relates primarily to costs of sales of our shopping centers segment for leasing sales area to our supermarkets segment, and cost of sales ofour supermarkets segment for leasing sales area to our pharmacies segment. These transactions are eliminated upon combination of ourfinancial statements.

(5) Includes the effects of marking to market the values of our investment properties in our shopping centers segment. See note 14(a) to ouraudited combined financial statements elsewhere in this Offering Memorandum.

(6) Primarily attributable to foreign exchange gain. See note 26 to our audited combined financial statements elsewhere in this OfferingMemorandum.

(7) For each period presented, there were no potential shares in issue that could dilute earnings per share in the future.

(8) In this Offering Memorandum, we present Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth, each of which arenon-IFRS financial measures. A non-IFRS financial measure does not have a standardized meaning prescribed by IFRS. We define AdjustedEBITDA as operating profit, plus depreciation and amortization, plus, for our shopping centers segment, the impact of marking to marketthe values of our investment properties. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenues. We define samestore sales growth as the increase in sales of our stores in operation through the same months of both periods compared. We only include thesales of stores that operated full months in both periods. For example, if a new store opened on January 15th, 2010 our calculation of samestore sales growth for 2011 would include the sales of that store from February 2010, its first full month of operation, through December 31,2010, compared to the sales of that store for the period beginning February 1 to December 31 in 2011. We present Adjusted EBITDA,Adjusted EBITDA margin and same store sales growth because we believe they provide investors with supplemental measures of the financialperformance of our operations that facilitate period-to-period comparisons on a consistent basis. Our management also uses AdjustedEBITDA, Adjusted EBITDA margin and same store sales growth from time to time, among other measures, for internal planning andperformance measurement purposes. Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth should not be construed asalternatives to profit or operating profit, as indicators of operating performance or as alternatives to cash flow provided by operatingactivities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth,as calculated by us, may not be comparable to similarly titled measures reported by other companies.

The reconciliation of combined net profit for the below periods to combined Adjusted EBITDA is as follows:

For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Combined Adjusted EBITDA:Combined net profit . . . . . . . . . . 18.6 49.7 46.0 46.3 123.6 105.5Add back net financial expenses . . . (19.6) (52.4) (36.2) (28.9) (77.3) (33.7)Add back income tax . . . . . . . . . (11.1) (29.6) (19.9) (23.5) (62.8) (35.6)

Operating profit . . . . . . . . . . . . 49.3 131.7 102.2 98.7 263.6 174.8Add back depreciation and

amortization . . . . . . . . . . . . . (19.4) (51.8) (50.5) (37.7) (100.6) (75.1)Add back for impact of marking real

estate valuations to market(9) . . . 1.6 4.3 27.5 19.3 51.5 40.6

Adjusted EBITDA . . . . . . . . . . . 67.1 179.2 125.1 117.1 312.7 209.3

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For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Adjusted EBITDA by Segment:Supermarkets . . . . . . . . . . . . . 32.6 87.0 67.9 66.0 176.3 162.4Pharmacies . . . . . . . . . . . . . . 24.3 64.9 37.5 34.3 91.6Shopping centers . . . . . . . . . . . 11.4 30.5 24.8 20.7 55.2 46.9

Total . . . . . . . . . . . . . . . . . . 68.3 182.4 130.2 121.0 323.1 209.3Minus:InRetail’s holding company

expenses(10) . . . . . . . . . . . . (1.2) (3.2) (5.1) (3.9) (10.4) —

Adjusted EBITDA . . . . . . . . . . 67.1 179.2 125.1 117.1 312.7 209.3

Our Adjusted EBITDA by segment information does not account for intercompany transactions. The reconciliation for each of our segmentsof net profit for the below periods to Adjusted EBITDA is as follows:

For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Supermarkets:Net profit . . . . . . . . . . . . . . . 5.5 14.6 7.1 13.3 35.5 42.8Add back net financial expenses . . (8.3) (22.0) (13.6) (11.5) (30.8) (24.5)Add back income tax . . . . . . . . (2.7) (7.2) (5.2) (9.4) (25.0) (21.8)

Operating profit . . . . . . . . . . . 16.4 43.9 25.8 34.2 91.3 89.1Add back depreciation and

amortization . . . . . . . . . . . . (16.1) (43.1) (42.1) (31.8) (85.0) (73.3)

Adjusted EBITDA . . . . . . . . . . 32.6 87.0 67.9 66.0 176.3 162.4

Pharmacies:Net profit . . . . . . . . . . . . . . . 15.2 40.5 19.9 18.9 50.5Add back net financial expenses . . 0.2 0.6 0.1 0.0 0.0Add back income tax . . . . . . . . (6.7) (18.0) (10.9) (9.8) (26.3)

Operating profit . . . . . . . . . . . 21.6 57.8 30.7 28.8 76.8Add back depreciation and

amortization . . . . . . . . . . . . (2.6) (7.0) (6.7) (5.5) (14.7)

Adjusted EBITDA . . . . . . . . . . 24.3 64.9 37.5 34.3 91.6

Shopping Centers:Net profit . . . . . . . . . . . . . . . 4.7 12.4 45.4 32.0 85.4 75.9Add back net financial expenses . . (6.9) (18.4) (9.0) (7.5) (20.1) (9.3)Add back income tax . . . . . . . . (1.6) (4.3) (3.9) (4.0) (10.8) (14.0)

Operating profit . . . . . . . . . . . 13.2 35.2 58.3 43.5 116.3 99.2Add back depreciation and

amortization . . . . . . . . . . . . (0.1) (0.3) (0.2) — — —Add back impact of real estate

valuations to market(8) . . . . . . 1.9 5.0 33.6 22.9 61.1 52.2

Adjusted EBITDA . . . . . . . . . . 11.4 30.5 24.8 20.7 55.2 46.9

(9) We mark to market the values of our investment properties. On a segment by segment basis, all of our shopping center assets are treated asinvestment properties and are marked to market. However, on a combined basis, shopping center assets which are leased by SupermercadosPeruanos or InkaFarma are not treated as investment properties but are instead treated as fixed assets which are depreciated. For additionalinformation, please see note 14a to our audited combined financial statements elsewhere in this Offering Memorandum.

(10) For the year ended December 31, 2011 includes acquisition costs of InkaFarma as well as fees related to the refinancing of the InkaFarmaacquisition financing in November 2011. See note 19d to our audited combined financial statements elsewhere in this Offering Memorandum.

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RISK FACTORS

An investment in the shares involves a high degree of risk. In addition to the other informationcontained in this Offering Memorandum, you should carefully consider the following risk factors beforepurchasing the shares. If any of the possible events described below occurs, our business, financial condition,results of operations or prospects could be materially and adversely affected. As a result, the value of theshares may decline and you could lose all or part of your investment. The risks and uncertainties below arethose known to us and that we currently believe may materially affect us and the shares.

Risks Relating to our Business

Economic conditions that impact consumer spending could materially affect us.

We may be materially affected by changes in economic conditions in the markets in which weoperate that impact consumer confidence and spending, including discretionary spending. This risk maybe exacerbated if customers choose lower-cost alternatives to our product offerings in response toeconomic conditions. Ongoing global economic uncertainty could negatively affect consumer confidenceand spending, including in Peru. Future economic conditions affecting disposable consumer income,such as employment levels, salary levels, business conditions, the availability of credit, interest rates, taxrates and fuel and energy costs, could also reduce overall consumer spending or cause consumers toshift their spending to lower-priced alternatives. In addition, inflation or deflation can impact ourbusiness. Deflation in food prices could reduce sales growth and earnings, while inflation in food prices,combined with reduced consumer spending, could reduce our margins to the extent we are not able topass on a price increase to our customers.

The retail industry is negatively affected by decreases in the purchasing power of middle- and low-incomeconsumers resulting from unfavorable economic cycles.

The success of our operations depends largely on the stability or increase of consumer spending,especially by members of middle- and low-income socioeconomic categories. Historically, thepurchasing power of these categories has been significantly correlated with factors that affect income,such as employment levels, salary levels, business conditions, availability of consumer credit, interestrates, inflation, tax rates, fuel and energy costs, and consumer confidence. Therefore, in times ofeconomic downturns, the purchasing power of such categories decreases significantly as their incomedecreases. In addition, our middle- and low-income customers are likely to consider certain retailpurchases superfluous during periods of reduced income, which would most likely lead to a decrease indemand for our discretionary products from these customers as well as lower traffic. Such a decrease inthe demand of our middle- and low-income customers, coupled with a general decrease in theirpurchasing power, could materially and adversely affect us.

We face intense competition in each of our markets.

The retail industry in Peru is characterized by intense competition and increasing pressure onprofit margins. Competition occurs on the basis of price, location, quality of products, product lines,physical amenities, service, product variety and store conditions. We face strong competition frominternational and domestic operators of supermarkets, including Cencosud, Falabella and Ripley andpharmacies such as Quimica Suiza. Some of our retail competitors have greater financial resources thanwe do and could use these resources to take steps that could adversely affect us. We also compete withnumerous local and regional supermarket and retail store chains, as well as with small, family ownedneighborhood stores, traditional markets and street vendors. Our pharmacies also compete withindependent pharmacies, telephone order prescription providers and various other retailers such assupermarkets and convenience stores.

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Our shopping centers segment also faces strong competition from international and domesticoperators of shopping centers such as Aventura Plaza, Open Plaza, Parque Arauco and Grupo Wong.Some of our shopping center competitors have significantly greater financial resources than we do andtherefore may be better positioned to take advantage of strategic acquisition opportunities. Increasingcompetition may cause us to lower our lease rates or take other actions that materially and adverselyaffect us or compel us to reduce our planned capital expenditures or otherwise forego growthopportunities.

As other companies expand their operations in Peru or other international companies enter thePeruvian market, competition will continue to intensify. Our inability to respond effectively tocompetitive pressures and changes in our markets could materially and adversely affect us or cause usto lose market share. We cannot assure you that future competition will not materially and adverselyaffect us.

Increased competition in the markets in which we operate, whether through new competitors orexisting competitors expanding their operations, could adversely affect our market shares, our profitmargins and our business.

Our retail markets are undergoing rapid consolidation.

Over the last several years, our retail markets have been undergoing consolidation as largesupermarket and pharmacy retail chains have gained market share at the expense of small,independently owned and operated stores, and large local and international chains have consolidated.We believe that further consolidation will likely occur in these markets as competition intensifies andeconomies of scale become increasingly important. As the modern retail sector reaches higher levels ofpenetration, our growth may substantially decelerate. Moreover, competition among modern retailerscould cause us to lose market share. We cannot assure you that such developments will not have amaterial adverse effect on our business.

Existing and new regulatory requirements may adversely affect our business.

Our businesses are subject to numerous governmental and local regulations, including theoperating and security standards of the Peruvian National Civil Defense Institute (Instituto Nacional deDefensa Civil, or ‘‘INDECI’’), General Office of Medicine, Medical Supplies and Drugs (DireccionGeneral de Medicamentos, Insumos y Drogas, or ‘‘DIGIMED’’) and governmental and local agencies,as well as laws and regulations relating to environmental protection, consumer protection and healthand safety matters, including those governing exposure to, and the management and disposal of,hazardous substances. We cannot assure you that a regulatory agency or court of law would determinethat we are fully compliant with such laws and regulations.

In addition, our operations may be affected by regulations specific to the regions and cities inwhich we operate, such as zoning regulations and marketing restrictions. In particular, because themajority of our supermarkets, pharmacies and shopping centers are located in the Lima metropolitanarea, any additional or more onerous regulations or restrictions enacted by the region of Lima or thecity of Lima and the other municipalities constituting the Lima metropolitan area may have an adverseeffect on our business and growth strategy.

Untimely compliance or non-compliance with applicable laws and regulations could result in theimposition of civil, regulatory and criminal penalties that could adversely affect the continued operationof our business, including: loss of required government certifications; loss of licenses to operate one ormore of our locations or to perform certain commercial activities; significant fines or monetarypenalties; or closing of our locations as a preventative measure. In addition, changes in these laws andregulations may restrict our existing operations, limit the expansion of our business and requireextensive system and operating changes that may be difficult or costly to implement.

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Our expansion strategy depends on our ability to obtain and maintain zoning, environmental, land useand other governmental permits and approvals which we may not successfully obtain.

Our shopping center and supermarket developments are subject to national and municipal laws,and to regulations, authorizations and licenses required with respect to construction, zoning, use of thesoil, environmental protection and historical heritage, consumer protection and other requirements, allof which affect our ability to acquire land, develop and build projects and negotiate with customers. Wemay face significant delays or other challenges in obtaining licenses necessary to open new locations,which could adversely affect our growth strategy. In the case of non-compliance with such laws,regulations, licenses and authorizations, we may face fines, project shutdowns, temporary closing of ourfacilities, cancellation of licenses and revocation of permits or authorizations. In the case ofnon-compliance with consumer protection regulations, we may face fines and corrective andprecautionary measures, including temporary closing of our locations. In addition, public authoritiesmay issue new and stricter standards, or enforce or interpret existing laws and regulations in a morerestrictive manner, which may force us to make expenditures to comply with such new rules.

Our growth strategy may not be successful.

Our growth depends primarily on our ability to successfully open and operate new supermarkets,pharmacies and shopping centers by identifying and negotiating the rights to operate properties onterms we believe to be adequate. Accordingly, we constantly evaluate the market potential and returnon investment for new locations and negotiate acquisition or leasing terms. Upon approval by ourmanagement, we obtain the authorizations necessary to operate our supermarkets, pharmacies andshopping centers. The opening and operation of new supermarkets, pharmacies and shopping centers,however, is subject to various risks and uncertainties. Our expansion capacity may be adversely affectedif we, for example, are not able to find suitable locations or if acquisition or leasing terms areunfavorable to us or we are unable to make or finance investments necessary to renovate properties.Furthermore, land use regulations and zoning laws in the regions in which we operate may makesourcing and securing desirable locations expensive and difficult.

The supermarkets and pharmacies that we plan to open, as well as those that are still in theprocess of reaching maturity, may not reach the levels of sales and profitability of our existingsupermarkets and pharmacies. If this happens, our financial and operational performance could be lessthan expected or even below current levels.

As we continue to open new locations, it is possible that they will attract our existing customers,which could have uncertain effects on our profitability. Our growth also depends on our ability toattract new customers and increase our sales to current customers. If we are not able to increase ourcustomer base and our rate of customer loyalty, we may be adversely affected.

The opening and operating of new supermarkets, pharmacies and shopping centers will placeincreased demands on our operational, managerial and administrative resources. These increaseddemands could cause us to operate our business less effectively, which in turn could cause deteriorationin our financial performance. Opening new supermarkets, pharmacies and shopping centers will alsorequire us to maintain increased levels of inventory at acceptable costs, meet the needs of new storesand hire, train and retain skilled store personnel, especially pharmacies management and salespersonnel.

Our retail strategy is subject to significant risks.

Part of our retail strategy is to deliver to our customers a greater variety of quality products andservices at a lower price than our competitors. This strategy is based on savings achieved throughoperational efficiencies that are transferable to the customer. We combine this strategy with a focus onexpanding our market positions in Peru. The long term success of our strategy is subject to significant

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risks, including the failure to generate expected additional sales volumes or to reduce selling andadministrative expenses; price reductions by competitors; difficulties in expanding operations due toadverse economic developments; and delays in implementing our strategy. Any one of these factorscould have a material adverse effect on our business and financial performance.

The inability to successfully acquire land and implement our deployment strategy may adversely affect us.

We expect to acquire additional land to develop shopping centers and locations for supermarketsto the extent that it can be acquired on advantageous terms and meet our investment criteria.Acquisitions of properties entail general investment risks associated with any real estate investment,including:

• our estimates of prevailing and future real estate prices may prove to be inaccurate;

• our estimates of the cost of improvements needed to bring the property up to establishedstandards for the market may prove to be inaccurate;

• shopping centers we develop may fail to achieve occupancy levels within the time frames weproject or achieve the rental rates we project, which may result in the properties’ failure toachieve the returns we project;

• difficulties and unforeseen delays in obtaining licenses to construct or operate; and

• our pre-acquisition evaluation of the physical condition of each new investment may not detectcertain defects or identify necessary repairs, which could significantly increase our totalacquisition costs.

It is difficult to compare our results of operations from period to period.

It is difficult to make period-to-period comparisons of our results of operations. We acquiredInkaFarma in January 2011. Accordingly, in prior periods we did not have a pharmacies segment. Inaddition, our Company is the result of the Reorganization. These and other transactions are expectedto continue to have a positive effect on our results of operations in subsequent periods. We recentlytransitioned from Peruvian GAAP to IFRS and therefore are only presenting audited financialstatements for the two years ended December 31, 2011, as permitted for first-time adopters of IFRS.Furthermore, our revenues, and therefore our profit, also can vary significantly within the fiscal yeardue to the seasonality of our businesses. As a result, a period-to-period comparison of our results ofoperations may not be meaningful to investors for understanding trends in our business.

We may not be able to generate or obtain the capital we need for further expansion.

We expect to continue to have substantial liquidity and capital resource requirements to financeour business. We intend to rely upon internally generated cash from our operations and, if necessary,the proceeds of debt and/or equity offerings in the domestic and international capital markets as wellas bank debt. We cannot assure you, however, that we will be able to generate sufficient cash flowsfrom operations or obtain sufficient funds from external sources to fund our capital expenditurerequirements.

Our future ability to access financial markets in sufficient amounts and at acceptable costs andterms to finance future operations and capital expenditures will depend to a large degree on prevailingcapital and financial market conditions over which we have no control, and accordingly we cannotassure you that we will be able to do so. The current crisis in Europe and general market volatility hashad a negative impact on the liquidity of financial markets in recent months, as was the case in the2008-2009 global financial crisis. Our failure to generate sufficient cash flows from operations or to beable to obtain third-party financing could cause us to delay or abandon some or all of our planned

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expansion, including capital expenditures, which, in turn, could have a material adverse effect on ourgrowth strategy.

Our shopping centers segment is subject to risks associated with development and construction activities.

Our shopping centers segment is engaged in the development and construction of shopping centersand stand-alone stores, typically through third-party contractors. Risks associated with our developmentand construction activities include the following, among others:

• abandonment of development opportunities and renovation proposals;

• unexpected increases in construction costs due to higher interest rates or costs of materials andlabor, making a project unprofitable;

• construction delays due to weather, man-made or natural disasters, among other reasons,resulting in increased debt service expense and construction costs;

• general economic fluctuations, exacerbated by the significant time lags between thecommencement and completion of projects; and

• fluctuating occupancy rates and rents at completed shopping centers due to market andeconomic conditions, resulting in lower than projected rental income and a corresponding lowerreturn on our investment.

In addition, we may incur capital expenditures for projects that could result in considerable timeconsuming efforts and which may never be completed due to government restrictions.

Our results of operations and financial condition are subject to risks associated with real estateoperations.

Our shopping centers segment is subject to risks common to commercial properties in general,many of which are not within our control. Our ability to earn income depends on the level of rentalincome generated and expenses incurred and may be adversely affected by the following factors, amongothers:

• civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war whichcould result in uninsured or underinsured losses;

• changes in our ability or our tenants’ ability to provide for adequate maintenance and insurance,resulting in a decrease of the useful life of and revenue from property;

• oversupply of retail space or a reduction in demand for retail space, resulting in lower rentprices and lower revenues;

• increased competition from other shopping center operators which might drive down our pricesand profits;

• increases in operating costs due to inflation and other factors such as insurance expense,utilities, real estate taxes, state and local taxes and heightened security and cleaning costs; and

• the need to periodically renovate, repair and release space.

The occurrence of any combination of the factors listed above could significantly increase the costsof our shopping center segment.

Our retail margins are sensitive to conditions that affect the cost of the products we sell.

Our results of operation may be affected by increases in the cost of goods we purchase to sell inour stores if we are not able to pass these additional costs to our customers. As a result, our profit

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levels may be negatively affected during periods of price deflation or inflation. In addition, thesesegments could be adversely affected by other factors, including inventory control, competitive pricepressures, severe weather conditions and unexpected increases in fuel or other transportation relatedcosts, particularly as we expand into the interior of the country, that increase the cost of the productswe sell in our stores. If we are unable to pass along these cost increases to our customers, our profitmargin will decrease and we could be materially adversely affected.

Our retail results are seasonal and, therefore, any circumstance that negatively impacts our businessduring our seasons of high demand may adversely affect us.

Historically, we have experienced distinct seasonal sales patterns at our supermarkets as well asour shopping centers (as a result of the reliance on the activity levels of department stores in theshopping centers) due to heightened consumer activity throughout the Christmas and New Year holidayseason. We promote the sale of non-food items at our supermarkets by discounting imported goods,such as toys, throughout the Christmas holiday season. The department stores from which our shoppingcenters earn variable lease payments have similar policies. Conversely, we usually experience a decreasein sales during the summer vacation months of January and February. We expect that this seasonalitywill continue in the future. Any economic slowdown, interruption to our business or to the business ofour suppliers, or the occurrence of any other circumstance that may impact our business duringDecember of any year may, therefore, adversely affect our business.

In addition, in preparation for our seasons of high demand, we must increase inventory to levelssubstantially higher than those maintained during the rest of the year and hire temporary staff for ourstores. Any unforeseen reduction in demand, mistake in our demand forecasts or delay by our suppliersin meeting our demand during these seasons could force us to sell inventory at significantly lowerprices, which would also adversely affect us.

Food and drug safety concerns and related unfavorable publicity may adversely affect us.

We could be materially adversely affected if consumers lose confidence in the safety and quality ofthe food or drug supply. Adverse publicity about such concerns, whether or not ultimately based onfact, and whether or not involving products sold at our stores, could discourage consumers from buyingour products. The real or perceived sale of contaminated products by us could result in a loss ofconsumer confidence and product liability claims, which could have a material adverse effect on oursales and operations. To the extent that we are unable to maintain appropriate sanitation and qualitystandards in our stores, food or drug safety and quality issues could involve expense and damage to ourvarious brand names. Additionally, concerns about the safety or effectiveness of certain drugs ornegative publicity surrounding certain categories of drugs may have a negative impact on our pharmacysales. Products that we sell could become subject to contamination, product tampering, mislabeling,recall or other damage. In addition, errors in the dispensing and packaging of pharmaceuticals couldlead to serious injury. Product liability or personal injury claims may be asserted against us with respectto any of the products or pharmaceuticals we sell or services we provide. Damage to our reputation inthe event of a product liability or personal injury claim or judgment against us or a product recall couldhave an adverse effect on our business.

The loss of key tenants could adversely affect both the revenues and value of our shopping centerssegment.

If our key tenants were to experience financial difficulties, including bankruptcy, insolvency or ageneral downturn of business, or if we simply failed to retain their patronage, our business could beadversely affected. Our shopping centers are typically anchored by key tenants, such as well knowndepartment stores, who generate shopping traffic at the shopping center. A decision by such keytenants to cease operations at our shopping centers could have a material adverse effect on our

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financial performance. A closing by one or more key tenants may induce other tenants at an affectedproperty to terminate their leases, seek rent relief and/or cease operating their stores or otherwiseadversely affect occupancy at the property. In addition, key tenants at one or more properties mightterminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies inthe retail industry. The bankruptcy and/or closure of one or more key tenants, if we are not able tosuccessfully re-lease the affected space, could have a material adverse effect on both shopping centerrevenues and the underlying value of the properties involved.

Any disruption in the operations of our distribution centers may adversely affect us.

A substantial part of the products we sell in our supermarkets and pharmacies are distributedthrough our distribution centers. Should any of these distribution centers experience any interruption inoperations, including those caused by natural disasters, climate change or acts of god, we may not beable to effectively distribute the products we sell, which may adversely affect our business. Additionally,our growth strategy contemplates the opening of new supermarkets and pharmacies, which may requirean increase in the capacity of our distribution centers. Should we fail to locate adequate properties onwhich to build new distribution centers, or fail to effectively integrate new, or expand existing,distribution centers, we may not be able to deliver inventory to our stores in a timely manner, whichmay materially and adversely affect us.

Labor relations may have a material adverse effect on us.

As of June 30, 2012, an insignificant percentage of our employees were represented by unions.Although we currently enjoy satisfactory relations with our employees and their unions, we cannotassure you that labor relations will continue to be positive or that a deterioration in labor relations willnot have a material adverse effect on us.

Risks associated with the suppliers from whom we source our products could adversely affect ourbusiness.

The products we sell in our supermarkets and pharmacies are sourced from a wide variety ofdomestic and international suppliers. Finding qualified suppliers who meet our standards and distributeproducts in a timely and efficient manner is a significant challenge. Political and economic instability inPeru and in the countries where foreign suppliers are located, the financial instability of suppliers,suppliers’ failure to meet our supplier standards, labor problems experienced by our suppliers, theavailability of raw materials to suppliers, merchandise quality issues, currency exchange rates, transportavailability and cost, inflation, and other factors relating to our suppliers and the countries where theyare located are beyond our control.

In addition, there are indicators of current climate change happening worldwide. Changes intemperatures and precipitation patterns may negatively affect the capacity of certain regions to producefresh products such as fresh fruits and vegetables and dairy products. As we source part of ourperishable products from local producers, such changes in climate could impair or limit our ability tosource such products, thus affecting our capacity to offer the full assortment of products that wenormally carry.

These and other factors affecting our suppliers and our access to products could adversely affectour business.

Certain of our stores rely heavily on sales of perishable products, and ordering errors or product supplydisruptions may have a material adverse effect on us.

Our supermarkets have a significant focus on perishable products. We rely on various suppliers andvendors to provide and deliver our product inventory on a continuous basis. We could suffer significant

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perishable product inventory losses in the event of the loss of a major supplier or vendor, disruption ofour distribution network, extended power outages, natural disasters or other catastrophic occurrences.We have implemented certain systems to ensure our ordering is in line with demand. We cannot assureyou, however, that our ordering systems will always work efficiently, in particular in connection with theopening of new stores, which have no, or a limited, ordering history. If we were to over-order we couldsuffer inventory losses, which could have a material adverse effect on us.

Interruption or failure in our operating systems may adversely affect us.

The success of our operations depends significantly on the performance of our informationmanagement systems. Our activities are dependent on the functionality, availability, integrity andoperational stability of our data center and various additional systems, including our point of saleterminals, communication infrastructure, logistics system, inventory management and other softwareapplications used to control our inventories and general financial and sales performance reports. Wecould be adversely affected if one of these systems is interrupted or damaged by unforeseen events orlong term failures, including those caused by third parties, fire, natural disasters, systems failures,viruses and security breaches. The failure of these systems may negatively affect the processing of oursales information or the availability of accounting, commercial or financial reports or our capacity toadequately forecast and achieve our operating results and cash requirements.

Significant or ongoing interruptions in any of these systems may prevent our customers fromassessing our products and services, which could lead these customers to purchase products from ourcompetitors. Furthermore, in order to generate the growth expected from our business, we may berequired to improve our operating and financial systems. Any such changes that we may undertake inthe future may create integration or other operational problems and therefore adversely affect ourbusiness.

Further, while we have some backup data-processing systems that could be used in the event of acatastrophe or a failure of our primary systems, we do not yet have an integrated disaster recoveryplan. While we endeavor to prepare for failures of our network by providing backup systems andprocedures, we cannot guarantee that our current backup systems and procedures will operatesatisfactorily in the event of a regional emergency. Any substantial failure of our back-up systems torespond effectively or on a timely basis could have a material adverse effect on our business.

The interests of our controlling shareholder may not be consistent with your interests or ours.

The interests of Intercorp Peru, our ultimate parent company, may not be entirely consistent withyour interests or ours. It is possible that our controlling shareholder may take actions in relation to ourbusiness that are not entirely in our best interests or the best interests of our shareholders. In addition,our controlling shareholder could direct us to take actions that could be contrary to your interests, andunder certain circumstances it may be able to prevent other shareholders, including you, from blockingthese actions or from causing different actions to be taken. For example, our controlling shareholderwill have the ability to determine:

• the composition of a majority of our board of directors, and therefore determinations regardingour business policy and direction, including the appointment and removal of our key personnel;

• whether to pursue business opportunities, such as acquisition opportunities, on behalf of InRetailPeru or other businesses in which they or their affiliates have invested (in which case we maynot become aware of or otherwise have the ability to pursue such opportunities), thoughIntercorp Peru intends to pursue its supermarkets and pharmacies businesses and secureadditional land for the development of shopping centers only through InRetail Peru;

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• whether to pursue and utilize particular real estate locations for InRetail Peru or other affiliatedcompanies or businesses and whether to develop landbanks held by InRetail Peru or otheraffiliated companies or businesses;

• whether to pursue and utilize key personnel and other human resources for InRetail Peru orother affiliated companies or businesses; and

• whether to sell its holdings in our businesses in change of control transactions that could provideyou with a premium on your investment.

Following this offering, Intercorp Peru and its affiliates will own, directly and indirectly,approximately 79.96% of our outstanding shares (77.63% if the initial purchasers’ over-allotment optionis exercised in full); see ‘‘Principal Shareholders.’’

In addition, we may be adversely affected in the event we cease to be part of Intercorp Peru. Weboth lease property from, and lease property to, several affiliates who are part of Intercorp Peru. Weare also dependent, to a certain extent, on affiliates of Intercorp Peru for the availability and quality ofother services, such as our credit card arrangement with Interbank. The failure to renew, or the earlytermination of, leases or other agreements with affiliates of Intercorp Peru may adversely affect ourbusiness.

Our debt could adversely affect our financial health.

As of June 30, 2012, our outstanding debt totaled S/.1,700.1 million (US$636.5 million). Our debtcould have important negative consequences for us and for you as a holder of the shares. For example,our debt could:

• require us to dedicate a large portion of our cash flow from operations to service debt and fundrepayments on our debt, thereby reducing the availability of our cash flow to fund workingcapital, capital expenditures and other general corporate purposes;

• increase our vulnerability to adverse general economic or industry conditions;

• limit our flexibility in planning for, or reacting to, changes in our business or the industries inwhich we operate;

• limit our ability to raise additional debt or equity capital in the future;

• restrict us from making strategic acquisitions or exploiting business opportunities;

• make it difficult for us to satisfy our obligations with respect to our debt; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

In addition, a portion of our debt bears interest at variable rates that are linked to changingmarket interest rates. Although we may hedge a portion of our exposure to variable interest rates byentering into interest rate swaps, we cannot assure you that we will do so in the future. As a result, anincrease in market interest rates would increase our interest expense and our debt service obligations,which would exacerbate the risks associated with our leveraged capital structure.

Negative developments in our business, results of operations and financial condition due to thecurrent difficult global economic conditions or other factors could cause the ratings agencies to lowerthe credit ratings, or ratings outlook, of our short and long term debt and, consequently, impair ourability to raise new financing or refinance our current borrowings and increase our costs of issuing anynew debt instruments. Any of these factors could adversely affect our business.

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Moreover, we are exposed to currency mismatch risks. Most of our debt is in U.S. dollars, whileour revenues are in nuevos soles. As a result, a depreciation of the nuevo sol against the U.S. dollarwould increase the cost of our debt service obligations, which would have negative consequences for us.

An increase in import duties and controls may have a material adverse effect on us.

Our future success depends on our ability to select and purchase quality merchandise at attractiveprices. While we have historically been able to do so, such merchandise may become subject to higherimport taxes than currently apply. In addition, the Peruvian antitrust authority (Instituto Nacional deDefensa de la Competencia y de la Proteccion de la Propriedad Intelectual, or ‘‘INDECOPI’’) iscurrently conducting an investigation regarding potential dumping of Chinese imports, whichinvestigation may result in new anti-dumping laws. We cannot assure you that there will not be furtherincreases in import taxes, changes in laws related to imports or the imposition of quotas by countriesfrom which we import merchandise. Any of these events could have a material adverse effect on us.

Peru’s foreign trade policies, tariffs and other impositions and requirements on imported goods,which may depend on the product’s place of origin or on the product’s nature and specifications, aswell as other factors relating to foreign trade, are beyond our control and could also result indifficulties in obtaining various types of quality, low-cost merchandise and consequently could have amaterial adverse effect on us.

The expansion of our business through acquisitions poses risks that may reduce the benefits we anticipatefrom these transactions.

In the past, we have grown significantly through acquisitions. Although our current strategy is togrow organically, our decision to pursue an acquisition would be based on our belief that suchacquisition will complement our business strategy and grow our business. However, our management isunable to predict whether or when any prospective acquisitions will occur, or the likelihood of a certaintransaction being completed on favorable terms and conditions. Our ability to continue to expand ourbusiness successfully through acquisitions depends on many factors, including our ability to identifyacquisitions, the ability to negotiate favorable transaction terms and our ability to finance any suchacquisition from internal or external sources. Even if we are able to identify acquisition targets andobtain the necessary financing to make these acquisitions, it is possible that the cost of doing so, takentogether with possible adverse market conditions and resulting loss of revenues or net profit, couldfinancially overextend us.

Acquisitions also expose us to the risk of successor liability relating to litigation, tax claims orother actions involving an acquired company, its management or contingent liabilities incurred beforethe acquisition. The due diligence we conduct in connection with an acquisition, and any contractualguarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficientto protect us from, or compensate us for, actual or potential liabilities. Any material liability associatedwith an acquisition could have a material adverse effect on us, including our reputation, and reduce thebenefits of such acquisition.

Our success depends on key members of our management.

Our success depends largely on the efforts and strategic vision of our executive management teamand board of directors. The loss of the services of some or all of our executive management andmembers of our board of directors could have a material adverse effect on our business.

The execution of our business plan also depends on our ongoing ability to attract and retainadditional other qualified employees. If we are unable to hire, train and retain qualified employees at areasonable cost, we may be unable to successfully operate our business or reach full plannedproduction levels in a timely manner and, as a result, our business could be adversely affected.

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Our existing insurance coverage may be insufficient and future coverage may be difficult or expensive toobtain.

Although we believe that our insurance policies provide adequate coverage for the risks inherentin our businesses, these insurance policies typically exclude certain risks and are subject to certainthresholds and limits. We cannot assure you that our property, furniture, equipment, investmentproperties and inventories will not suffer damages due to unforeseen events or that the proceedsavailable from our insurance policies will be sufficient to protect us from all possible loss or damageresulting from such events. We renew our insurance policies on an annual basis. The cost of coveragemay increase to an extent that we may choose to reduce our policy limits or agree to certain exclusionsfrom our coverage. Among other factors, adverse political developments, security concerns and naturaldisasters may materially adversely affect available insurance coverage and result in increased premiumsfor available coverage and additional exclusions from coverage. As a result, our insurance coverage mayprove to be inadequate for events that may cause significant disruption to our operations, which mayhave a material adverse effect on our business.

Pharmacies are exposed to risks inherent in the dispensing and distribution of pharmaceuticals andother healthcare products. Product liability claims may be asserted against us with respect to any of theproducts or pharmaceuticals we sell and services we provide. The coverage limits under our insurancepolicies may not be adequate to protect us against future claims and in the future we may not be ableto maintain our insurance policies on acceptable terms. A product liability judgment against us or aproduct recall could damage our reputation and have an adverse effect on our business.

Our trademarks and trade names may be misappropriated or challenged by others.

We own the material trademark and trade name rights used in connection with our brands and themarketing and sale of our products, which include InkaFarma, Plaza Vea, Vivanda, EconoMax, RealPlaza and others. We believe our brand names and related intellectual property are important to ourcontinued success. We attempt to protect our trademarks and trade names by exercising our rightsunder applicable trademark and copyright laws. Any infringement of our intellectual property rights inPeru would likely result in a commitment of our time and resources to protect these rights throughlitigation or otherwise, which could be expensive and time-consuming. If we were to fail to protect ourintellectual property rights for any reason, it could have an adverse effect on our business, results ofoperations and financial condition.

Eviction proceedings in Peru are difficult and time consuming, and therefore we may not be able to evictdefaulting tenants.

Although Peruvian laws allow a summary proceeding to collect unpaid rent and a specialproceeding to evict tenants, eviction proceedings are time consuming. Eviction proceedings generallytake between six months and two years from the date of filing of the suit to the time of actual eviction,as the heavy workload of the courts and the numerous procedural steps required have generallydelayed landlords’ efforts, including ours, to evict tenants. We cannot assure you that delinquency ratesin the future will not increase significantly, or that our negotiations with tenants will prove to be assuccessful as they have been in the past.

Changes in antitrust laws and regulations in Peru could limit our ability to expand our business throughacquisitions or joint ventures.

Peru does not currently apply antitrust controls to our industries, but we cannot assure you that itwill not impose them in the future. In the event the Peruvian government enacts antitrust laws orregulations regarding controls or restrictions on acquisitions, our ability to expand our business throughacquisitions in Peru may be limited. A proposal to enact a new antitrust law which would require

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INDECOPI authorization for certain acquisition transactions and would impose significant penalties forviolations of antitrust laws is under discussion in the Peruvian Congress. However, as this legislationhas not been finalized or passed, it is too early to estimate its potential impact on our business.

Risks Relating to Peru

Economic, political and social developments in Peru could adversely affect our business.

All of our operations and customers are located in Peru. Our results of operations and financialcondition could be affected by changes in economic and other policies of the Peruvian government, andby other economic, social and political developments in Peru, including devaluation, currency exchangecontrols, inflation, economic downturns, political instability, social unrest and terrorism.

In the past, Peru has experienced political instability that has included a succession of regimes withdiffering economic policies and programs. Previous governments have imposed controls on prices,exchange rates, local and foreign investment and international trade, restricted the ability of companiesto dismiss employees, expropriated private sector assets and prohibited the remittance of profits toforeign investors. We cannot be certain whether the Peruvian government will continue to pursuebusiness friendly and open market economic policies that stimulate economic growth and socialstability.

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

The Peruvian president may not maintain recent economic policies, which could adversely affect ourbusiness.

On July 28, 2011, Ollanta Humala became president of Peru. The election of President Humalainitially generated political and economic uncertainty because his presidential campaign was based on aplatform of poverty reduction and wealth redistribution, including by means of interventionist policies.Since becoming president, President Humala has maintained more centrist economic policies. Wecannot assure you that Humala’s administration will not pursue significant changes in the country’seconomic policies and regulations, including tax increases, higher minimum wages and employeepension requirements, stricter environmental standards, greater rights for local indigenous communitiesand more proactive or interventionist government policies in certain sectors of the economy that havebeen underserved by the private sector. Such policies, if implemented, could materially and adverselyaffect the Peruvian economy and, as a result, our business.

In addition, President Humala’s political party does not hold a majority of the congressional seats,which may potentially lead to gridlock in the Peruvian Congress and create further political uncertainty.

A significant devaluation of the nuevo sol or volatility in exchange rates could adversely affect us.

A significant devaluation or depreciation of the nuevo sol may limit our and our subsidiaries’ability to transfer nuevos soles or to convert nuevos soles into U.S. dollars and other currencies andmay have an adverse effect on our business by, for example, increasing in nuevos soles terms the

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amount of our foreign currency denominated liabilities. Volatility in exchange rates may also increasethe costs of our products that we may not be able to pass on to our customers; impair the purchasingpower of our customers in different markets; result in significant competitive benefit to certain of ourcompetitors who incur a material part of their costs in other currencies than we do; hamper ourpricing; or increase our hedging costs and limit our ability to hedge our exchange rate exposure.

In addition, although Peruvian law currently imposes no restrictions on the ability to convertnuevos soles to foreign currency and transfer foreign currency outside of the country, in the 1980s andearly 1990s Peru imposed exchange controls, including controls affecting the remittance of dividends toforeign investors. We cannot assure you that exchange controls in Peru will not be implemented in thefuture. The imposition of exchange controls could have an adverse effect on the economy and on yourability to receive dividends.

Increased inflation in Peru could adversely affect the Peruvian economy and our business.

In the past, Peru has suffered through periods of high and hyper inflation, which has materiallyundermined the Peruvian economy and the government’s ability to create conditions that would supporteconomic growth. In response to increased inflation, the Central Bank of Peru, which sets the Peruvianbasic interest rate, may increase or decrease the basic interest rate in an attempt to control inflation orfoster economic growth. Increases in the base interest rate could adversely affect our results ofoperations, increasing the cost of certain funding. Additionally, a return to a high inflation environmentwould also undermine Peru’s foreign competitiveness, with negative effects on the level of economicactivity and employment, while increasing our operating costs and adversely impacting our operatingmargins if we are unable to pass the increased costs to our customers.

Changes in tax laws may increase our tax burden and, as a result, negatively affect our business.

The Peruvian congress and government regularly implements changes to tax laws that may increaseour tax burden. These changes may include modifications in our tax rates and, on occasion, theenactment of temporary taxes that in some cases have become permanent taxes. Tax reforms related tothe Peruvian income tax, value added tax (‘‘VAT’’) and tax code have recently been approved, but weare unable to estimate the impacts that these reforms may have on business.

The effects of any tax reforms that could be proposed in the future and any other changes thatresult from the enactment of additional reforms have not been, and cannot be, quantified. However,any changes to our tax regime may result in increases in our overall costs and/or our overallcompliance costs, which could negatively affect our business.

Severe weather, natural disasters and adverse climate changes may materially adversely affect ourbusiness.

Severe weather conditions and other natural disasters in areas in which we have stores, branchesor distribution facilities or from which we obtain products may materially adversely affect our results ofoperations. Peru is located in an area that experiences seismic activity and occasionally is affected byearthquakes. For example, in 2007, an earthquake with a magnitude of 7.9 on the Richter scale struckthe central coast of Peru, severally damaging the region south of Lima. Such conditions may result inphysical damage to our properties, closure of one or more of our stores, shopping centers ordistribution facilities, inadequate work forces in our markets, temporary disruptions in the supply ofproducts, delays in the delivery of goods to our stores and a reduction in the availability of products inour stores. In addition, adverse climate conditions (due to climate change or otherwise) and adverseweather patterns, such as droughts or floods that impact growing conditions and the quantity andquality of crops, may materially adversely affect the availability or cost of certain commodities or otherproducts within our supply chain. For example, Peru is affected by El Nino, an oceanic and atmospheric

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phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains offthe coast of Peru and potentially flooding and the destruction of fish populations and agriculture. Anyof these factors may disrupt and materially adversely affect our business.

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

Financial and securities markets in Peru are influenced by economic and market conditions inregional or global markets. Although economic conditions vary from country to country, investors’perceptions of events occurring in one country may adversely affect cash flows and securities fromissuers in other countries, including Peru. For example, the Peruvian economy was adversely affected bythe political and economic events that occurred in several emerging economies in the 1990s, includingin Mexico in 1994, which impacted the market value of securities issued by companies from marketsthroughout Latin America. The crisis in the Asian markets beginning in 1997 also negatively affectedmarkets throughout Latin America. Similar adverse consequences resulted from the economic crisis inRussia in 1998, the Brazilian devaluation in 1999 and the Argentine crisis in 2001. In addition, Peru’seconomy continues to be affected by events in the economies of its major regional partners and indeveloped economies that are trading partners or that affect the global economy.

The 2008-2009 global economic crisis, principally driven by the sub prime mortgage market in theUnited States, has substantially affected the international financial system, including Peru’s securitiesmarket and economy. Additionally, the continuing economic crisis in Europe, which began with thefinancial crises in Greece, Spain, Italy and Portugal, may reduce the confidence of foreign investors,which may cause volatility in the securities markets and affect the ability of companies to obtainfinancing globally. Meanwhile, renewed doubts about the pace of global growth, particularly in theUnited States, have contributed to already weak international growth in 2011 and the first half of 2012.Any interruption to the recovery of the developed economies, the continued effects of the recent globalcrisis, a worsening of the current crisis in Europe or a new economic and/or financial crisis could affectPeru’s economy, and, consequently, materially adversely affect our business, financial condition andresults of operations.

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

The 2008-2009 global economic crisis adversely affected and increased the volatility of theperformance of the LSE. In recent years, the LSE has experienced increased participation from localand international retail investors that react rapidly to the effects from international markets. Thegeneral index of the LSE decreased by 59.8% in 2008, increased by 101.0% in 2009, increased by 65.0%in 2010 and decreased by 16.7% in 2011. The volatility in the international markets may adverselyaffect the Peruvian capital markets and could therefore impact our ability to raise funds from localcapital markets at a level necessary to fund our operations.

Risks Related to the Offering

An active, liquid trading market for the shares may not develop, and you may not be able to resell theshares at or above the price you paid, or at all.

Prior to this initial offering, there has been no market for the shares. Application has been madeto list the shares on the LSE. The LSE is substantially smaller, less liquid and more volatile than themajor securities markets in the United States and certain other countries. Accordingly, your ability tosell the shares in the amount and at the price and time that you wish to do so may be substantiallylimited. The initial offering price for the shares will be determined by negotiations between us and theinitial purchasers and may bear no relationship to the market price for the shares after this initial

29

offering. If an active trading market for the shares does not develop after this offering, the marketprice and liquidity of the shares may be materially and adversely affected and you may have difficultyselling the shares that you purchase. We cannot assure you that an active trading market for the shareswill develop or that the market price of the shares will not decline below the initial offering price.

The shares are subject to transfer restrictions.

The shares have not been registered under the Securities Act. Therefore, the shares may not betransferred or resold with the United States or to, or for the account or benefit of, U.S. persons exceptpursuant to an exemption from, or in a transaction not subject to, the registration requirements of theSecurities Act and applicable U.S. state or local securities laws. The exemptions include transfers orresales that occur outside the United States in compliance with Regulation S under the Securities Actand in accordance with any applicable securities laws of any other jurisdiction and sales to qualifiedinstitutional buyers, as defined under Rule 144A under the Securities Act.

The share price may change significantly following the offering, and you could lose all or part of yourinvestment as a result.

We and the initial purchasers will negotiate to determine the initial offering price. You may not beable to resell the shares at or above the initial offering price due to a number of factors including thefollowing, some of which are beyond our control:

• announcements of new products or services by us or our competitors;

• news regarding our sales performance;

• announcements of competitive developments, acquisitions or strategic alliances in the industriesin which we operate;

• changes in the general condition of the global economy and financial markets;

• general market conditions or other developments affecting us or our industry;

• actual or anticipated fluctuations in our results of operations;

• changes in financial projections or estimates about our financial or operational performance bysecurities research analysts, or any failure by us to meet or exceed such estimates;

• changes in investor sentiment toward the stock of retail or Peruvian companies;

• announcements by third parties of significant claims or proceedings against us;

• a default under the agreements governing our indebtedness;

• new laws or regulations or new interpretations of laws and regulations applicable to ourbusiness;

• release or expiry of lock up or other transfer restrictions on our outstanding shares; and

• sales or perceived sales of additional shares.

Furthermore, the stock market has recently experienced significant volatility that, in some cases,has been unrelated or disproportionate to the operating performance of particular companies. Thesebroad market and industry fluctuations may adversely affect the market price of the shares, regardlessof our actual operating performance. In the past, following periods of market volatility, shareholdershave instituted securities class action litigations. If we were involved in securities litigation, it couldhave a substantial cost and divert resources and the attention of executive management from ourbusiness regardless of the outcome of such litigation.

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Future sales or issuances, or perceived future sales or issuances, of substantial amounts of the sharescould adversely affect their price.

Our controlling shareholder will continue to hold a large number of the shares after this offering.We and our controlling shareholder, among others, have agreed with the initial purchasers not to offer,sell, contract to sell or otherwise dispose of or hedge any shares, without the prior written consent ofthe representatives of the initial purchasers, during the 180-calendar day period following the date ofthe Offering Memorandum, subject to certain exceptions. After this 180-day period expires, thesesecurities will be eligible for sale.

If our existing shareholders sell, or are perceived as intending to sell, substantial amounts of theshares following this offering, the market price of the shares could fall. Such sales, or perceivedpotential sales, by our existing shareholders might make it more difficult for us to issue new equity orequity related securities in the future at a time and place we deem appropriate.

In addition, we may issue additional shares for future acquisitions, expansion plans or otherpurposes. If we issue additional shares, your ownership interests in our company would be diluted andthis could have a material adverse effect on the price of the shares.

We may need additional capital and may sell additional shares or other equity securities or incurindebtedness, which could result in additional dilution to our shareholders or increase our debt serviceobligations.

We believe that after giving effect to this offering, our current cash and anticipated cash flow fromoperations will be sufficient to meet our anticipated cash needs for the next 12 months. We may,however, require additional cash resources due to changed business conditions or other futuredevelopments, including any investments or acquisitions we may decide to pursue. If these resourcesare insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securitiesor incur debt under existing credit facilities or obtain a new credit facility. The sale of additional equitysecurities could result in additional dilution to our shareholders. The incurrence of indebtedness couldlimit our ability to pay dividends or require us to seek consents for the payment of dividends, increaseour vulnerability to adverse economic and industry conditions, limit our ability to pursue our businessstrategies, require us to dedicate a substantial portion of our cash flow from operations to service ourdebt, thereby reducing the availability of our cash flow to fund capital expenditure, working capitalrequirements and other general corporate needs, and limit our flexibility in planning for, or reacting to,changes in our business and our industry. We cannot assure you that financing will be available inamounts or on terms acceptable to us, if at all.

Because we do not currently intend to pay any dividends on the shares, you may not receive any returnon investment in the shares unless you sell the shares for a price greater than that which you paid for them.

We do not currently intend to pay dividends on the shares. In addition, because we are a holdingcompany, our ability to pay cash dividends on the shares may be limited by restrictions on our ability toobtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of theagreements governing our subsidiaries’ indebtedness.

Our board of directors may only declare dividends out of our net profits or the excess of ourassets over our liabilities, but not out of any other amounts, as determined in accordance with theprovisions of Law 32 of 1927 pertaining to Panamanian corporations (the ‘‘Panamanian Law onCorporations’’).

Subject to the limitations referred to above, the declaration of future dividends, if any, will dependupon our future operations and earnings, capital expenditure requirements, general financial conditions,

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legal and contractual restrictions and other factors. As a result, you may not receive any return oninvestment in the shares unless you sell the shares for a price greater than that which you paid for it.

Your rights and responsibilities as a shareholder will be governed by Panamanian Law and will differ insome respects from the rights and responsibilities of shareholders under U.S. law.

Our corporate affairs are governed by our Pacto Social and the Panamanian Law on Corporations.In the performance of its duties, our board of directors is required to act as a collegial body in theinterest of the Company. However, it is possible that we or members of our board of directors, and ourexecutive officers, may have interests that are different from your interests as a shareholder.

Our Pacto Social states that contracts or other transactions between the Company and any othercompany will not be void or voidable solely due to the fact that one or more of the directors or officersof the Company has interests in the other company or are directors or officers of the other company,nor solely due to the fact that one or more of our directors or officers are a party to or have aninterest in such contract or transaction. Such contracts or transactions must be timely disclosed to theCompany; however, the directors or officers of the Company will be relieved from any liability theymay incur solely because of such contracting with the Company for their own benefit or for the benefitof any firm or company in which they are interested at any title if no fraud or gross negligence hasbeen proven and the Company has not suffered any damages.

The provisions of the Panamanian Law on Corporations and our Pacto Social have the effect ofconcentrating control over certain corporate decisions and transactions in the hands of the board ofdirectors, although all decisions of the board of directors must be made as a collegial body in theinterest of the Company. Shareholders will have different rights in the face of actions by members ofthe board of directors than if we were incorporated in the United States. See ‘‘Description of CapitalStock.’’

The SMV has different disclosure standards than those with which you may be familiar.

There may be less publicly available information about us than is regularly published aboutcompanies in the United States and certain other countries. We are not subject to the periodicreporting requirements of the Exchange Act and are, therefore, not required to comply with theinformation disclosure requirements that it imposes.

You may be unable to enforce judgments obtained in U.S. courts against us.

We are incorporated under Panamanian Law, all of our assets are located in Peru and most of ourdirectors and officers and certain other persons named in this Offering Memorandum are, and willcontinue to be, non-residents of the United States. As a result, although we have appointed an agentfor service of process in the United States, it may be difficult for U.S. investors to effect service ofprocess within the United States upon us or our directors and officers or to enforce, in a U.S. court,judgments obtained against us, including for civil liabilities under the U.S. federal securities laws.Therefore, any judgments obtained in any U.S. federal or state court against us may have to beenforced in the courts of Panama or Peru. See ‘‘Enforceability of Civil Liabilities.’’

We have broad discretion over the use of proceeds we receive in this offering and may not apply theproceeds in ways that increase the value of your investment.

The net proceeds to us from the sale of the shares being offered by us in this offering will beapproximately US$385.0 million (or US$443.2 million if the initial purchasers exercise theirover-allotment option in full). We intend to use the net proceeds to fund growth plans at oursupermarkets and shopping centers segments with approximately US$30.0 million and US$355.0 million,respectively. Any net proceeds not needed for these uses will be used for general corporate purposes,

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including without limitation, for working capital, capital expenditures and potential future acquisitions,but we have not determined any such specific use at this time. Our management will have broaddiscretion in the application of these net proceeds and, as a result, you will have to rely upon thejudgment of our management with respect to the use of these proceeds. Our management may spend aportion or all of the net proceeds from this offering in ways that our shareholders may not desire orthat may not yield a favorable return.

If securities or industry analysts do not actively follow our business, or if they publish unfavorableresearch about our business, the share price and trading volume could decline.

The trading market for the shares will depend, in part, on the research and reports that securitiesor industry analysts publish about us or our business. We do not currently have and may never obtainresearch coverage by securities and industry analysts. If no securities or industry analysts commencecoverage of our company, the trading price for the shares may be negatively impacted. In the event weobtain securities or industry analyst coverage, if one or more of the analysts who covers us downgradesthe shares or publishes unfavorable research about our business, the share price would likely decline. Ifone or more of these analysts ceases coverage of our company or fails to publish reports on usregularly, demand for the shares could decrease, which could cause the share price and trading volumeto decline.

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EXCHANGE RATE INFORMATION

The Peruvian nuevo sol is freely traded in the exchange market. Current Peruvian regulations onforeign investment allow foreign equity holders of Peruvian companies to receive and repatriate 100%of the cash dividends distributed by these companies. Non-Peruvian equity holders are allowed topurchase foreign currency at free market currency rates through any member of the Peruvian bankingsystem and transfer such foreign currency outside Peru without restriction. Peruvian law in the past,however, has imposed restrictions on the conversion of Peruvian currency and the transfer of fundsabroad, and we cannot assure you that Peruvian law will continue to permit such payments, transfers,conversions or remittances without restrictions.

The table below sets forth the high, low, average and period ending exchange rates, expressed innuevos soles per U.S. dollar, for the years indicated.

Nuevo sol per US$(1)

PeriodYear ended December 31, High Low Average(2) Ending

2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.201 2.968 3.129 2.9962008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.157 2.693 2.924 3.1402009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.259 2.852 3.012 2.8902010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.883 2.787 2.825 2.8092011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.833 2.694 2.754 2.696

(1) Source: SBS.

(2) The average of buying rates for U.S. dollars on the last business day of each monthduring the applicable period.

The table below sets forth the high, low and period ending exchange rates, expressed in nuevossoles per U.S. dollar, for the current month and each of the six months prior to the date of thisOffering Memorandum.

Nuevo sol per US$(1)

PeriodMonth High Low Ending

April 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.667 2.640 2.640May 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.709 2.636 2.709June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.708 2.641 2.671July 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.654 2.620 2.629August 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.629 2.610 2.610September 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.611 2.594 2.598

(1) Source: SBS.

The nuevos soles per U.S. dollar exchange rate on October 3, 2012 was S/2.599 = US$1.00.

The Federal Reserve Bank of New York does not report a noon buying rate for nuevos soles.

Our inclusion of such translations is not meant to suggest that the U.S. dollar amounts actuallyrepresent such nuevos soles amounts or that such amounts could have been converted into nuevos solesat such rate or any other rate. For a discussion of the impact of the exchange rate fluctuations on ourfinancial condition and results of operations, see ‘‘Management’s Discussion and Analysis of FinancialCondition and Results of Operations.’’

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USE OF PROCEEDS

The net proceeds to us from the sale of the shares being offered by us in this offering will beapproximately US$385.0 million (or US$443.2 million if the initial purchasers exercise theirover-allotment option in full), after deducting the underwriting discount and estimated offeringexpenses payable by us.

We intend to use the net proceeds to fund growth plans at our supermarkets and shopping centerssegments with approximately US$30.0 million and US$355.0 million, respectively.

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CAPITALIZATION

The following table sets forth on a combined basis our cash and cash equivalents and ourcapitalization as of June 30, 2012:

• On a historical basis for InRetail Peru;

• On an adjusted basis to give effect to:

• the sale of 20,000,000 shares by us in this offering at the initial offering price of US$20.00per share, after deducting the underwriting discount and estimated offering expensespayable by us; and

• the application of the proceeds from this offering as described in ‘‘Use of Proceeds.’’

You should read this table in conjunction with ‘‘Use of Proceeds,’’ ‘‘Selected FinancialInformation’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results ofOperations’’ and our combined financial statements and related notes thereto elsewhere in thisOffering Memorandum.

As of June 30, 2012

Historical(2) As adjusted Historical(2) As adjusted

(US$ in millions)(1) (S/. in millions)

Short-term debt:Bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.9 19.9 53.0 53.0Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8 5.8 15.4 15.4

Total short-term debt . . . . . . . . . . . . . . . . . . . . . . . . 25.6 25.6 68.4 68.4

Long-term debt:Bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506.6 506.6 1,353.4 1,353.4Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.3 104.3 278.5 278.5

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 610.9 610.9 1,631.7 1,631.7

Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . .Capital stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504.1 504.1 1,346.6 1,346.6Shares offered hereby . . . . . . . . . . . . . . . . . . . . . . . 385.0 1,028.3Unrealized results on financial instruments . . . . . . . . 0.9 0.9 2.4 2.4Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 88.7 88.7 236.8 236.8Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . 0.7 0.7 1.8 1.8

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . 594.4 979.4 1,587.6 2,615.9

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 1,230.9 1,615.9 3,287.7 4,316.0

(1) Translated to U.S. dollars for convenience only at the rate of S/. 2.671 = US$1.00, the exchangerate reported on June 30, 2012 by the SBS. See ‘‘Exchange Rate Information.’’

(2) The Reorganization completed on August 13, 2012 did not have any impact on shareholders’equity and did not affect our capitalization as of June 30, 2012.

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DIVIDEND POLICY

We intend to reinvest substantially all of our future earnings, if any, generated by our operationsfor the development and growth of our business. Therefore, we do not anticipate paying significantdividends in the near future. Nevertheless, we will need to receive enough dividends from oursubsidiaries to satisfy our debt service obligations. Because we are a holding company, we will dependupon dividends paid to us by our subsidiaries to fund the payment of future dividends, if any, to ourshareholders. Our ability to obtain sufficient funds through dividends from our subsidiaries may belimited by restrictions under the terms of the agreements governing our subsidiaries’ indebtedness. See‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidityand Capital Resources—Indebtedness.’’

Our board of directors may only declare dividends out of our net profits or the excess of ourassets over our liabilities, but not out of any other amounts, as determined in accordance with thePanamanian Law on Corporations. See ‘‘Risk Factors—Risks Related to the Offering—Because we donot currently intend to pay dividends on the shares, you may not receive any return on investment inthe shares unless you sell the shares for a price greater than that which you paid for them.’’

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SELECTED FINANCIAL INFORMATION

The following selected financial information should be read together with ‘‘Management’sDiscussion and Analysis of Financial Conditions and Results of Operations’’ and our audited combinedfinancial statements and related notes elsewhere in this Offering Memorandum. The following selectedfinancial information as of January 1, 2010, December 31, 2010 and 2011 and for the years endedDecember 31, 2010 and 2011 have been derived from our audited combined financial statements andrelated notes elsewhere in this Offering Memorandum, which have been prepared in accordance withIFRS as issued by the IASB.

For the Six Months ended June 30, For the Year ended December 31,

Income statement data: 2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Revenues:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . 551.7 1,473.7 1,338.1 1,055.8 2,820.1 2,423.4Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . 288.3 770.2 614.9 499.2 1,333.4 —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . 25.3 67.5 49.6 42.8 114.4 83.9Intercompany transactions(3) . . . . . . . . . . . . . . . . (4.0) (10.7) (8.4) (9.6) (25.7) (17.7)

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . 861.3 2,300.7 1,994.1 1,588.2 4,242.2 2,489.6

Cost of sales:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . (409.3) (1,093.3) (1,001.4) (782.4) (2,089.8) (1,797.6)Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . (206.9) (552.8) (440.2) (360.9) (963.9) —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . (7.4) (19.8) (14.6) (12.7) (33.9) (23.9)Intercompany transactions(4) . . . . . . . . . . . . . . . . 0.1 0.2 — 0.1 0.2 —

Total cost of sales . . . . . . . . . . . . . . . . . . . . . . (623.6) (1,665.6) (1,456.1) (1,155.9) (3,087.4) (1,821.6)

Gross profit:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . 142.4 380.4 336.7 273.4 730.3 625.7Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.4 217.4 174.7 138.3 369.5 —Shopping centers . . . . . . . . . . . . . . . . . . . . . . . 17.9 47.7 35.0 30.1 80.5 60.0Intercompany transactions . . . . . . . . . . . . . . . . . . (3.9) (10.5) (8.4) (9.5) (25.5) (17.7)

Total gross profit . . . . . . . . . . . . . . . . . . . . . . 237.8 635.1 538.0 432.3 1,154.8 668.0

Other operating income(5) . . . . . . . . . . . . . . . . . . . 2.2 6.0 29.3 20.1 53.6 41.6Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . (153.6) (410.3) (364.2) (291.6) (778.9) (464.5)Administrative expenses . . . . . . . . . . . . . . . . . . . . . (34.7) (92.6) (87.8) (56.9) (151.9) (69.1)Other operating expenses . . . . . . . . . . . . . . . . . . . . (2.4) (6.4) (13.1) (5.2) (14.0) (1.1)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . 49.3 131.7 102.2 98.7 263.6 174.8Financial income(6) . . . . . . . . . . . . . . . . . . . . . . . 8.9 23.7 9.5 9.3 24.7 10.2Financial expenses . . . . . . . . . . . . . . . . . . . . . . . . (28.5) (76.1) (45.6) (38.2) (102.0) (43.9)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . (11.1) (29.6) (19.9) (23.5) (62.8) (35.6)

Profit for the period . . . . . . . . . . . . . . . . . . . . . . . 18.6 49.7 46.0 46.3 123.6 105.5Non-controlling interest . . . . . . . . . . . . . . . . . . . 0.0 0.1 0.0 0.1 0.1 0.2Attributable to owners of the parent . . . . . . . . . . . . 18.6 49.6 46.0 46.2 123.4 105.4Earnings per share attributable to ordinary equity

holders of the parent(7): . . . . . . . . . . . . . . . . . . 0.23 0.62 0.65 0.67 1.78 2.28

As of June 30, As of December 31, As of January 1,Balance sheet data: 2012 2012 2011 2011 2011 2010 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1) (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Cash and short-term deposits . . . . . . . 95.5 255.1 69.6 132.1 352.9 118.8 137.3Other current assets . . . . . . . . . . . . 301.0 804.1 801.6 313.3 836.7 436.4 240.5Property, furniture and equipment . . . . 579.5 1,547.9 1,383.6 567.3 1,515.2 1,166.7 1,002.5Investment properties . . . . . . . . . . . 308.0 822.7 680.4 284.9 761.1 604.9 443.0Intangible assets, net . . . . . . . . . . . . 420.4 1,122.9 1,114.6 418.0 1,116.6 45.3 25.5Other non-current assets . . . . . . . . . . 10.5 28.0 14.0 5.1 13.7 8.9 5.1Total assets . . . . . . . . . . . . . . . . . . 1,714.9 4,580.6 4,063.8 1,720.8 4,596.2 2,381.0 1,854.0Short-term debt . . . . . . . . . . . . . . . 25.6 68.4 393.6 29.8 79.7 140.8 52.6Other current liabilities . . . . . . . . . . 411.7 1,099.6 1,030.3 418.8 1,118.6 721.4 526.0Long-term debt . . . . . . . . . . . . . . . 610.9 1,631.7 681.9 554.6 1,481.4 461.1 380.0Other long-term liabilities . . . . . . . . . 72.3 193.2 182.2 69.2 184.8 58.7 49.7Total liabilities . . . . . . . . . . . . . . . . 1,120.5 2,993.0 2,288.0 1,072.4 2,864.4 1,382.1 1,008.3Non-controlling interest . . . . . . . . . . 0.7 1.8 1.6 0.7 1.8 1.6 1.3Net equity attributable to controlling

shareholders . . . . . . . . . . . . . . . . 593.7 1,585.8 1,774.1 647.7 1,730.1 997.2 844.4Total net equity and liabilities . . . . . . . 1,714.9 4,580.6 4,063.8 1,720.8 4,596.2 2,381.0 1,854.0

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As of June 30, As of December 31, As of January 1,Balance sheet data: 2012 2012 2011 2011 2011 2010 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1) (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Other data:

Combined Adjusted EBITDA(8) . . . . . 67.1 179.2 125.1 117.1 312.7 209.3Combined Adjusted EBITDA margin . . 7.8% 6.3% 7.4% 8.4%Total indebtedness . . . . . . . . . . . . . 636.5 1,700.1 1,075.5 584.4 1,561.1 601.9

(1) Except earnings per share and percentages.

(2) Translated to U.S. dollars for convenience only at the rate of S/. 2.671 = US$1.00, the exchange rate reported on June 30, 2012 by the SBS.See ‘‘Exchange Rate Information.’’

(3) Relates primarily to revenues of our supermarkets segment from leasing sales area to our pharmacies segment and revenues of our shoppingcenters segment from leasing sales area to our supermarkets segment. These transactions are eliminated upon combination of our financialstatements.

(4) Relates primarily to costs of sales of our shopping centers segment for leasing sales area to our supermarkets segment, and cost of sales ofour supermarkets segment for leasing sales area to our pharmacies segment. These transactions are eliminated upon combination of ourfinancial statements.

(5) Includes the effects of marking to market the values of our investment properties in our shopping centers segment. See note 14(a) to ouraudited combined financial statements elsewhere in this Offering Memorandum.

(6) Primarily attributable to foreign exchange gain. See note 26 to our audited combined financial statements elsewhere in this OfferingMemorandum.

(7) For each period presented, there were no potential shares in issue that could dilute earnings per share in the future.

(8) In this Offering Memorandum, we present Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth, each of which arenon-IFRS financial measures. A non-IFRS financial measure does not have a standardized meaning prescribed by IFRS. We define AdjustedEBITDA as operating profit, plus depreciation and amortization, plus, for our shopping centers segment, the impact of marking to marketthe values of our investment properties. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenues. We define samestore sales growth as the increase in sales of our stores in operation throughout the same months of both periods compared. We only includethe sales of stores that operated full months in both periods. For example, if a new store opened on January 15th, 2010 our calculation ofsame store sales growth for 2011 would include the sales of that store from February 2010, its first full month of operation, throughDecember 31, 2010, compared to the sales of that store for the same period beginning February 1 to December 31 in 2011. We presentAdjusted EBITDA, Adjusted EBITDA margin and same store sales growth because we believe they provide investors with supplementalmeasures of the financial performance of our operations that facilitate period-to-period comparisons on a consistent basis. Our managementalso uses Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth from time to time, among other measures, for internalplanning and performance measurement purposes. Adjusted EBITDA, Adjusted EBITDA margin and same store sales growth should not beconstrued as alternatives to profit or operating profit, as indicators of operating performance or as alternatives to cash flow provided byoperating activities (in each case, as determined in accordance with IFRS). Adjusted EBITDA, Adjusted EBITDA margin and same storesales growth, as calculated by us, may not be comparable to similarly titled measures reported by other companies, including those in ourbusinesses. For additional information see ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations.’’

The reconciliation of combined net profit for the below periods to combined Adjusted EBITDA is as follows:

For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Combined Adjusted EBITDA:Combined net profit . . . . . . . . . . 18.6 49.7 46.0 46.3 123.6 105.5Add back net financial expenses . . . (19.6) (52.4) (36.2) (28.9) (77.3) (33.7)Add back income tax . . . . . . . . . (11.1) (29.6) (19.9) (23.5) (62.8) (35.6)

Operating profit . . . . . . . . . . . . 49.3 131.7 102.2 98.7 263.6 174.8Add back depreciation and

amortization . . . . . . . . . . . . . (19.4) (51.8) (50.5) (37.7) (100.6) (75.1)Add back for impact of marking real

estate valuations to market(9) . . . 1.6 4.3 27.5 19.3 51.5 40.6

Adjusted EBITDA . . . . . . . . . . . 67.1 179.2 125.1 117.1 312.7 209.3

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For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Adjusted EBITDA by Segment:Supermarkets . . . . . . . . . . . . . 32.6 87.0 67.9 66.0 176.3 162.4Pharmacies . . . . . . . . . . . . . . 24.3 64.9 37.5 34.3 91.6Shopping centers . . . . . . . . . . . 11.4 30.5 24.8 20.7 55.2 46.9

Total . . . . . . . . . . . . . . . . . . 68.3 182.4 130.2 121.0 323.1 209.3Minus:InRetail’s holding company

expenses(10) . . . . . . . . . . . . (1.2) (3.2) (5.1) (3.9) (10.4) —

Adjusted EBITDA . . . . . . . . . . 67.1 179.2 125.1 117.1 312.7 209.3

Our Adjusted EBITDA by segment information does not account for intercompany transactions. The reconciliation for each of our segmentsof operating profit for the below periods to Adjusted EBITDA is as follows:

For the Six Months ended June 30, For the Year ended December 31,

2012 2012 2011 2011 2011 2010

(US$ (S/. in millions)(1) (US$ (S/. in millions)(1)in millions)(1)(2) in millions)(1)(2)

Supermarkets:Net profit . . . . . . . . . . . . . . . 5.5 14.6 7.1 13.3 35.5 42.8Add back net financial expenses . . (8.3) (22.0) (13.6) (11.5) (30.8) (24.5)Add back income tax . . . . . . . . (2.7) (7.2) (5.2) (9.4) (25.0) (21.8)

Operating profit . . . . . . . . . . . 16.4 43.9 25.8 34.2 91.3 89.1Add back depreciation and

amortization . . . . . . . . . . . . (16.1) (43.1) (42.1) (31.8) (85.0) (73.3)

Adjusted EBITDA . . . . . . . . . . 32.6 87.0 67.9 66.0 176.3 162.4

Pharmacies:Net profit . . . . . . . . . . . . . . . 15.2 40.5 19.9 18.9 50.5Add back net financial expenses . . 0.2 0.6 0.1 0.0 0.0Add back income tax . . . . . . . . (6.7) (18.0) (10.9) (9.8) (26.3)

Operating profit . . . . . . . . . . . 21.6 57.8 30.7 28.8 76.8Add back depreciation and

amortization . . . . . . . . . . . . (2.6) (7.0) (6.7) (5.5) (14.7)

Adjusted EBITDA . . . . . . . . . . 24.3 64.9 37.5 34.3 91.6

Shopping Centers:Net profit . . . . . . . . . . . . . . . 4.7 12.4 45.4 32.0 85.4 75.9Add back net financial expenses . . (6.9) (18.4) (9.0) (7.5) (20.1) (9.3)Add back income tax . . . . . . . . (1.6) (4.3) (3.9) (4.0) (10.8) (14.0)

Operating profit . . . . . . . . . . . 13.2 35.2 58.3 43.5 116.3 99.2Add back depreciation and

amortization . . . . . . . . . . . . (0.1) (0.3) (0.2) — — —Add back impact of real estate

valuations to market(8) . . . . . . 1.9 5.0 33.6 22.9 61.1 52.2

Adjusted EBITDA . . . . . . . . . . 11.4 30.5 24.8 20.7 55.2 46.9

(9) We mark to market the values of our investment properties. On a segment by segment basis, all of our shopping center assets are treated asinvestment properties and are marked to market. However, on a combined basis, shopping center assets which are leased by SupermercadosPeru or InkaFarma will not be treated as investment property and will instead be treated as a fixed asset which is depreciated. For additionalinformation, please see note 14a to our audited combined financial statements elsewhere in this Offering Memorandum.

(10) For the year ended December 31, 2011, includes one-time expenses related to the acquisition of InkaFarma as well as fees related to the loanreceived in November 2011. See note 19d to our audited combined financial statements elsewhere in this Offering Memorandum.

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

Overview

We are a multi-format retailer operating exclusively in Peru with nationwide presence and leadingmarket positions in our three business segments: supermarkets, pharmacies and shopping centers. Oursupermarket chain is the second largest in Peru, based on revenues, and operates four formats, PlazaVea, Plaza Vea Super, Vivanda and EconoMax, that together target multiple socioeconomic categoriesof the Peruvian population. Our pharmacy chain is the largest in Peru, based on revenues, and operatesthe InkaFarma brand, the most recognized pharmacy brand and one of the most recognized brands inthe country. Through our Real Plaza shopping center brand, we operate the largest shopping centerchain in Peru, based on GLA. We develop and own real estate properties that contribute to our retailbusinesses and have a large portfolio of premium locations and sites for future expansion. Ourintegrated retail and shopping center platform allows us to attract growing consumer traffic throughour highly recognized retail brands and convenient locations, and enhances our ability to developcommercial sites and attract an optimal tenant mix. As a result, we believe we are in a strong positionto capitalize on Peru’s consumption growth to drive sales and profitability in all of our segments.

Our ultimate parent company is Intercorp Peru, one of Peru’s largest business groups, withactivities spanning financial services, retail and real estate. In 2001, Intercorp Peru began investing inthe Peruvian retail sector, attracted by its strong growth potential, increasing consumer purchasingpower and a relatively underpenetrated modern retail sector. We believe that being a locally-ownedand -operated group offers us the significant advantages of an exclusive focus on Peru and a deepunderstanding of the country in general and its retail and real estate markets in particular. On the basisof this vision, we have built our company into the premier Peruvian retailer it is today.

We believe that Peru offers attractive opportunities for significant growth based on itsmacroeconomic prospects, stable political environment, favorable demographic trends and emergingmiddle class, combined with a retail sector that continues to be underpenetrated by modern formats.Peru has been South America’s fastest growing country in terms of real GDP growth and is one of onlysix investment grade countries in the world with average annual real GDP growth over 7.0% from 2007to 2011, according to the IMF. Over these five years, approximately 20.0% of Peru’s population, nearly5.5 million people, has risen above the poverty level, according to INEI. During this same period, thepublicly disclosed aggregate sales of the seven largest modern retail companies in Peru have grown atan average annual rate of 16%, approximately 1.6 times faster than the average annual nominalPeruvian GDP growth rate. We focus on meeting the growing needs of Peruvian consumers who, asthey become wealthier and demand higher quality products and services, are shifting towards modern,formal retailers and away from the country’s traditional retail sector.

Our business segments have grown significantly through acquisitions and organic initiatives, whilesimultaneously improving profitability. Our first shopping center, Real Plaza Primavera, was opened inLima in 2001. We have since developed an additional 12 shopping centers, increasing GLA ten-fold toover 265,000 square meters as of June 30, 2012. In 2003, Intercorp Peru acquired SupermercadosPeruanos and successfully implemented its turnaround, from losses during that year to AdjustedEBITDA of S/. 176.3 million and net profit of S/. 35.5 million in 2011, and expanded its number ofstores from 35 at the time of acquisition to 78 as of June 30, 2012. We acquired InkaFarma in January2011 and since then have opened 82 pharmacies, increasing our total number of pharmacies to 466 asof June 30, 2012, while expanding our focus on higher margin private label sales. In addition, ourexisting land bank, which currently consists of over 288,000 square meters in 29 locations for near-termdevelopment of shopping centers and supermarkets, and our expertise in sourcing and securingadditional sites, are both critical advantages for our organic growth. Our current strategy is to groworganically by taking advantage of opportunities we identify throughout Peru, both through deeper

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penetration in our existing markets as well as by expanding our reach across socioeconomic andgeographic markets.

In 2011, we had combined revenues of S/. 4,242.2 million (approximately US$1,588.2 million),Adjusted EBITDA of S/. 312.7 million (approximately US$117.1 million), an Adjusted EBITDA marginof 7.4%, operating profit of S/. 263.6 million (approximately US$98.7 million) and net income ofS/. 123.6 million (approximately US$46.3 million). For the six months ended June 30, 2012 we hadcombined revenues of S/. 2,300.7 million (approximately US$861.3 million), Adjusted EBITDA ofS/. 179.2 million (approximately US$67.1 million), an Adjusted EBITDA margin of 7.8%, operatingprofit of S/. 131.7 million (approximately US$49.3 million) and net profit of S/. 49.7 million(approximately US$18.6 million).

Trends and Factors Affecting Our Results of Operations

Reorganization under Common Control

As a result of the Reorganization, we became the direct owner of InRetail RE, which is theholding company for the companies that comprise our shopping centers segment, consisting of RealPlaza, InRetail Properties Management, Interproperties Holding I, Interproperties Holding II andInterproperties Peru. Interproperties Holding I and Interproperties Holding II collectively own amajority participation in Interproperties Peru. We also became the direct owner of SupermercadosPeruanos, which, along with its subsidiaries Plaza Vea Sur S.A.C. and Peruana de Tiquetes S.A.C.,comprise our supermarkets segment. We continue to indirectly own InkaFarma and its subsidiaries andInmobiliaria, which comprise our pharmacies segment. As Intercorp Peru has maintained effectivecontrol over InRetail Peru and InRetail Peru’s subsidiaries throughout the Reorganization, thesetransactions qualify as being made among entities under common control under IFRS and qualify forthe pooling-of-interest method of accounting. Therefore, our combined financial statements appearingin this Offering Memorandum have been prepared under the assumptions that the Reorganization tookplace as of January 1, 2010 and that we were operating in each of 2010, 2011 and the six months endedJune 30, 2012. See our audited combined financial statements and related notes elsewhere in thisOffering Memorandum.

Comparability of Financial Results Before and After the InkaFarma Acquisition

We entered the pharmacies segment in January 2011 with the acquisition of InkaFarma. Therefore,this segment was not part of our 2010 financial results. As a consequence, our combined financialstatements for the year ended December 31, 2011 are not comparable to our combined financialstatements for the year ended December 31, 2010. The financial information for Eckerd Peru and itssubsidiaries and Inmobiliaria presented in this Offering Memorandum reflects the combined operationsof Eckerd Peru and its subsidiaries and Inmobiliaria as of and for the years ended December 31, 2010and 2011 and is derived from the audited combined financial statements of Eckerd Peru andInmobiliaria not included in this Offering Memorandum.

Developments in the Peruvian Economy

All of our operations are conducted in Peru. Accordingly, our results of operations and financialcondition are dependent upon economic conditions and, in particular, consumer spending in Peru.

According to the Central Bank of Peru, Peruvian real GDP grew 6.9% and 8.8% in 2011 and 2010,respectively, returning to the growth rates seen in 2007 and 2008 (8.9% and 9.8%, respectively), aftergrowing only 0.9% in 2009 due to the global financial and economic crisis. The Peruvian governmentadopted fiscal and monetary stimulus to mitigate the global financial and economic crisis and, as aresult, growth recovered in the fourth quarter of 2009, as reported by the Central Bank of Peru. Themain drivers of Peru’s recent economic performance have been strong domestic demand and privateinvestment.

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The table below sets forth additional details regarding Peru’s recent economic performance.

2011 2010

Peruvian real GDP growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9% 8.8%Internal demand growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2% 13.1%Private investment (real growth) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7% 22.1%Reference interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25% 3.00%Fiscal balance (% of GDP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9% (0.3)%CPI Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7% 2.1%

Sources: Central Bank of Peru, INEI and the Peruvian Economy and Finance Ministry.

In the second half of 2011, the Peruvian economy started to show signs of slowing down, driven bythe uncertainty in connection with the election of President Humala and expectations of a recession inEurope and the United States. As reported by the Central Bank of Peru, internal demand slowed downcompared to 2010, which had year-over-year growth of 13.1%, compared to 5.5% growth in the fourthquarter of 2011. However, the Peruvian government’s commitment to the current economic, fiscal andmonetary policies supported economic growth in 2011 and stabilized the country’s economy. In August2011, S&P upgraded Peru’s credit rating from BBB- to BBB. In October 2011, Fitch upgraded Peru’scredit rating from BBB- to BBB. In August 2012, Moody’s upgraded Peru’s credit rating from Baa3 toBaa2, maintaining the positive outlook. Peru’s credit ratings are subject to periodic review and wecannot assure you that the current ratings will not be revised or lowered in the future.

The reduction in fiscal spending implemented during 2010 by the Peruvian government resulted inincreased foreign reserves from US$33.2 billion in December 2009 to US$48.9 billion in December2011, as reported by the Central Bank of Peru. This, together with higher levels of liquidity in thefinancial system, can be used to alleviate impacts in Peru in the event of a severe liquidity crisis orglobal economic crisis.

Future economic, social and political developments in Peru, over which we have no control, couldhave a material adverse effect on us. See ‘‘Risk Factors—Risks Relating to Peru.’’

Competition

We operate in highly competitive businesses. We face direct competition in each of our segmentsin terms of, among other things, price, location, quality of products, product lines, physical amenities,rental fees, marketing and services provided to customers and tenants. For information on ourcompetitive positions in our segments, see ‘‘Industry—Supermarkets,’’ ‘‘Industry—Pharmacies’’ and‘‘Industry—Shopping Centers.’’

Seasonality

Historically, we have experienced distinct seasonal sales patterns at our supermarkets as well asour shopping centers (as a result of the reliance on the activity levels of department stores in theshopping centers) due to heightened consumer activity throughout the Christmas and New Year holidayseason. We promote the sale of non-food items at our supermarkets by discounting imported goods,such as toys, throughout the Christmas holiday season. The department stores from which our shoppingcenters earn variable lease payments have similar policies. Conversely, we usually experience a decreasein sales during the summer vacation months of January and February.

The seasonality of certain products in our pharmacies requires us to adopt specific sales andpromotional activities in order to achieve the best sales results.

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Drivers of Sales Growth

New Locations

During 2011, we opened 14 supermarkets (increasing our sales area by 21,940 square meters),48 pharmacies and two shopping centers and expanded two shopping centers (increasing our GLA by40,447 square meters). During the same period, we temporarily closed one Plaza Vea supermarket toprovide for a new shopping center location that will include Plaza Vea and InkaFarma stores and weclosed five discount stores as we phase out the Mass format (decreasing our sales area by 6,003 squaremeters). During the year ended 2010, we opened nine supermarkets (increasing our sales area by27,667 square meters) and five shopping centers, expanded one shopping center (increasing our GLAby 76,720 square meters) and increased our land bank by 63,255 square meters. The openings describedabove were primarily funded by a combination of operating cash flow and additional indebtedness andhave been the main drivers of our organic sales growth. During the six months ended June 30, 2012 weopened three supermarkets (increasing our sales area by 3,129 square meters), 39 pharmacies andexpanded two shopping centers (increasing our GLA by 13,235 square meters). During the sameperiod, we closed five pharmacies.

Same Store Sales Growth

We have experienced same store sales growth in our supermarkets and pharmacies segments. Forthe year ended December 31, 2011, compared to the year ended December 31, 2010, same store salesgrowth was 5.6% for our supermarkets segment and 4.7% for our pharmacies segment. For the sixmonths period ended June 30, 2012, compared to the same period ended June 30, 2011, same storesales growth was 5.0% for our supermarkets segment and 20.7% for our pharmacies segment.

Acquisitions

We acquired InkaFarma in January 2011. This acquisition substantially increased our revenues andAdjusted EBITDA. We expect to analyze additional acquisition opportunities as they become availableand fit our multi-format strategy.

Cost Structure

We have experienced and are experiencing increases in certain of our costs, including labor costs.For example, minimum wage increases in September 2011 and January 2012 significantly increased ourselling and administrative expenses. We are seeking to partially offset our cost increases with marginenhancements from operational efficiency initiatives or economies of scale; however we cannot assureyou that we will be able to do so.

Results of Operations

General

The following is a brief description of certain line items of our combined financial statements.

Revenues. Revenues include (1) net sales of products by our supermarkets and pharmacies,(2) rental income from our shopping center and in store tenants, and (3) services revenue fromreimbursable fees for management services paid by our shopping center tenants. Our revenues do notinclude suppliers’ discounts or rebates, which we account for as reductions to our cost of sales.

Cost of Sales. Our cost of sales include (i) for our supermarkets and pharmacies segments, cost ofproducts sold, inventory shrinkage (e.g., the loss of products between point of purchase from supplierand point of sale), supplier discounts and rebates and, to a lesser extent, (ii) for our shopping centerssegment, costs to provide services rendered to our tenants.

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Selling and Administrative Expenses. Selling and administrative expenses are composed of salaries,lease payments, packing and packaging, utilities, services, depreciation and amortization, advertising,promotions, provision for doubtful accounts and other expenses. For our supermarkets and pharmaciessegments, costs of providing services are also included in these expenses.

Financial Income. Our financial income primarily consists of foreign exchange gains. Additionally,it includes interest earned on cash held by our subsidiaries.

Financial Costs. Our financial costs primarily consist of interest payments related to financingactivities.

Other Operating Income. Other operating income primarily consists of gains and losses frommarking to market the values of investment properties in our shopping centers segment.

Six Months ended June 30, 2012 Compared to the Six Months ended June 30, 2011

The following table sets forth the main components of InRetail’s combined income statement inmillions of nuevos soles for the six months ended June 30, 2012 and 2011.

For the Six Monthsended June 30, Change

2012 2011 S/. %

(S/. in millions)

Revenues:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473.7 1,338.1 135.6 10.1Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 770.2 614.9 155.3 25.3Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67.5 49.6 17.9 36.0Intercompany transactions(1) . . . . . . . . . . . . . . . . . . . . . . . (10.7) (8.4) (2.3) 27.0

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,300.7 1,994.1 306.5 15.4Cost of sales:

Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,093.3) (1,001.4) (91.9) 9.2Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (552.8) (440.2) (112.6) 25.6Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.8) (14.6) (5.2) 35.5Intercompany transactions(2) . . . . . . . . . . . . . . . . . . . . . . . 0.2 — 0.2 —

Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,665.6) (1,456.1) (209.5) 14.4Gross profit:

Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380.4 336.7 43.8 13.0Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217.4 174.7 42.7 24.4Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.7 35.0 12.7 36.3Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . . (10.5) (8.4) (2.1) 25.0

Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635.1 538.0 97.1 18.0Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 29.3 (23.3) (79.6)Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (410.3) (364.2) (46.1) 12.7Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92.6) (87.8) (4.8) 5.5Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.4) (13.1) 6.6 (50.7)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131.7 102.2 29.5 28.9Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 9.5 14.2 150.5Financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76.1) (45.6) (30.4) 66.7Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29.6) (19.9) (9.6) 48.3

Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.7 46.0 3.7 7.9

(1) Relates primarily to revenues of our supermarkets segment from leasing sales area to our pharmacies segment and revenuesof our shopping centers segment from leasing sales area to our supermarkets segment and pharmacies segment. Thesetransactions are eliminated upon combination of our financial statements.

(2) Relates primarily to costs of sales of our shopping centers segment for leasing sales area to our supermarkets segment, andcost of sales of our supermarkets segment for leasing sales area to our pharmacies segment. These transactions areeliminated upon combination of our financial statements.

45

The following analysis compares InRetail’s results for the six months ended June 30, 2012 with thesix months ended June 30, 2011, and includes the impact of the acquisition of our pharmacies segmentin each of the main components of InRetail’s consolidated income statement.

Revenues

The S/. 306.5 million, or 15.4%, increase in revenues is due to:

• A S/. 135.6 million, or 10.1%, increase in supermarkets revenues. The factors leading to thisgrowth are an increase in same store sales of 5.0%, the opening of 11 stores during the secondhalf of 2011, and the opening of three stores in the first half of 2012 (an increase in sales areaof 21,449 square meters).

• A S/. 155.3 million, or 25.3%, increase in pharmacies revenues. The factors leading to thisgrowth are a S/.122.4 million, or 20.7%, increase in same store sales in the six months endedJune 30, 2012 and the opening of 30 stores during the second half of 2011, and the opening of34 stores in the first half of 2012, contributing S/. 31.2 million in revenues.

• A S/. 17.9 million, or 36.0%, increase in shopping centers revenues primarily due to the increasein revenues from existing shopping centers, the opening of one new shopping center and threeshopping center expansions (increasing our GLA by 40,449 square meters).

Cost of Sales

The S/. 209.5 million, or 14.4%, increase in cost of sales is primarily due to:

• A S/. 91.9 million, or 9.2%, increase in supermarkets cost of sales, lower than sales growth, as aresult of improved pricing terms from suppliers and more efficient promotional strategies.

• A S/. 112.6 million, or 25.6%, increase in pharmacies cost of sales, mainly due to the increase inrevenues.

• A S/. 5.2 million, or 35.5%, increase in shopping centers cost of sales.

Gross Profit

We define gross margin as gross profit as a percentage of revenues. As a result of the abovefactors, InRetail’s gross margin improved from 27.0% in the six months ended June 30, 2011 to 27.6%in the six months ended June 30, 2012, with an increase in gross profit of S/. 97.1 million. This changeis primarily due to:

• Gross margin for our supermarkets improved from 25.2% to 25.8% as a result of lower cost ofsales.

• Gross margin for our pharmacies decreased from 28.4% to 28.2% as a result of higher cost ofsales.

• Gross margin for our shopping centers improved from 70.7% to 71.6% as a result of lower costof sales.

46

Selling and Administrative Expenses

For the Six Monthsended June 30, Change

2012 2011 S/. %

(S/. in millions)

Selling and administrative expenses:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (336.0) (303.4) (32.6) 10.7Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (159.3) (139.3) (20.0) 14.4Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14.3) (11.2) (3.1) 27.8InRetail (holding company) expenses . . . . . . . . . . . . . . . . . . (3.2) (5.1) 1.9 0.0Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2 8.4 2.8 32.9Combination adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . (1.3) (1.5) 0.2 (12.5)

Total selling and administrative expenses . . . . . . . . . . . . . (502.9) (452.0) (50.9) 11.3

Selling and administrative expenses grew S/. 50.9 million, or 11.3%, decreasing from 22.7% as apercentage of total combined revenues in the six months ended June 30, 2011 to 21.9% in the sixmonths ended June 30, 2012. Selling expenses increased S/. 46.1 million, a 12.7% increase, andadministrative expenses increased S/. 4.8 million, a 5.5% increase. These changes are mainly due to:

• A S/. 32.6 million, or 10.7%, increase in supermarkets selling and administrative expenses,growing from 22.7% to 22.8% as a percentage of supermarkets revenues. The main factors thatimpacted our supermarkets selling and administrative expenses were:

• a larger number of stores in operation;

• additional temporary logistics costs due to our transition from a third-party operatedwarehouse to one operated by ourselves; and

• the increase of the minimum wage by 25% (12.5% in September 2011 and an additional11.1% in June 30, 2012) for approximately 10,200 of our supermarkets employees.

• A S/. 20.0 million, or 14.4%, increase in pharmacies selling and administrative expenses,decreasing from 22.7% to 20.7% as a percentage of pharmacies revenues. The main factors thataffected our pharmacies selling and administrative expenses were higher store, logistics andwarehousing expenses due to the new stores opened from July 1, 2011 to June 30, 2012. Thedecrease in selling and administrative expenses as a percentage of pharmacies revenues wasdriven by stricter expense controls and the dilution of fixed costs.

• A S/. 3.1 million, or 27.8%, increase in shopping centers selling and administrative expenses,mainly due to the opening of one new shopping center and the expansion in GLA of threeshopping centers.

Intercompany transactions are eliminated upon combination of our financial statements. Wemonitor the operating results of our business units separately for the purpose of making decisionsabout resource allocation and performance assessment.

Combination adjustments caption represents the necessary amounts that are included in thecombination process for the subsidiaries’ financial statements in order to show them as a single entityinstead of separate business units.

47

Other Operating Income (Expenses), Net

Other operating income (expenses), net, for InRetail resulted in expenses of S/. 1.9 million for thesix months ended June 30, 2012, compared to income of S/. 16.3 million in the six months endedJune 30, 2011. This decline is primarily due to:

• A S/. 6.9 million decrease in supermarkets other expenses, mainly due to the costs incurred bythe temporary closing and dismantling of a Plaza Vea store in Lima in the six months endedJune 30, 2011 to allow for the construction of a shopping center that will include new Plaza Veaand InkaFarma stores.

• A S/. 4.4 million decrease in pharmacies other expenses, mainly due to a one-time special bonuspaid to top management in the six months ended June 30, 2011 by the former owner ofInkaFarma related to the sale of the company (S/. 3.8 million) to InRetail.

• A decrease of S/. 32.7 million in other operating income, net in our shopping centers. Otheroperating income is generated primarily due to increases in the fair value of investmentproperties determined in accordance with IFRS. Other operating income from marking theinvestment properties to market was S/. 5.0 million for the six months ended June 30, 2012compared to S/. 33.6 million for the six months ended June 30, 2011. In addition, one-time otheroperating expenses of S/. 5.6 million were generated for the six months ended June 30, 2012 dueto the purchase of Huancayo, Trujillo, Juliaca and Primavera shopping centers’ rights of return.

Operating Profit

For the Six MonthsChangeended June 30,

2012 2011 S/. %

(S/. in millions)

Operating profit:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . 43.9 25.8 18.1 69.9Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . 57.8 30.7 27.1 88.2Shopping centers . . . . . . . . . . . . . . . . . . . . 35.2 58.3 (23.1) (39.6)InRetail (holding company) expenses . . . . . . (3.2) (5.1) 1.9 (36.4)Combination adjustments . . . . . . . . . . . . . . (2.0) (7.6) 5.6 (73.2)

Total operating profit . . . . . . . . . . . . . . . . 131.7 102.2 29.5 28.9

Our operating profit grew S/. 29.5 million, or 28.9%, with operating margin (defined as operatingprofit as a percentage of revenues) increasing from 5.1% in the six months ended June 30, 2011 to5.7% in the six months ended June 30, 2012. These changes are mainly due to:

• A S/. 18.1 million, or 69.9%, increase in supermarkets operating profit due to the increase ingross profit and the decrease in other operating expenses.

• A S/. 27.1 million, or 88.2%, increase in pharmacies operating profit, with operating marginimproving from 5.0% to 7.5% as a percentage of pharmacies revenues.

• A S/. 23.1 million, or 39.6%, decrease in shopping centers operating profit mainly due to thelower increase in the fair value of investment properties determined in accordance with IFRS forthe six months ended June 30, 2012 compared to the six months ended June 30, 2011.

Combination adjustments caption represents the necessary amounts that are included in thecombination process for the subsidiaries’ financial statements in order to show them as a single entityinstead of separate business units.

48

Financial Income (Expenses), Net

Financial income grew S/. 14.2 million, or 150.5%, in the six months ended June 30, 2012compared to the six months ended June 30, 2011 mainly as a result of foreign exchange gains. Due tothe effect of the appreciation of the nuevo sol relative to the U.S. dollar on our financial liabilitiesdenominated in U.S. dollars, we registered a net exchange gain of S/. 11.7 million in the six monthsended June 30, 2012, S/. 4.0 million higher than the net exchange gain registered in the six monthsended June 30, 2011.

Our financial expenses grew S/. 30.4 million, or 66.7%, increasing from 2.3% of our total combinedrevenues in the six months ended June 30, 2011 to 3.3% in the six months ended June 30, 2012. Themain factor that impacted our financial expenses is the increase in Supermercados borrowings fromS/ 459.2 million as of June 30, 2011 to S/ 639.4 million as of June 30, 2012 primarily used to financeour store openings. In November 2011, Supermercados Peruanos borrowed US$140.0 million pursuantto the Supermercados Loan Agreement (as defined below) to refinance debt at a higher interest rateand a longer tenor. This loan bears yearly interest of 8.875% and matures in 2018. We also incurredS/. 34.6 million in expenses related to financing for the acquisition of InkaFarma in January 2011. AUS$130.0 million bridge loan that InRetail took to acquire InkaFarma in January 2011 was paid in fullwith proceeds from the Intercorp Retail Notes (as defined below), and refinanced by a creditagreement at a higher interest rate and longer tenor. During 2011, InRetail RE signed theInterproperties Credit Agreement (as defined below) to finance the repayment of short-termobligations, the construction of new shopping centers and the purchase of operating assets fromInterseguro.

Income Tax Expense

We pay income tax based on the profit from sales and leasing revenues in our segments andcapital gains tax from realized gains or losses in the values of our investment properties. InRetail’sincome tax expense grew S/. 9.6 million, or 48.3%, in the six months ended June 30, 2012 compared tothe same period in 2011. Income tax as a percentage of income before taxes rose from 30.2% in the sixmonths ended June 30, 2011 to 37.3% in the six months ended June 30, 2012. This change is mainlyexplained by a S/. 7.1 million, or 64.6%, increase in our pharmacies income tax expense and a S/. 2.1million, or 40.7%, increase in our supermarkets income tax expense.

Net Profit

Our net profit increased S/. 3.7 million, or 7.9%, with profit margin (net profit as a percentage ofrevenues) decreasing from 2.3% in the six months ended June 30, 2011 to 2.2% in the six monthsended June 30, 2012. That change is primarily due to:

• A S/. 7.6 million, or 107.2%, increase in our supermarkets net profit.

• A S/. 20.6 million, or 103.2%, increase in our pharmacies net profit.

• A S/. 33.0 million, or 72.6%, decrease in our shopping centers net profit mainly caused by adecrease in other operating income generated primarily due to the lower increases in the fairvalue of investment properties determined in accordance with IFRS in the six months endedJune 30, 2012.

49

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

The following table sets forth the main components of InRetail’s combined income statement inmillions of nuevos soles for the twelve months ended December 31, 2011 and 2010.

For the Year endedDecember 31, Change

2011 2010 S/. %

(S/. in millions)

Revenues:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,820.1 2,423.4 396.8 16.4Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,333.4Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.4 83.9 30.4 36.2Intercompany transactions(1) . . . . . . . . . . . . . . . . . . . . . . . (25.7) (17.7) (8.0) 45.3

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,242.2 2,489.6 1,752.6 70.4

Cost of sales:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,089.8) (1,797.6) (292.2) 16.3Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (963.9)Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33.9) (23.9) (9.9) 41.5Intercompany transactions(2) . . . . . . . . . . . . . . . . . . . . . . . 0.2 — 0.2 —

Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,087.4) (1,821.6) (1,265.8) 69.5

Gross profit:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 730.3 625.7 104.5 16.7Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369.5Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80.5 60.0 20.5 34.1Intercompany transactions . . . . . . . . . . . . . . . . . . . . . . . . . . (25.5) (17.7) (7.8) 44.0

Total gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,154.8 668.0 486.7 72.9

Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.6 41.6 12.1 29.0Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (778.9) (464.5) (314.3) 67.7Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (151.9) (69.1) (82.8) 119.9Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14.0) (1.1) (12.9) 1136.3

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263.6 174.8 88.8 50.8Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.7 10.2 14.6 143.2Financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102.0) (43.9) (58.1) 132.3Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62.8) (35.6) (27.2) 76.5

Net Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.6 105.5 18.0 17.1

(1) Relates primarily to revenues of our supermarkets segment from leasing sales area to our pharmacies segment and revenuesof our shopping centers segment from leasing sales area to our supermarkets segment. These transactions are eliminatedupon combination of our financial statements.

(2) Relates primarily to costs of sales of our shopping centers segment for leasing sales area to our supermarkets segment, andcost of sales of our supermarkets segment for leasing sales area to our pharmacies segment. These transactions areeliminated upon combination of our financial statements.

InRetail entered the pharmacies segment in January 2011 with the acquisition of InkaFarma.Therefore, this segment was not part of InRetail’s 2010 results. The following analysis comparesInRetail’s results for the year ended December 31, 2011 with the year ended December 31, 2010, andincludes the impact of the acquisition of our pharmacies segment in each of the main components ofInRetail’s consolidated income statement.

50

Revenues

The S/. 1,752.6 million, or 70.4%, increase in revenues is primarily explained by:

• A S/. 396.8 million, or 16.4%, increase in supermarkets revenues. The factors leading to thisgrowth are an increase in same store sales of 5.6%, the opening of 14 stores during 2011 andthe full year operation of 9 stores that were opened during 2010.

• S/. 1,333.4 million from pharmacies revenues, which represented 31.4% of our total combinedrevenues (after excluding intercompany transactions).

• A S/. 30.4 million, or 36.2%, increase in shopping centers revenues primarily due to the increasein revenues from existing shopping centers, the opening of two new shopping centers, and twoshopping center expansions (increasing our GLA by 40,447 square meters) and the full year ofoperations of two shopping centers opened during 2010.

Cost of Sales

The S/. 1,265.8 million, or 69.5%, increase in cost of sales is mainly explained by:

• A S/. 292.2 million, or 16.3%, increase in supermarkets cost of sales, slightly lower than salesgrowth, as a result of improved pricing terms from suppliers and more efficient promotionalstrategies.

• S/. 963.9 million from pharmacies cost of sales, which represented 31.2% of our total combinedcost of sales (after excluding intercompany transactions).

• S/. 9.9 million, or 41.5%, increase in shopping centers cost of sales.

Gross Profit

We define gross margin as gross profit as a percentage of revenues. As a result of the abovefactors, InRetail’s gross margin improved from 26.8% in 2010 to 27.2% in 2011, with an increase ingross profit of S/. 486.7 million. This change is primarily explained by:

• Gross margin for our supermarkets improved from 25.8% to 25.9% as a result of lower cost ofsales.

• S/. 369.5 million of gross profit from our pharmacies, which represented 32.0% of totalcombined gross profit (after excluding intercompany transactions). Pharmacies gross margin was27.7%.

• S/. 80.5 million of gross profit from our shopping centers, which represented 7.0% of totalcombined gross profit. Shopping centers gross margin was 70.4%.

51

Selling and Administrative Expenses

For the Year endedChangeDecember 31,

2011 2010 S/. %

(S/. in millions)

Selling and administrative expenses:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . (628.9) (535.5) (93.4) 17.4Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . (289.5) — (289.5) 0.0Shopping centers . . . . . . . . . . . . . . . . . . . . (26.9) (14.0) (12.9) 92.2InRetail (holding company) expenses . . . . . . (10.4) — (10.4) 0.0Intercompany transactions . . . . . . . . . . . . . . 25.7 17.7 8.0 45.3Combination adjustments . . . . . . . . . . . . . . (0.8) (1.8) 1.0 (54.5)

Total selling and administrative expenses . (930.8) (533.6) (397.2) 74.4

Selling and administrative expenses grew S/. 397.2 million, or 74.4%, increasing from 21.4% as apercentage of total combined revenues in 2010 to 21.9% in 2011. Selling expenses increased S/. 314.3million, a 67.7% increase, and administrative expenses increased S/. 82.8 million, a 119.9% increase.These changes are mainly due to:

• A S/. 93.4 million, or 17.4%, increase in supermarkets selling and administrative expenses,growing from 22.1% to 22.3% as a percentage of supermarkets revenues. The main factors thatimpacted our supermarkets selling and administrative expenses were:

• a larger number of stores in operation;

• a one-time charge for the implementation of new SAP retail software;

• the rental expense of an additional warehouse since January 2011, to manage increasingactivity in our supply chain;

• the increase of the minimum wage by 22.7% (9.1% in January 2011 and an additional12.5% in September 2011) for approximately 10,200 of our supermarkets employees; and

• higher payroll expenses in line with additional hiring to strengthen our commercial andsupply chain teams.

• S/. 289.5 million from pharmacies selling and administrative expenses, which represented 31.1%of our total combined selling and administrative expenses revenues. Pharmacies selling andadministrative expenses were 21.8% of pharmacies revenues.

• A S/. 12.9 million, or 92.2%, increase in shopping centers selling and administrative expenses,mainly due to the opening of two new shopping centers and the expansion in GLA of twoshopping centers.

• S/. 10.4 million of InRetail (holding company) expenses associated with the InkaFarmaacquisition and related fees based on the Intercorp Retail Notes (as defined below). See‘‘—Liquidity and Capital Resources.’’

Intercompany transactions are eliminated upon combination of our financial statements. Wemonitor the operating results of our business units separately for the purpose of making decisionsabout resource allocation and performance assessment.

Combination adjustments caption represents the necessary amounts that are included in thecombination process for the subsidiaries’ financial statements in order to show them as a single entityinstead of separate business units.

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Other Operating Income (Expenses), Net

Other operating income (expenses), net, for InRetail resulted in income of S/. 39.6 million for theyear ended 2011, compared to income of S/. 40.4 million in 2010. This decline is primarily due to:

• A S/. 9.0 million increase in supermarkets other expenses, mainly due to the costs incurred bythe closing and dismantling of a Plaza Vea store in Lima to allow for the construction of ashopping center that will include new Plaza Vea and InkaFarma stores.

• A S/. 3.1 million net expense from pharmacies, which represented 7.9% of our total combinedother operating income (expenses), net.

• An increase of S/. 9.6 million in other operating income in shopping centers. Other operatingincome is generated primarily due to increases in the fair value of investment propertiesdetermined in accordance with IFRS. Other operating income in the shopping centers segmentwas S/. 62.7 million in 2011 and S/. 53.2 million in 2010.

Operating Profit

For the Yearended

December 31, Change

2011 2010 S/. %

(S/. in millions)

Operating profit:Supermarkets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.3 89.1 2.2 2.5Pharmacies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76.8Shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . 116.3 99.2 17.1 17.3InRetail (holding company) expenses . . . . . . . . . . . (10.4) — (10.4) —Intercompany transactions . . . . . . . . . . . . . . . . . . . — — — —Combination adjustments . . . . . . . . . . . . . . . . . . . . (10.4) (13.4) 3.0 (22.3)

Total operating profit . . . . . . . . . . . . . . . . . . . . . 263.6 174.8 88.8 50.8

Our operating profit grew S/. 88.8 million, or 50.8%, with operating margin (defined as operatingprofit as a percentage of revenues) decreasing from 7.0% in 2010 to 6.2% in 2011. These changes aremainly due to:

• A S/. 2.2 million, or 2.5%, increase in supermarkets operating profit. However, supermarketoperating margin decreased from 3.7% in 2010 to 3.2% in 2011, mainly due to the increase inselling and administrative and other expenses.

• S/. 76.8 million from pharmacies operating profit, which represented 29.1% of our totalcombined operating profit. Pharmacies operating margin was 5.8%.

• A S/. 17.1 million, or 17.3%, growth in shopping centers operating profit. Shopping centersoperating margin was 101.7% in 2011, mainly due to increases in the fair value of investmentproperties determined in accordance with IFRS.

Intercompany transactions are eliminated upon combination of our financial statements. Wemonitor the operating results of our business units separately for the purpose of making decisionsabout resource allocation and performance assessment. Therefore, the ‘‘Combination adjustments’’caption represents the necessary amounts that are included in the combination process for thesubsidiaries’ financial statements in order to show them as a single entity instead of separate businessunits.

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Financial Income (Expenses), Net

Financial income grew S/. 14.6 million, or 143.2%, in 2011 mainly as a result of foreign exchangegains. Due to the effect of the appreciation of the nuevo sol relative to the U.S. dollar on our financialliabilities denominated in U.S. dollars, we registered a net exchange gain of S/. 20.8 million in 2011,S/. 12.5 million higher than the net exchange gain registered in 2010.

Our financial expenses grew S/. 58.1 million, or 132.3%, increasing from 1.8% of our totalcombined revenues in 2010 to 2.4% in 2011. The main factor that impacted our financial expenses isthe increase in Supermercados outstanding borrowings from S/. 353.4 million as of December 31, 2010to S/. 662.2 million as of December 31, 2011 primarily used to finance our store openings. In November2011, Supermercados Peruanos borrowed US$140.0 million pursuant to the Supermercados LoanAgreement (as defined below) to refinance debt at a higher interest rate and a longer tenor. This loanbears yearly interest of 8.875% and matures in 2018. We also incurred S/. 34.6 million in expensesrelated to financing for the acquisition of InkaFarma in January 2011. A US$130.0 million bridge loanthat InRetail took to acquire InkaFarma in January 2011 was paid in full with proceeds from theIntercorp Retail Notes, and refinanced by a credit agreement at a higher interest rate and longer tenor.During 2011, InRetail RE entered into the Interproperties Credit Agreement to finance the repaymentof short-term obligations, the construction of new shopping centers and the purchase of operatingassets from Interseguro.

Income Tax Expense

We pay income tax based on the profit from sales and leasing revenues in our segments andcapital income tax from realized gains or losses in the values of our investment properties. InRetail’sincome tax expense grew S/. 27.2 million, or 76.5%, in the year ended December 31, 2011. Income taxas a percentage of income before taxes rose from 25.2% in 2010 to 33.7% in 2011. This change ismainly explained by a S/. 3.2 million, or 14.5%, increase in our supermarkets income tax expense,S/. 26.3 million from pharmacies income tax expense and a S/. 3.2 million, or 23.2%, decrease in ourshopping centers income tax expense.

Net Profit

Our net profit increased S/. 18.0 million, or 17.1%, with profit margin (profit as a percentage ofrevenues) decreasing from 4.2% in 2010 to 2.9% in 2011. That change is mainly explained by:

• S/. 43.5 million, or 129.1%, increase in combined net financial expenses.

• A S/. 7.3 million, or 17.1%, decrease in our supermarkets profit.

• S/. 50.5 million of profit from our pharmacies in 2011, which represented 40.9% of totalcombined profit. Pharmacies profit represented 3.8% of total pharmacies revenues in 2011.

• A S/. 9.5 million, or 12.6%, increase in our shopping centers profit.

Intercompany Transactions

Intercompany transactions are eliminated upon combination of our audited financial statements.Intercompany transaction revenues are revenues of our supermarkets segment from leasing sales areato our pharmacies segment and revenues of our shopping centers segment from leasing sales area toour supermarkets segment. Intercompany transaction costs are costs of sales of our shopping centerssegment for leasing sales area to our supermarkets segment, and cost of sales of our supermarketssegment for leasing sales area to our pharmacies segment.

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Eckerd Peru and Inmobiliaria

We acquired InkaFarma in January 2011. The financial information for Eckerd Peru andInmobiliaria presented in this Offering Memorandum reflects the combined operations of Eckerd Peruand Inmobiliaria as of and for the years ended December 31, 2010 and 2011 and is derived from theaudited combined financial statements of Eckerd Peru and Inmobiliaria not included in this OfferingMemorandum.

Year ended December 31, 2011 compared to the Year ended December 31, 2010

The following table sets forth the main components of Eckerd Peru and Inmobiliaria’s combinedincome statement in millions of nuevos soles for the year ended December 31, 2011 and 2010.

For the Year endedDecember 31, Change

2011 2010 S/. %

(S/. in millions)

Revenues: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,333.4 1,184.9 148.5 12.5Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . (963.9) (879.7) (84.2) 9.6

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . 369.5 305.2 64.3 21.1

Other operating income . . . . . . . . . . . . . . . . . . . 0.7 2.8 (2.0) (73.9)Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . (223.5) (183.7) (39.8) 21.7Administrative expenses . . . . . . . . . . . . . . . . . . . (66.0) (54.4) (11.7) 21.5Other operating expenses . . . . . . . . . . . . . . . . . . (3.9) (0.7) (3.2) 445.1

Operating profit . . . . . . . . . . . . . . . . . . . . . . . 76.8 69.2 7.6 11.0

Financial income . . . . . . . . . . . . . . . . . . . . . . . 0.9 1.2 (0.4) (29.2)Financial expenses . . . . . . . . . . . . . . . . . . . . . . (0.9) (2.5) 1.6 (64.3)Income tax expense . . . . . . . . . . . . . . . . . . . . . (26.3) (24.4) (1.9) 7.8

Net Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.5 43.6 7.0 16.0

Revenues

The S/. 148.5 million, or 12.5%, increase in revenues is primarily explained by:

• Same store sales growth of 4.7%, or S/. 53.2 million, during 2011.

• The opening of 48 new stores that contributed S/. 36.0 million in sales.

• The full year operation of 80 stores opened in 2010, which contributed S/. 70.1 million inadditional sales in 2011.

• A S/. 11.6 million decrease in corporate sales in 2011.

Cost of Sales

The S/. 84.2 million, or 9.6%, increase in cost of sales is mainly due to the increase in totalrevenues. However, cost of sales decreased from 74.2% to 72.3%, as a percentage of revenues mainlydue to:

• The increase in sales of products classified as high margin items.

• Improved pricing terms from suppliers, which led to S/. 12.3 million in savings in the purchasingcost of retail items.

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Gross Margin

Gross profit grew S/. 64.3 million, or 21.1%, in 2011, with gross margin improving from 25.8% to27.7% as a percentage of sales, mainly due to the reduction in cost of sales as a percentage of revenuesexplained above.

Selling and Administrative Expenses

Selling and administrative expenses increased S/. 51.5 million, or 21.6%, in 2011. As a percentageof net revenues, selling and administrative expenses grew from 20.1% to 21.7%. The main factorsaffecting selling and administrative expenses were an increase in store and warehouse payroll expensesas well as in transportation expenses associated with the new stores opened during 2011.

Other Income (Expenses), Net

Other income (expenses), net, resulted in a S/. 3.1 million expense mainly due to a one-timespecial bonus paid to top management related to the sale of the company (S/. 3.8 million).

Operating Profit

Operating profit grew S/. 7.6 million, or 11.0%, remaining at 5.8% of revenues in 2011.

Income Tax Expense

Eckerd Peru and its subsidiaries’ income tax grew S/. 1.9 million, or 7.8%, decreasing from 35.9%in 2010 to 34.2% in 2011 as a percentage of income before taxes.

Net Profit

Net Profit grew S/. 7 million, or 16%.

Liquidity and Capital Resources

General

Our principal sources of liquidity have historically been:

• cash generated by operations;

• short term credit extended by suppliers;

• short and long term financings from banks and the capital markets; and

• equity contributions.

Our principal cash requirements or uses (other than in connection with our operating activities)have historically been:

• the acquisition of, or investments in, companies engaged in the retail business; and

• capital expenditures for property, furniture, equipment, intangibles and investment properties.

At December 31, 2010, we had net working capital of S/. (425.8) million. At December 31, 2011,we had net working capital of S/. (361.5) million. Negative net working capital reflects a recurringsource of cash within the retail business where non-interest bearing credit is extended by suppliers inthe form of deferred payment terms to finance the retailer’s operations, including inventories andaccount receivables.

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We believe that our cash from operations, the net proceeds from this offering, our currentfinancing sources and cash and short-term deposits are sufficient to satisfy our capital expenditures anddebt service obligations in 2012 and 2013. We anticipate financing any future acquisitions or capitalexpenditures with cash from operations, future capital raises and additional indebtedness.

The table below sets forth the maturities of our financial obligations as of June 30, 2012:

Commitments and Contingencies

Payments Due in Period

Less Morethan than

Obligation Total 1 year 1 - 3 years 3 - 5 years 5 years

(S/. in millions)

Long term debt obligations(1) . . . . . . . . . . . . . . . . . . 1,507.0 — 276.0 56.4 1,174.6Short term debt obligations(1) . . . . . . . . . . . . . . . . . . 30.9 30.9 — — —Lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 162.3 37.5 81.2 42.6 1.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,700.1 68.4 357.2 99.0 1,175.6

(1) Short term obligations include short term portions of long term debt as of June 30, 2012.

The amounts shown in the table above represent existing contractual obligations only. Our actualexpenditures for certain of the items and periods are likely to substantially exceed the amounts shownabove.

Seasonality

Historically, we have experienced distinct seasonal patterns to our liquidity needs, which arehighest in the first and second quarters of our fiscal year. Liquidity needs are higher in the first quarterprimarily because payment becomes due for goods purchased in the previous quarter for the Christmasand New Year holidays. We also experience greater liquidity needs in the second quarter, as taxes arepaid during this period.

During the periods when we have increased liquidity needs, we obtain funding primarily throughshort-term bank borrowings, overdraft lines of credit and by reducing our cash outflows, primarily byreducing or suspending advance payments to suppliers.

Indebtedness

As of December 31, 2011, our outstanding combined short term obligations were S/. 79.7 millionand our outstanding combined long term obligations were S/. 1,481.4 million. During 2011, we madepayments of approximately S/. 430.4 million on our outstanding debt.

Below is a description of our material outstanding indebtedness as of June 30, 2012.

Interproperties Holding I Loan

Pursuant to a credit agreement between Interproperties Holding I and Deutsche Bank AG,London Branch (‘‘DB London’’) dated November 10, 2011 (the ‘‘Interproperties Credit Agreement’’),DB London made a US$185.0 million loan to Interproperties Holding I. This loan has a nominalannual interest rate of 8.75% (effective annual interest rate of 9.43%) and matures in 2023. TheInterproperties Credit Agreement is secured by most of the properties of Interproperties Holding I (inthe form of the physical assets of or certificates of participation in certain of our Arequipa, Huancayo,Trujillo, Chimbote, Primavera, Santa Clara, Salaverry, Juliaca and other properties). Interproperties

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Holding I is in compliance with all material terms of the Interproperties Credit Agreement as of thedate of this Offering Memorandum.

Intercorp Retail Trust Notes

Intercorp Retail Trust issued US$300.0 million aggregate principal amount of 8.875% seniorguaranteed notes on November 14, 2011 (the ‘‘Intercorp Retail Notes’’). The Intercorp Retail Noteswill mature on November 14, 2018. The Intercorp Retail Notes were issued under an indenture datedas of November 14, 2011 among Intercorp Retail Trustee, as trustee of the Intercorp Retail Trust (asIssuer), Intercorp Retail (as Parent Guarantor), the Subsidiary Guarantors named therein, The Bank ofNew York Mellon (as Trustee, Registrar, Paying Agent and Transfer Agent) and The Bank of New YorkMellon (Luxembourg) S.A. (as Luxembourg Paying Agent, Luxembourg Transfer Agent andLuxembourg Listing Agent). The Intercorp Retail Notes are guaranteed on a senior basis by the ParentGuarantor and the Subsidiary Guarantors named in the indenture. Intercorp Retail, our parent, is theParent Guarantor of the Intercorp Retail Notes. We and our subsidiaries Eckerd Peru and Inmobiliariaare subsidiary guarantors and restricted subsidiaries, and Supermercados Peruanos is a restrictedsubsidiary, under the terms of the indenture governing the Intercorp Retail Notes, as a result each ofthese entities is subject to the covenants described below. InRetail RE and its subsidiaries areunrestricted subsidiaries under the terms of the indenture and therefore not subject to such covenants.

Intercorp Retail Trust purchased a US$140.0 million participation in a Bank of America loan inNovember 2011 to Supermercados Peruanos with a portion of the proceeds from the offering of theIntercorp Retail Notes. This loan consists of two tranches, a senior tranche in the amount ofUS$100.0 million and a subordinated tranche in the amount of US$40.0 million. Pursuant to therelated loan agreement, Supermercados is required to make payments on the same terms andconditions (except for certain tax-related exceptions) and at the same rate of interest as the paymentsrequired to be made by Intercorp Retail Trust on the Intercorp Retail Notes. Supermercados Peruanosis in compliance with all material terms of the loan as of the date of this Offering Memorandum.

Intercorp Retail Trust also used US$130.0 million of the proceeds of the Intercorp Retail Notes tomake the loan to IFH Pharma Corp. (now InRetail Peru) described above.

The Intercorp Retail Notes are subject to covenants, redemption provisions and events of defaultthat are customary in the high yield bond markets, including limitations on debt incurrence, paymentrestrictions affecting restricted subsidiaries, dividends and other restricted payments, issuances ofguarantees by restricted subsidiaries, transactions with affiliates, liens, asset sales and mergers andconsolidations, and such limitations restrict our activities and those of our restricted subsidiaries.

Intercorp Retail Trust Loan

Pursuant to the IFH Pharma Corp. (now InRetail Peru) promissory note dated November 14, 2011(the ‘‘IFH Pharma Note’’), Intercorp Retail Trust made a US$130.0 million loan to IFH Pharma Corp(now InRetail Peru). Under the terms of the IFH Pharma Note, we are required to make payments onthe same terms and conditions (except for certain tax-related exceptions) and at the same rate ofinterest as the payments required to be made by Intercorp Retail Trust on the Intercorp Retail Notes(as defined above). We are in compliance with all material terms of the IFH Pharma Note as of thedate of this Offering Memorandum.

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Supermercados Peruanos

Subordinated Bonds Program

In November 2006, Supermercados Peruanos agreed to issue up to US$30.0 million ofsubordinated bonds under a program called ‘‘First Program of Subordinated Bonds.’’ SupermercadosPeruanos has issued subordinated bonds under this program as shown in the following table:

Principal NominalOutstanding Annual

Principal (at June 30, InterestDenomination Currency (at Issuance) 2012) Issuance Date Maturity Date Rate

First Issuance . . . U.S. dollars 12,000,000 12,000,000 July 12, 2007 July 14, 2014 7.50%Second Issuance . U.S. dollars 7,005,000 7,005,000 December 14, 2007 July 14, 2014 8.04%Third Issuance . . Nuevos Soles 21,540,000 21,540,000 December 14, 2007 July 14, 2014 8.49%

These subordinated bonds limit Supermercados Peruanos’ ability to take certain actions, includingto distribute profits and pay dividends if Supermercados Peruanos is in default of its obligations.Supermercados Peruanos is in compliance with all material terms of these bonds as of the date of thisOffering Memorandum.

Corporate Bonds Program

In October 2009, Supermercados Peruanos agreed to issue senior bonds for up to S/. 250.0 millionunder a program called ‘‘First Program of Corporate Bonds.’’ Supermercados Peruanos has issuedsenior bonds under this program as shown in the following chart:

Principal NominalOutstanding Annual

Principal (at June 30, InterestDenomination Currency (at Issuance) 2012) Issuance Date Maturity Date Rate

First Issuance . . . . . . . . Nuevos Soles 28,437,000 18,280,930 November 28, 2009 November 26, 2016 6.70%Second Issuance . . . . . . Nuevos Soles 57,090,000 42,817,500 November 26, 2009 November 26, 2019 7.75%

InRetail RE

Corporate Bonds

On June 25, 2012, InRetail RE issued corporate bonds for US$58.0 million which bear nominalannual interest of 8.0% and mature in 2015. InRetail RE is in compliance with all material terms ofthese bonds.

Sale Agreement of Jiron de la Union 600

On May 31, 2010, Interproperties Peru entered into, with Corporation Inmobiliaria de laUnion 600 S.A., a purchase agreement for the property located at Jiron de la Union 600 and JironCamana 16A, Cercado de Lima, for an amount of S/. 17.6 million, which must be paid over a120-month term ending February 28, 2020. As a consequence, there is a legal mortgage for the balanceof the price, over the commercial establishments located on the above-mentioned properties in favor ofCorporation Inmobiliaria de la Union 600 to guarantee the payment of the purchase price.

Primavera Medium Term Loan

Interproperties Peru borrowed US$12.0 million from Banco de Credito del Peru in November2011, which loan is to be repaid in 118 monthly installments starting November 2011. This loan bearsannual interest of 6.60%.

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Intercorp Peru Ltd.

InRetail Properties Management borrowed US$12.0 million from Intercorp Peru on June 27, 2012to purchase a property in Cusco. This loan is to be repaid with a promissory note due in three months(with automatic renewals). This loan bears annual interest of 5.0%.

Chiclayo Leasing

Interproperties Peru borrowed S/. 36 million from Banco de Credito del Peru in October 2009,which loan is to be repaid in 120 monthly installments starting October 2009. This loan bears annualinterest of 9.02%.

In addition, Interproperties Peru has signed a Memorandum of Understanding with Banco deCredito del Peru, for an additional amount not to exceed US$20.0 million.

Analysis of Cash Flows

The following table summarizes our generation and use of cash for the periods indicated.

For the Six Months For the Year endedended June 30, December 31,

2012 2011 2011 2010

(S/. in millions)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . 146.6 13.3 285.7 178.0Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . (123.9) 1,231.8 (1,500.0) (346.2)Net cash provided by financing activities . . . . . . . . . . . . . . . . . . (120.1) 1,169.7 1,449.3 149.8

Six Months ended June 30, 2012 Compared to the Six Months ended June 30, 2011

Including our cash flows from operations, cash flows from financing activities and cash flows frominvesting activities, we had a decrease in our net cash position resulting in a net cash outflow of S/. 97.3million for the six months ended June 30, 2012 compared to a net cash outflow of S/. 48.7 million forthe six months ended June 30, 2011.

Operating Activities. Our net cash flows provided by operations resulted in a net cash inflow ofS/. 146.6 million for the six months ended June 30, 2012 compared to S/. 13.3 million for the sixmonths ended June 30, 2011. This change was primarily due to an increase of inflows of S/. 2,238.3million from higher sales, which was partially offset by outflows of S/. 1,671.6 million from merchandisepayments.

Investing Activities. Our net cash flows used in investing activities resulted in a net cash outflowof S/. 123.9 million for the six months ended June 30, 2012 compared to S/. 1,231.8 million for the sixmonths ended June 30, 2011. This change was primarily due to S/. 86.2 million in cash outflowsassociated with the acquisition of property, furniture and equipment and S/. 55.3 million in cashoutflows associated with the acquisition of investment properties.

Financing Activities. Our net cash flows used in financing activities resulted in a net cash outflowof S/. 120.1 million for the six months ended June 30, 2012 compared to a net cash inflow of S/. 1,169.7million for the six months ended June 30, 2011. This change was primarily due to S/. 204.8 in cashoutflows associated with a deemed distribution and S/. 64.2 million in cash outflows associated withinterest paid, which were partially offset by S/. 155.2 million in cash inflows associated with the issuanceof bonds.

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

Including our cash flows from operations, cash flows from financing activities and cash flows frominvesting activities, we had an increase in our net cash position resulting in a net cash inflow ofS/. 235.0 million in 2011 compared to a net cash outflow of S/. 18.4 million in 2010.

Operating Activities. Our net cash flows provided by operations resulted in a net cash inflow ofS/. 178.0 million in 2010 compared to S/. 285.7 million in 2011. This change was primarily due to anincrease of inflows of S/. 4,111.9 million from higher sales, which was partially offset by outflows ofS/. 2,792.4 million from merchandise payments.

Investing Activities. Our net cash flows used in investing activities resulted in a net cash outflowof S/. 346.2 million in 2010 compared to S/. 1,500.0 million in 2011. This change was primarily due toS/. 1,109.3 million in cash outflows associated with our acquisition of InkaFarma.

Financing Activities. Our net cash flows provided by financing activities resulted in a net cashinflow of S/. 149.8 million in 2010 compared to S/. 1,449.3 million in 2011. This change was primarilydue to a S/. 1,516.8 million increase in financial obligations and a S/. 814.2 million increase in capitalcontributions, which were partially offset by S/. 430.4 million in amortization of financial obligations.

Capital Expenditures

The following table presents our combined capital expenditures related to property, furniture andequipment purchases of fixed assets, intangibles and investment properties for the periods indicated:

For theYear ended

December 31,

2011 2010

(S/. in millions)

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412.5 346.8

Our total capital expenditures were S/. 412.5 million in 2011 and S/. 346.8 million in 2010. In eachof these years, our capital expenditures were disbursed primarily to develop and expand oursupermarkets and shopping centers. As a result of these capital expenditures, we were able to open 14supermarkets and continue to develop our shopping centers in 2011.

We expect that our future capital expenditures will be financed by the net proceeds from thisoffering, operating cash flow, cash on hand, additional debt or a combination thereof. Our futurecapital expenditures will be affected by a variety of factors, including the rate of our projectedexpansion, competition and the cost and availability of any necessary financing.

Off-Balance Sheet Arrangements

For any of the periods presented, we did not have any off-balance sheet transactions, arrangementsor obligations with unconsolidated entities or otherwise that are reasonably likely to have a materialeffect on our business. In our combined financial statements, we record as liabilities the SupermercadosPeruanos loan from Bank of America totaling US$140.0 million and the IFH Pharma Note totalingUS$130.0 million. There is an additional US$30.0 million in respect of the guarantee by us and certainof our subsidiaries of the Intercorp Retail Notes that is a contingent liability and is not reflected on ourcombined balance sheet.

Quantitative and Qualitative Disclosures about Market Risk

For further information regarding our market risk, please see note 33 to our audited combinedfinancial statements elsewhere in this Offering Memorandum.

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Critical Accounting Policies

Critical accounting principles and practices used in the preparation of our financial statements aredescribed below. For additional information regarding these accounting principles, please see note 4.3to our audited combined financial statements elsewhere in this Offering Memorandum.

Basis of Presentation

Our combined financial statements have been prepared in accordance with IFRS as issued by theIASB.

We and our subsidiaries had previously prepared our financial statements in accordance withAccounting Principles Generally Accepted in Peru (‘‘Peruvian GAAP’’); however, this is the first timethat we have prepared our financial statements under the pooling-of-interest method; therefore, thesefinancial statements reflect the Reorganization prepared under IFRS.

The combined financial statements have been prepared on a historical cost basis, except forinvestment properties, derivative financial instrument and available-for-sale investment that have beenmeasured at fair value. The combined financial statements are presented in nuevos soles and all valuesare rounded to the nearest thousand (S/.(000)), except when otherwise indicated.

Basis of Combination

The combined financial statements comprise the financial statements of the Company and itssubsidiaries as of the date of Reorganization (August 13, 2012); as result, before such date thesestatements are deemed combined financial statements.

Subsidiaries are fully combined from the date of acquisition, which is the date on which weobtained control, and continue to be combined until the date when such control ceases. The financialstatements of the subsidiaries are prepared for the same period as the parent company, using consistentaccounting policies. All intra-group balances, transactions, unrealized gains and losses resulting fromintra-group transactions and dividends are eliminated in full.

The non-controlling interests have been determined in proportion to the participation of minorityshareholders in the net equity and the results of the subsidiaries in which they hold shares, and theyare presented separately in the combined statement of financial position and the combined statementof comprehensive income.

Losses within a subsidiary are attributed to the non-controlling interest even if that results in adeficit balance. A change in the ownership interest of a subsidiary, without a loss of control, isaccounted for as an equity transaction.

Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisitionis measured as the total consideration transferred, measured at acquisition date fair value and theamount of any non-controlling interest in the acquiree. For each business combination, we electwhether we measure the non-controlling interest in the acquiree either at fair value or at theproportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensedand included in administrative expenses.

When we acquire a business, we assess the financial assets and liabilities assumed for appropriateclassification and designation in accordance with the contractual terms, economic circumstances andpertinent conditions as at the acquisition date.

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Goodwill is initially measured at cost, being the excess of the aggregate of the considerationtransferred and the amount recognized for non-controlling interest over the net identifiable assetsacquired and liabilities assumed. If this consideration is lower than the fair value of the net assets ofthe subsidiary acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Forthe purpose of impairment testing, goodwill acquired in a business combination is, from the acquisitiondate, allocated to each of our cash-generating units that are expected to benefit from the combination.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit isdisposed of, the goodwill associated with the operation disposed of is included in the carrying amountof the operation when determining the gain or loss on disposal of the operation. Goodwill disposed ofin this circumstance is measured based on the relative values of the operation disposed of and theportion of the cash-generating unit retained.

Business combinations and other sales of companies or businesses between entities under commoncontrol are recorded using the pooling-of-interest method, because there has been no effective changein control over the companies or business. In accordance with the pooling-of-interest method, thebalances of the financial statements of the merged companies or business, both in the period in whichthe merger occurs as well as the other periods presented in comparative form, are presented as if theyhad merged since the beginning of the oldest period that is presented; consequently, it is consideredthat the merger occurred January 1, 2010 (date of transition to IFRS) and the assets, liabilities andequity were added at that date using their book values considering the exemptions applicable in theirIFRS adoption process.

Inventories

Inventories are valued at the lower of cost and net realizable value. Commercial discounts, pricereductions and other similar items decrease the acquisition cost. Cost is determined by applying theaverage cost method, except in the case of inventory in transit, which is presented at its specificacquisition cost.

Net realizable value is the estimated selling price in the ordinary course of business, less estimatedcosts of completion and estimated costs necessary to make the sale.

Reductions in cost of inventories to net realizable value are recorded as a provision for impairmentof inventories, in the caption ‘‘Cost of sales’’ in the combined income statement in the period in whichsuch reductions occur.

Property, Furniture and Equipment

Property, furniture and equipment is stated at cost, net of the accumulated depreciation and/oraccumulated impairment losses, if any. The historical acquisition cost includes expenses that are directlyattributable to the acquisition of assets. Such cost includes the cost of replacing component parts of theproperty, furniture and equipment and borrowing costs for long-term construction projects if therecognition criteria are met.

When significant parts of property, furniture and equipment are required to be replaced atintervals, we derecognize the replaced part, and recognize the new part with its own associated usefullife and depreciation. Likewise, when a major inspection is performed, its cost is recognized in thecarrying amount of the equipment as a replacement if the recognition criteria are satisfied. All otherrepair and maintenance costs are recognized in the income statement as incurred. The present value ofthe expected cost for the decommissioning of the asset after its use is included in the cost of therespective asset if the recognition criteria for a provision are met.

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Land is not depreciated. Depreciation is calculated on a straight-line basis over the estimateduseful lives described below:

Property subject to Depreciation Years

Buildings infrastructure and facilities . . . . . . . . . . . . . . . . . . . . Between 20 and 50Miscellaneous equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . Between 4 and 10Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Between 2 and 10

An item of property, furniture and equipment and any significant part initially recognized isderecognized upon disposal or when no future economic benefits are expected from its use or disposal.Any gain or loss arising on derecognition of the asset (calculated as the difference between the netdisposal proceeds and the carrying amount of the asset) is included in the income statement when theasset is derecognized.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financialyear end and adjusted prospectively, if appropriate.

Work in progress represents buildings in construction and is recorded at cost. This includes theconstruction cost and other direct costs. Work in progress does not depreciate until relevant assets areconcluded and operative.

Investment Properties

Investment property comprises completed property and property under construction orredevelopment held to earn rentals or for capital appreciation or both.

Investment properties are measured initially at cost, including transaction costs. Transaction costsinclude transfer taxes, professional fees for legal services and initial leasing commissions to bring theproperty to the condition necessary for it to be capable of operating. The carrying amount also includesthe cost of replacing part of an existing investment property at the time that cost is incurred if therecognition criteria are met.

Subsequent to initial recognition, investment properties are stated at fair value, which reflectsmarket conditions at the reporting date. Gains or losses arising from changes in the fair values ofinvestment properties are included as ‘‘Other income’’ in the income statement in the period in whichthey arise. Fair values are evaluated periodically by management, based on discounted cash flows overthe benefits that are expected to be obtained from these investments. Fair values of investmentproperty under construction or investment property held to operate in the future are evaluatedperiodically by an accredited external independent valuer applying a recognized valuation model.

Investment properties are derecognized when either they have been disposed of or when theinvestment property is permanently withdrawn from use and no future economic benefit is expectedfrom its disposal. The difference between the net disposal proceeds and the carrying amount of theasset is recognized in the income statement in the period of derecognition.

Transfers are made to or from investment property only when there is a change in use. For atransfer from investment property to owner-occupied property, the deemed cost for subsequentaccounting is the fair value at the date of change. If owner-occupied property becomes an investmentproperty, we account for such property in accordance with the policy stated under property, furnitureand equipment up to the date of change in use.

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Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost ofintangible assets acquired in a business combination is their fair value as at the date of acquisition.Following initial recognition, intangible assets are carried at cost less accumulated amortization andaccumulated impairment losses, if any. Internally generated intangible assets are not capitalized andexpenditure is reflected in the income statement in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over their useful economic lives and assessed forimpairment whenever there is an indication that the intangible asset may be impaired. The amortizationperiod and the amortization method for an intangible asset with a finite useful life is reviewed at leastat the end of each reporting period. Changes in the expected useful life or the expected pattern ofconsumption of future economic benefits embodied in the asset is accounted for by changing theamortization period or method, as appropriate, and are treated as changes in accounting estimates. Theamortization expense for intangible assets with finite lives is recognized in the income statement in theexpense category consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairmentannually, either individually or at the cash-generating unit level. The assessment of indefinite life isreviewed annually to determine whether the indefinite life continues to be supportable. If not, thechange in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the differencebetween the net disposal proceeds and the carrying amount of the asset and are recognized in theincome statement when the asset is derecognized.

Impairment of Non-Financial Assets

We assess at each year end whether there is an indication that an asset may be impaired. If anyindication exists, or when annual impairment testing for an asset is required, we estimate the asset’srecoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s(CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unlessthe asset does not generate any cash inflows that are largely independent of those from other assets orgroup of assets. When the carrying amount of an asset or CGU exceeds its recoverable value, the assetis considered impaired and is written down to its recoverable amount. In assessing value in use, theestimated future cash flows are discounted to their present value using a pre-tax discount rate thatreflects current market assessments of the time value of money and the risks specific to the asset. Indetermining fair value less costs to sell, recent market transactions are taken into account, if available.If no such transactions can be identified, an appropriate valuation model is used.

We base our impairment calculation, if needed, on detailed budgets and forecast calculations whichare prepared separately for each of our cash-generating units to which the individual assets areallocated. These budgets and forecast calculations are generally covering a period of five years. Forlonger periods, a long term growth rate is calculated and applied to project future cash flows after thefifth year.

Impairment losses of continuing operations, including impairment on inventories, are recognized inthe income statement in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill and intangibles with indefinitive useful lives, an assessment is madeat each reporting date as to whether there is any indication that previously recognized impairmentlosses may no longer exist or may have decreased. If such indication exists, we estimate the asset’s orcash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if

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there has been a change in the assumptions used to determine the asset’s recoverable amount since thelast impairment loss was recognized. The reversal is limited so that the carrying amount of the assetdoes not exceed its recoverable amount, nor exceed the carrying amount that would have beendetermined, net of depreciation, had no impairment loss been recognized for the asset in prior years.Such reversal is recognized in the income statement unless the asset is carried at a revalued amount, inwhich case the reversal is treated as a revaluation increase.

Goodwill and Intangible Assets with Indefinite Useful Lives

Goodwill and intangible assets with indefinite useful lives are tested for impairment at leastannually (as at December 31) and more frequently when circumstances indicate that the carrying valuemay be impaired.

Impairment is determined by assessing the recoverable amount of each cash-generating unit (orgroup of cash-generating units). When the recoverable amount of the cash generating unit is less thantheir carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill andintangible assets with indefinite useful lives cannot be reversed in future periods.

Current Income Tax

Current income tax assets and liabilities for the current period are measured at the amountexpected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used tocompute the amount are those that are enacted or substantively enacted, at the reporting date in thecountries where InRetail Peru operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity andcomprehensive income and not in the income statement. Management periodically evaluates positionstaken in the tax returns with respect to situations in which applicable tax regulations are subject tointerpretation and establishes provisions where appropriate.

Deferred Income Tax

Deferred income tax is provided using the liability method on temporary differences at thereporting date between the tax bases of assets and liabilities and their carrying amounts for financialreporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred tax liability arises from the initial recognition of goodwill or of an asset orliability in a transaction that is not a business combination and, at the time of the transaction,affects neither the accounting profit nor taxable profit or loss;

• in respect of taxable temporary differences associated with investments in subsidiaries, associatesand interests in joint ventures, where the timing of the reversal of the temporary differences canbe controlled and it is probable that the temporary differences will not reverse in the foreseeablefuture.

Deferred tax assets are recognized for all deductible temporary differences, carry forward ofunused tax credits and unused tax losses, to the extent that it is probable taxable profit will be availableagainst which the deductible temporary differences, and the carry forward of unused tax credits andunused tax losses can be utilized, except:

• where the deferred tax asset relating to the deductible temporary difference arises from theinitial recognition of an asset or liability in a transaction that is not a business combination and,at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

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• in respect of deductible temporary differences associated with investments in subsidiaries,associates and interests in joint ventures, deferred tax assets are recognized only to the extentthat it is probable that the temporary differences will reverse in the foreseeable future andtaxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to theextent that it is no longer probable that sufficient taxable profit will be available to allow all or part ofthe deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reportingdate and are recognized to the extent that it has become probable that future taxable profits will allowthe deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in theyear when the asset is realized or the liability is settled, based on tax rates (and tax laws) that havebeen enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss.Deferred tax items are recognized in correlation to the underlying transaction either in othercomprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to setoff current tax assets against current income tax liabilities and the deferred taxes relate to the sametaxable entity and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separaterecognition at that date, would be recognized subsequently if new information about facts andcircumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as itdoes not exceed goodwill) if it is incurred during the measurement period or in profit or loss.

Contingencies

A contingent liability is disclosed when the existence of an obligation shall only be confirmed byfuture events or when the amount of the obligation cannot be measured with sufficient reliability.Contingent assets are not recognized but are nonetheless disclosed when it is probable that aneconomic benefit to us emerges.

Given their nature, contingencies shall only be settled when one or more future events occur ornot. The determination of contingencies involves inherently the exercise of judgment and thecalculation of estimates of the results of future events.

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12SEP201221261055 12SEP201221260917

12SEP201221261455 17SEP201214442902

INDUSTRY

Evolution of the Peruvian Retail Sector

As a result of Peru’s economic development, the retail sector has experienced a transformationover the past decade, growing from an estimated aggregate size of S/. 85.5 billion in 2001 toS/. 176.5 billion in 2011, according to Planet Retail. The modern retail market has expanded nationwidedue to an increase in the number of shopping centers and other modern retail formats.

Peru has one of the most dynamic consumer markets in Latin America, benefiting from: (1) arapidly growing economy with a 7.1% average annual real GDP growth rate over the last five years,compared with 1.5% for Mexico, 3.9% for Chile, 4.2% for Brazil, and 4.4% for Colombia, according tothe IMF; (2) increasing purchasing power as measured by GDP per capita, which has more thandoubled since 2004, according to the IMF; and (3) a socioeconomic transformation, with approximately20% of Peru’s population, nearly 5.5 million people, having risen above the poverty level in the last fiveyears and the upper and middle classes (roughly equivalent to the A, B and C socioeconomiccategories) having expanded from approximately 20% of households in 2003 to approximately 29% in2011, which represents a 59% increase or approximately 3.2 million additional people.

The following charts set forth the evolution of Peru’s GDP and inflation between 2007 and 2011compared to certain other Latin American countries, as well as the growth in purchasing power andshifts in socioeconomic categories in Peru over the last five years.

Latin America Average GDP Growth (’07-’11) Latin America Average Inflation (’07-’11)

7.1%

1.5%

3.9%4.2%4.4%

Real GDP Growth (%)

Peru Colombia Brazil Chile Mexico

5.4%

3.5%4.2%4.4%

4.5%

PeruColombiaBrazil ChileMexico

Source: The International Monetary Fund Source: The International Monetary Fund

Purchasing Power Population by Socioeconomic Category

58.5%55.6%

49.1%

42.4%

37.3%

33.5%30.8%

27.8%2.9

3.3

3.8

4.4

4.4

5.8

5.2

2.6

20%

30%

40%

50%

60%

2004 2005 2006 2007 2008 2009 2010 20112.0

3.0

4.0

5.0

6.0

Poverty rate (%) GDP per capita (US$ 000)

E

A/B

SocioeconomicCategory

2003 2011

C

D

51%

5%

15%

29%

41%

9%

20%

30%

Source: INEI and the International Monetary Fund Source: Ipsos-Apoyo

(1) Poverty rate is the percentage of the population that is below the poverty line. The poverty line isdetermined by INEI to be expenses of S/.272 per person per month.

(2) The percent of urban population represents the percentage of the population residing insettlements with 2,000 or more inhabitants.

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14SEP201217081848

Sales of the seven largest modern retail companies in Peru who publicly disclose sales figures havegrown at an average annual rate of 16%, approximately 1.6 times faster than the average annualnominal Peruvian GDP growth rate of 9.7% during the past five years (2007-2011), according to theCentral Bank of Peru. The IMF projects that over the next five years (2012-2016), Peruvian real GDPgrowth will continue increasing at an average annual rate of 5.9% per year, exceeding the 3.9% averageannual growth rate expected for the region (defined as the weighted average real GDP growth of Chile,Brazil, Colombia and Mexico over the same projected period). In addition, the Central Bank of Peruhas projected Peru’s real GDP to grow by 5.8% and 6.2% in 2012 and 2013, respectively.

The Peruvian retail market continues to exhibit substantial growth potential, as evidenced by:(1) its low modern retail penetration (20% of the retail market compared to 63% in Chile, both for thefirst three months of 2012, according to ILACAD, (2) its underdeveloped supermarket footprint (17square meters per 1,000 inhabitants compared to 61 in Chile as of 2010, according to ApoyoConsultorıa, (3) low healthcare expenditure per capita (US$269 compared to an average of US$947 forChile as of 2010, according to the World Bank), and (4) its underserved shopping center market (1.5shopping centers per million inhabitants as compared to 2.9 in Chile, both as of 2011, according to theACCEP).

The following chart sets forth retail penetration in Peru and a comparison with certain other LatinAmerican countries:

Retail PenetrationInformal

Peru

20%

80%

42%

58%

42%

58%

52%

48%

53%

47%

69%

31%

ColombiaBrazil ChileMexicoArgentina

Formal

Source: ILACAD

Supermarkets

We compete in the modern supermarket industry on the basis of price, location, quality ofproducts, product lines, physical amenities, service, product variety and store conditions. We face strongcompetition from international and domestic operators of supermarkets, local and regional supermarketchains, small family-owned neighborhood stores, traditional markets and street vendors.

The modern supermarket industry aggregate size is estimated to be approximately US$3.0 billionas of December 31, 2011, and has grown at an estimated compounded annual growth rate ofapproximately 12.9% from 2008 to 2011, according to Equilibrium. As of December 31, 2011, thePeruvian modern supermarket industry was composed of approximately 176 stores nationwide, includinghypermarkets and supermarkets, with nearly 554 thousand square meters of sales area, according topublicly available information.

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We believe that the supermarket industry has significant growth potential in Peru, due to itsrelatively low penetration rates compared to other countries in Latin America. When supermarketshave opened in underserved areas of Peru, customers tend to migrate from smaller stores andtraditional street markets which provide a significant initial market base. As of June 30, 2011,supermarket sales area per capita accounted for only 17 square meters per 1,000 inhabitants in Peru,according to Apoyo Consultorıa, lower than in other Latin American countries.

The chart below sets forth the sales area per capita for modern supermarket chains in squaremeters per 1,000 inhabitants throughout certain Latin American countries as of June 30, 2011.

SupermarketSales AreaPer Capita

(square meters/1,000inhabitants)

Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Source: Apoyo Consultorıa

The modern supermarket retail industry in Peru is highly consolidated. As of December 31, 2011,only three national supermarket chains operated in Peru’s modern supermarket retail sector:Supermercados Peruanos, owned by us; Cencosud Peru, a Chilean retail company with operations inArgentina, Brazil, Chile and Peru; and Hipermercados Tottus, controlled by Falabella, a Chilean retailcompany with operations in Argentina, Chile, Colombia and Peru. As of December 31, 2011, thesethree supermarkets chains operated 176 stores throughout the country.

The following table sets forth information on the three supermarket chains in Peru as of and forthe year ended December 31, 2011:

Total sales area(000 square 2011 Net Sales 2011 Market

Stores meters) (S/. in millions) Share

Cencosud Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 233.2 3,641 43.5%Supermercados Peruanos . . . . . . . . . . . . . . . . . . . . 75 204.3 2,787 33.3%Hipermercados Tottus . . . . . . . . . . . . . . . . . . . . . . 27 116.2 1,938 23.2%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176 553.6 8,366 100.0%

Source: Cencosud Peru and Hipermercados Tottus information based on their public filings.

Cencosud Peru is the largest and oldest of the three national supermarket chains. It startedoperations as a small corner store in the 1942, and has grown organically during the last three decades.Originally owned and operated by the Wong family, it was sold to Cencosud in December 2007.Cencosud Peru operates three main store formats.

Supermercados Peruanos started operations as Scala in 1979. In 1993, it was acquired by the SantaIsabel supermarket chain from Chile. Since then, it underwent several ownership changes, until beingacquired by Intercorp Peru in 2003.

Hipermercados Tottus was Falabella’s first foray into the supermarket business. It started as agreenfield operation in 2004, and has since grown significantly. Hipermercados Tottus operates bothhypermarket and supermarket formats with a strong focus on non-food items.

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Pharmacies

We compete in the pharmacy retail industry on the basis of price, location, quality of products,product lines (including private label products), physical amenities, service, product variety and storeconditions. We face strong competition from other pharmacy chains, independent pharmacies,telephone-order prescription providers and various other retailers.

Peru’s pharmacy retail industry consists of pharmacy chains and modern independent pharmacies.According to IMS Health, InkaFarma has a market share of 47% of the country modern retailpharmacy sales. Therefore, the total market is estimated to amount US$1,741 million in 2011. Saleshave grown at an estimated compounded annual rate of approximately 14.2% during the two yearsended December 31, 2011, based on this same source. According to IMS Health, the total number ofpharmacy stores in Peru was 9,292 (1,543 were pharmacy chains and 7,749 were independent pharmacystores).

Despite its recent strong growth, Peru’s healthcare expenditures are still significantlyunderpenetrated as demonstrated by Peru’s per capita healthcare expenditure, which is well belowcertain other Latin American countries. As of 2010, Peru’s per capita healthcare expenditure wasUS$269, compared to US$990 in Brazil, US$947 in Chile, US$742 in Argentina, US$604 in Mexico andUS$472 in Colombia, according to the World Bank.

Due to the increase of life expectancy and growing middle class, Peru presents favorabledemographic characteristics for our pharmacy retail business.

The following table sets forth information about healthcare expenditures in Peru and certain otherLatin American countries for 2010:

Healthcare Healthcareexpenditure expenditureper capita as % of

Country (US$) GDP

Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269 5.1%Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472 7.6%Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 604 6.3%Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742 8.1%Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947 8.0%Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990 9.0%

Source: World Bank, 2010

Pharmacy retail chains in Peru accounted for approximately 60% of the total brandedpharmaceutical sales of the pharmacy retail market for 2011, while independent and individually ownedpharmacies accounted for the remaining 40%, according to IMS Health. Main industry players includeInkaFarma, Boticas Fasa, MiFarma and BTL controlled by Quimica Suiza and Boticas Arcangelcontrolled by Albis S.A.

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The table below sets forth market share information for the pharmaceutical market in Peru, whichis based on IMS Health information and our management’s estimates as of December 31, 2011.

Market share(% of

pharmaceuticalsales)

Formal:InkaFarma(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47%Mifarma/Fasa/BTL(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22%Arcangel(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14%Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16%

Total formal(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60%Total informal(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40%

(1) Source: IMS Health

(2) Figures are estimated based on transactions measured by InkaFarma as of 2011.

Shopping Centers

We compete in the shopping center industry on the basis of location, entertainment, services andrental fees. We face strong competition from shopping center chains and other international anddomestic operators of shopping centers.

As of December 2011, the Peruvian shopping center industry consisted of 45 shopping centers ofwhich, 26 shopping centers were located inside and 19 outside the Lima metropolitan area, with a totalGLA of 1,431,000 square meters and total annual gross retail tenant’s sales of US$4,427 million,according to the ACCEP.

The Peruvian shopping center industry has experienced strong growth during recent years. Thenumber of shopping centers and gross leasable area has grown at an estimated compounded annualrate of approximately 15.8% and 31.3%, respectively, during the four years ended December 31, 2011,according to the ACCEP. Additionally, gross sales in shopping centers have grown at an estimatedcompounded annual rate of approximately 24.6% during this same period. According to the ACCEP,during 2011, Peruvian shopping centers received approximately 31.2 million visitors per month morethan 20% increase over the visitors per month received in 2010. According to the ACCEP, theindustry’s total investment during 2011 reached US$326 million representing a 10.9% growth over 2010.Approximately 58.6% of this investment was outside the Lima metropolitan area.

Despite recent growth, Peruvian shopping center penetration is still low when compared to certainother Latin American countries. For the year 2010, Peruvian shopping center sales represented 13.0%of total retail sales in Peru, which is below other Latin American countries such as Chile (21.0%),Brazil (18.0%) and Argentina (17.0%), according to the ACCEP. Furthermore as of 2011, the ACCEPestimated that there were in Peru approximately 1.5 shopping centers per million inhabitants comparedto 2.9 in Chile, 2.2 in Brazil and 2.4 in Argentina.

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The following table sets forth information about shopping center penetration in Peru and certainother Latin American countries.

Shopping centers Number ofsales as % of shopping centers

total retail per millionCountry sales (2010) people (2011)

Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0% 1.5Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.0% 2.4Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.0% 2.2Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0% 2.9Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3.2

Source: ACCEP

According to the ACCEP, the main players in the Peruvian shopping center industry include: RealPlaza with 18.2% of total GLA (based on operated GLA, including shopping centers owned by thirdparties), Open Plaza controlled by Falabella with 15.4% of total GLA and Mall Aventura Plazacontrolled by Falabella and Ripley with 12.1% of total GLA. Real Plaza manages the largest number ofshopping centers in Peru compared to all other operators.

The following table sets forth information about our shopping center division and our maincompetitors in Peru as of December 31, 2011:

AverageMonthly

Market VisitorsShare(1) (millions)

Real Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.2% 6.9Open Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.4% 4.4Aventura Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1% 2.8Jockey Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7% 2.5Megaplaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7% 3.0San Miguel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9% 2.7ParqueArauco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9% 2.0Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.1% 1.3

Source: ACCEP

(1) Based on GLA operated.

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BUSINESS

Overview

We are a multi-format retailer operating exclusively in Peru with nationwide presence and leadingmarket positions in our three business segments: supermarkets, pharmacies and shopping centers. Oursupermarket chain is the second largest in Peru, based on revenues, and operates four formats, PlazaVea, Plaza Vea Super, Vivanda and EconoMax, that together target multiple socioeconomic categoriesof the Peruvian population. Our pharmacy chain is the largest in Peru, based on revenues, and operatesthe InkaFarma brand, the most recognized pharmacy brand and one of the most recognized brands inthe country. Through our Real Plaza shopping center brand, we operate the largest shopping centerchain in Peru, based on GLA. We develop and own real estate properties that contribute to our retailbusinesses and have a large portfolio of premium locations and sites for future expansion. Ourintegrated retail and shopping center platform allows us to attract growing consumer traffic throughour highly recognized retail brands and convenient locations, and enhances our ability to developcommercial sites and attract an optimal tenant mix. As a result, we believe we are in a strong positionto capitalize on Peru’s consumption growth to drive sales and profitability in all of our segments.

Our ultimate parent company is Intercorp Peru, one of Peru’s largest business groups, withactivities spanning financial services, retail and real estate. In 2001, Intercorp Peru began investing inthe Peruvian retail sector, attracted by its strong growth potential, increasing consumer purchasingpower and a relatively underpenetrated modern retail sector. We believe that being a locally-ownedand -operated group offers us the significant advantages of an exclusive focus on Peru and a deepunderstanding of the country in general and its retail and real estate markets in particular. On the basisof this vision, we have built our company into the premier Peruvian retailer it is today.

We believe that Peru offers attractive opportunities for significant growth based on itsmacroeconomic prospects, stable political environment, favorable demographic trends and emergingmiddle class, combined with a retail sector that continues to be underpenetrated by modern formats.Peru has been South America’s fastest growing country in terms of real GDP growth and is one of onlysix investment grade countries in the world with average annual real GDP growth over 7.0% from 2007to 2011, according to the IMF. Over these five years, approximately 20.0% of Peru’s population, nearly5.5 million people, has risen above the poverty level, according to the INEI. During this same period,the publicly disclosed aggregate sales of the seven largest modern retail companies in Peru have grownat an average annual rate of 16%, approximately 1.6 times faster than the average annual nominalPeruvian GDP growth rate. We focus on meeting the growing needs of Peruvian consumers who, asthey become wealthier and demand higher quality products and services, are shifting towards modern,formal retailers and away from the country’s traditional retail sector.

Our business segments have grown significantly through acquisitions and organic initiatives, whilesimultaneously improving profitability. Our first shopping center, Real Plaza Primavera, was opened inLima in 2001. We have since developed an additional 12 shopping centers, increasing GLA ten-fold toover 265,000 square meters as of June 30, 2012. In 2003, Intercorp Peru acquired SupermercadosPeruanos and successfully implemented its turnaround, from losses during that year to AdjustedEBITDA of S/. 176.3 million and net profit of S/. 35.5 million in 2011, and expanded its number ofstores from 35 at the time of acquisition to 78 as of June 30, 2012. We acquired InkaFarma in January2011 and since then have opened 82 pharmacies, increasing our total number of pharmacies to 466 asof June 30, 2012, while expanding our focus on higher margin private label sales. In addition, ourexisting land bank, which currently consists of over 288,000 square meters in 29 locations for near-termdevelopment of shopping centers and supermarkets, and our expertise in sourcing and securingadditional sites, are both critical advantages for our organic growth. Our current strategy is to groworganically by taking advantage of opportunities we identify throughout Peru, both through deeper

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penetration in our existing markets as well as by expanding our reach across socioeconomic andgeographic markets.

In 2011, we had combined revenues of S/. 4,242.2 million (approximately US$1,588.2 million),Adjusted EBITDA of S/. 312.7 million (approximately US$117.1 million), an Adjusted EBITDA marginof 7.4%, operating profit of S/. 263.6 million (approximately US$98.7 million) and net profit ofS/. 123.6 million (approximately US$46.3 million). For the six months ended June 30, 2012 we hadcombined revenues of S/. 2,300.7 million (approximately US$861.3 million), Adjusted EBITDA ofS/. 179.2 million (approximately US$67.1 million), an Adjusted EBITDA margin of 7.8%, operatingprofit of S/. 131.7 million (approximately US$49.3 million) and net profit of S/. 49.7 million(approximately US$18.6 million).

Competitive Strengths

Leading Player in the Rapidly Growing Peruvian Market

Through a combination of acquisitions and aggressive organic growth that capitalize on the majortransformation of the Peruvian consumer markets, we have established a leading integrated platformwith No. 1 or No. 2 market positions across our three business segments. We believe that our marketshare, scale and highly recognized brands, in addition to our integrated platform and focus on Peru,strongly position us to take advantage of the continued expansion we anticipate in the Peruvian modernretail sector.

Peru has one of the most dynamic consumer markets in Latin America, benefiting from: (1) arapidly growing economy with a 7.1% average annual real GDP growth rate over the last five years,compared with 1.5% for Mexico, 3.9% for Chile, 4.2% for Brazil, and 4.4% for Colombia, according tothe IMF; (2) increasing purchasing power as measured by GDP per capita, which has more thandoubled since 2004, according to the IMF; and (3) a socioeconomic transformation, with approximately20% of Peru’s population, nearly 5.5 million people, having risen above the poverty level in the last fiveyears and the upper and middle classes (roughly equivalent to the A, B and C socioeconomiccategories) having expanded from approximately 20% of households in 2003 to approximately 29% in2011, which represents a 59% increase or approximately 3.2 million additional people, according toPeruvian market research firm Ipsos APOYO.

The Peruvian retail market continues to exhibit substantial growth potential, as evidenced by:(1) its low modern retail penetration (20% of the retail market compared to 63% in Chile, both for thefirst three months of 2012, according to ILACAD, an international retail consulting firm), (2) itsunderdeveloped supermarket footprint (17 square meters per 1,000 inhabitants compared to 61 in Chileas of 2010, according to Apoyo Consultorıa), (3) low healthcare expenditure per capita (US$269compared to US$947 for Chile as of 2010, according to the World Bank), and (4) its underservedshopping center market (1.5 shopping centers per million inhabitants as compared to 2.9 in Chile, bothas of 2011, according to the ACCEP).

Integrated Retail Platform

Our integrated retail platform provides us with a significant competitive advantage forunderstanding our consumers’ purchasing and spending preferences, facilitating our expansion processand gaining access to attractive commercial retail spaces. In most of our shopping centers, many of theprincipal tenants are either one of our own stores, such as our supermarkets, or store brands controlledor operated by Intercorp Peru or its shareholders, such as Oechsle (department store chain), Promart(home improvement chain), Cineplanet (movie theatre chain) Bembos (fast food) and China Wok (fastfood). The early commitment of these stores to our shopping center developments creates acomplimentary portfolio of retail tenants that, in turn, allows us to attract other retailers, given the high

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degree of store traffic visibility. This visibility also improves our ability to secure financing for thesedevelopments.

Moreover, our capacity to simultaneously expand with multiple retail formats at one site makes usa preferred business partner for developers and landlords seeking diverse retail offerings. As a result,we enjoy a strong negotiating position to secure premium locations for our stores.

We believe that our multiple retail formats, along with those of our affiliates, create convenientcommercial hubs and prime cross-selling opportunities in our locations, strengthening consumer loyalty,thus attracting and maintaining substantial traffic in our shopping malls and supermarkets.

In addition, through our credit card partnership and loyalty programs, we have access toapproximately 622,500 active cards and a proprietary database of information from over six millionconsumers, or roughly 20% of Peru’s population. This broad network allows us to gain betterknowledge of consumer preferences and spending patterns. We believe that the information we gainfrom this network results in an increase in our share of the customers’ wallet by enabling us to adaptour product and service offerings to satisfy customer needs, and by generating cross-sellingopportunities both from our segments, and, more broadly, from our affiliated retail formats.

Highly Recognized Store Brands

Our highly recognized store brands represent a significant competitive advantage in developingcustomer loyalty. These brands are associated with diverse shopping experiences, exclusive private labelbrands, seasonal promotions and affordable prices. Plaza Vea was the most recognizable supermarketbrand in Peru in 2011. InkaFarma was named the most recognizable retail pharmacy brand and thesixth most recognized brand in Peru in 2011. We believe Real Plaza also enjoys a high level ofrecognition among current and prospective tenants. In addition, our well-known store brands allow usto leverage our reputation for product quality and service to sell private label products. Furthermore,we believe the recognition of our store brands gives us a significant competitive advantage ingenerating increased traffic as we expand our operations into new locations.

Diversified Real Estate Portfolio of Hard to Replicate Locations

Our supermarkets, pharmacies and shopping centers are in strategic locations in Lima, the largestand most populous city of Peru, as well as in other urban areas throughout the country. We believe thatour diversified real estate portfolio allows us to benefit from economic growth in different regions ofPeru and across our targeted socioeconomic categories. In addition, we are the first modern retail chainto have opened supermarkets and shopping centers in most of the cities outside the Lima metropolitanarea in which we operate. We believe this first-mover advantage has been critical to the consolidationof our leading market positions throughout the country.

Our real estate selection and acquisition process is spearheaded by an experienced in-housedevelopment team. This team has developed a rigorous yet efficient approval process to ensure thatstrategic decisions are made in an expedited manner. Our deep local market knowledge allows us tocarefully research potential locations, taking into consideration the size, density and purchasing powerof the local urban population, the competition and local growth prospects. We believe our corecompetency of executing land acquisition and development in Peru is instrumental to our expansionstrategy.

We directly own more than half of the sales area on which our supermarkets operate, whichprovides both strategic and financial advantages. Related parties own another 13% of this area, andonly 31% is owned by unrelated third parties. Through our land bank, we currently own or lease on along term basis over 288,000 square meters of property throughout Peru for near-term development of

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29 supermarkets and four shopping centers. We believe our real estate portfolio is a valuable asset dueto the scarcity of prime properties in Peru, providing significant barriers to potential new entrants.

Proven Track Record of Acquisitions and Organic Growth

Our management team has a proven track record of generating profitable growth in Peru, drivenby a combination of acquisitions and organic initiatives. In 2003, Intercorp Peru acquiredSupermercados Peruanos and successfully implemented its turnaround, from losses during that year toAdjusted EBITDA of S/. 176.3 million and net profit of S/. 35.5 million in 2011. Over the same period,we developed the Plaza Vea supermarket format and created the Vivanda and EconoMax brands. Weacquired InkaFarma in January 2011 and since then have opened 82 pharmacies and focused onincreasing higher margin private label sales and developing a logistics platform to support futuregrowth. Another example of our organic growth capabilities is the development of 13 shopping centersthroughout Peru since 2001, reaching over 265,000 square meters of GLA as of June 30, 2012. Tosupport our expansion plans, we have invested in improving our operational and logistical capabilities.We believe we are best positioned to take advantage of substantial growth opportunities in the Peruvianretail sector based on our proven track record, our profound market knowledge and the flexibility anddynamism of our integrated platform.

Seasoned Management Team and Peruvian Controlling Shareholder

We are led by a seasoned management team with extensive operating experience in the retail andreal estate sectors. Several members of our senior management team have previously held executivepositions in major retail companies, consulting firms and multinational conglomerates in the UnitedStates and Latin America. In addition, our culture emphasizes teamwork and meritocracy, and focuseson attracting and retaining highly qualified personnel while maintaining a motivated workforce. As aresult, Supermercados Peruanos was ranked by the Great Place to Work Institute among the top tenplaces to work in Peru in 2009 and 2010 and the fourth best place to work in Peru in 2011 (within itscategory of more than 10,000 employees).

Our ultimate parent company, Intercorp Peru, is one of Peru’s largest business groups, withactivities spanning financial services, retail and real estate. We believe that being part of this groupoffers us advantages, when compared to multinational retailers operating in the country, because of thegroup’s exclusive focus on the Peruvian market, highly visible in-country presence and rapid decision-making capabilities. In addition, Intercorp Peru controls a complimentary portfolio of retail brandswhich supports the growth of our integrated platform.

Our Strategy

Our core objective is to continue our profitable growth by focusing on meeting the evolving needsof Peruvian consumers, through the expansion of our market presence, improvement of our operationalefficiency and further development of top talent. We will seek to meet this core objective through theimplementation of the following strategies.

Continue Expansion Plan Throughout Peru

We intend to open new supermarkets, pharmacies and shopping centers in locations where webelieve there is high growth potential or unsatisfied demand. As such, our expansion strategy focuseson both entering new markets and strengthening our presence in existing markets across our geographicand socioeconomic target markets. Peru’s real GDP is expected to grow at an average annual rate of5.9% over the next five years, according to the IMF, and its poverty level is also expected to decreaseby 10% (or approximately 2.1 million people) from 2011 to 2015, according to the Peruvian Economyand Finance Ministry.

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The compact size of our supermarket formats gives us the flexibility to open profitable stores inunpenetrated medium size cities and/or highly dense urban areas where large plots of land are scarce.Our standardized pharmacy formats require leasing of small retail spaces, which, combined with lowcapital requirements and attractive rents for landlords, support our capability to rapidly identify, secureand open new stores. This strategy gives us a significant competitive advantage in capitalizing on theincrease of purchasing power of the different socioeconomic categories across the country.

We intend to use our significant land bank to open new supermarkets and develop new shoppingcenters. Through our land bank, we currently own or lease on a long term basis over 288,000 squaremeters of property throughout Peru for near-term development of 29 supermarkets and four shoppingcenters. Moreover, we plan to leverage the expertise and local market knowledge of our real estatedevelopment team to continue to expand our land bank and analyze additional acquisitionopportunities as they become available and fit our multi-format strategy.

Offer Targeted Value Propositions to Profitably Increase Share of Wallet

InRetail Peru, through its three business segments, is mainly focused in serving the growingPeruvian middle class. We have developed targeted value propositions based on customer experiences,convenience, price, service and product offerings in each of our retail segments. We will continue toimprove and adapt these offerings to meet the market needs of our targeted socioeconomic categories.We believe that these targeted value propositions will increase our customer loyalty and share of wallet.

In our supermarkets segment, we cluster our stores by format and location to offer productassortments that are designed by our dedicated category experts to meet the specific needs of ourbroad range of customers, using a low price positioning strategy and active promotions. We believefurther development of our private label products offers attractive opportunities for margin expansion.We offer a co-branded Plaza Vea Visa credit card through Interbank, whereby our customers receiveexclusive discounts and access to financing. There were approximately 622,500 of these cards currentlyoutstanding and active as of June 30, 2012.

Our pharmacies segment capitalizes on our brand’s reputation for high quality and reliableproducts at everyday low prices at convenient locations throughout Peru. As a result, InkaFarma’saverage sales per store were 107% higher than those of our competitor pharmacy chains, based on 2011sales data provided by IMS Health. Furthermore, we have developed a wide assortment of private labelproducts. We offer these products at competitive prices, thereby building customer loyalty whileachieving high margins.

Real Plaza strives to create shopping and entertainment hubs in every community in which weoperate through an optimal tenant mix strategy that enhances the shopping experience. Real Plazaactively manages promotions and events to attract customers and incentivize shopping. To attracttenants, Real Plaza offers substantial traffic via its premier locations, anchor stores and sustainedmarketing investments, as well as the opportunity to expand nationwide.

Obtain Synergies by Leveraging our Integrated Platform

We plan to continue leveraging our integrated platform to obtain synergies and enhance ourprofitability. By having a highly specialized real estate team focused on sourcing locations anddeveloping new shopping centers and stand-alone stores, we have developed a unique expertise to copewith the complexities of land remediation, permitting, construction and relations with governmentinstitutions. The effectiveness of this team grants us access to a large land bank to support our growth.

Our access to a proprietary database of information of over six million customers and anintegrated retail credit card provides us with valuable information that we plan to continue exploiting.Learning from and adapting to consumer preferences and spending patterns leads to an increase in our

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share of costumer’s wallet, and generates cross-selling opportunities both from our segments, and, morebroadly, from our affiliated retail formats.

We are focused on implementing operational improvements that drive margin expansion in ourretail segments, including investments in modern distribution centers, supply chain managementprograms, logistics and other technology systems. A primary focus of this strategy has been theimplementation of the same warehouse management system in both our supermarkets and pharmaciessegments, which we expect will be completed by the fourth quarter of 2012. This investment in acomprehensive state-of-the-art supply chain will allow us to support a significant expansion in thenumber of our stores. For example, we are undertaking the following initiatives for our supermarketssegment: (1) consolidation of our current Lima distribution centers, (2) development of three regionaldistribution centers outside the Lima metropolitan area and (3) centralization of our food processingplants in the Lima metropolitan area. We are also developing a state-of-the-art-distribution center forour pharmacies segment that we expect to be operational by year end of 2012. These projects aim tolower our operating costs as a percentage of revenues, reduce shrinkage and labor costs and lower ourongoing maintenance costs. We also believe these operational initiatives will enable us to provide betterservice to our customers, achieve significant efficiencies within our segments and better position us forcapitalizing on growth opportunities.

We plan to continue obtaining back office cost synergies, by integrating decision making andstandardizing systems and processes in areas like information technology, supply chain, treasury,accounting and payroll. In addition, we will continue using our platform to recruit and retain top talent.Our growth profile, career advancement opportunities, ability to promote mobility across businesssegments and shareholder’s reputation are key drivers in this effort.

History

In 2001, Intercorp Peru began investing in the Peruvian retail sector, attracted by its strong growthpotential, increasing consumer purchasing power and a relatively underpenetrated modern retail sector.These investments included the development of shopping centers in Peru. In 2003, Intercorp Peruacquired Supermercados Peruanos and began expanding its formats and number of stores. We acquiredInkaFarma in January 2011 and since then have opened 82 pharmacies, increasing our total number to466. As a result of the Reorganization, we became the direct owner of InRetail RE, which is theholding company for the companies that comprise our shopping centers segment, consisting of RealPlaza, InRetail Properties Management, Interproperties Holding I, Interproperties Holding II andInterproperties Peru. Interproperties Holding I and Interproperties Holding II collectively own amajority participation in Interproperties Peru. We also became the direct owner of SupermercadosPeruanos, which, along with its subsidiaries Plaza Vea Sur S.A.C. and Peruana de Tiquetes S.A.C.,comprise our supermarkets segment. We continue to indirectly control InkaFarma and its subsidiaries,which comprise our pharmacies segment. Intercorp Peru has maintained effective control over InRetailPeru and InRetail Peru’s subsidiaries throughout this reorganization process.

Corporate Structure

InRetail Peru has three principal subsidiaries: Supermercados Peruanos, InkaFarma and InRetailRE.

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Operations

We serve several markets through our nationwide presence of retail stores and shopping centersthroughout Peru under three business segments: supermarkets, pharmacies and shopping centers. As ofJune 30, 2012, we operated 78 supermarkets in four formats, 466 InkaFarma stores and 13 shoppingcenters. Through our various store formats and our several brands, we offer a wide range of productsintended to appeal to a wide range of socioeconomic categories in Peru. The product assortment wecarry in our retail stores includes one or more domestic and international brands in each categorycomplemented by offerings of our private label products. We believe that the strength of our storebrands and the variety of our store formats allow us to compete effectively against a broad range ofcompetitors.

As of June 30, 2012, our brands include:

Supermarkets

General

We operate the second largest supermarket chain in Peru, with an estimated market share ofapproximately 33% of the 2011 revenues of Peru’s three nationwide supermarket chains, according toEquilibrium. After a turnaround phase that took place from 2003 to 2006, our supermarkets segmenthas undergone significant growth and since 2006 Supermercados Peruanos has been the fastest-growingsupermarket chain in terms of new sales area when compared to Peru’s two other nationwide chains.From 2007 to 2011, our revenues, number of stores and sales area have increased at CAGRs of 20.7%,13.6% and 22.6%, respectively. An important contribution to our growth has been our entry andexpansion in the unpenetrated regions of Peru outside the Lima metropolitan area. We were the firstmodern supermarket chain to open a store outside the Lima metropolitan area, where we had 20 storesthat generated approximately 29% of our supermarket revenues for the six months ended June 30,2012. As of June 30, 2012, we operated 78 stores throughout Peru with a total sales area of over205,000 square meters.

We have developed a strategy of operating multiple supermarket store formats with differentproduct assortments, pricing levels and shopping experiences, in order to serve different socioeconomiccategories and satisfy a wide variety of customer needs. Furthermore, the compact size of our formatsgives us the flexibility to open profitable stores in unpenetrated medium size cities and/or highly denseurban areas where large plots of land are scarce. This strategy gives us a significant competitiveadvantage in capitalizing on the growth of multiple socioeconomic categories across the country.

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The following table sets forth selected information for our supermarkets segment as of and for thedates indicated.

As of and forthe Six Months As of and for the Year ended December 31,ended June 30,

2012 2011 2010 2009 2008

Number of stores . . . . . . . . . . . . . . . . . . . . 78 75 67 58 51Total square meters . . . . . . . . . . . . . . . . . . 207,407 204,278 188,018 159,426 124,272Net sales (S/. in millions) . . . . . . . . . . . . . . 1,456 2,790 2,399 2,057 1,762Net sales of food products (%) . . . . . . . . . . 73.7% 72.7% 73.8% 74.4% 74.9%Net sales of non-food products (%) . . . . . . . 26.3% 27.3% 26.2% 25.6% 25.1%

Stores

The table below shows a summary of operating metrics for our four supermarket formats as ofJune 30, 2012:

Plaza Vea Plaza Vea Super Vivanda EconoMax/Mass

Launch year . . . . . . . . . . . . . . . . 2001 2005 2005 2011*Number of stores . . . . . . . . . . . . 42 16 8 12Average square meters per store . 3,964 1,237 1,117 1,017Net sales contribution for 2011

(% of total) . . . . . . . . . . . . . . . 76.7 12.4 8.6 2.2

* Launch year refers to EconoMax only.

Plaza Vea (compact hypermarkets): Plaza Vea is our largest store format with an average sellingarea of approximately 4,000 square meters per store. It targets the A, B and C socioeconomiccategories and is a one-stop shopping destination offering a wide range of food and non-food productsat competitive prices with attractive promotions, as well as complementary services and familyentertainment. Plaza Vea has become the most recognizable supermarket brand in Peru, according toArellano Marketing, a leading marketing consulting company in Peru. Due to its compact size, thePlaza Vea format enables us to profitably serve unpenetrated medium size cities with low populationdensity, as well as to penetrate the more developed cities where large well-located plots of land areusually scarce. We believe the combination of our attractive product and service offerings as well as ourcompact size gives us a competitive advantage, enabling us to rapidly expand geographically to capturemarket opportunities.

Plaza Vea Super (supermarkets): Plaza Vea Super targets the A, B and C socioeconomiccategories. It offers the same brand identity, shopping experience, price and promotional structure asPlaza Vea compact hypermarkets, but in a smaller, more convenient store format with a greater focuson food products. It provides greater flexibility for growth in locations where larger spaces are scarce,such as dense urban areas, leveraging the hypermarket infrastructure.

Vivanda (supermarkets): Vivanda targets the A and B socioeconomic categories and currentlyoperates only in select residential neighborhoods in Lima. It focuses on providing premium foodproducts, a distinctive shopping experience and an environment that emphasizes quality and freshness.

EconoMax/Mass (discount stores): EconoMax is our newest format and targets the C and Dsocioeconomic categories. The EconoMax stores offer approximately 6,000 basic food and non-foodproducts at everyday low prices positioned to compete with traditional open markets andindependently-owned corner stores, but with higher quality and hygiene standards. Mass is a legacyformat with only four stores.

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We directly own more than half of the sales area on which our supermarkets operate, whichprovides both strategic and financial advantages. Related parties own another 13% of this area, andonly 31% are owned by unrelated third parties. As of June 30, 2012, we owned 38 stores. Leasecontracts with companies affiliated with Intercorp Peru are negotiated at arm’s-length and the resultingterms and conditions are consistent with those of the industry.

Locations

The compact size of our Plaza Vea formats allows us to profitably serve unpenetrated medium sizecities with low population density, as well as expand into the more developed cities where largewell-located plots of land are usually scarce. This strategy gives us a significant competitive advantagein capitalizing on the growth of multiple socioeconomic categories across the country. Out of our 35stores opened between 2007 and 2011, 17 have been opened in 13 cities outside the Lima metropolitanarea and the rest have been opened primarily in districts in the Lima metropolitan area with asignificant presence of Peru’s emerging middle class.

As of June 30, 2012, we operated 78 supermarkets throughout the country, including 58 stores inthe city of Lima and 20 outside the Lima metropolitan area. We are located in 10 of Peru’s 24 regions.Moreover, we have developed most of our stores in the coastal regions of Peru because these regionshave high economic growth potential and better infrastructure compared to other regions. In addition,these regions typically have underpenetrated formal retail markets. According to Apoyo Consultorıa, inthe past seven years, consumer household expenses have grown at a CAGR of 51% in the coastalregions, excluding Lima, while those in Lima have grown at a CAGR of 44%. As of June 30, 2012, thesame store sales of these regions had grown 7.6% over the same period of 2011 compared to 4.3% forsame stores sales growth during this same time period in Lima.

The following map shows the locations throughout Peru where our supermarkets are located.

Supermarket Locations Throughout Peru

Piura

Talara

Chiclayo

Trujillo

Chimbote

Lima

Huacho

Chinca

Huancayo

Juliaca

PunoArequipa

Tacna

Ica 1

1

1

1

1

1

3

3

2

1

2

1

2

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We intend to focus our expansion plan in locations where we believe there is high growth potentialor unsatisfied demand. Additionally, we plan to leverage the expertise and local market knowledge ofour real estate development team to provide us with a strong foundation for continued organic growth.As of June 30, 2012, we own or lease on a long-term basis 29 locations to open new stores across Peru.In addition, we plan to develop in the near term eight supermarkets on property owned by relatedparties.

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Products

Our supermarkets provide a balanced mix of products under a variety of international and localbrands, including our own private labels. We divide products in our supermarket segment into twogroups: food and non-food. The food group consists of two divisions: groceries and fresh products. Thenon-food group consists of four divisions: bazaar, textiles, home and electrical appliances. We importless than 10% of our products sold each year.

Products with similar characteristics within each division are grouped as categories, which aremanaged as strategic units. As of June 30, 2012, we managed a total of 61 categories, such as fruits andvegetables within the fresh products food division, cleaning products under the groceries food divisionand toys within the non-food bazaar division. Our category managers monitor product needs at each ofour supermarkets and negotiate supply and pricing terms with suppliers. Each category manager definesand executes a strategy for their category based on intended positioning within each supermarketformat. Elements of a category’s strategy include pricing, exhibition, promotion and variety. Ourcategory management practices allow us to better serve customer needs, maximize sales andprofitability and provide us with timely feedback for prompt implementation of store-level initiatives.

Private Label Products

The development of our private label brands is an important component of our strategy. Theyallow us to achieve higher margins, increase bargaining power with suppliers and offer unique productsin key categories. We have segmented our private label products into three groups: (1) premium,(2) standard and (3) economy. The premium group offers organic and gourmet products and thestandard and economy groups include grocery and non-food products at different price points. Theseprivate label products are manufactured by third parties pursuant to our specifications and designs. Wealso offer our own store-made products prepared daily at most of our stores, including bakery goods,prepared meals and pasta products; however, we intend to lower our future store costs by preparingthese products through a centralized system. Private label product sales represented 7.5% of the totalnet sales of our supermarket segment in 2011.

As of June 30, 2012, our private label brand portfolio includes the following:

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Suppliers

Supermercados Peruanos has more than 1,500 suppliers: approximately 900 suppliers of foodproducts to our grocery and fresh products division, approximately 500 suppliers to the four divisions ofour non-food group and approximately 110 suppliers of various imported products.

We have a centralized purchasing department that makes purchases using category managementpractices. This centralized purchasing allows us to exploit our economies of scale and assures moreuniform quality across all of our formats throughout Peru.

We have a highly diversified supplier base: our top 10 suppliers represented less than 27% of ourtotal purchases in 2011. We have not experienced any difficulty in obtaining the types or quantities ofthe merchandise we require on a timely basis. We do not believe that the loss of any one supplierwould have a material adverse effect on our business. We believe that the terms of our supplierarrangements tend to be as favorable as those generally available to the industry.

Distribution Infrastructure and Logistics

We use a centralized distribution system to distribute our products to our stores. This system usesfour distribution centers and outsourced transportation services (primarily trucking) to meet the supplyneeds of our supermarkets. The vast majority of our products are distributed to supermarkets from ourdistribution centers, but we also use direct deliveries from suppliers for perishable and certain otherproducts as needed to meet customer demands.

We are currently upgrading our supermarkets supply chain in conjunction with our strategiclogistics network plan deployment, including through the following initiatives:

• National Distribution Centers: we are consolidating our four national distribution centers in Limainto two (one for non-food and dry foods and one for fresh, frozen and food manufacturing).This will enable our supply chain to consolidate various functions and significantly reduce ourdirect deliveries, which will increase our store order fulfillment rates and distributionproductivity and reduce handling and transportation costs.

• Regional Cross-Dock Centers: we will utilize three regional cross-dock centers, which allow forquick product transfers between trucks and therefore more efficient distribution of products.This will enable our supply chain to exploit our available advanced warehouse management andreplenishment systems, maximize utilization of bulk transportation, provide last-mile storedeliveries, reduce cross-dock freight costs, reduce time-to-market cycles, expedite local homedelivery, maintain high levels of centralization and support regional vendor receipts.

• Supply Chain Technology: we are implementing world-class software technology that will enableus to manage our supply chain in real-time, using advanced planning and inventory systems,automated replenishment, productivity tracking and business-to-business integration. Thesetechnologies and systems are being implemented by seasoned industry professionals withbest-in-class operational multi-channel experience.

Marketing

Our marketing operations are centralized and focused on generating consumer demand throughinnovative pricing and other strategies. To maintain our leading market position, we work to improvebrand perception through feel-good campaigns and offer unique promotions to increase short termsales and contribute to long term positioning.

Plaza Vea is the most recognized supermarket brand in Peru, surpassing Metro, and one of the topten most recognized brands in Peru, according to a study published in May 2011 by ArellanoMarketing. The marketing strategy for our Plaza Vea brand relies on mass media, television andnewspapers to communicate campaigns such as Dias Rojos, second product at s/. 0.99 and

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quinceahorros. The marketing strategy for our Vivanda brand, which targets the upper-incomeconsumer, is focused on direct marketing tools such as social networks, web pages, specializedmagazines and special events.

We also seek to increase our sales growth by increasing customer loyalty. To that end, in October2004, Supermercados Peruanos and Interbank entered into a joint venture to launch the Tarjeta VeaVisa� credit card, which provides financing and exclusive promotions to Plaza Vea hypermarket andsupermarket customers. As of June 30, 2012, there were approximately 622,500 of these cardsoutstanding and active within the last six months. Sales with these cards accounted for 18.5% of totalsales in 2011 and are concentrated in electronic products.

A new agreement has been signed between Interbank, Supermercados Peruanos and InkaFarmawith respect to the Tarjeta Vea credit card. Under this new agreement, Supermercados Peruanos andInkaFarma will receive a fee for all purchases made using the card in any of their stores.

Additionally, Vivanda has developed the Tarjeta Vivanda loyalty card, which provides customerswith special discounts on categories according to their purchasing patterns, as well as giveaways andspecial invitations to events. The Tarjeta Vivanda is a free loyalty card which does not accumulatepoints and therefore does not require redemptions. In addition, 73.6% of Vivanda’s 2011 net sales areprocessed with the Tarjeta Vivanda loyalty card.

Our supermarkets business has obtained public recognition with Effie Awards in 2010 and 2011 formarketing and promotional effectiveness and two Creatividad Empresarial awards in 2007 and 2010 inrecognition of innovation in launching supermarkets outside the Lima metropolitan area and for oursupport of local micro-businesses.

Competition

We compete on the basis of price, location, quality of products, product lines, physical amenities,service, product variety and store conditions. We face strong competition from international anddomestic operators of supermarkets, local and regional supermarket chains, small family-ownedneighborhood stores, traditional markets and street vendors. For information regarding our competitiveposition, see ‘‘Industry—Supermarkets.’’

Regulation

The Retail food services in Peru are subject to national and local regulations. We believe that weare in compliance with all material regulatory requirements applicable to our supermarkets business.We have also implemented quality controls in order to verify that the food products sold in oursupermarkets comply with the sanitary standards and other regulatory requirements set forth byapplicable regulations.

Employees

Our personnel are key to providing superior shopping experiences. We make strong efforts tomaintain a motivated, highly committed team through a careful selection process, strong training,constant motivation and a distinctive culture. Those efforts have been recognized by the Great Place toWork Institute, which named Supermercados Peruanos as among the top ten places to work in Peru in2009 and 2010 and the fourth best place to work in Peru in 2011 (within its category of more than10,000 employees).

As of June 30, 2012, our supermarkets segment had 12,302 employees. We typically hire additionalemployees on a temporary basis in periods of seasonally higher demand. We believe that relationshipswith these employees are satisfactory.

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Pharmacies

General

We acquired the largest retail pharmacy chain in Peru, InkaFarma, in January 2011. InkaFarmahad a market share of 47% of the country’s modern retail pharmacy revenues in 2011, according toIMS Health. InkaFarma has experienced significant growth, more than doubling its revenue from 2007to 2011 and increasing its number of stores from 154 as of December 31, 2007 to 466 as of June 30,2012. Our pharmacies are currently present in 22 of Peru’s 24 regions. Due to our scale and privatelabel product offerings, we are successfully implementing an everyday low price strategy and achievingattractive margins. We sell pharmaceutical and personal care items to customers who value convenienceand low price. InkaFarma was named the most recognized pharmacy brand and the sixth mostrecognized brand in Peru as of 2011, according to Arellano Marketing. As of June 30, 2012, ourpharmacies operated under two different formats: stand-alone pharmacies (410 stores) and pharmaciesin supermarkets (56 stores).

Stores

We have a large and diversified retail footprint in Peru, with attractive and difficult-to-replicatestore locations. As of June 30, 2012, we operated 466 InkaFarma stores throughout the country,including 219 stores in the Lima metropolitan area and 247 in the other regions of the country.

As of June 30, 2012, the percentage of our stores located outside the Lima metropolitan areareached 53%, as a result of increased store openings in the other regions of the country. For the sixmonths ended June 30, 2012, 59% of new store openings have been in these regions. The table belowshows the number of InkaFarma stores that were opened and closed by location for the periodsindicated, which include periods prior to our acquisition of InkaFarma in January of 2011.

As of As of December 31,June 30,2012 2011 2010 2009

Stores (at beginning of year) . . . . . . . . . . . . . . . . . . . 432 384 303 238New stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 51 84 67

Lima metropolitan area . . . . . . . . . . . . . . . . . . . . . 41% 27% 38% 52%Other regions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59% 73% 62% 48%

Stores closed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 3 2

Total (at end of period) . . . . . . . . . . . . . . . . . . . . . . . 466 432 384 303

We are located in 22 of Peru’s 24 regions. The following map shows the locations throughout Peruwhere our pharmacies are located as of June 2012. The number indicates the number of stores in eachregion.

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Pharmacy Locations Throughout Peru

234

2

28

26

2412

8

832

15 72

172

2

5

8

23

317

9

We are aggressively expanding the number of InkaFarma stores throughout Peru. Since theacquisition of InkaFarma, we have opened 82 new stores.

Our strategy is to take advantage of integration opportunities by opening an InkaFarma pharmacyin all our supermarkets (except EconoMax), in accordance with established practice based on a 2008agreement between Supermercados Peruanos and InkaFarma. This agreement allowed InkaFarma toincrease its growth rate and provided Plaza Vea with an attractive tenant to complement its business.

Efficient Opening Process

Our standardized process ensures efficient openings of new pharmacies. Based on a master layout,each 120 square meter store has approximately 40 square meters of client-facing area andapproximately 80 square meters of backroom storage. We lease our stores, typically for five year terms.Because of our small size and modular format, we are able to quickly find suitable sites and developnew stores, increasing our growth.

Products

Our pharmacies provide a wide variety of branded and generic pharmaceuticals and personal careitems. Our pharmacy sales have historically been approximately 70% pharmaceuticals and 30% personalcare items. Personal care items are typically not as profitable as pharmaceutical products but attractcustomer traffic. Our unique portfolio of high-margin private label products and our strong purchasingpower allow us to implement a successful low price strategy for all our products.

Due to the size of our operations and our significant share of some of our suppliers’ overall sales,our management believes that we have developed substantial purchasing power to secure better pricing,discounts, and other beneficial terms with suppliers. As part of our strategy to gain market share, thesesavings are transferred to consumers in the form of lower prices. We aim to set prices for our productsbelow the lowest price of competing pharmacy chains. Prices are adjusted on a monthly basis based oninformation gathered from competing retail pharmacy chains. Additionally, we have been able tomaintain a low-price strategy due to the high margins earned on our private label products. These highmargins for private label products compensate for the lower margins earned on competitively-priced

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brand name products. Our management regularly evaluates our pricing strategy in order to maximizerevenues and profits, while maintaining our low-price positioning.

In addition to traditional stores sales, we also sell a small amount of our pharmaceutical products,typically when liquidating excess inventory, directly to other pharmacies or health care providers. Wecall these product sales ‘‘corporate sales.’’

Private Label Products

Our private label products include both pharmaceuticals and personal care items. Private labelpharmaceutical items are purchased from laboratories and private label personal care items aremanufactured by third parties pursuant to our specifications and designs. Private label products are oneof our main sources of profit in the pharmacies segment. As private label revenues grow across productcategories, overall gross margin is expected to increase. To avoid the risk of potential shortage in keyprivate label products, we have manufacturing agreements in place with multiple suppliers but have notengaged in binding, exclusive long-term contractual obligations with any one vendor.

Suppliers

We use a centralized purchasing system to purchase our products from over 250 different suppliers,the largest of which accounted for 12.2% of our total purchases in 2011. Over 180 of these supplierswere for pharmaceuticals. Products imported directly by us were approximately 3.2% of our totalpurchases in 2011 and we have approximately 13 suppliers for these products. The scale of ourpurchases gives us bargaining power with these suppliers; for example, our purchases represent asignificant portion of total sales for the top ten laboratories in the Peruvian retail pharmacy market. Wehave not experienced any difficulty in obtaining the types or quantities of products we require on atimely basis. We do not believe that the loss of any one supplier would have a material adverse effecton our business. We believe that the terms of our supplier arrangements tend to be as favorable asthose generally available to the industry.

Our suppliers must be certified by DIGEMID to sell branded and generic pharmaceuticals.

Logistics

We use a centralized distribution system to distribute our products to our stores. This system usesone distribution center and outsourced transportation services (primarily trucking) to meet the supplyneeds of our pharmacies. All of our products are distributed to pharmacies from our distributioncenters. We are currently upgrading our pharmacy supply chain in conjunction with our strategiclogistics network plan deployment.

We are currently developing a national distribution center to help create a high performancedistribution operation. The new facility is already built and is being equipped to support our plannedexpansion in number of pharmacies. The distribution center engineering, process flow and technologyhas been designed to achieve international productivity standards. This fully automated facility usesstate-of-the-art automation equipment, such as high speed sorters, automated picking and storagematerial handling equipment and automation management systems. The distribution center will allowhigh volume and accurate order fulfillment, best-in-class productivity metrics and real time enterpriseintegration for our high volume shipping environment.

Marketing

InkaFarma is the most recognizable retail pharmacy chain and the sixth most recognized brandacross all consumer brands in Peru, according to Arellano Marketing as of 2011. Management believesthat InkaFarma has earned its brand power due to a first mover advantage and efficient advertisingspending. InkaFarma was the first pharmacy chain to open stores outside the Lima metropolitan areaand the first to invest in many types of marketing communications media. As a result of the factors

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described above, our management believes that we have successfully positioned ourselves in the mindsof consumers as the retail pharmacy chain with the lowest prices in the market.

Our well-known brand allows us to leverage our reputation for product quality and service to sellmore of our private label products. We believe that our recognized brand represents a significantcomparative advantage in developing customer loyalty, especially as we expand our operations into newlocations. We have also leveraged a competitive pricing strategy in personal care items such aspowdered baby milk and diapers in order to attract customers and drive sales in our high marginpharmaceutical portfolio.

Most of the products sold in our pharmacies are located behind the sales counter. Once customersenter our pharmacies, they are assisted by pharmacists and sales associates who can identify additionalneeds and offer complementary products.

Our pharmacies use a wide variety of advertising media and sales promotions to increase consumertraffic.

Competition

We compete on the basis of price, location, quality of products, product lines (including privatelabel products), physical amenities, service, product variety and store conditions. We face strongcompetition from other pharmacy chains, independent pharmacies, telephone-order prescriptionproviders and various other retailers. For information on our competitive position, see ‘‘Industry—Pharmacies.’’

Regulation

The pharmacy industry in Peru is subject to national and local regulations. We believe that we arein compliance with all material regulatory requirements applicable to our pharmacy business, includingrequirements regarding the certification of pharmacists and the registration and qualification of oursuppliers. We obtain sanitary registrations from the National Pharmaceutical Products, Medical Devicesand Healthcare Products Agency to sell pharmaceuticals and sanitary products. We also obtain sanitaryregistrations from the General Health Directory to sell food and dietary supplements. In addition, weare required to obtain operational sanitary authorizations from decentralized agencies of the NationalHealth Authority and regional health authorities in order to open and operate new pharmacy stores.We are also required to obtain operational licenses from local governments in order to open andoperate new locations.

Employees

As of June 30, 2012, our pharmacies segment had 6,670 employees, including 737 licensedpharmacists. An insignificant percentage of these employees are represented by unions. We believe thatrelationships with these employees are satisfactory.

Shopping Centers

General

We operate the largest shopping center chain in Peru under the Real Plaza brand, with anestimated 18% market share based on GLA in 2011, according to ACCEP. We have developed astrategy of becoming a shopping and entertainment hub in each of our locations through an optimaltenant mix and a shopping experience customized for the specific market. In addition to operatingshopping centers, this segment has an in-house real estate development team focused on sourcinglocations and developing new shopping centers and stand-alone stores. We earn rental income, whichconsists of the greater of minimum monthly fixed rental payments or variable payments based on theretail sales of tenants. These variable payments allow us to benefit from the growth in sales by ourtenants, who operate across a range of retail categories.

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As of June 30, 2012, we operated 13 shopping centers, ten of which we owned or leased on along-term basis and three of which we operate on behalf of related parties. Out of these 13 shoppingcenters, six are in the Lima metropolitan area and seven are elsewhere throughout the country. RealPlaza was the first chain to open shopping centers in six of the seven largest cities in Peru, excludingLima.

Through our land bank, we currently own or lease on a long term basis over 288,000 square metersof property throughout Peru for near-term development of 29 supermarkets and four shopping centers.We have experienced sustained growth based on a proven and successful business model. With tenyears of experience in the real estate business, we have secured strategic locations in major cities inPeru. We opened our first shopping center, Real Plaza Primavera, in Lima in 2001 and we havedeveloped 13 shopping centers, increasing our GLA ten-fold to over 265,000 square meters as ofJune 30, 2012.

Sites

Real Plaza was the first developer to move into most cities in Peru outside the Lima metropolitanarea and has since cultivated a profitable portfolio of properties, many in premium locations in Peru.Of the 13 shopping centers we operate, six are in Lima and the other seven are in Chiclayo, Trujillo,Huancayo, Arequipa, Juliaca, Piura and Chimbote.

The following table sets forth the types of properties operated by Real Plaza as of June 30, 2012,both those that we currently own and those owned by third parties.

Year OccupancyProperty Location Opened GLA Rate (%) Key Anchor Tenants

Owned or leased on a long-term basis:1 Lima—San Borja 2001 33,188 96% Cineplanet, Ripley, Oechsle2 Trujillo 2007 30,414 98% Plaza Vea, Cineplanet, Oechsle3 Lima—San Martin de Porres 2008 21,960 96% Plaza Vea, Promart,

Cineplanet4 Junın 2009 28,228 99% Plaza Vea, Cineplanet, Oechsle5 Lima—Ate 2009 21,903 99% Plaza Vea, Cineplanet,

Promart6 Arequipa 2010 24,534 99% Plaza Vea, Cineplanet, Oechsle7 Ancash 2010 7,086 98% Plaza Vea8 Puno 2011 13,232 97% Plaza Vea, Cineplanet9 Chiclayo 2006 29,183 97% Plaza Vea, Cineplanet, Saga10 Lima—Chorrillos 2011 14,809 98% Plaza Vea, Promart

Owned by third parties and operated by Real Plaza:1 Lima—Cercado 2010 29,304 98% Plaza Vea, Cineplanet, Oechsle2 Lima—Cercado 2010 2,000 61% —3 Piura 2010 9,601 99% Plaza Vea, Promart

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265,442

The following map illustrates the location of our shopping centers throughout Peru as of June 30,2012.

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12SEP201221261722

Shopping CenterLocations Throughout Peru

Piura

Chiclayo

Trujillo

Chimbote

Lima Huancayo

Juliaca

Arequipa

1

1

1

1

1

1

1

6

In Lima, we have centrally located sites, such as Primavera and Centro Cıvico Real Plaza shoppingcenters, which target socioeconomic categories A and B. We also operate three shopping centerslocated in the periphery of the city which target the emerging middle class, which is shifting itsconsumption towards the modern retail sector. Additionally, we have developed strategically locatedshopping centers outside the Lima metropolitan area with high growth potential and low modern retailpresence. We believe that this diversified and hard to replicate real estate portfolio allows us to benefitfrom economic growth in different regions and across various socioeconomic categories.

First Mover Advantage

We were the first to open shopping centers in six of the seven largest cities in Peru, excludingLima. Being the first player entering these markets gives us several advantages over other shoppingcenter chains, including the ability to: (1) obtain the best location, (2) gain customer loyalty andrecognition, (3) capture the most popular tenants, (4) improve our bargaining power with tenants and(5) become the first reference for entertainment in the city, creating a strong long-term relationshipwith customers. This first-mover advantage has been critical to the consolidation of our solid marketposition throughout the country.

Land Acquisition and Shopping Center Expansion

We believe that the expansion of our existing shopping centers represents an excellent opportunityto achieve further operating and financial growth and increase traffic in areas where unsatisfieddemand has been identified. Our investment plan for 2012 and 2013 contemplates the expansion in theoperations of five shopping centers and 4 new shopping centers.

To support future growth, we have secured land in strategic locations. As of June 30, 2012, we ownor lease on a long-term basis three locations to open new shopping centers. We own approximately30,000 square meters of land near Lima’s financial district, home to some of the highest land values in

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Peru. This site may be used to develop a shopping center that will target the A and B socioeconomiccategories and would be the only shopping center in this district. We own approximately 30,000 squaremeters in Cajamarca, a city with one of the highest rates of economic growth in Peru. In addition, RealPlaza plans to operate an additional nine new shopping centers that are planned to be developed in thenext five years by related companies.

Our shopping center segment contributes to our retail strategy by providing a large portfolio ofexisting premium locations and sites for future expansion. Our successful expansion track record andopenings are based on a rigorous and fast process and specialized teams. The opening process consistsof three main stages: identification and evaluation, investment approval and development andconstruction.

• Property identification and evaluation: we have an in-house specialized land bank team that basesits property scouting on indicators of modern retail penetration and household estimateddemand analysis. Moreover, we believe that the fact that we don’t depend on real estate brokersenhances the quality and quantity of our scouting proposals.

• Investment approval: Being part of one of the largest Peruvian owned and controlled groupsgives us significant advantages in the decision making process. Due to the early involvement ofaffiliated anchors, we are able to expedite decision regarding the land acquisition and design forshopping centers.

• Development and construction: Our construction process is monitored and controlled by a projectmanagement team, allowing us to monitor on a quarterly basis the effectiveness and efficiency ofthe process. We outsource construction activities. One of the main challenges of this process inPeru is the lack of adequate urban planning and inconsistent regulation. To overcome theseobstacles we have a unique specialized remediation team, allowing us to accelerate a typicallyslow permitting process by actively engaging with local regulators.

Tenants

We categorize our tenants in three groups: anchor tenants, strategic tenants and high profittenants.

Anchor tenants typically lease 60-85% of the GLA in our shopping centers and sign long termleases. In most of our shopping centers, many of the anchor tenants are either one of our own stores,such as our supermarkets or stores of affiliated brands controlled by Intercorp Peru or its shareholders,such as Oechsle (a department store chain), Promart (a home improvement chain), Cineplanet(a movie theatre chain) and NG Restaurants (fast food sales). These affiliated brands are recognizedfor their high quality service and products, and therefore help increase consumer traffic in ourshopping centers. The early commitment of these stores to our shopping center developments allows usto create a complimentary portfolio of retail tenants that, in turn, allows us to attract other retailersand achieve an optimal tenant mix, given the high degree of store traffic. This traffic also improves ourability to secure financing for these developments. Furthermore, we have developed commercialsynergies with tenants such as shared promotions, which help us to ensure traffic and gain customerloyalty.

Strategic tenants typically are mid-sized retailers and lease 10-20% of the GLA in our shoppingcenters. The advantages of having strong anchor tenants make us a preferred business partner forstrategic tenants who are looking for locations with a high rate of customer traffic. In addition, thesetenants also prefer us because they have the opportunity to expand faster through our large shoppingcenter chain and through our future openings.

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High-rent tenants typically are smaller retailers and lease 10-30% of the GLA in our shoppingcenters through short-term leases. These tenants typically pay the highest rates per square meter ofGLA because they sign short-term leases in a shopping center that already has substantial occupancy.

We constantly seek to offer a broad range of services in our shopping centers to increase thenumber of visitors and sales volume, thereby maximizing our lessees’ profits and strengthening ourrelationships with our lessees. To that end, we prepare an annual strategic plan for each shoppingcenter, which takes into account growth factors such as the state of the Peruvian economy, the locationof the shopping center, competition, population and market opportunities, among other things. As partof this strategic plan, we identify and improve stores in our shopping centers with potential for growth,and may move those stores which are experiencing financial difficulties, in order to ensure that ourshopping centers continue to generate traffic. Lessees are in turn provided with advice with respect torenovations or locale changes and other measures to improve their performance.

When determining the tenant mix for our shopping centers, our leasing strategy considers variousfactors such as existing market conditions, the primary focus of the shopping center and localpurchasing habits. We maintain a database of retailers and also have direct access to the leadingretailers in Peru as a result of our position in the Intercorp Peru group of companies. Accordingly, weare able to select among the best retailers for each shopping center.

We pass through fees for utilities, security and maintenance services to our tenants. Our shoppingcenters typically have a very high occupancy rate of over 97%. We do not believe that the loss of anyone tenant would have a material adverse effect on our business.

Competition

We compete on the basis of location, physical amenities, services and rental fees. We face strongcompetition from shopping center chains and other international and domestic operators of shoppingcenters. For information on our competitive position, see ‘‘Industry—Shopping Centers.’’

Regulation

The shopping center industry in Peru is subject to national and local regulations. In general, webelieve that we are in compliance with all material regulatory requirements applicable to our shoppingcenters business, including requirements regarding the zoning of locations, permits for construction anddevelopment and maintenance and environmental requirements.

Employees

As of June 30, 2012, our shopping centers segment had 307 employees. An insignificant number ofthese employees are represented by unions. We believe that relationships with these employees aresatisfactory.

Information Management Systems

Our information management systems include our point-of-sale terminals, communicationinfrastructure, logistics system, inventory management and other software applications used to controlour inventories and general financial and sales performance reports. These systems have backupdata-processing systems that could be used in the event of a catastrophe or a failure of our primarysystems.

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Intellectual Property

We own the material trademark and trade name rights used in connection with our brands and themarketing and sale of our products, which include InkaFarma, Plaza Vea, Vivanda, EconoMax, RealPlaza and others. We protect our trademarks and trade names by exercising our rights under applicabletrademark and copyright laws.

Properties

As of June 30, 2012, we owned or leased on a long-term basis 78 supermarkets, 466 pharmaciesand 13 shopping centers. Through our land bank, we currently own or lease on a long term basis over288,000 square meters of property throughout Peru.

Insurance

We maintain insurance policies that provide suitable, adequate coverage for the risks inherent inour businesses, including our pharmacies, associated with our owned and leased properties, productsand equipment. These insurance policies typically exclude certain risks and are subject to certainthresholds and limits. We renew our insurance policies on an annual basis. We believe our insurancepolicies are adequate to meet our needs, however, we may sustain losses that are outside the coverageof our insurance policies or in excess of their limits.

Legal Proceedings

We are a party to certain legal and administrative proceedings relating to tax, labor claims and civilliability. We have established provisions for contingencies classified as probable risk of loss by our legalcounsel handling such matters. Contingencies classified as a possible risk are disclosed pursuant toaccounting principles in the notes to our audited combined financial statements and related noteselsewhere in this Offering Memorandum. Contingencies that are classified as remote risk do notrequire any provisioning or disclosure.

Set forth below is a brief description of the most significant legal proceedings to which we are aparty as of the date of this Offering Memorandum.

Supermercados Peruanos

• Supermercados Peruanos is a defendant in an action that was brought before a Peruvian civilcourt by Asociacion de Residentes Alfonso Ugarte (‘‘ARAU’’) in 2009, asserting that ARAU isthe sole owner of 3,822 square meters of certain real property located in the city of Lima.Supermercados Peruanos currently operates the Plaza Vea Alfonso Ugarte supermarket on partof this property. The court dismissed the initial claim in July 2009, but the claim was appealedand the superior court ruled in favor of ARAU, overturning the court of first instance’s decision.Supermercados Peruanos submitted an extraordinary appeal on points of law to the supremecourt of Peru, which subsequently annulled the superior court’s decision and remanded theproceeding to the superior court in order to issue a new judgment. The case is now pendingbefore the superior court to decide on this matter brought by ARAU.

• Supermercados Peruanos is a party to tax proceedings related to income tax and VAT mattersfor fiscal years 2004, 2005, 2006 and 2007. These assessments have either been appealed to thetax courts or are in the Peruvian tax authority’s (Superintendencia Nacional de AdministracionTributaria, or ‘‘SUNAT’’) audit stage. SUNAT has questioned the income tax deductibility ofshrinkage and inventory theft losses. Such assessments also affect VAT, because if the income taxdeductibility requirements are not satisfied, a VAT reimbursement is required. These

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proceedings collectively allege Supermercados Peruanos’ failure to pay approximatelyS/. 25 million, plus interest. We believe that Supermercados Peruanos properly deducted theseitems and has presented all the required explanations, reports and other information required byPeruvian law.

InkaFarma

• InkaFarma is a party to two separate proceedings before the Peruvian tax courts, whereinSUNAT alleges a failure to pay VAT over several months in 2004 and 2005. We believe thatInkaFarma was a beneficiary of an exemption contained in the Investment Promotion in theAmazon Act (Ley de Promocion de la Inversion en la Amazonia) and thus not subject topayment of VAT; however, SUNAT alleges that InkaFarma should have paid such taxes because‘‘management’’ activities, the condition required by law to apply the exemption, were not carriedout within the Amazon. These proceedings collectively allege InkaFarma’s failure to payapproximately S/. 18.7 million.

• InkaFarma, along with six other pharmacy chains, is a defendant in a proceeding initiated inDecember 2010 by INDECOPI for the alleged price fixing of 75 products (OTC and prescriptiondrugs) between 2008 and 2009. This action was brought prior to our acquisition of InkaFarma onJanuary 20, 2011. INDECOPI brought this action based on its review of emails. Given that theclaim did not reveal the content of the emails forming the basis for such claim, InkaFarma andtwo other defendants challenged the claims in INDECOPI administrative courts on the groundsof lack of due process. This challenge was sustained and INDECOPI recently issued a new claimin which it revealed the content of such emails. We are currently assessing the claim and emailspresented by INDECOPI to determine the plausibility of the facts alleged by that claim. Due tothe lack of significant precedents in similar cases and provided that this claim is in its initialstage, we are not in a position to adequately estimate whether or not we would be sanctioned,and if sanctioned the amount of any fine.

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MANAGEMENT

Board of Directors

Our board of directors is comprised of five members, three of which are independent, that havebeen appointed to three-year terms. The following table sets forth certain information with respect tothe members of our board of directors. The business address of each of our directors is CarlosVillaran 140, 19th Floor, Lima 13, Peru.

Name Position Year of Birth Year Appointed

Carlos Rodrıguez-Pastor . . . . . . . . . . . . . . . . . . . . Chairman & Director 1959 2011Ramon Barua . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 1946 2011Julio Luque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 1960 2012Pablo Turner . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 1960 2012Luis Carranza . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 1966 2012

Carlos Rodrıguez-Pastor. Mr. Rodrıguez-Pastor has served as our Chairman of the Board since2011. He also serves as Chairman of the Board of Intercorp Peru, Intercorp Financial, Interbank andSupermercados Peruanos, as well as other Intercorp Peru companies. Mr. Rodrıguez-Pastor holds abachelor’s degree in Social Science from the University of California at Berkeley and a master’s degreein business administration from the Amos Tuck School of Business at Dartmouth College.

Ramon Barua. Mr. Barua has served as our director since 2011. He also serves as a director andChief Executive Officer of Intercorp Peru, and director of Intercorp Financial, Interseguro and InteligoBank, as well as other Intercorp Peru companies. Mr. Barua received a degree in industrial engineeringfrom the Universidad Nacional de Ingenieria in Lima and a degree in economics from the UniversiteCatholique de Louvain in Belgium.

Julio Luque. Mr. Luque has served as our director since 2012. He also serves as director ofSupermercados Peruanos and Intercorp Retail, as well as other Intercorp Peru companies. He is also amember of the Executive Committee of Real Plaza. He also serves as managing director ofMetrica Inc., Chairman of Casa Andina Hotels, and director of CinePlanet, Marsh Peru, MG Rocs,Promperu, Dinet and Talma Menzies. Mr. Luque is a professor at the School of Management of theUniversity of Piura, Peru. He holds a bachelor’s degree in mechanical engineering from theUniversidad Simon Bolivar, Caracas, Venezuela, and a master’s degree in economics and managementfrom IESE Business School at Universidad of Navarra.

Pablo Turner. Mr. Turner has served as our director since 2012. He also serves as director ofSupermercados Peruanos and Intercorp Retail, as well as other Intercorp Peru companies. He served asChief Executive Officer of Almacenes Paris in Chile and Falabella Latin America. Mr. Turner receiveda bachelor’s degree in Business from the Universidad Catolica de Chile and master’s degree in businessadministration from the University of Chicago.

Luis Carranza. Mr. Carranza has served as our director since 2012. He also serves as director ofMilpo Mining Company, Rimac Seguros, BBVA Chile and Andino Investment Holding. He is currentlythe CEO of Sigma Capital, Infraestructure Investment Fund and Head of the Economics Departmentof Universidad San Martın. Previously, Mr. Carranza has served as Minister of Finance and director ofthe Central Bank of Peru. Within the private sector he has worked as Chief Economist for LATAMand Emerging Markets in BBVA. In addition, he has experience in several multilateral agencies:Chairman of the Board of CAF, Governor of the World Bank and IDB, Economist at the IMF, amongother positions. Mr. Carranza holds a PhD in Economics from the University of Minnesota and abachelor’s degree in Economics from Pontificia Universidad Catolica del Peru.

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Executive Officers

The business address of each of our executive officers is Carlos Villaran 140, 19th Floor, Lima 13,Peru.

Year of YearName Position Birth Appointed

InRetailJuan Carlos Vallejo . . . . . . . . . . . . . . . . Chief Executive Officer 1964 2012Augusto Rey . . . . . . . . . . . . . . . . . . . . Chief Financial Officer 1972 2012Gabriel Ortiz . . . . . . . . . . . . . . . . . . . . Supply Chain Director 1973 2012Alejandro Ponce . . . . . . . . . . . . . . . . . . Corporate Advisor 1970 2012Juan Alberto Franco . . . . . . . . . . . . . . . Corporate Advisor 1974 2012Gianina Gotuzzo . . . . . . . . . . . . . . . . . General Counsel 1975 2012Gonzalo Rosell . . . . . . . . . . . . . . . . . . . Corporate Finance and Investor 1976 2012

Relations OfficerSupermercados PeruanosJuan Carlos Vallejo . . . . . . . . . . . . . . . . Chief Executive Officer 1964 2012Augusto Rey . . . . . . . . . . . . . . . . . . . . Chief Financial Officer 1972 2011Gabriel Ortiz . . . . . . . . . . . . . . . . . . . . Supply Chain Director 1973 2011Jacqueline Mayor . . . . . . . . . . . . . . . . . Chief Operating Officer 1961 2007Adelberto Muller . . . . . . . . . . . . . . . . . Commercial Director 1962 2006

InkaFarmaCarlos Arce . . . . . . . . . . . . . . . . . . . . . Chief Executive Officer 1974 2011Delia Bustamante . . . . . . . . . . . . . . . . . Chief Financial Officer 1967 2011Alejandro Roman . . . . . . . . . . . . . . . . . Chief Operating Officer 1961 2001Gina Wright . . . . . . . . . . . . . . . . . . . . . Purchasing Director 1961 1997

InRetail RERafael Dasso . . . . . . . . . . . . . . . . . . . . Chief Executive Officer—Real Plaza 1970 2008Misael Shimizu . . . . . . . . . . . . . . . . . . . Chief Executive Office—InRetail 1973 2012

Properties ManagementJose Antonio Macia . . . . . . . . . . . . . . . Chief Financial Officer 1977 2011

InRetail

Juan Carlos Vallejo. Mr. Vallejo has served as InRetail’s and as Supermercados Peruanos’ ChiefExecutive Officer since 2012. Mr. Vallejo participated in the acquisition of Supermercados Peruanos in2003, and has been a Board member since then. He actively participated in the takeover andturn-around of Supermercados Peruanos. In 2005, Mr. Vallejo launched Real Plaza, where he was ChiefExecutive Officer. He was also responsible for the development of Oechsle, Promart and FinancieraUno. Mr. Vallejo served as Chief Executive Officer of Interseguro from 1997 to 2011 and Deputy ChiefExecutive Officer of Intercorp Financial Services from 2007 to 2011. Mr. Vallejo received a bachelor’sdegree in industrial engineering from Universidad de Chile and a master’s degree in businessadministration from INCAE Business School.

Augusto Rey. Mr. Rey has served as InRetail’s Chief Financial Officer since 2012 and asSupermercados Peruanos’ Chief Financial Officer since 2011. Previously, he served as Chief FinancialOfficer of Tiendas Peruanas and Financiera Uno. Mr. Rey was actively involved in the start-up ofOechsle since 2008. Previously, Mr. Rey was a Senior Manager at Bain & Company. Mr. Rey receiveda bachelor’s degree in industrial engineering from the Universidad de Lima and a master’s degree inbusiness administration from the Wharton School at the University of Pennsylvania.

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Gabriel Ortiz. Mr. Ortiz has served as InRetail’s director of Supply Chain since 2012 and asSupermercados Peruanos director of Supply Chain since 2011. Previously, he served as Logisticsdirector of Commercial ECCSA/Ripley, director of Operations of Performance Team Freight Systemsand Business Operations Manager of Vans, Inc. Mr. Ortiz received a bachelor’s degree in managementfrom Cal Coast University and is certified in project management from the Cornell College ofEngineering.

Alejandro Ponce. Mr. Ponce has served as a Corporate Advisor to InRetail since 2012. He is alsoManaging Partner at Nexus Group, a leading private equity firm in Peru. Mr. Ponce worked atSupermercados Peruanos from 2003 to 2010. He was actively involved in the acquisition, takeover andturn-around of Supermercados Peruanos. He was the director of Infrastructure and BusinessDevelopment of Supermercados Peruanos until 2010, where he was responsible for the development ofnew stores and securing landbank for future development. Mr. Ponce is also a member of the ExecutiveCommittee of InkaFarma and Real Plaza. Mr. Ponce holds a bachelor’s degree in economics fromUniversidad del Pacıfico, and a master’s degree in business administration from the Wharton School atthe University of Pennsylvania.

Juan Alberto Franco. Mr. Franco has served as a Corporate Advisor to InRetail since 2012. He isalso a Principal at Nexus Group, a leading private equity firm in Peru, since 2009. Mr. Francoparticipated in the acquisition, financing and takeover of InkaFarma, and the structuring and placementof Intercorp Retail’s US$300.0 million bond. Previously Mr. Franco served as Chief Financial Officer ofAtacocha mining and Vice President at JPMorgan’s Latin America Investment Banking division in NewYork. Mr. Franco holds a bachelor’s degree in economics from Universidad Catolica del Peru and amaster’s degree in business administration from Cornell University.

Gianina Gotuzzo. Mrs. Gotuzzo has served as InRetail’s General Counsel since 2012. She has alsoserved as Legal Counsel of Inteligo Bank Ltd., Inteligo SAB S.A. and Intercorp Peru since 2010.Mrs. Gotuzzo was previously a Senior Associate of Hernandez & Cıa. Mrs. Gotuzzo was a professor ofcorporate law at Pontificia Universidad Catolica del Peru for seven years, where she received her lawdegree in 1999. Mrs. Gotuzzo holds an LL.M. from Cornell University and was admitted to the NewYork Bar in 2002.

Gonzalo Rosell. Mr. Rosell has served as our Corporate Finance and Investor Relations Officersince 2012. Previously, he served as Finance Manager at Grupo Brescia’s corporate headquartersparticipating on new investments and developments, which included the development of commercialreal estate. He also served as Associate at Citigroup’s investment banking division in New York, and asTrader of Minerals in Brussels and Lima. Mr. Rosell received a bachelor’s degree in Economics fromUniversidad del Pacıfico, in Peru, and a master’s degree in business administration from ColumbiaBusiness School in New York.

Supermercados Peruanos

Juan Carlos Vallejo. Mr. Vallejo has served as InRetail’s and as Supermercados Peruanos’ ChiefExecutive Officer since 2012. Mr. Vallejo participated in the acquisition of Supermercados Peruanos in2003, and has been a Board member since then. He actively participated in the takeover andturn-around of Supermercados Peruanos. In 2005, Mr. Vallejo launched Real Plaza, where he was ChiefExecutive Officer. He was also responsible for the development of Oechsle, Promart and FinancieraUno. Mr. Vallejo served as Chief Executive Officer of Interseguro from 1997 to 2011 and Deputy ChiefExecutive Officer of Intercorp Financial Services from 2007 to 2011. Mr. Vallejo received a bachelor’sdegree in industrial engineering from Universidad de Chile and a master’s degree in businessadministration from INCAE Business School.

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Augusto Rey. Mr. Rey has served as InRetail’s Chief Financial Officer since 2012 and asSupermercados Peruanos’ Chief Financial Officer since 2011. Previously, he served as Chief FinancialOfficer of Tiendas Peruanas and Financiera Uno. Mr. Rey was actively involved in the start-up ofOechsle since 2008. Previously, Mr. Rey was a Senior Manager at Bain & Company. Mr. Rey receiveda bachelor’s degree in industrial engineering from the Universidad de Lima and a master’s degree inbusiness administration from the Wharton School at the University of Pennsylvania.

Gabriel Ortiz. Mr. Ortiz has served as InRetail’s director of Supply Chain since 2012 and asSupermercados Peruanos’ director of Supply Chain since 2011. Previously, he served as Logisticsdirector of Commercial ECCSA/Ripley, director of Operations of Performance Team Freight Systemsand Business Operations Manager of Vans, Inc. Mr. Ortiz received a bachelor’s degree in Managementfrom Cal Coast University and is certified in project management from the Cornell College ofEngineering.

Jacqueline Mayor. Mrs. Mayor has served as Supermercados Peruanos’ Chief Operating Officersince 2007. She is responsible for developing, implementing and managing policies and proceduresrelated to store operations. Operations are divided in 4 regions, each with a manager reporting toMrs. Mayor, and across a total of 13,000 employees. Previously, Mrs. Mayor was Chief ExecutiveOfficer of Cineplanet and Bembos. She also worked for SAGA S.A., currently Saga Falabella.Mrs. Mayor has a bachelor’s degree in Business Administration from Universidad de Lima, and amaster in business administration from Escuela de Administration de Negocios para Graduados inLima.

Adelberto Muller. Mr. Muller has served as Marketing and Commercial director of SupermercadosPeruanos since 2006. Previously, Mr. Muller worked at Interbank’s credit card division and AFPHorizonte. He holds a bachelor’s degree in industrial engineering from Universidad Nacional deIngenierıa and a master’s degree from Escuela de Administration de Negocios para Graduados inLima.

InkaFarma

Carlos Arce. Mr. Arce has served as Chief Executive Officer of InkaFarma since 2011. Previously,he served as Associate Principal at McKinsey & Co. and as Brand Manager at Procter & Gamble.Mr. Arce received a bachelor’s degree in industrial engineering from the Universidad de Lima and amaster’s degree in business administration from the Kellogg School of Management at NorthwesternUniversity.

Delia Bustamante. Mrs. Bustamante has served as Chief Financial Officer of InkaFarma since2011. Previously, she worked for 10 years at Supermercados Peruanos, serving as Chief FinancialOfficer from 2007 to 2011. Between 2001 and 2007, she also held other managerial positions infinancial planning, administration and auditing, having an active role in the Supermercados Peruanos’turn-around. Mrs. Bustamante received a bachelor’s degree in business administration from theUniversidad de Lima and a master’s degree in projects and business evaluation from the UniversidadPolitecnica de Madrid.

Alejandro Roman. Mr. Roman has served as Chief Operating Officer of Eckerd Peru since 2006.He joined InkaFarma in 2001, and has held numerous positions. Mr. Roman has held managerialpositions at Farmacias Ahumadas, Farmacias Salco and Farmacias Cruz Verde in Chile. Mr. Romanholds a bachelor’s degree in Pharmaceutical Chemistry from the University of Chile and certificate inbusiness administration and marketing from Escuela de Administration de Negocios para Graduados.

Gina Wright. Mrs. Wright has served as InkaFarma’s Purchasing Director since 2008. She joinedInkaFarma’s purchasing division in 1997. Mrs. Wright has over 21 years of experience in the Peruvian

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pharmaceutical sector, having held managerial roles in purchasing and logistics. Mrs. Wright holds abachelor’s degree in pharmaceutical chemistry at Universidad Nacional de Trujillo.

InRetail RE

Rafael Dasso. Mr. Dasso has served as Chief Executive Officer of Real Plaza since 2008.Mr. Dasso also serves as Chairman of the Board of Cineplanet (the largest movie theatre chain inPeru), Peruplast and Inmobiliaria Milenia. Previously, Mr. Dasso served as Chief Executive Officer ofCineplanet. Mr. Dasso received a degree in business administration from Lehigh University,Pennsylvania, and a master’s degree in business administration from the Wharton School of Business atthe University of Pennsylvania.

Misael Shimizu. Mr. Shimizu was appointed Chief Executive Officer of InRetail PropertiesManagement SRL in 2011. Mr. Shimizu leads a team of 25 professionals focused on securing InRetail’slandbank. Previously he served as Business Development director of Supermercados Peruanos, from2005 to 2011, being responsible for the development of new stores and securing landbank for futureprojects. Previously, Mr. Shimizu was an Associate with APOYO Consultorıa—Management Consultingand Booz Allen and Hamilton. Mr. Shimizu received a bachelor’s degree in economics from theUniversidad del Pacıfico and a master’s degree in business administration from the Tuck School ofBusiness at Dartmouth.

Jose Antonio Macia. Mr. Macia has served as Chief Financial Officer of InRetail PropertiesManagement SRL since 2010. Previously, Mr. Macia served as Chief Financial Officer of Real Plaza.Mr. Macia also worked at Supermercados Peruanos from 2005 and 2006, serving as Financial PlanningManager. Mr. Macia received a degree in industrial engineering from the Universidad de Lima and amaster’s degree in business administration from IESE Business School at Universidad of Navarra.

Number and Election of Directors

Under the Pacto Social, the maximum number of directors of the Company may be freely fixed bythe general shareholders assembly or by the board of directors. The general shareholders assembly hasthe right to elect the board of directors. The existing directors have the right to appoint persons to fillvacancies, which persons may hold office until their successors have been appointed. See ‘‘Descriptionof Capital Stock.’’

Board of Directors Powers and Function

Our board of directors has the power to take any action necessary or useful to realize thecorporate objectives of the Company, with the exception of the powers reserved by the PanamanianLaw on Corporations or by the Pacto Social for the general shareholders’ assembly. Directors must acthonestly and in good faith in performing their duties. The expected behavior of a director is that of anormally prudent person, in a like position, having the benefit, when making such a decision, of thesame knowledge and information as the directors having made the decision. See ‘‘Description ofCapital Stock.’’

Board of Directors Meetings and Decisions

We expect that all of the resolutions of the board of directors will be adopted by a simple majorityof votes cast in a meeting at which a quorum is present.

Our board of directors will meet as often as it deems necessary to conduct the business of theCompany.

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Board of Directors Insurance and Indemnification

The Company may purchase insurance to protect itself from any potential loss or damage sufferedas a consequence of any actions of one or more directors of the Company.

Pursuant to the Pacto Social, the directors, the General Manager and officers of the Company,while acting on behalf of the Company, shall be indemnified and held harmless by the Companyagainst all actions, costs, charges, losses, damages, and expenses which they may incur by or by reasonof any act or omission in the execution of their duties, provided that this indemnity shall not extend toany matter in respect of any proven fraud or gross negligence.

Corporate Governance

Our board of directors has specific duties imposed on it by the Panamanian Law on Corporationsand the Pacto Social, but other than these principles and requirements, there are no specific corporategovernance principles or guidelines in Panama which are applicable to us.

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PRINCIPAL SHAREHOLDERS

Share Ownership

The following table shows our shareholders as of the date of this Offering Memorandum and aftercompletion of this offering of 20,000,000 shares at an initial offering price of US$20.00 per share andno exercise of the initial purchasers’ over-allotment option.

As of the dateof this Offering After completionMemorandum of this offering

Shareholders Shares (%) Shares (%)

Intercorp Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,668,225 74.76% 59,668,225 59.78%Intercorp Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,350,776 4.20% 3,350,776 3.36%NG Pharma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,476,959 8.12% 6,476,959 6.49%Intercorp Financial . . . . . . . . . . . . . . . . . . . . . . . . . 2,396,920 3.00% 2,396,920 2.40%Inteligo Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,821,282 9.80% 7,821,282 7.84%Interseguro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,157 0.12% 93,157 0.09%New shareholders after completion of this offering . . 20,000,000 20.04%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,807,319 100% 99,807,319 100%

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RELATED PARTY TRANSACTIONS

We and our subsidiaries engage in a variety of transactions among ourselves and with certain ofour affiliates and related parties. We both lease property from, and lease property to, several affiliateswho are part of Intercorp Peru. We are also dependent, to a certain extent, on affiliates of IntercorpPeru for the availability and quality of other services, such as our credit card arrangement withInterbank. All material transactions between us and any of our affiliates or related parties areevaluated by our senior management in accordance with applicable laws and internal guidelinesapplicable to all third-party transactions. These transactions are subject to prevailing market conditions.See ‘‘Risk Factors—Risks Relating to our Business—The interests of our controlling shareholder maynot be consistent with your interests or ours.’’

Our affiliates Interbank and Interseguro may extend loans to related parties in accordance withPeruvian law and regulations established by the SBS. According to Peruvian law, loans to relatedparties cannot be made on more favorable terms than those offered to the public. As a result, all suchrelated party loans have been made in the ordinary course of business, on an arm’s length basis and onsubstantially the same terms, including interest rates and collateral, as those prevailing at the time forcomparable transactions offered to the public. In addition, related party loans do not involve greatercollection risk or present other features unfavorable to us as compared to loans offered to the public.

Our operations and those of our subsidiaries are also restricted due to the financial and operatingcovenants of the Intercorp Retail Notes, which are applicable to our immediate parent Intercorp Retail,as parent guarantor under such notes, us and our subsidiaries Eckerd Peru and Inmobiliaria, assubsidiary guarantors and restricted subsidiaries under such notes, and Supermercados Peruanos, as arestricted subsidiary under such notes. Certain terms of our other indebtedness may also restrict ourability to engage in related party transactions. See ‘‘Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Liquidity and Capital Resources.’’

For additional information about certain transactions with related parties and affiliates, see note 28to our audited combined financial statements elsewhere in this Offering Memorandum.

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