Filed Pursuant to Rule 424(b)(1)
Registration No. 333-276435

PROSPECTUS

Auna S.A.

(incorporated in the Grand Duchy of Luxembourg)

30,000,000 Class A Ordinary Shares

We are offering a total of 30,000,000 class A ordinary shares, with a nominal value of US$0.01 per share (the “class A shares”), of Auna S.A. (“Auna” or the “Company”).

The initial public offering price is US$12.00 per class A share. We have been approved to list our class A shares on the New York Stock Exchange (“NYSE”) under the symbol “AUNA.”

AFP Integra S.A. (the “cornerstone investor”) has agreed to purchase 8,333,333 class A shares in this offering at the initial public offering price. The class A shares to be purchased by the cornerstone investor will not be subject to a lock-up agreement with the underwriters. The underwriters will receive the same discount on the class A shares purchased by the cornerstone investor as they will from any other class A shares sold to the public in this offering.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 4,500,000 additional class A shares, at the initial public offering price, less underwriting discounts and commissions.

Upon completion of this offering, we will have two classes of shares in our share capital, class A shares and class B ordinary shares, with a nominal value of US$0.10 per share (the “class B shares” and, together with the class A shares, the “ordinary shares”). The rights of the holders of the class A shares and the class B shares will be identical except for nominal value, voting and conversion rights. Each class A share will be entitled to one vote per class A share. Each class B share will be entitled to ten votes per class B share. Following this offering, our issued and outstanding class B shares will represent approximately 93.6% of the voting power of our issued and outstanding share capital (assuming no exercise of the underwriters’ option to purchase additional shares). Holders of class A shares and class B shares will vote together as a single class on all matters unless otherwise required by our articles of association or by law.

Each class B share is convertible into one class A share automatically upon any transfer that is not a permitted transfer in accordance with the Company’s articles of association, and the board of directors may suspend the voting rights of such class B share until such class B share is converted into a class A share. For so long as Enfoca (as defined herein) and Luis Felipe Pinillos Casabonne hold in the aggregate 10% or more of the voting power of our issued and outstanding share capital, we will have a dual class structure. However, if, on any given date, the ordinary shares held directly or indirectly by Enfoca and Mr. Pinillos Casabonne represent in the aggregate less than 10% of the voting power of our issued and outstanding share capital, then all the class B shares will be immediately converted into class A shares with full and equal economic and voting rights as provided under Luxembourg law on a one-to-one basis and the board of directors may suspend the voting rights of any class B shares outstanding. See “Description of Our Share Capital.”

Following the completion of the offering, Enfoca, our controlling shareholder, will own approximately 72.9% of our class B shares, representing approximately 68.3% of the combined voting power of our outstanding ordinary shares assuming no exercise of the underwriters’ option to purchase additional class A shares. The remaining 27.1% of the class B shares will be owned by Mr. Pinillos Casabonne and the other holders of our ordinary shares prior to this offering (the “Pre-IPO Holders”). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and may rely on available exemptions from certain corporate governance requirements. See “Management—Controlled Company Status.” Further, because Enfoca will own the majority of our voting power, it will have the ability to control the outcome of, among other matters, the election of our board of directors and, through our board of directors, decision-making with respect to our business direction; policies, including the appointment and removal of our officers and the fixing of directors’ compensation; major corporate transactions, such as mergers and acquisitions; changes to our articles of association; and our capital structure. We expect Enfoca’s ownership of the majority of our voting power to limit the ability of holders of our class A shares to influence corporate matters for the foreseeable future. See “Risk Factors—Risks Relating to the Offering and Our Class A Shares—The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the class A shares nor the offering have been or will be registered in the Grand Duchy of Luxembourg and therefore neither the class A shares nor the offering are or will be subject to Luxembourg laws applicable to public offerings in Luxembourg. The class A shares may not be offered or sold in Luxembourg except in compliance with the securities laws of Luxembourg.

We are an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements.

Investing in our class A shares involves risks. See “Risk Factors” beginning on page 33 of this prospectus.

The Company does not provide any activity as foreseen by the Luxembourg Law of April 5, 1993 in the financial sector, as amended, and the Luxembourg Law of 10 November 2009 on payment services, on the activity of electronic money institution and settlement finality in payment and securities settlement systems and consequently does not have any license with respect to the abovementioned laws and activities.

	Per class A share		Total
Public offering price	US$	12.00	US$	360,000,000.00
Underwriting discounts and commissions(1)	US$	0.60	US$	18,000,000.00
Proceeds, before expenses, to us	US$	11.40	US$	342,000,000.00

(1) See “Underwriting (Conflicts of Interest)” for a description of all compensation payable to the underwriters.

Delivery of the class A shares will be made on or about March 26, 2024.

Global Coordinators and Joint Bookrunners

Morgan Stanley	J.P. Morgan	BTG Pactual	Santander
Joint Bookrunners
	Citigroup	HSBC

The date of this prospectus is March 21, 2024.

TABLE OF CONTENTS

	Page
Presentation of Financial and Other Information		ii
Forward-Looking Statements		vi
Summary		1
The Offering		23
Auna Summary Financial and Other Information		27
Risk Factors		33
Use of Proceeds		66
Dividends		67
Capitalization		68
Dilution		70
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Industry		100
Business		130
Management		175
Principal Shareholders		182
Related Party Transactions		185
Description of Our Share Capital		188
Taxation		207
Underwriting (Conflicts of Interest)		215
Expenses of the Offering		226
Legal Matters		227
Experts		227
Where You Can Find More Information		227
Enforcement of Judgments		228
Index to Financial Statements		F-1

Neither we, the underwriters nor their respective affiliates have authorized anyone to provide you with any information other than that included in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. Neither we, the underwriters nor their respective affiliates take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. Neither we, the underwriters, or any of our or their affiliates have authorized any other person to provide you with different or additional information. Offers to sell, and solicitations of offers to buy, the class A shares are being made only in jurisdictions where such offers and sales are permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the class A shares. Our business, financial condition, operating results and prospects may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our class A shares. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; the term “Mexican peso” and the symbol “MXN” refer to the legal currency of Mexico; the term “sol” and the symbol “S/” refer to the legal currency of Peru; the term “Colombian peso” and the symbol “COP” refer to the legal currency of Colombia; and the term “euro” and the symbol “EUR” refers to the legal currency of the European Monetary Union.

All references to “EPS” and “EPSs” in this prospectus are to Entidades Proveedoras de Salud in Peru or Entidades Promotoras de Salud in Colombia, as the context requires. EPSs in Peru are private health insurance companies that provide EPS plans, a type of private insurance plan funded through a percentage of contributions to Seguro Social de Salud del Perú (“EsSalud”), the social security regime in Peru. EPSs in Colombia are institutions responsible for collecting and managing funds contributed to the social security system in Colombia by employers and employees and for providing the general and mandatory health insurance plans in Colombia. See “Industry—The Peruvian Healthcare Sector” and “Industry—The Colombian Healthcare Sector.”

Unless otherwise defined herein, all references to “Enfoca” in this prospectus are to Enfoca Sociedad Administradora de Fondos de Inversión S.A., a corporation (sociedad anónima) and/or to the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A., as the context requires.

Change of Corporate Name and Form

Prior to July 6, 2023, we were incorporated in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, we redomiciled to Luxembourg by way of a merger with Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, with Auna S.A. continuing as the surviving entity.

In this prospectus, “Auna,” the “Company,” “our company,” “we,” “us” and “our” may refer, as the context requires, to Auna S.A. and its consolidated subsidiaries after giving effect to the merger or to Auna S.A.A. and its consolidated subsidiaries prior to the merger.

Financial Statements

Our consolidated financial statements included in this prospectus have been prepared in soles. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. Our financial information contained in this prospectus includes our audited consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021.

On October 5, 2022, we acquired 100% of the outstanding share capital of Hospital y Clínica OCA, S.A. de C.V. (“OCA”) DRJ Inmuebles, S.A. de C.V. (“DRJ”), Inmuebles JRD 2000, S.A. de C.V. (“Inmuebles JRD 2000”), and Tovleja HG, S.A. de C.V. (“Tovleja” and together with OCA, DRJ and Inmuebles JRD 2000, “Grupo OCA”), a leading healthcare group in Monterrey, Mexico. The aggregate purchase price was US$677.0 million, subject to purchase price adjustments. We funded our purchase of Grupo OCA through the incurrence of indebtedness, as well as a capital contribution by certain of our shareholders, which they financed through the incurrence of indebtedness (the “Sponsor Financing”) through a holding company they created named Heredia Investments and pledged substantially all of the shares they hold in us in connection therewith. In addition to Heredia, Enfoca, our controlling shareholder, and Luis Felipe Pinillos Casabonne, a member of our board of directors and shareholder, are parties to the Sponsor Financing. We are not a party to nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Furthermore, the lenders under the Sponsor Financing do not have recourse against us for the debt or any other

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amounts owed by Heredia Investments under the Sponsor Financing, nor do we have any obligation to Heredia Investments to repay its debt under the Sponsor Financing. However, our shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders). As a result, our shareholders party to the Sponsor Financing intend to repay US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) outstanding under the Sponsor Financing with a portion of the proceeds of this offering and in connection therewith, the documents governing the Sponsor Financing will be amended (the “Sponsor Financing Amendment”). To facilitate a portion of that repayment we will contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) of the proceeds from this offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%. Heredia Investments will use the funds it receives from Auna Salud S.A.C. to repay US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) outstanding under the Sponsor Financing. Following the completion of this offering and the use of proceeds therefrom, US$143.0 million (or a minimum of US$118.0 million if the underwriters exercise their option to purchase additional shares) aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders party to the Sponsor Financing intend to refinance in the near term. The indebtedness under the Sponsor Financing will become due at the maturity date, which is October 5, 2025. The documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various covenants and other obligations of the shareholders who are party thereto, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. Finally, the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will no longer require that our shareholders repay the Sponsor Financing with proceeds they receive from a primary equity offering by us. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so. See “Risk Factors—Risks Relating to the Offering and Our Class A Shares—Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.” For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein, please refer to copies of the Form of Amended and Restated Note Purchase Agreement and the Form of Amended and Restated Credit Agreement, which are filed as Exhibits 10.28 and 10.29, respectively, to the registration statement of which this prospectus is a part. For additional information, see “Use of Proceeds” and “Principal Shareholders—Sponsor Financing.”

Our fiscal year ends on December 31. References in this prospectus to a fiscal year refer to our fiscal year ended on December 31 of that calendar year.

Currency Translations

We have translated some of the sol amounts contained in this prospectus into U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate sol amounts

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to U.S. dollars was S/3.705 to US$1.00, which was the exchange rate reported on December 29, 2023 by the Peruvian Superintendencia de Banca, Seguros y AFPs (“SBS”). We have also translated certain Colombian peso amounts contained in this prospectus into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Colombian peso amounts to Peruvian soles was COP 1,034.38 to S/1.00 and the rate used to translate Colombian peso amounts to U.S. dollars was COP3,822.05 to US$1.00, which in each case was the exchange rate reported on December 31, 2023 by the Central Bank of Colombia (Banco de la República). We have also translated certain Mexican peso amounts contained in this prospectus into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Mexican peso amounts to Peruvian soles was MXN4.55781 to S/1.00 which was the exchange rate reported on December 29, 2023 by the Mexican Central Bank (Banco de México) and the rate used to translate Mexican peso amounts to U.S. dollars was MXN16.8935 to US$1.00, which was the exchange rate reported on December 29, 2023 by the Mexican Central Bank (Banco de México) and published in the Mexican Federal Official Gazzette (Diario Oficial de la Federación). These translations are provided solely for convenience of investors and should not be construed as implying that the soles, Colombian pesos, Mexican pesos or other currency amounts represent, or could have been or could be converted into, U.S. dollars or Peruvian soles, as applicable, at such rates or at any other rate.

Rounding

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

In preparing our audited consolidated financial statements as of and for the fiscal years ended December 31, 2023, 2022 and 2021, numerical figures are presented in thousands of Peruvian soles, unless otherwise noted.

The aggregations of figures derived from our financial statements may be computed using the corresponding figure expressed in thousands of Peruvian soles in our financial statements rather than being calculated on the basis of the financial information that has been subjected to rounding adjustments in this prospectus.

Non-GAAP Financial Measures

We use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Leverage Ratio, which are non-GAAP financial measures, in this prospectus. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.

We calculate EBITDA as profit (loss) for the period plus income tax expense, net finance cost and depreciation and amortization. EBITDA is a key metric used by management and our board of directors to assess our financial performance. We calculate Segment EBITDA as segment profit before tax plus net finance cost and depreciation and amortization. We calculate Adjusted EBITDA as profit (loss) for the period plus income tax expense, net finance cost, depreciation and amortization, pre-operating expenses for projects under construction, business development (income) expenses for expansion into new markets, change in fair value of earn-out liabilities and stock-based consideration. We calculate EBITDA Margin as EBITDA divided by total revenue from contracts with customers. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue from contracts with customers. We calculate Leverage Ratio as (i)(x) current and non-current loans and borrowings plus (y) current and non-current lease liabilities minus (ii) cash and cash equivalents, divided by (iii) Adjusted EBITDA.

We present EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Leverage Ratio because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, management and our board of directors use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Leverage Ratio to

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assess our financial performance and believe they are helpful in highlighting trends in our core operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding the growth of our business.

EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Leverage Ratio are not measures of operating performance under IFRS and have limitations as analytical tools. You should not consider such measures either in isolation or as substitutes for analyzing our results as reported under IFRS. Additionally, our calculations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Leverage Ratio may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies. For reconciliations of EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin to profit (loss) for the period and Segment EBITDA to segment profit (loss) before tax for the period, in each case, the most directly comparable IFRS measure, see “Auna Summary Financial and Other Information—Key Performance Indicators.”

Medical Loss Ratio

We use medical loss ratio (“MLR”), in this prospectus. MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans. We believe that MLR is an important measure of our operating performance in our healthcare coverage business as it is an indicator of the percentage of payments under our oncology plans that is used for medical treatment as compared to administrative costs and is widely used in the healthcare industry as a measure of operating efficiency.

Industry, Market and Benchmarking Data

We make estimates in this prospectus regarding our competitive position and market share, as well as the market size and expected growth of the healthcare industries in Mexico, Peru and Colombia. We have made these estimates on the basis of our management’s knowledge and statistics and other information from the following sources: the Mexican Secretaría de Salud, the Mexican Instituto Nacional de Estadística y Geografía (“INEGI”), the Mexican Colegio Nacional de Especialistas en Medicina Integrada (“CONAEMI”), the Asociación Mexicana de Instituciones de Seguros and the Mexican Estadísticas de Salud en Establecimientos Particulares (“ESEP”), EsSalud, the Peruvian Superintendencia Nacional de Salud (“SUSALUD”), the Peruvian Ministry of Health (“MINSA”), the Colombian Superintendencia Nacional de Salud (“SUPERSALUD”), the Colombian Ministry of Health and Social Protection (“MinSalud”), the World Health Organization (“the WHO”), the SBS, Fitch Solutions, Emerging Markets Information System (“EMIS”) and the Economist Intelligence Unit (“EIU”), among others.

Industry publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.

We believe such sources are the most recently available as of the date of this prospectus, from government agencies, industry professional organizations, industry publications and other sources. We believe these estimates to be accurate as of the date of this prospectus.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to differ materially from the forward-looking statements that we make.

Forward-looking statements typically are identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” ”estimate,” “intend,” “project,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors.

The forward-looking statements in this prospectus represent our expectations and forecasts as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

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SUMMARY

The following summary provides an overview of our business, financial, and operating information. It does not contain all of the information that you should consider before making a decision to invest in our class A shares. Before investing in our class A shares, you should read this entire prospectus carefully for a more complete understanding of our business, including the information contained in sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus.

The Auna Way

Our mission is to lead the transformation toward a significantly improved and highly integrated healthcare system throughout Spanish-speaking Latin America (“SSLA”). We operate hospitals and clinics in Mexico, Peru and Colombia, provide prepaid healthcare plans in Peru and provide dental and vision plans in Mexico. Our focus lies in providing access to healthcare, prioritizing prevention and concentrating on some of the high-complexity diseases that contribute the most to healthcare expenditures, such as oncology, traumatology and orthopedics, cardiology and neurological surgical procedures. Our model offers an accessible and integrated healthcare experience to a broad segment of the population in the markets we serve. We offer an end-to-end healthcare ecosystem that provides our members and patients with access to life-long healthcare and various healthcare plan options, which empowers them to be in control of their own health journey, while offering them exceptional patient experiences and medical resolutions in their disease care. Our care delivery approach reflects our human-centered and patient-obsessed lens.

Our unique operating model is what we call the “Auna Way.” The Auna Way is our approach to effectively managing our businesses and operations; and creating high value for patients, families and our staff. It is our corporate DNA, our organization’s spirit and our deeper meaning; the one we revert to for clarity of action.

Our mission is underpinned by the Auna Way’s key pillars:

(i) We are committed to amplifying access to a life-long ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering 38 plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with life-long care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.

(ii) Our patient-centric approach prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.

(iii) We aim to provide medical services through evidence-based medicine, with patient well-being as the ultimate benchmark of quality and success. We are laser-focused on high-complexity care and are establishing regional Centers of Excellence in strategic high-complexity diseases. High-complexity care relates to highly specialized medical care, including specialized equipment and expertise, usually provided over an extended period of time, that involves advanced and complex diagnostics, procedures and treatments performed by medical specialists in state-of-the-art facilities. We have established Auna as a leading provider of cancer management in Mexico, Peru and Colombia and seek to equal these capabilities in cardiology, neurology and emergency trauma. Although we are subject to limitations from the dearth of state-of-the-art medical equipment and devices in certain fields, our aim is to continue scaling, outperforming and deploying end-to-end solutions and attend to the robust market demand for

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superior healthcare solutions in the markets where we operate. However, in order to do so, we will need to continue to attract and retain highly qualified doctors and medical professionals, invest in state-of-the-art medical equipment and devices at our facilities, and access high-quality medicines. See “Risk Factors—Risks Relating to Our Business—If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease” and “Risk Factors—Risks Relating to Our Business—Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.”

(iv) We aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.

(v) We focus on deliberate growth. We focus on, and want to continue, growing organically by optimizing assets and concentrating capacity usage towards higher complexity in an optimal manner. Although we have been successful in growing organically to date, such growth has at times been limited or delayed by the inability to obtain, or delays in obtaining, necessary permits, licenses or approvals in certain areas, by engineering and construction problems, and by disputes with contractors and subcontractors, among other matters. Similar difficulties could be encountered by us in organic growth initiatives we may undertake in the future. Our deliberate growth is also reflected in the strategy, “land, expand and integrate,” which we implement when we enter a new market. Through this strategy, we focus on targets that result in the acquisition of significant market share, providing us with many benefits, among them bargaining power with suppliers and insurance companies. We have leveraged this strategy to enter key cities in Colombia and Mexico and will seek to leverage it in the future to continue our deliberate growth. While integrating the operations of the facilities and healthcare plans we acquire comes with its challenges, including those related to increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions, we seek to leverage our experience in prior acquisitions to further our goal of growing inorganically in our geographies.

(vi) Our operations rest on the solid foundation of our organizational culture, as all we achieve depends on our strongest asset: our people. Every person at Auna embodies our principles of caring for patients, families, members and staff; transforming healthcare in our region; being passionate about human-centeredness and excellence; and we believe surprising with a superb and seamless healthcare experience. These cultural principles contribute to our institutional excellence in the pursuit of the best possible outcomes, which the reputation of our brands and the success of our business depend on.

This combination of mission, values, and practices put in place within our organization is what truly defines the Auna Way. As we have noted above, the success of our mission and our pursuit of the Auna Way are not without challenges. We must continue to attract and retain highly qualified doctors and medical professionals, invest in state-of-the-art medical equipment and devices at our facilities, and access high-quality medicines. We must obtain all necessary permits, licenses and approvals, overcome engineering and construction problems, and resolve disputes with contractors and subcontractors, among other matters, to facilitate our organic growth. We must successfully integrate the operations of the facilities and healthcare plans we acquire and overcome challenges related to that integration, including those related to increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions. We must accurately estimate and control

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healthcare costs, including the corresponding prices of our plans and services to offset such costs. We must be able to service our significant indebtedness and comply with the restrictive covenants under the agreements governing our debt instruments. In addition, under the Sponsor Financing, our shareholders are required to cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. See “Principal Shareholders—Sponsor Financing.” Further, we must successfully navigate the risks of operating in Mexico, Peru and Colombia, including the extensive legislation and regulations we are subject to in these jurisdictions. Any failure to do any of the above could harm our business and/or materially impair our ability to execute our strategic plans. See “Risk Factors.”

Our Model

Our business model closely reflects the key tenets of the Auna Way and is integrated both horizontally and vertically. Over the past five years, we have built one of SSLA’s largest modern healthcare platforms that consists of two key components: a horizontally integrated network of healthcare facilities across SSLA (our “healthcare network”) and a vertically integrated portfolio of oncological plans and selected general healthcare plans (our “healthcare plans”). Our healthcare network provides a range of in-person services through our network of medium-to-high-complexity focused hospitals, clinics and outpatient facilities as well as complementary virtual care and at-home care.

Our healthcare plans include mono-risk oncology plans, which are plans focused solely on cancer, and general healthcare plans, which are plans covering a range of basic healthcare needs and also include coverage for cancer. Our mono-risk plans generally target consumers that are seeking to supplement the oncology coverage in their existing third-party private or public general healthcare plan with better-quality care, or that are seeking to supplement another existing healthcare plan that does not offer such coverage. Our general healthcare plans generally target consumers that either do not have an existing private healthcare plan or have an existing private or public healthcare plan that is inadequate for their needs. Our mono-risk oncology plans are not available for consumers with pre-existing conditions other than those who may gain coverage through a group plan which is priced based on projected active patient treatment costs. Both our mono-risk and general healthcare plans focus on preventative care (including early detection services, early treatment and complex care), and are moderately priced, with our mono-risk oncology plans starting as low as S/33.0 per month and the general healthcare plans starting at S/22.8 per month. As the average monthly income and minimum wage in Peru were S/1,674.4 and S/1,025, respectively, as of December 31, 2023, our plans are generally within reach of many Peruvians.

We believe that our platform has the only truly regional footprint in SSLA. We seek to operate in under-penetrated markets, characterized by limited access to medical care, a poor quality of clinical services, and deficient public healthcare infrastructure. We believe that the Auna Way provides us with a differentiated operating ability to serve these markets, which is further complemented by our robust platform that can efficiently scale to serve all segments of the population and unlock operating efficiencies. We have implemented this business model throughout our regional network, and it is currently in different stages of completion in each of our markets.

Highlights of our integrated platform include:

• Horizontally integrated healthcare network facilities: We own and operate networks of premium hospitals and clinics providing care at all levels of complexity and focus on higher complexity procedures in the three markets in which we operate. As of December 31, 2023, our network of facilities included 15 hospitals with 2,308 beds and 16 outpatient, prevention and wellness facilities in Mexico, Peru, and Colombia. Each component of our healthcare ecosystem is integrated through our scaled platform, standardized clinical best practices and protocols, and centralized operational and administrative support function. This cohesive approach improves our operating efficiency by better supporting providers and employees as they deliver exceptional care and an exceptional experience to

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the more than 1.0 million patients we serve annually. During the year ended December 31, 2023, our medical staff carried out over 1,069,000 in-person consultations as well as over 88,000 procedures, of which 38% were from high-complexity related specialties, while maintaining a net promoter score (“NPS”) of 82.0 in Mexico, 65.6 in Peru, and 83.5 in Colombia as of December 31, 2023. These scores compare favorably with other large healthcare networks in Latin America, such as Rede D’Or and Diagnósticos da America (“DASA”), with scores of 56.0 and 71.0, respectively, as of 2022.

• Vertically integrated portfolio of mono-risk plans and selected general healthcare plans: Fully vertically integrated with our healthcare provider network in Peru, we provide prepaid health plans in Peru. We are the leading private healthcare plan provider in Peru, with a 27.0% market share. Oncosalud S.A.C. (“Oncosalud”), which was founded in 1989, provides a variety of mono-risk plans focused on oncology and had over 982,000 memberships as of December 31, 2023. Our general healthcare plan business which was launched in 2019, had over 288,000 memberships as of December 31, 2023. Our patients with an Auna health plan utilize the Auna healthcare facilities in Peru. As a fully integrated payer and provider of care, we are able to take a long-term, value-based approach to healthcare and focus on prevention, early detection and treatment, which we believe contributes to positive medical outcomes as demonstrated by the 74% 5-year survival rate for our oncology plans and a differentiated ability to manage costs. For example, approximately 96% of our costs related to prevention and treatments are incurred within Auna healthcare facilities, allowing us to closely monitor and control costs. In addition, in February 2023, we acquired Dentegra Seguros Dentales, S.A. (“Dentegra”), a small insurance platform previously owned by Delta Dental that provides dental and vision plans to over 2.7 million memberships in Mexico. We intend to leverage off Dentegra’s insurance licenses, established commercial capabilities, dedicated commercial teams, distribution platforms, regulatory and commercial relationships, and membership base to begin offering our mono-risk healthcare plans, particularly our oncology plans, in Mexico. Subject to the successful integration of Dentegra into our portfolio, we expect that Dentegra’s existing nationwide insurance license will expedite our time to market. See “Risk Factors—Risks Relating to Our Business—We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions.” Our launch of our mono-risk oncology plans, as well as potential mono-risk plans for other high-complexity diseases, would create a fully integrated payer and provider ecosystem in Mexico.

• Technologically enabled: Our platform serves patients, their families, members, caregivers and administrative staff and focuses on scaling our clinical, administrative and operational performance. We have leveraged tools from best-in-class vendors to create a solid, scalable platform. Patients, members and caregivers benefit from electronic health records, online appointment scheduling, appointment management, insurance management and membership verification, telehealth services and access to a digital pharmacy. Our platform is accessible through a smartphone app (the “Auna App”) and via desktop in Peru and is being rolled out in other geographies. Internally, our technology supports medical insights, medical record management, administrative functions and revenue cycle management. We believe that by continuing to invest in our technology solutions, we can provide accessible, immediate and timely access to healthcare to, and more effectively reach, broader and underserved segments of the population.

Our History

Our business was founded in Peru in 1989 as Oncosalud, a healthcare coverage provider, selling prepaid coverage plans that provide members a full range of services for the prevention, detection and treatment of cancer. Our prepaid oncology plans require a modest monthly payment and address an unmet need in the healthcare coverage market in Peru, which has resulted in consistent plan membership growth through the years.

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Starting in 1997, we established our own network of Oncosalud facilities to integrate and treat our plan members, as well as the patients of other payers, including private insurance companies.

In 2011, we continued to extend our healthcare services offerings and facility network through organic development and acquisitions across major cities in Peru. Today, through our urban ecosystems of the Auna Peru network, we own and operate six general hospitals, two specialized oncology hospitals and six clinics, and numerous other facilities which offer a wide range of medical specialties and subspecialties. We offer a wide range of premium clinical services in our facilities, providing patients convenient access to their treatments, diagnostics, imaging, laboratory and pharmacy needs. Our purpose-built physical locations are complimented by our technology platform, which is built on over 30 years of actuarial data and longitudinal patient medical records. This single shared source of information is enhanced by robust analytics capabilities, integrated to enable data-driven clinical and operational decisions, improving service efficiency and optimizing margins.

In 2018, we expanded into Colombia by acquiring Promotora Médica Las Américas S.A. (“Grupo Las Américas”). Through this acquisition, we acquired Clínica Las Americas, ranked the 10th best hospital in Colombia by América Economía’s 2021 Best Hospital Rankings and 3rd best hospital in oncology in Colombia, as well as Instituto de Cancerología (“IDC”), the only healthcare institution in Colombia that is a sister institution of MD Anderson. This acquisition provided a meaningful footprint in Colombia’s second-largest city, Medellín and positioned us to further expand our Auna Colombia network with a set of additional meaningful acquisitions and organic expansions, with our acquisition of 70% of the shares of Oncomédica S.A.S. (“IMAT Oncomédica”) in Montería being the most recent. In Medellín, we operate one general hospital, one specialized oncology hospital (IDC), and six clinics. In Envigado, we operate one general hospital and one clinic. Finally, we operate one hospital in Montería and one in Barranquilla. Our facilities provide healthcare services to patients covered by a range of payers in Colombia, including both public and private insurers.

In October 2022, we expanded into Mexico through the landmark acquisition of Grupo OCA, a private healthcare group located in Monterrey, Mexico operating three high-complexity hospitals with 708 beds and an estimated market share of 34% in Monterrey. Similar to what we did in Colombia, we entered Mexico with scale and market power in one of the largest cities, which we believe will allow us to further expand our network and brand in the country. OCA Hospital was ranked among the top five hospital networks in northern Mexico for oncology and gastrointestinal surgery and Doctors Hospital, a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for oncology, cardiology, heart surgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2023.

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In February 2023, we acquired Dentegra, a dental and visual insurer with nationwide coverage across Mexico and the only specialized insurer to be ranked among the top five insurance providers in Mexico by the Asociación Mexicana de Instituciones de Seguros in 2022. Through Dentegra, we gained access to a nationwide health insurance license, more than 2.7 million memberships and deep commercial and regulatory know-how, which we believe will accelerate our ability to roll out our oncological plan products in the country and replicate our proven model, consisting of vertically integrated oncological health plans and a horizontally integrated healthcare services ecosystem.

(1) Total revenue from contracts with customers for the year ended December 31, 2023, amounted to S/3,875.9 million.

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Our Hospitals’ Geographic Footprint

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Today, we operate our business through four segments: (i) Healthcare Services in Mexico, which consists of our Auna Mexico network and Dentegra, (ii) Healthcare Services in Peru, which consists of our Auna Peru network, (iii) Healthcare Services in Colombia, which consists of our Auna Colombia network and (iv) Oncosalud Peru, which consists of our prepaid healthcare plans and oncology services provided at the Oncosalud Peru segment facilities. On a consolidated basis, for the year ended December 31, 2023, we generated revenue of S/3,875.9 million (US$1,046.1 million), loss of S/214.3 million (US$57.9 million), EBITDA of S/802.4 million (US$216.6 million) and Adjusted EBITDA of S/824.8 million (US$222.6 million). Our revenues and Adjusted EBITDA increased 58.1% and 90.1%, respectively, compared to the year ended December 31, 2022, which reflects the consolidation of our recent acquisitions; a significant growth in our Healthcare Services in Peru segment due to an increase in the number of patients treated at our facilities and an increase in average revenue per patient relative to their treatment cost. The increase in loss is due to significant refinancing costs related to the Exchange (as defined herein) and our repayment of the 2028 Notes (as defined herein) in full. During the same period of time, 27.3%, 21.4%, 28.8% and 22.5% of revenue, 46.8%, 6.3%, 23.2% and 23.7% of operating profit and 47.6%, 9.4%, 22.0% and 21.1% of Segment EBITDA was generated at Healthcare Services in Mexico, Healthcare Services in Peru, Healthcare Services in Colombia and Oncosalud Peru, respectively. As of December 31, 2023, we had negative working capital, which is calculated as current assets minus current liabilities, of S/140.2 million (US$37.8 million) and our total debt and other financing, including all of our consolidated subsidiaries, was S/3,919.6 million (US$1,057.9 million). Our significant indebtedness could have important negative consequences to our business and operations, including the dedication of large portions of our cash flows to fund payments on our debt, which could reduce our ability to fund working capital, capital expenditures and other general corporate purposes and, ultimately, our ability to expand our capabilities, grow our operations and react to changes in our business or industry. Moreover, we are using a significant portion of the proceeds of this offering to repay a large portion of the Sponsor Financing, with respect to which we are not a party. See “Risk Factors—Risks Relating to Our Business—Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry,” “Use of Proceeds” and “Principal Shareholders—Sponsor Financing.”

Our Market

We currently operate in Mexico, Peru, and Colombia, which possess an aggregated gross domestic product (“GDP”) of approximately US$2,000 billion in 2022, a total population above 213 million, and a healthcare services expenditure of over $140 billion, and collectively account for 49%, and 52% of SSLA’s healthcare spending and population, respectively. These countries also have some of the largest groups of young populations in the region, which translates into favorable aging expectations, and have experienced rapid economic growth and improvements in per capita income, growing the middle classes in recent years, which we expect will increase healthcare spending in these markets over time. We also believe that the regulatory frameworks in these countries are conducive to further growth in the private healthcare provider segment for an integrated player like us. We believe that our integrated networks and operational model in each market provide us with a significant competitive advantage to capitalize on this growth. Through our operating model, we strive to achieve regional scale and a high degree of both horizontal and vertical integration in all of the markets where we operate, adapting to the specific characteristics and regulatory framework of each market.

The healthcare market in SSLA has several key characteristics that make it ripe for disruption and significant growth:

• Lack of access: According to Fitch Solutions, healthcare spending in SSLA is expected to amount to US$314 billion in 2023 and reach US$469 billion by 2028, in a market covering over 400 million people, yet more than 350 million individuals have restricted or no timely access to healthcare services. As a means of comparison, total healthcare spending in the U.S. amounts to more than US$4,000 billion in a market covering only approximately 330 million people. Average waiting times in SSLA are four to five times those of the U.S. and other advanced markets, while existing beds,

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outpatient rooms and related infrastructure is significantly below the WHO minimum recommended standards. For example, hospital beds per 1,000 inhabitants reach 1.0, 1.6 and 1.7 in Mexico, Peru and Colombia compared to the minimum recommended of 3.0 by the WHO. The healthcare markets in many regions in SSLA remain significantly underpenetrated as compared to developed economies, despite the SSLA market as a whole growing at 1.2 times the U.S. market, from 2019 to 2022, according to Fitch Solutions.

• Evolving demographics: As the region’s main economies continue to transition towards becoming middle-income countries aided by improving living standards, the growing populations will feature an increased representation of the elderly segment and this is expected to increase spending on healthcare needs, thus providing favorable tailwinds for the industry. The percentage of the population above 50 years old is expected to increase from 22.6% to 38.4% in Mexico, 21.6% to 34.4% in Peru and 24.5% to 42.1% in Colombia by 2050.

• Deficient public and private healthcare: Public healthcare systems throughout the region have been negatively impacted by pervasive, long-term lack of investment, leading to deficiencies in infrastructure and care. While private healthcare options exist, they are often unaffordable, making them inaccessible for most of the population and resulting in high out-of-pocket spending across the board. Private healthcare insurance penetration levels in SSLA remain substantially below those of the United States and even Brazil. Healthcare expenditure as a percentage of GDP excluding pharmaceutical sales in 2022 was 6.3%, 5.7% and 8.4% in Mexico, Peru and Colombia compared to 17.9% in the United States and 8.9% in Brazil.

• Lack of transparency: Throughout the region, conflicts of interest between insurers and providers result in poor client experience: asymmetries of information lead insurers to provide low or no coverage and demand high copayments to minimize costs, while hospitals and doctors frequently perform unnecessary procedures to maximize revenue. Patients thus face opaque cost structures and uncertain outcomes.

• Fragmentation and lack of coordination: The provider landscapes for healthcare services are often fragmented, with many independently owned hospitals and clinics, independent practitioners and overlapping and uncoordinated diagnostic labs, imaging providers and other services, leading to poor patient experiences, deficient medical outcomes and high costs due to lack of scalability. Patients are often forced to maneuver through various systems to receive care that could otherwise be provided by one provider. Patients also struggle to receive consistent and reliable healthcare services, as providers typically lack standardized and protocolized practices.

• Limited investments in technology: Digital solutions are critical to scaling healthcare delivery in the region, yet they represent only a small fraction of capital invested into emerging technologies in the region. The number of OECD countries that have implemented electronic medical records (“EMRs”) has increased over time, where on average, 93% of primary care practices use EMRs across 24 OECD countries in 2021. Additionally, most patients are able to view and interact with their information on EMRs as well as to access to teleconsultations or video-conferencing. In Mexico, the largest country where we operate by GDP, the percentage of primary care practices that use EMRs does not reach more than 40%.

• Differing regulatory frameworks: Across the region, multiple frameworks add an additional layer of complexity as they provide private companies with widely different incentives and margins of action. However, we believe that the regulatory frameworks in our markets are conducive to further growth for regional integrated players as they have a similarity of investor-friendly features, welcoming imported best-practices, therefore allowing us to establish standardized protocols and practices that allow us to manage and control costs.

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Our Competitive Strengths

Our key strengths closely reflect the Auna Way and include:

Vertical integration in Peru provides healthcare at an affordable cost and empowers our users to be in control of their own health journeys

We believe our vertically integrated approach in Peru allows us to offer a large part of the populations we serve access to healthcare plans (from traditional insurance products to mono-risk coverage of certain complex diseases and to service packages) that foster a seamless patient experience. Given that these plans are integrated to our horizontally integrated network, we believe they provide patients with confidence in the quality of patient experience and medical treatment they will receive as well as cost predictability. We believe this is a competitive advantage, in particular when compared to the baseline in the SSLA market, where patient options are often affected by market fragmentation, lack of industry standards and providers whose incentives are not aligned with the goals of their patients.

Through our Oncosalud network in Peru, we operate Latin America’s only fully vertically integrated oncology program where coverage and virtually all diagnostic and treatment services are provided by a single company. Oncosalud had over 982,000 memberships as of December 31, 2023 and a market share of 27.0% as of December 31, 2023, making it the top healthcare plan operator in Peru, according to SUSALUD, a position it has consistently maintained over the last decade. Our vertical integration has allowed us to be highly efficient while also providing effective patient results, as evidenced by Oncosalud’s 53.8% MLR as of December 31, 2023 and 74% 5-year cancer survival rate for the cohort of patients diagnosed between 2006 and 2016. Our plan members include healthcare consumers who do not have any other healthcare coverage, members who are covered by EsSalud but want supplemental coverage for cancer and individuals who have healthcare coverage from another private payer but want access to our leading expertise in oncology and our integrated care platform. We believe our prepaid oncology plans meet an important need in the Peruvian market, where the vast majority of the population either lacks health insurance or is reliant on the public sector for healthcare coverage.

We believe that our ability to offer a vertically integrated plan, which can be sold as oncology mono-risk coverage or as part of a general healthcare plan that is integrated into our horizontal network, provides a desirable alternative in the Peruvian market to consumers who seek to replace or supplement their other existing private or public healthcare coverage, as evidenced by the growth in our Oncosalud membership from 266,000 in 2008 to over 982,000 as of December 31, 2023 and the growth of our general healthcare plan members from launch to over 288,000 as of December 31, 2023. Further, our ability to offer standardized care across our network through an integrated solution that covers all aspects of patient care (from preventative care to treatment) in contrast to the fragmented services that are offered by our competitors, combined with the efficiencies from vertical integration, allow us to more competitively price our plans and deliver a more seamless experience to our customers.

In 2019, we expanded our portfolio to include selected general healthcare plans aiming to provide first-class services at more competitive prices than traditional insurance plans, leveraging our highly successful oncological model. As of December 31, 2023 we had a total of over 288,000 memberships for our general healthcare plans, which represented a 2.0% market share as of December 31, 2023, according to SUSALUD. Just in the year ended December 31, 2023, net additions to our membership base of the selected general healthcare plans reached over 90,000 new memberships or a growth of 45.4% in just twelve months. We believe we can leverage our deep expertise and extensive know-how developed in Peru across other similarly situated regions, particularly in Mexico.

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Horizontally integrated regional healthcare networks provide seamless patient experiences and significant network-level efficiencies

We believe our horizontally integrated approach allows us to foster a seamless patient experience. Across our integrated network of facilities, we are able to care for our patients in an efficient and coordinated way. For example, the medical providers, including physicians and other medical staff, in our healthcare network access the same patient health records. We have also established a variety of standardized protocols for treating particular diseases based on internationally recognized standards and medical practices, which we are in the process of rolling out across our facilities. We hold regular meetings with medical providers, including physicians and other medical staff, in our healthcare network to educate them on these protocols and encourage their use. This allows us to work at any time with the information for each patient, at each stage of their treatments, and enables seamless transitions across sites of care within the Auna network. Our integrated approach also allows us to pursue a long-term, value-based approach to care, which in turn allows us to provide care at competitive costs. Given that we are the principal payers for the patients that benefit from this integration, we promote preventative medicine and practice longitudinal population health management. We can closely monitor and anticipate patient health requirements, then offer patients expedited treatment. By covering all our patients’ healthcare needs in a preventative and coordinated manner, we enhance customer satisfaction and clinical outcomes, which drive positive brand awareness, resulting in greater customer loyalty and demand for our services.

In addition, our healthcare network provides us with multiple network-level efficiencies that we believe would be difficult for competitors to replicate. We operate one of SSLA’s largest healthcare platforms, which we believe is the only platform with a truly regional footprint. Due to our scale, we have become a “must carry” provider for major private health insurers in the three countries where we operate, meaning that including our Auna Mexico, Auna Peru and Auna Colombia facilities in their in-network coverage has become important for their plans to be competitive within their markets. This provides increased negotiating power with third-party payers, particularly private insurance companies and other healthcare payers. We also have the ability to reduce costs through the negotiation of favorable rates for the procurement of medicines and medical equipment and through the ability to make long-term investments in technology systems, data analytics and research on a centralized basis. The scale and quality of our network also allows us to attract the best doctors and management talent in the market. However, if we are unable to maintain the scale of our network and the demand for care, we may lose the benefits of our competitive position and negotiating power. See “Risk Factors—Risks Relating to Our Business—We face competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.”

Standardization of best practices across our networks through information sharing and normalized protocols

Our strategy continues to result in the roll-out of standardized protocols across medical, operational and administrative areas of our business. This strategy is further enhanced through our digitalized and integrated information systems. We have developed robust reporting processes to track treatment stages and outcomes across these areas and are able to share best practices across our networks to improve outcomes. We have implemented over 1,300 protocols and over 450 standardized clinical practice guidelines. Our doctors and patients have access to a cross-border, comprehensive network of medical expertise. For example, we are able to share the more than 30 years of experience and know-how that Oncosalud possesses with IDC and Oncomédica in Colombia. Likewise, Oncosalud has greatly benefitted from IDC’s and Oncomédica’s impeccable track-record as one of the top cancer care institutions in Colombia. These types of collaborations provide us with formidable oncology capabilities in the region.

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Premium clinical capabilities at all levels of complexity, with emphasis on high-complexity

We operate 15 hospitals with 2,308 beds and 16 outpatient, prevention and wellness facilities across Mexico, Peru and Colombia, including three hospitals specializing in oncology. While we provide services at all levels, our facilities specialize in medium and high-complexity medical services, such as oncology, cardiology, neurology, trauma and organ and bone-marrow transplants. We estimate that 56%, 55% and 57% of total revenue from contracts with customers related to surgical procedures from the Auna Mexico network, Auna Peru network and Auna Colombia network (excluding surgical procedures performed at IMAT Oncomédica, our hospital in Montería) is derived from high-complexity related specialties, respectively. The flagship hospital in our Auna Peru network, Clínica Delgado, which has a Diamond accreditation from Accreditation Canada International (“ACI”), is one of only two private hospitals in the country that are licensed to perform organ transplants and owns a well-equipped neonatal intensive care unit and maternity wards. Our flagship hospital in our Auna Colombia network, Clínica Las Américas, is a private hospital in Medellín specialized in high-complexity services, including oncology, cardiology and bone-marrow transplants and was ranked as the 10th best hospital in Colombia in América Economía’s 2021 Best Hospitals Ranking. Our flagship hospital in our Auna Mexico network, Doctors Hospital, is a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for oncology, cardiology, heart surgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2023. Our premium clinical capabilities are central to the strength of our reputation and our brand, our “must carry” status with health insurers and our ability to attract the best doctors. While we are strongly committed to maintaining our standard of care and offering state-of-the-art equipment, any failure to provide these capabilities may have an adverse effect on our business. See “Risk Factors—Risks Relating to Our Business—If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease.”

Successful inorganic and organic growth

Establishing scale in each of our markets has been a key component of our success to date, and we believe increasing our overall network scale will increase our efficiency and competitiveness in the future. We have built our healthcare network through a combination of organic facilities and through acquisitions of other facilities, and we continue to routinely evaluate acquisition and investment opportunities that are aligned with our strategic goals. We have leveraged our deep experience and proven track record to create a replicable “playbook” that we believe we can use to continue to successfully expand our reach. When we enter a new market, we employ our “land, expand and integrate” strategy, focusing on targets that allow us to immediately acquire a significant market share. This allows us to have scale in the new markets where we operate, providing significant benefits, such as bargaining power with suppliers and insurance companies.

When we acquire or build new facilities, we invest in standardizing the layout, equipment and operations. While integrating new facilities into our networks, whether organic or inorganic, comes with its challenges, such as increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions, we have a dedicated integration team with more than ten years of experience, which works to implement best practices. The successful execution of organic and inorganic initiatives has allowed us to increase the number of beds in our networks on an aggregate basis from 112 in 2012 to 2,308 as of December 31, 2023. A substantial majority of our revenue growth since 2019 is attributable to acquisitions. However, there can be no assurance that any future acquisitions that we make will be beneficial to our business. See “Risk Factors—Risks Relating to Our Business—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.”

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Comprehensive digital platform with robust data and technology architecture that enables us to deliver immediate, digitally enabled end-to-end patient experiences

We take a technology-intensive approach to healthcare to improve access and affordability. We have built an integrated Hospital Information System (“HIS”) and Healthcare Plan Core System (“HCP Core”) upon which the operations of our healthcare network and healthcare plan businesses respectively are run. The HIS and HCP Core systems are composed of commercially available and proprietary modules integrated via a reliable and scalable middleware, providing us with fundamental capabilities to securely exchange data throughout our system, enhance cost-efficiency, monitor and manage our activities, provide interfaces with our healthcare and administrative professionals and, through web enabled and smartphone apps, provide a portal for our patients and plan members. A central element of our HIS is our EMR system, which has been implemented across Peru and is being implemented in Colombia and Mexico. Because our technology is an integral part of our operations, any failure of our core information platforms to function properly could adversely impact our business. See “Risk Factors—Risks Relating to Our Business—A failure of our IT systems could adversely impact our business.” In addition to our core information platforms, we have developed the Auna App, which provides our members and patients in Peru with secure access to certain information in our system and an immediate, convenient and personalized way to manage all their healthcare needs. The Auna App allows patients and members to purchase healthcare plans, book and pay for medical appointments, check their medical records, receive reminders for upcoming appointments and procedures and obtain medical prevention tips, among other capabilities.

Solid financial growth backed by strong operating fundamentals

We believe that our wide array of services, the scale of our networks and our focus on cost efficiency has allowed us to achieve market-leading financial performance, even as the Peruvian, Colombian and Mexican economies have experienced moderate growth levels as compared to the previous decade. On a consolidated basis giving effect to our acquisitions in Colombia and Mexico, for the year ended December 31, 2023, we generated revenue of S/3,875.9 million (US$1,046.1 million), loss of S/214.3 million (US$57.9 million), profit margin of (5.5)%, EBITDA of S/802.4 million (US$216.6 million) and EBITDA Margin of 20.7% as well as Adjusted EBITDA of S/824.8 million (US$222.6 million) and Adjusted EBITDA Margin of 21.3%. Our EBITDA Margin for the year ended December 31, 2023 was 20.7%, which compares with that of other Latin American industry players such as Médica Sur at 23.5%, DASA at 17.4%, Rede d’Or at 13.9% and Hapvida at 9.7%, and with the average margins of comparable companies in Asia at 14.4%, Europe at 9.3% and the United States at 6.5%. Revenue and Adjusted EBITDA represented an increase of 58.1% and 90.1%, respectively, compared to the year ended December 31, 2022. The increase in loss is due to significant refinancing costs related to the Exchange (as defined herein) and our repayment of the 2028 Notes (as defined herein) in full. We believe our gross margin, which was 37.0% for the year ended December 31, 2023, solidly places us among the most profitable healthcare network operators in South America, including those in countries with more advanced healthcare systems such as Brazil and Chile, based on gross margins published by other publicly traded healthcare companies in South America, including Médica Sur at 36.4%, DASA at 30.6%, Hapvida at 24.8% and Rede D’Or at 23.7% and by comparable companies in Asia averaging 29.6%, the United States at 19.4% and Europe at 15.5%. This growth, however has come with significant increase in our indebtedness from S/3,511.6 million as of December 31, 2022 to S/3,919.6 million as of December 31, 2023. See “Risk Factors—Risks Relating to Our Business—Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.” Our EBITDA Margin may not be comparable to that of other companies; for further information see “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

Management team, board of directors and shareholders with industry know-how and strategic vision

We believe that the combined strengths and proven experience of our management team, board of directors and shareholders have succeeded in making Auna one of the premier companies in the healthcare industry in SSLA. In addition, we believe the track record and depth of knowledge of our management team provide us with

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a distinct competitive advantage. Together these executives bring a wealth of expertise in our three national markets and provide broad experience to our pan-regional integrated business. Our seasoned board of directors has more than 200 years of cumulative experience, providing us with a set of diverse and complementary capabilities. Our board of directors currently features four independent members with a diverse range of expertise in healthcare, law, investment banking, digital, and sales and marketing. Moreover, Auna has recently announced the implementation of a new organizational structure that will focus on scaling and integrating its established regional capabilities in medical resolution and patient experience.

Our controlling shareholder, Enfoca, is one of Latin America’s foremost investment firms and has a proven track record of more than 16 years as an active investor in private equity, contributing to our and other consumer-facing companies’ growth in the region. Enfoca has introduced strategic initiatives aimed at accelerating growth, enhancing profitability, fostering innovation, developing talent, increasing efficiencies and implementing best-in-class corporate governance practices that we believe position us well for sustainable long-term growth. In addition, Enfoca actively participates in many of our management-level committees, including our executive, buy & build, and human talent committees and helps drive the execution of our growth strategy. We believe that our controlling shareholder’s continuing support, engagement with management and long-term vision for growth gives us a competitive advantage, notwithstanding the potential conflict of interest it may also present. See “Risk Factors— Risks Relating to the Offering and Our Class A Shares—Following the completion of the offering, Enfoca, our controlling shareholder, will own approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.”

Potential Conflicts of Interest

While Enfoca’s engagement with us is expected to provide a competitive advantage, it may also present potential conflicts of interest. Our Executive Chairman of the Board and President, Jesús Zamora León, and a majority of our directors, including Jesús Zamora León, Jorge Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John Wilton, are employed by or otherwise affiliated with Enfoca as directors on its board of directors. Such employment relationships and affiliations could give rise to potential conflicts of interest when a director or officer is faced with a decision that could have different implications for the two companies, including decisions with respect to the desirability of changes to our business and operations, funding and capital matters, regulatory matters, agreements with Enfoca, board composition, employee retention or recruiting, labor, tax, employee benefits, indemnification and our dividend policy and declarations of dividends, among others.

Our Future

To achieve our mission, we rely on the following key strategies, which combine complementary medical, cultural and operational strategies:

Increase, improve and enhance access to our healthcare services, widening the coverage scope and geographic footprint of our health plans and service packages

We believe we have a substantial competitive advantage through the breadth of our healthcare plan offering, as it provides us with unique cost efficiencies and allows us to prioritize patient outcomes, and we plan to use our extensive expertise managing these populations to enhance our service package effort, tailored to the needs of insurance companies and other payers that are seeking to outsource these capabilities to best serve the populations under their command.

In healthcare plans in Peru, we have a long track record of providing oncology plans with a vertically integrated model where we are both insurer/payer and provider of treatment in our own facilities, achieving

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attractively low MLRs. In 2019, we expanded the scope of our healthcare plans by launching general healthcare and specialized plans in Peru, which provide our members with more flexibility than traditional insurance programs supported by our care at accessible prices, and have grown our membership base in those plans to over 288,000 as of December 31, 2023. Just in the year ended December 31, 2023, our membership base grew 45.5%. We believe there is ample opportunity for additional growth in these plans in Peru.

Through the acquisition of OCA in Mexico, we obtained the leading oncology services provider in the Monterrey area and with the acquisition of Dentegra, we have a platform that will facilitate rolling out general and specialized, including mono-risk, healthcare plans in Mexico that can be vertically integrated with our hospitals and other facilities. Dentegra has an ample distribution network and membership base of over 2.7 million, significant regulatory and commercial relationships, and a nationwide health insurance license, which we believe will allow us to accelerate our time-to-market to roll out oncological healthcare plans in the country in 2024. We plan to apply the know-how and experience obtained with Oncosalud to introduce oncology plans to the large and underserved Mexican market, providing the benefits of this specialized and affordable coverage to a broad market and unlocking a substantial growth opportunity to Auna. However, we face several challenges in adapting the Dentegra platform, which is currently focused on dental and vision plans, to offer oncology plans to the Mexican market. In particular, we must upgrade the IT systems that support the Dentegra platform to make them compatible with our oncology business. We must also develop capabilities that facilitate direct-to-consumer sales in Mexico (including digital and marketing channels), as the Dentegra model is currently focused on business-to-business sales. Further, we must implement certain controls related to insurance claims, which are expected to replicate our existing model in Peru.

We engaged Aditum Consulting Group S.A.S de C.V. (“Aditum”) to conduct an analysis of the market opportunity for our oncology plans in Mexico. Aditum provided a report (the “Aditum Report”) on March 27, 2022. Based on the Aditum Report, we have identified a total addressable market for our oncology plans in Mexico of between 10.8 million and 14.5 million potential memberships. Such total addressable market is calculated based on the following three groups of individuals identified in the Aditum Report as the main potential members for our oncology plans in Mexico: (i) uninsured individuals (defined as individuals without a healthcare plan covering large medical expenses and with a medium to high socioeconomic level), which the Aditum Report estimates as 7.9 to 9.7 million individuals, (ii) insured individuals with potential to switch healthcare plan providers (defined as those with an individual healthcare plan, who are over 40 years old and with a medium to high socioeconomic level), which the Aditum Report estimates as 1.6 million individuals, and (iii) insured individuals with potential to supplement their existing healthcare plans (defined as those covered under a group healthcare plan with individual coverage of less than MXN 3 million and with a medium-low to high socioeconomic level), which the Aditum Report estimates as 1.3 to 3.2 million individuals. For additional information on the calculation of this total addressable market, see “Risk Factors—Risks Relating to Our Business—Our estimated total addressable market for our oncology plans in Mexico is subject to inherent challenges and uncertainties.” Launching new products requires upfront investment and comes with the risk that the products do not satisfy consumers’ changing preferences. However, we believe that with plans that are similar to those refined by Oncosalud in Peru over many years, we will be able to capture a significant membership base among the underserved Mexican population and add to Auna Mexico the vertically integrated arm of the business, similar to our operations in Peru. Initially, we will focus on launching in Monterrey, which will allow us to test patient experience and claims management models for the Mexican market in a region with which we have familiarity, and where we have a significant presence and facilities. We plan to launch through in-hospital sales, telemarketing, digital sales, e-commerce, and B2B. If the launch in Monterrey is successful, we will focus on rolling out the plans in other major cities and eventually throughout Mexico within an integrated model to capture what we believe is a significant market opportunity. However, there can be no assurance that any product launches will be successful. See “Risk Factors—Risks Relating to Our Business—We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions.”

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Focus on being the premier provider of high-complexity services in our regional markets

Through the breadth of our networks, high-end medical equipment and world-class medical staff, we are able to be a one-stop shop for our patients, providing diagnostic laboratory, imaging and pharmacy services within our own network of facilities in addition to our inpatient, outpatient and telehealth services. With our unified technology platform and the standardized information it provides across facilities, we are also able to provide patient care at any of our facilities and to optimize our facilities for different levels and ranges of service capabilities. For example, if a patient typically receives healthcare at one of our lower complexity facilities, but needs a high-complexity service, we can access their medical records at another facility that is able to provide the high-complexity service and involve our higher-complexity facility and staff in ways that range from remote consultation and interpretation of diagnostics and imaging to having the patient travel to our high-complexity facility for specific treatments. However, in order to do so, we are necessarily reliant on our information technology systems, and any failure of our core information platforms to function properly could adversely impact our business. See “Risk Factors—Risks Relating to Our Business—A failure of our IT systems could adversely impact our business.” Our network approach to managing assets and capabilities allows us to cover nearly every medical situation, increase our high-complexity services through low-complexity services and still provide efficient service across our network. We intend to place a greater focus going forward on establishing regional strategic Centers of Excellence, similar to the Oncological Center of Excellence we currently have, for other high-complexity medical specialties and practices and differentiating the role that each of our facilities has within our healthcare network. We also plan to orient our flagship facilities, particularly Doctors Hospital in Mexico, Clínica Delgado in Peru, and Clínica Las Américas in Colombia, as well as selected facilities in smaller cities, towards higher levels of utilization for the high-complexity procedures and treatments in which we excel, which we believe will drive margin expansion.

Continue our patient-centric and value-based approach to healthcare delivery

We believe we have a unique patient-centric culture that focuses on proactive interactions with our plan members and patients to promote health objectives, including through innovative uses of technology, with the goal of fostering life-long relationships with them. We support our patients’ and members’ life journeys of health and diseases, from prevention to early detection, to early treatment, to disease management and recovery. Our patient-centric culture rests on three key elements, (i) proactive and early detection of illnesses, (ii) emphasis on healthy living and health awareness through general and individual communications with our healthcare plan members and our healthcare network patients and (iii) the integrated digital and in-person delivery of services and information using online and face-to-face tools to improve and streamline our members’ and patients’ healthcare experiences and medical outcomes. We intend to continue enhancing the plan member and patient experience using these tools and promoting further adoption of innovative means of interaction in the future.

In our healthcare plans segment in Peru, we perform more than 120,000 preventive check-ups on a yearly basis, targeting members we identify as higher risk using our extensive population history and our data analytics capabilities. Early detection and treatment are critical to achieving optimal medical outcomes, particularly with progressive diseases such as cancer. Early treatment also has a much higher rate of success and typically at a lower cost both in monetary terms and in terms of the physical and mental toll that treatment imposes on the patient. Early detection also strengthens our connection with each patient and enhances the likelihood that we will be the provider of choice for that patient for other services over time and for their friends and family. Incorporating best practices learned in over 30 years of experience in Oncosalud, we are also increasing our emphasis on healthy lifestyle habits, regular medical check-ups and other prevention and early detection services in our Auna Mexico, Auna Peru and Auna Colombia healthcare networks. Through this approach, we are well-positioned to detect and treat disease early and improve medical outcomes. Oncosalud’s industry-leading 5-year survival rate and MLR levels are a testament to the success of our approach.

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We complement our preventive medicine efforts by aiming to provide a seamless and integrated experience across different services and facilities, offering our patients timely information about their policy through digital means and providing immediate and convenient telehealth solutions, which in addition to improving our patients’ experiences, allow us to stand-out against our competition.

Leverage our technology platform and expand the use of digitally enabled solutions to improve our patients’ and members’ healthcare experiences and medical outcomes while optimizing efficiency and cost control

Our investments in technology allow us to provide standardized information in a timely and accessible manner to our healthcare practitioners which eases the burden on and promotes the effectiveness of our healthcare, management and administrative staff, and in turn enables us to provide efficient service at lower cost. For example, we were the first medical group in Peru to launch an EMR system that is accessible to doctors and staff throughout our network. The EMR system is a core component of our overall HIS, which is now in place in all of our hospitals in Peru and Colombia, and which we plan to implement in Mexico. We intend to expand our HIS to the Auna Colombia and Auna Mexico networks as well.

In addition to HIS and HCP Core, we also have introduced a telehealth platform that provides virtual diagnostic and treatment services, the Auna App that enables our plan members and patients to easily access their medical information, interact with us, schedule and pay for appointments, access their medical records, view results of their diagnostic tests and contact us in a convenient manner. We have also introduced a digital pharmacy, which is interconnected to our digital capabilities and remote appointments.

In addition to reducing administrative burdens and costs, these investments allow us to offer our patients a comprehensive, end-to-end healthcare solution in an immediate and timely manner, reducing waiting times for beds and consultations and seamlessly integrating digital solutions with top-of-the-line in-person services, thus providing a fluid customer experience throughout our network.

We plan to continue investing in technology and promoting digital adoption among our members and patients to enhance their healthcare experience and to strengthen our connection with patients after they have left our direct care.

However, any failure of our technology platform could materially disrupt these goals, and our ability to manage clinical information and patient data. See “Risk Factors—Risks Relating to Our Business—A failure of our IT systems could adversely impact our business.”

Expand our networks through organic and inorganic growth

The scale of our integrated healthcare networks in Mexico, Peru and Colombia is central to our success – it increases our brand awareness, allows us to achieve cost and other efficiencies at the network level and improves our bargaining power with third parties, including third-party payers and suppliers of medicines and medical equipment, as well as top-notch medical personnel. As a result, our scale provides us with the resources to continually improve the quality and breadth of our healthcare services. Due to the relatively low penetration of healthcare services in the countries where we operate, deficits in medical capacity and the generally poor quality of most public and many private healthcare alternatives, we believe there is significant room for growth. We intend to continue growing our current business by filling out current available capacity, investing in our business and adding facilities to each of our networks to address additional market needs and grow our business. Our goal is to have a presence in most or all of the major urban centers in the countries in which we operate and in doing so increase our patient and membership universe. Although we have a well-established presence in Lima and other large cities in Peru, there are several cities in Peru where we do not currently have a presence that have sufficient potential demand to be attractive markets to enter. In Colombia, we currently operate in the Medellín

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metropolitan area as well as in the northern cities of Barranquilla and Montería and will continue to assess opportunities to establish a presence in several of Colombia’s other major cities. In Mexico, we currently operate healthcare network facilities in the Monterrey metropolitan area, the most prosperous city in Mexico. In addition to the significant structural similarities between the Mexican and Peruvian healthcare sectors, Mexico represents a transformative market opportunity for us. Mexico’s market is over twice the size of the Peruvian and Colombian markets combined, while being even more underserved. Mexico has attractive demographic and macroeconomic tailwinds that result in significant growth prospects and in particular Monterrey and the north of Mexico, have been strongly benefitting from the ongoing nearshoring, increasing GDP per capita in the region and healthcare demand. We will seek to add facilities to our Mexican network that meet our standards of quality in terms of expertise of available medical staff, modern infrastructure that enables efficient operation and ease of access for patients and plan members in terms of location, both organically and inorganically. This expansion is likely to result in increased operating costs, which may or may not be offset by an increase in revenue. Moreover, while we believe there is significant room for growth in each of our markets, we have historically funded our acquisitions and inorganic growth by issuing debt. If we are unable to meet our obligations or incur additional indebtedness in the future, our ability to expand our networks may be affected. See “Risk Factors—Risks Relating to Our Business—Our operating results may be adversely affected if we are not able to estimate and control healthcare costs, or if we cannot increase our prices to offset cost or expenditure increases, at our hospitals and clinics and with respect to our healthcare plans” and “Risk Factors—Risks Relating to Our Business—Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.”

Continue to strengthen our strong clinical and research platform and capabilities and attract and retain top medical professionals

We believe that demand for our services is driven by our ability to offer a wide array of healthcare services. We are able to achieve this through the combination of top-notch facilities that meet our patients’ needs with a strong academic, scientific and clinical research backbone. We plan to continue to expand our intellectual capabilities and practical experiences, and with this, to consistently feed our standardization procedures and protocols, which improve medical outcomes and increase the demand for our services, closing the loop in a self-learning and scalable cycle of excellence. We will persistently leverage our scale to attract human capital across the whole organization including best-in-class doctors and other medical professionals. However, in light of historical shortages of such personnel in our markets, we may not be able to find sufficient medical professionals to achieve our desired level of service. See “Risk Factors—Risks Relating to Our Business—Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.”

Our intellectual platform is expected to be further strengthened by Auna Ideas, our non-profit biomedical and innovation engine. Auna Ideas currently operates seven accredited clinical research sites in the region, monitors more than 120 active trials within our networks and conducts more than 50 ongoing applied research projects. Auna Ideas has produced more than 100 peer-reviewed publications in biomedical journals in 2022, and has been distinguished as Peru’s first Oncology Research Center by the Consejo Nacional de Ciencia, Tecnología e Innovación (“CONCYTEC”), the country’s leading public scientific research institution. Furthermore, Auna Ideas’ head of biomedical innovation has been awarded the Golden Medal for his work in data science in radiology by the American College of Radiology.

Auna Ideas is complemented by the premier research capabilities of our Auna Colombia network oncology-focused hospitals: IDC physicians are regular contributors to some of the medical profession’s top journals, such as The Lancet and the Journal of Clinical Oncology, while Oncomédica has been the recipient of multiple research awards in the recent past distinguishing it as one of the top cancer care institutions in Colombia.

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We also utilize Auna Ideas as an online platform for continuous medical education throughout our markets. Auna currently offers laparoscopic surgical training in simulation centers in collaboration with Johnson & Johnson, and it has been designed as an International Training Center for Cardiopulmonary Resuscitation by the American Heart Association.

Corporate Structure

A simplified organizational chart showing our corporate structure is set forth below.

(1) In connection with the Sponsor Financing, our shareholders created Heredia Investments, which received the proceeds of the Sponsor Financing. The proceeds were used for a capital contribution to our subsidiary, Auna Salud S.A.C., in October 2022 to fund, in part, our purchase of Grupo OCA. Heredia Investments currently holds a 21% interest in Auna Salud S.A.C. directly.

Recent Developments

Acquisition of Partial Minority Interest in IMAT Oncomédica

In connection with our acquisition of 70% of the shares of IMAT Oncomédica in April 2022, we agreed to a put/call option under which one of the sellers has the option to sell and we have the option to buy all of their 18% remaining interest in IMAT Oncomédica at a value equal to US$32.8 million as of December 31, 2023. In addition, we agreed to earn-out obligations with the seller, pursuant to which we owe the seller US$14.0 million as of December 31, 2023. We are in the process of negotiating an arrangement (the “IMAT Oncomédica Arrangement”) whereby the seller would receive class A shares that represent approximately 1.8% of our outstanding shares on a fully diluted basis in September 2024 in exchange for (i) the seller’s 18% interest in IMAT Oncomédica and (ii) extinguishment of the put/call option and our earn-out obligation with that seller.

Corporate Information

Our principal executive offices are located at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. Our telephone number at this address is +51 1-205-3500.

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Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is http://aunainvestors.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this prospectus.

Summary of Risk Factors

As we have noted above, our competitive strengths and key strategies are subject to significant challenges, risks and limitations that could harm our business and/or materially impair our ability to execute our strategic plans. We must continue to attract and retain highly qualified doctors and medical professionals, invest in state-of-the-art medical equipment and devices at our facilities, and access high-quality medicines. We must be able to obtain all necessary permits, licenses and approvals, overcome engineering and construction problems, and resolve disputes with contractors and subcontractors, among other matters, to facilitate our organic growth. We must successfully integrate the operations of the facilities and healthcare plans we acquire and overcome challenges related to such integration, including those related to increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions. We must accurately estimate and control healthcare costs, including the corresponding prices of our plans and services to offset such costs. We must be able to service our significant indebtedness and comply with the restrictive covenants under the agreements governing our debt instruments. In addition, under the Sponsor Financing, our shareholders are required to cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. See “Principal Shareholders—Sponsor Financing.” Further, we must successfully navigate the risks of operating in Mexico, Peru and Colombia, including the extensive legislation and regulations we are subject to in these jurisdictions.

As further detail, we are subject to the following risks:

• our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate;

• our ability to estimate and control healthcare costs, or if we cannot increase our prices to offset cost increases or expenditure increases, at our hospitals and clinics and with respect to our oncology plans;

• our relationships with third-party payers;

• our significant reliance on our IT systems and the potential consequences of a failure of such systems;

• our ability to provide advanced care for a broad array of medical needs to maintain and expand our markets;

• our ability to maintain sufficient funds to settle current liabilities;

• competition in fragmented markets like Mexico, Peru and Colombia;

• our ability to recruit and retain quality medical professionals;

• our relationships with unaffiliated physicians in Mexico;

• acquisitions, partnerships or joint ventures that we make or enter into;

• our ability to integrate our acquired facilities or obtain the expected benefits from such acquisitions;

• our ability to collect rent payments from third-party physicians in Mexico and such tenants’ ability to make those payments;

• our ability to execute our organic growth plan, which includes the construction of additional hospitals and clinics as well as expansion of our existing facilities;

• our internal control over financial reporting;

• our ability to continue growing our business at historical rates;

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• our reliance on a limited number of suppliers of medical equipment, medicines and other supplies needed to provide our medical services;

• our compliance with extensive legislation and regulations, including privacy laws in Mexico, Peru and Colombia;

• our ability to obtain registrations, authorizations, licenses and permits for the establishment and operation of our hospitals and clinics;

• our ability to develop and commercialize new products and services under Oncosalud;

• our exposure to liabilities from claims brought against our healthcare professionals or our facilities;

• our exposure to litigation and other legal, labor, administrative and regulatory proceedings to which we are subject;

• insufficiency of our insurance policies to cover potential losses;

• any loss of members of our senior management team;

• our ability to maintain favorable labor relations with our employees;

• our reliance, as a holding company, on our subsidiaries to conduct all of our operations, and the ability of our subsidiaries to pay dividends and make other distributions to us which could adversely affect our ability to pay dividends;

• our significant indebtedness;

• economic, social and political developments in Mexico, Peru and Colombia, including political and economic instability, regime change, violence, inflation and unemployment;

• adverse climate conditions and other natural disasters;

• the concentration of our operations in Lima, Monterrey and Medellín;

• corruption and ongoing high-profile corruption investigations in Mexico, Peru and Colombia which could have an adverse effect on Mexican, Peruvian and Colombian economies;

• developments and the perception of risk in other countries, especially emerging market countries;

• variations in foreign exchange rates;

• changes in tax laws in Mexico, Peru, Colombia, Luxembourg or any other relevant jurisdiction which may increase our tax liabilities;

• disparity in the voting rights between the classes of our shares which could have an adverse effect on the value of the class A shares, and may limit or preclude the ability of certain of our shareholders to influence our corporate matters; and

• other factors identified or discussed under “Risk Factors.”

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

• the ability to present more limited financial data for our IPO, including presenting only two years of audited financial statements, as well as only two years of related management’s discussion and analysis of financial condition and results of operations disclosure;

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• an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and

• to the extent that we no longer qualify as a foreign private issuer, (1) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (2) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, including golden parachute compensation.

We may take advantage of certain of these provisions for up to five years following our initial public offering or such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual revenues of at least US$1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our class A shares that is held by non-affiliates exceeds US$700 million as of the prior June 30th, and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some but not all of the above-described provisions. For example, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under IFRS we have irrevocably elected not to avail ourselves of any extended transition period provided for by IFRS and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the International Accounting Standards Board. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies. References to an ”emerging growth company” in this prospectus shall have the meaning associated with that term in the JOBS Act.

Implications of Being a Foreign Private Issuer and Controlled Company

We are a “foreign private issuer” within the meaning of the rules under the Securities Act. Additionally, after the completion of this offering, Enfoca will control a majority of the combined voting power of our outstanding ordinary shares. As a result, we will also be a “controlled company” within the meaning of the NYSE corporate governance rules. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Luxembourg practices concerning corporate governance (which are not mandatory under Luxembourg regulations) and intend to continue to do so. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. We intend to take advantage of certain of these exemptions, and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

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THE OFFERING

The following is a brief summary of the terms of this offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our class A shares. For a more complete description of our ordinary shares, see “Description of Our Share Capital” and “Risk Factors” and our audited consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Issuer Auna S.A.

Securities Offered 30,000,000 of our class A ordinary shares.

Offering Price The initial public offering price is US$12.00 per class A share.

Option to Purchase Additional Class A Shares We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 4,500,000 additional class A shares at the initial public offering price, less underwriting discounts and commissions.

Indication of interest AFP Integra S.A. has agreed to purchase 8,333,333 class A shares in this offering at the initial public offering price. The class A shares to be purchased by the cornerstone investor will not be subject to a lock-up agreement with the underwriters. The underwriters will receive the same discount on the class A shares purchased by the cornerstone investor as they will from any other class A shares sold to the public in this offering.

Use of Proceeds We estimate that the net proceeds from this offering will be approximately US$336.5 million, or approximately US$387.8 million if the underwriters exercise their option to purchase additional class A shares in full. These amounts are based on an initial public offering price of US$12.00 per class A share, after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. We intend to use the net proceeds from this offering (i) to, in connection with facilitating the partial repayment of US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) by our shareholders of their Sponsor Financing, contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%, and (ii) for other general corporate purposes. See “Use of Proceeds.”

To the extent the underwriters exercise their option to purchase additional shares in full, we estimate that our additional net proceeds will be approximately US$51.3 million. In addition to the

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contribution of US$25.0 million to Auna Salud S.A.C. as described above, we will use the additional net proceeds we receive pursuant to any exercise of the underwriters’ option to (i) repay US$3.5 million of short term indebtedness and (ii) repay indebtedness under the Term Loans with any remaining amount.

Lock-Up Agreements We, our directors and officers and our existing shareholders have agreed, subject to limited exceptions, not to sell or otherwise transfer any of our class A shares or securities convertible into, exchangeable for, exercisable for or repayable with our class A shares, for a period of 180 days after the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P.Morgan Securities LLC (“J.P. Morgan”). See “Underwriting (Conflicts of Interest).”

Share Capital Immediately Following the Offering After giving effect to the offering, we will have 30,000,000 class A shares and 43,917,577 class B shares outstanding.

On March 4, 2024 our shareholders delegated to our board of directors the authority to approve the issuance of up to 500,000,000 class A shares and up to 65,000,000 class B shares. The delegation will remain in place for five (5) years from such date and will allow our board of directors to determine the timing, amount, and conditions of each such capital increase, without requiring further shareholders’ approval. This approval also included an express advanced waiver of any preemptive rights that would apply in connection with any such capital increases.

On March 4, 2024, our shareholders also approved the conversion through a reverse stock split of 241,546,679 ordinary shares held by our existing shareholders for class B shares on a 5.5-to-one basis. The conversion went into effect on March 4, 2024 and is reflected in all information contained in this prospectus.

No Preemptive Rights The class A shares sold by us in this offering will have no preemptive rights or other subscription rights. See “Description of Our Share Capital—Preemptive and Accretion Rights.”

Voting Rights Each class A share will be entitled to one vote per class A share and each class B share will be entitled to ten votes per share.

Holders of class A shares and class B shares will vote together as a single class on all matters unless otherwise required by our articles of association or by law.

Following the completion of the offering, our class A shares will represent approximately 40.6% of our total share capital and approximately 6.4% of our combined voting power and our class B shares will represent approximately 59.4% of our total share capital

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and approximately 93.6% of our combined voting power, assuming no exercise of the underwriters’ option to purchase additional class A shares. In addition, following the completion of the offering, Enfoca, our controlling shareholder, will own approximately 72.9% of our class B shares, representing approximately 68.3% of the combined voting power of our outstanding ordinary shares assuming no exercise of the underwriters’ option to purchase additional class A shares. The remaining 27.1% of the class B shares will be owned by Mr. Pinillos Casabonne and the Pre-IPO Holders.

Conversion Each class B share is convertible into one class A share automatically upon any transfer that is not a permitted transfer in accordance with the Company’s articles of association, and the board of directors may suspend the voting rights of such class B share until such class B share is converted into a class A share.

For so long as Enfoca and Luis Felipe Pinillos Casabonne hold in the aggregate 10% or more of the voting power of our issued and outstanding share capital, we will have a dual class structure. However, if, on any given date, the ordinary shares held directly or indirectly by Enfoca and Mr. Pinillos Casabonne represent in the aggregate less than 10% of the voting power of our issued and outstanding share capital, then all the class B shares will be immediately converted into class A shares with full and equal economic and voting rights as provided under Luxembourg law on a one-to-one basis and the board of directors may suspend the voting rights of any class B shares outstanding. See “Description of Our Share Capital.”

Dividend Policy The class A shares and class B shares will be entitled to participate equally in distributions made by us, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder).

Following this offering, we intend to retain all available funds and future earnings, if any, to repay certain of our indebtedness and to fund the expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. See “Risk Factors—Risks Relating to the Offering and Our Class A Shares—We do not anticipate paying any cash dividends in the foreseeable future” and “Dividend Policy.”

Listing We have been approved to list our class A shares on the NYSE under the symbol “AUNA.”

Directed Share Program At our request, Morgan Stanley (the “DSP Underwriter”) has reserved up to 5% of the class A shares offered by this prospectus for sale, at the initial public offering price, to the Company’s directors, officers, consultants, employees and/or other individuals associated with us (subject to certain exceptions) and other parties related to the Company

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(the “Directed Share Program”). The sales will be administered by an affiliate of an underwriter in this offering, Morgan Stanley (the “DSP Administrator”). The number of class A shares available for sale to the general public will be reduced to the extent these persons purchase such reserved class A shares. Any reserved class A shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other class A shares offered by this prospectus. Except for reserved class A shares purchased by our executive officers, directors or shareholders who have entered into lock-up agreements, these reserved class A shares will not be subject to the lock-up restrictions described elsewhere in this prospectus. We have agreed to indemnify the DSP Underwriter and its affiliates against certain liabilities and expenses, including liabilities under the Securities Act. For additional information on the Directed Share Program, including the process related thereto, see “Underwriting (Conflicts of Interest)—Directed Share Program.”

Risk Factors See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our class A shares.

Conflicts of Interest Affiliates of Morgan Stanley, Banco BTG Pactual S.A. - Cayman Branch and Santander US Capital Markets LLC are lenders under the Sponsor Financing. As described in “Underwriting (Conflicts of Interest)” a portion of the net proceeds from this offering will be used to fund the repayment by our shareholders of their Sponsor Financing. Because we expect that more than 5% of the proceeds of this offering will be received by affiliates of Morgan Stanley, Banco BTG Pactual S.A. - Cayman Branch and Santander US Capital Markets LLC, this offering is being conducted in compliance with Rule 5121, as administered by the Financial Industry Regulatory Authority (“FINRA”). J.P. Morgan has agreed to act as the “qualified independent underwriter” with respect to this offering and has performed due diligence investigations and participated in the preparation of this registration statement. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

Unless otherwise indicated, all information contained in this prospectus assumes:

• no exercise of the option granted to the underwriters to purchase up to 4,500,000 additional class A shares;

• 30,000,000 class A shares will be sold at US$12.00 per class A share;

• no issuance of class A shares that represent approximately 1.8% of our outstanding shares on a fully diluted basis pursuant to the IMAT Oncomédica Arrangement; and

• no purchase of class A shares in this offering by directors, officers or existing shareholders (including pursuant to such person’s participation in our Directed Share Program).

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AUNA SUMMARY FINANCIAL AND OTHER INFORMATION

The following information is only a summary and should be read together with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

The summary statement of income and other comprehensive income (loss) and statement of financial position as of and for the years ended December 31, 2023, 2022 and 2021 of Auna S.A. are derived from our audited consolidated financial statements included elsewhere in this prospectus.

We maintain our books and records in soles and prepare our audited consolidated financial statements in accordance with IFRS.

The following table sets forth our summary consolidated financial data as of and for the years ended December 31, 2023, 2022 and 2021.

	Year Ended December 31,
	2023			2023			2022			2021
	(in millions of US$)(1)			(in millions of soles)
Statement of Income and Other Comprehensive Income (Loss) Data:
Revenue
Insurance revenue	US$	246.7		S/	914.2		S/	716.0		S/	630.5
Healthcare services revenue		727.6			2,695.9			1,514.6			1,092.7
Sales of medicines		71.8			265.9			220.9			200.5
Total revenue from contracts with customers		1,046.1			3,875.9			2,451.6			1,923.7
Cost of sales and services		(658.7	)		(2,440.6	)		(1,571.9	)		(1,236.8	)
Gross profit		387.4			1,435.3			879.7			686.9
Selling expenses		(52.3	)		(193.9	)		(169.8	)		(159.1	)
Administrative expenses		(190.3	)		(704.6	)		(477.5	)		(400.7	)
(Loss) reversal for impairment of trade receivables		(1.5	)		(5.7	)		1.6			(27.1	)
Other expenses		(5.6	)		(20.9	)		(1.0	)		0.0
Other income		13.5			50.1			21.7			8.1
Operating profit		151.1			560.3			254.6			108.1
Finance income		24.9			93.0			6.9			7.6
Finance costs		(211.4	)		(783.8	)		(312.7	)		(122.2	)
Net finance cost		(186.5	)		(690.8	)		(305.8	)		(114.6	)
Share of profit of equity-accounted investees		1.7			6.3			3.8			3.4
Loss before tax		(33.6	)		(124.2	)		(47.5	)		(3.1	)
Income tax expense		(24.3	)		(90.2	)		(29.4	)		(19.9	)
Loss for the period		(57.9	)		(214.3	)		(76.8	)		(23.0	)
Earnings per share
Basic and diluted earnings per share(2)	US$	(1.56	)	S/	(5.78	)	S/	(1.95	)	S/	(0.60	)
Weighted average number of ordinary shares used to compute basic and diluted earnings per share(2)		43,917,577			43,917,577			43,917,577			43,917,577

(1) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

(2) Reflects the reverse stock split of 241,546,679 ordinary shares held by our existing shareholders for class B shares on a 5.5-to-one basis effected on March 4, 2024.

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	As of December 31,
	2023		2023		2022		2021
	(in millions of US$)(1)		(in millions of soles)
Statement of Financial Position Data:
Cash and cash equivalents	US$	65.1	S/	241.1	S/	208.7	S/	138.8
Total assets		2,075.5		7,689.6		6,593.7		2,823.7
Total liabilities		1,595.9		5,913.0		5,035.6		2,277.7
Total equity		479.5		1,776.6		1,558.1		545.9

(1) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

	Year Ended December 31,
	2023			2023			2022			2021
	(in millions of US$)(1)			(in millions of soles)
Segment Financial Data:
Revenue
Healthcare Services in Mexico	US$	305.1		S/	1,130.4		S/	216.1			—
Oncosalud Peru	US$	251.5		S/	931.7		S/	815.1		S/	761.6
Healthcare Services in Peru	US$	238.6		S/	883.9		S/	730.3		S/	667.2
Healthcare Services in Colombia	US$	321.8		S/	1,192.1		S/	895.4		S/	675.0
Operating profit
Healthcare Services in Mexico	US$	72.3		S/	267.8		S/	14.2			—
Oncosalud Peru	US$	36.7		S/	135.8		S/	111.8		S/	93.0
Healthcare Services in Peru	US$	9.8		S/	36.4		S/	13.0		S/	(38.6	)
Healthcare Services in Colombia	US$	35.8		S/	132.7		S/	120.8		S/	47.0
Profit (loss) before tax
Healthcare Services in Mexico	US$	(11.8	)	S/	(43.7	)	S/	(50.4	)		—
Oncosalud Peru	US$	29.0		S/	107.4		S/	68.8		S/	59.5
Healthcare Services in Peru	US$	(3.0	)	S/	(11.2	)	S/	(11.8	)	S/	(56.0	)
Healthcare Services in Colombia	US$	39.7		S/	147.2		S/	(70.2	)	S/	7.2

(1) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

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Key Performance Indicators

Non-IFRS Measures

	Year Ended December 31,
	2023		2023		2022		2021
	(in millions of US$)		(in millions of soles)
EBITDA(2)	US$	216.6	S/	802.4	S/	396.4	S/	188.9
Segment EBITDA(3)
Oncosalud Peru	US$	45.9	S/	170.0	S/	138.7	S/	112.6
Healthcare Services in Peru	US$	20.3	S/	75.4	S/	51.9	S/	(8.9	)
Healthcare Services in Colombia	US$	47.8	S/	177.0	S/	150.8	S/	70.8
Healthcare Services in Mexico	US$	103.5	S/	383.5	S/	51.9		—
Adjusted EBITDA(4)	US$	222.6	S/	824.8	S/	433.8	S/	200.6

Operational Measures

	Year Ended December 31,
	2023			2022(17)			2021(17)
Healthcare Plans:
Number of plan memberships(5)(6)		1,270,930			1,087,546			920,547
Average monthly revenue per plan membership(7)	S/	58.3		S/	60.8		S/	61.1
Number of preventive check-ups		120,258			123,441			114,328
Number of patients treated(8)		57,022			47,117			28,014
Medical loss ratio(9)		53.8	%		53.3	%		49.0	%
% of cost of services related to preventive check-ups		5.4	%		5.6	%		5.4	%
% of cost of services related to treatment provided by Oncosalud network facilities(10)		48.9	%		55.4	%		55.9	%
% of cost of services related to treatment provided by Auna Peru network facilities(10)		42.1	%		36.5	%		34.5	%
% of cost of services related to treatment provided outside our networks		3.6	%		2.5	%		4.2	%
Healthcare Services:
Number of beds(5)
In Mexico(11)		708			708			—
In Peru		375			375			355
In Colombia(12)		1,116			1,096			480
Number of patients treated(13)
In Mexico(11)		78,957			83,135			—
In Peru		312,097			296,039			243,417
In Colombia(12)		544,599			451,212			303,945
Average revenue per patient
In Mexico(11)	S/	13,013		S/	9,414			—
In Peru	S/	2,832		S/	2,502		S/	2,741
In Colombia(12)	S/	2,189		S/	2,171		S/	2,221
Total number of outpatient consultations(14)
In Peru		830,032			652,650			531,877
In Colombia(12)		239,420			207,224			86,385

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	Year Ended December 31,
	2023			2022(17)			2021(17)
Total number of emergency treatments
In Mexico(11)		37,248			35,280			—
In Peru		180,654			141,463			80,926
In Colombia(12)		135,401			146,319			79,356
Total number of days hospitalized(15)
In Mexico(11)		108,904			101,078			—
In Peru		92,205			79,136			69,518
In Colombia(12)		310,738			279,707			144,456
Total number of surgeries
In Mexico(11)		20,641			19,232			—
In Peru		20,418			17,270			14,136
In Colombia(12)		47,798			44,016			27,388
% of utilization of beds(16)
In Mexico(11)		42.1	%		39.1	%		—
In Peru		67.4	%		57.8	%		53.6	%
In Colombia(12)		76.36	%		69.9	%		82.5	%

(1) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

(2) EBITDA and EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.” The following table shows a reconciliation of EBITDA and EBITDA Margin to profit (loss) for the period for each of the periods presented.

	Year Ended December 31,
	2023			2023			2022			2021
	(in millions of US$)(a)			(in millions of soles)
(Loss) for the period	US$	(57.9	)	S/	(214.3	)	S/	(76.8	)	S/	(23.0	)
Income tax expense		24.3			90.2			29.4			19.9
Net finance cost		186.5			690.8			305.8			114.6
Depreciation and amortization		63.6			235.8			138.1			77.4
EBITDA	US$	216.6		S/	802.4		S/	396.4		S/	188.9
EBITDA Margin		—			20.7	%		16.2	%		9.8	%

(a) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

(3) Segment EBITDA is a non-GAAP financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.” The following tables show a reconciliation of segment profit (loss) before tax to Segment EBITDA for each of our segments.

	Year Ended December 31, 2023
	Oncosalud Peru		Healthcare Services in Peru			Healthcare Services in Colombia			Healthcare Services in Mexico			Total Reportable Segments(a)
	(in millions of soles)
Segment profit (loss) before tax	S/	107.4	S/	(11.2	)	S/	147.2		S/	(43.7	)	S/	199.6
Net finance cost(b)		30.7		47.6			(10.4	)		311.6			379.4
Depreciation and amortization		32.0		39.0			40.2			115.7			226.8
Segment EBITDA	S/	170.0	S/	75.4		S/	177.0		S/	383.5		S/	805.8

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	Year Ended December 31, 2022
	Oncosalud Peru		Healthcare Services in Peru			Healthcare Services in Colombia			Healthcare Services in Mexico			Total Reportable Segments(a)
	(in millions of soles)
Segment profit (loss) before tax	S/	68.8	S/	(11.8	)	S/	(70.2	)	S/	(50.4	)	S/	(63.7	)
Net finance cost(b)		44.6		24.8			193.1			64.70			327.3
Depreciation and amortization		25.4		38.8			27.8			37.7			129.7
Segment EBITDA	S/	138.7	S/	51.9		S/	150.8		S/	51.9		S/	393.3

	Year Ended December 31, 2021
	Oncosalud Peru		Healthcare Services in Peru			Healthcare Services in Colombia		Healthcare Services in Mexico		Total Reportable Segments(a)
	(in millions of soles)
Segment profit (loss) before tax	S/	59.5	S/	(56.0	)	S/	7.2	S/	—	S/	10.7
Net finance cost(b)		34.6		17.4			42.1		—		94.1
Depreciation and amortization		18.5		29.7			21.5		—		69.7
Segment EBITDA	S/	112.6	S/	(8.9	)	S/	70.8	S/	—	S/	174.5

(a) Does not include the elimination of intra-group balances and transactions.

(b) Represents exchange difference, net, and interest expense, net.

(4) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.” The following table shows a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to profit (loss) for the period for each of the periods presented.

	Year Ended December 31,
	2023			2023			2022			2021
	(in millions of US$)(a)						(in millions of soles)
Loss for the period	US$	(57.9	)	S/	(214.3	)	S/	(76.8	)	S/	(23.0	)
Income tax expense		24.3			90.2			29.4			19.9
Net finance cost		186.5			690.8			305.8			114.6
Depreciation and amortization		63.6			235.8			138.1			77.4
Pre-operating expenses(b)		0.4			1.4			3.8			7.2
Business development expenses(c)		—			—			33.6			4.5
Change in fair value of earn-out liabilities(d)		4.7			17.3			—			—
Stock-based consideration		1.0			3.7			—			—
Adjusted EBITDA	US$	222.6		S/	824.8		S/	433.8		S/	200.6
Adjusted EBITDA Margin		—			21.3	%		17.7	%		10.4	%

(a) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

(b) Pre-operating expenses consist of legal and administrative expenses incurred in connection with projects under construction, such as Clínica Chiclayo, costs relating to the Torre Trecca PPP and legal and administrative expenses incurred in connection with the acquisition of land banks for future projects.

(c) Business development (income) expenses consist of expenses incurred in connection with projects for the expansion into new markets, including through greenfield projects and M&A activity.

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(d) Earn-out for the acquisition of IMAT Oncomédica.

	Year Ended December 31, 2023
	(in millions of soles)
Current and non-current loans and borrowings		S/ 3,761.6
Current and non-current lease liabilities		158.0
Cash and cash equivalents		241.1
Leverage Ratio(a)		4.46x

(a) Leverage Ratio is non-IFRS financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

(5) As of period-end.

(6) Includes active plan memberships as well as plan memberships that have not paid monthly fees due on their plans for up to three months, during which time their plans remain active. Once such three-month period has passed, the plans are terminated and they are not included in our total number of plan memberships. As of December 31, 2023, we had 1,185,762 active memberships and 85,168 inactive memberships.

(7) Total revenue for the period corresponding to insurance revenue in the Oncosalud Peru segment divided by the average number of plan members during the period, divided by the number of months in the period.

(8) Number of individual plan members receiving treatment for cancer during the period, which may include multiple instances of treatment per plan member.

(9) MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans.

(10) We introduced general healthcare plans in 2020 which increased the percentage of services rendered under our plans in our Healthcare Services in Peru segment.

(11) We acquired Grupo OCA on October 5, 2022, which established our Auna Mexico network. The information in this table for the year ended December 31, 2022, as it relates to Grupo OCA, is based in part on data provided to the Company by Grupo OCA and includes the period prior to our acquisition of Grupo OCA. The full year 2022 information is presented for illustrative purposes and while we believe it is reliable, but it does not form part of our consolidated operating history.

(12) We acquired 70% of the shares of IMAT Oncomédica on April 21, 2022, which added 425 beds to our Auna Colombia network. The information in this table for the year ended December 31, 2022, as it relates to IMAT Oncomédica, is based in part on data provided to the Company by IMAT Oncomédica. We believe it is reliable, but it does not form part of our consolidated operating history.

(13) Number of individual patients that received healthcare treatment during the period, which may include multiple instances of treatment per plan member.

(14) We do not perform outpatient consultation in our Auna Mexico network. We lease medical office space at our facilities in our Auna Mexico network to third-party physicians, which perform outpatient consultations.

(15) Total number of days in which any of our beds had a hospitalized patient during the period.

(16) Utilization is calculated as (i) (x) total number of days in which any of our beds had a hospitalized patient during the period divided by (y) total number of beds, times (ii) total number of days during the period.

(17) Our healthcare services were affected by the COVID-19 pandemic during 2021 and a portion of 2022. During the COVID-19 pandemic, elective, non-emergency procedures and outpatient consultations were reduced in all hospitals, and recovered during the second quarter of 2022. Applicable period-to-period growth is attributable to the normalization of the level of activity in the healthcare sector after the COVID-19 pandemic, among other factors.

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RISK FACTORS

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

Risks Relating to Our Business

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

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

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

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

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

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

• increased cost of medical supplies, including pharmaceuticals, whether due to demand, inflation or otherwise;

• the cost of acquiring new equipment and technologies, or upgrading existing equipment and technologies, needed to provide our services;

• the terms of our agreements with insurance providers and annual renegotiations of related contracts;

• the ability of insurance providers to pay for our healthcare services; and

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• periodic renegotiations of contracts with doctors and medical support personnel as well as other medical services providers and suppliers.

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

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

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

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

During the year ended December 31, 2023, 91.1% of payments in our Healthcare Services in Mexico segment came from third-party insurance and institutional providers, including the Mexican government, and 8.9% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Peru segment, 46.9% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government, 22.7% are payments made by the Oncosalud segment and 30.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.3% of payments came from third-party insurance and institutional providers, including insurance providers under the Colombian’s government’s social security system, and 3.7% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. Our accounts receivable for payments from the third-party insurance and institutional providers previously mentioned are typically collected on an average of 44 days in Mexico, 117 days in Peru and 150 days in Colombia; this average is calculated from the average billed revenue and accounts receivables of third-party insurance and institutional providers of each segment, during the year ended December 31, 2023. The average collection days in each country, including out-of-pocket revenue and accounts receivables are 41 days in Mexico, 75 days in Peru and 145 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2023. The process to collect our accounts receivable begins with an internal validation of all the items comprising the healthcare services provided and its corresponding rates, and then comes the billing of the services and submission of the files to the third-party insurance and institutional providers. The process continues with the review of the files by the third-party insurance and institutional providers and ends with the collection of the invoices. However, this review performed by the third-party insurance and institutional providers may trigger the return of certain files to us to correct observations and to issue a new invoice if necessary, and then a re-sending by us of the revised information to the third-party insurance and institutional providers for the

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corresponding additional review of the updated invoice and files, normally causing a lengthening of the time it takes to collect the related account receivables. Although this process is similar in the three countries, the differences in the internal processes of each of the third-party insurance and institutional providers generate differences in the time that each country collects their account receivables.

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

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

In Colombia, in 2022, approximately 99.1% of the population received mandatory healthcare insurance through the government’s social security system (the “SGSSS”).

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

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

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

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

A failure of our IT systems could also expose us to various security threats and vulnerabilities that may result in the theft, destruction, loss or misappropriation of protected health information or other data subject to

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

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

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

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

Our board of directors has the ultimate responsibility for liquidity risk management. It has established an appropriate framework allowing our management to handle financing requirements for the short-, medium- and long-term. As of December 31, 2023, we had negative working capital, which is calculated as current assets minus current liabilities of S/140.2 million (US$37.8 million). Our management believes that our available cash and cash equivalents and cash flows expected to be generated from operations and borrowings available to us under our revolving credit lines, will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. However, we may require additional capital in the form of additional debt or equity to meet our long-term objectives relating to the expansion of our business. As a result, we may have negative working capital from time to time. It may be difficult for us to obtain additional financing in the future, on acceptable terms or at all, given that a significant portion of our assets are currently pledged for our financings. If we are unable to access the capital markets to finance our operations in the future, this could adversely affect our ability to obtain additional capital to grow our business and have an adverse effect on our business, financial condition and results of operations.

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

The healthcare industry in Mexico, Peru and Colombia is competitive. In Peru and Mexico, we face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. In Peru, many of these competitors are operated by our principal third-party payers. While our Auna Peru network is currently one of the few private healthcare networks in the country with broad geographic reach, and the market is generally fragmented, it is possible that healthcare services providers operating other private hospitals and clinics will consolidate and further integrate their operations across facilities, which could cause us to lose market

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

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

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

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

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

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

The majority of our physicians in Peru and Colombia are hired on a fee-for-service basis. As a result, and because these arrangements are non-exclusive, there is significant competition between us and our competitors to ensure that the best qualified and most renowned physicians are treating patients at our hospitals. If we are unable to provide treatment for our patients, ethical and professional standards, adequate support personnel, technologically advanced equipment and facilities and research opportunities that meet their professional needs and goals, our physicians may choose to practice at other facilities. We may not be able to compete with other healthcare providers on some or all of these factors.

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

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

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

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

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

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

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

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

Acquisitions, partnerships and joint ventures are an integral part of our inorganic growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint

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ventures with, other hospital networks and complementary businesses. However, we may not be successful in identifying acquisition, partnership and joint venture targets or we may use estimates and judgments to evaluate the operations and future revenues of a target that turn out to be inaccurate.

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

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

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

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

In 2022, we acquired a controlling interest in IMAT Oncomédica in Montería, Colombia and Grupo OCA in Monterrey, Mexico and in 2023, we completed the acquisition of Dentegra, a dental and visual insurer with nationwide coverage across Mexico. The integration process for these acquisitions is ongoing and we may not be able to successfully integrate these businesses. For example, we face several challenges in adapting the Dentegra platform, which is currently focused on dental and vision plans, to offer oncology plans to the Mexican market. In particular, we must upgrade the IT systems that support the Dentegra platform to make them compatible with our oncology business. We must also develop capabilities that facilitate direct-to-consumer sales in Mexico (including digital and marketing channels), as the Dentegra model is currently focused on business-to-business sales. Further, we must implement certain controls related to insurance claims, which are expected to replicate our existing model in Peru. In addition, our agreement to acquire Grupo OCA included a holdback of the purchase price of US$21,682,000, which is reserved in our financial statements as a liability, to compensate us at least in part for any indemnification claims under the stock purchase agreement. We believe we have

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preliminarily identified certain misrepresentations relating to regulatory, tax and labor matters by the sellers of Grupo OCA under the stock purchase agreement which will require remediation in the future. While our findings are still in the preliminary stage, we presently believe the amount of the holdback should be sufficient to cover the remediation efforts we will need to pursue and we expect them to be immaterial for the Grupo OCA financial statements for the periods ending December 31, 2021 and 2022. However, the sellers of Grupo OCA have notified us that they intend to challenge our assessment of these misrepresentations, which may lead to an arbitration proceeding between the parties, and which could lead to a ruling that requires us to return all or part of the holdback.

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

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

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

During the year ended December 31, 2023, other income in our Healthcare Services in Mexico segment, which is derived from rental income from property owned and rented by us for use by medical professionals, was S/14.4 million. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments. Our business could be materially and adversely affected if a significant number of our tenants were to postpone the commencement of their new leases, decline to extend or renew their existing leases upon expiration or default on their rent and maintenance-related payment obligations. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease. If upon expiration of a lease for any of the office spaces at our properties, a tenant does not renew their lease, we may not be able to rent the space to a new tenant or the terms of the renewal or new lease may be less favorable to us than current lease terms. A significant number of our tenants defaulting on their obligations under their leases could adversely affect our business, financial condition and results of operations.

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

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

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

• engineering problems, including defective plans and specifications;

• delays in obtaining or inability to obtain necessary permits, licenses and approvals;

• disputes with, defaults by, or delays caused by contractors and subcontractors and other counterparties;

• environmental, health and safety issues, including site accidents and the spread of viruses;

• fires, earthquakes, adverse weather events and other natural disasters;

• geological, construction, excavation, regulatory and equipment problems; and

• other unanticipated circumstances or cost increases.

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

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

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

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

The material weaknesses identified in our internal controls related to (i) the adequacy of our IT security management, including segregation of duties and access and privileged users, (ii) the comprehensiveness of our accounting policies and procedures manuals and (iii) the formalization of controls in key areas of the accounting process, including relating to the documentation and implementation of IFRS reporting requirements. We have remediated these weaknesses, including by: (i) implementing a segregation of duties and privileged users’ activities monitoring in our SAP RP systems, including having an information security officer and currently implementing a cybersecurity roadmap based on industry best practices; (ii) updating all of our accounting policies and procedures manuals according to current IFRS reporting requirements with the support of a Big Four accounting firm; and (iii) updating our internal control over financial reporting based on Sarbanes-Oxley 404 standards. These remediation steps are monitored by the audit and risk committee and senior management.

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

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

Our revenue has experienced substantial growth since 2008 and our strategy is to continue to grow our operations, through organic and inorganic growth. However, we may not be able to continue to grow at a rate consistent with our recent performance or to continue growing at all in the future due to factors beyond our control. For example, we expect GDP growth in Peru, Colombia, and Mexico to be positive in 2024. However, GDP growth in Mexico is expected to occur at a more moderate pace compared to previous years, which could influence healthcare spending in Mexico. Our growth could also be impacted by changes in laws or regulations or delays in construction or acquisition of new facilities, any of which could make the execution of our strategic growth plan more difficult. In addition, as we grow our business, we will need to expand our internal controls and administrative and IT systems, among other functions, and hire additional personnel to continue effectively operating our business. The market for qualified personnel that are able to fill management and key operational roles is highly competitive in Mexico, Peru and Colombia due to the limited number of professionals that have the requisite training and experience, and we may be unable to hire sufficient qualified personnel to support our growth. Any inability to adequately scale our operations to meet the increased size of our business may have a material adverse effect on our ability to continue growing our business and/or on our financial condition or results of operations.

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

A substantial portion of the medical equipment, medicines and other supplies used in our hospitals and clinics is highly complex and produced by a limited number of suppliers. For example, we purchased 87%, 76% and 77% of our medicines and 31%, 50% and 46% of other medical supplies in Mexico, Peru and Colombia, respectively, from our 10 largest suppliers during the year ended December 31, 2023 via purchase orders, and whose commercial terms are renegotiated annually. In addition, in many instances, there are only a small number of suppliers that provide a particular type of medicine or other supplies, which increases their bargaining power. Any interruption in the supply of medical equipment, medicines or other supplies from these suppliers, including as a result of the failure by any of these suppliers to obtain required third-party consents and licenses for production or import/clearance, may compromise our ability to provide effective and adequate services in our hospitals and clinics, which could have a material adverse effect on our business.

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

We are subject to extensive legislation and regulations in Mexico, Peru and Colombia, including in relation to the provision of healthcare services and prepaid healthcare plans, environmental protection, health surveillance and workplace safety and management of waste by a variety of national, regional and local governmental authorities, and we are supervised by a number of governmental bodies and agencies. The regular functioning of hospitals and clinics depends, among other things, on obtaining and maintaining valid registrations, licenses, authorizations, grants and permits for installation and operations, including for the sale of medicines and the operation of medical equipment, as well as for the collection, deposit or storage of products; utilization of equipment; import of merchandise and biological materials; handling, treatment, transport and disposal of contaminant wastes, radioactive materials and controlled chemical products; and use of water resources (including installing wells to supply water and disposing of wastewater in accordance with applicable laws and regulations). Moreover, as a provider of prepaid healthcare plans in Peru, we are subject to various economic and financial related regulations, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others. We are subject to government inquires, inspections and auditors from time to time. If we fail to comply with applicable laws and regulations, if such laws or regulations change in a manner adverse to us or if we cannot maintain, renew or secure required registrations, permits, licenses or other necessary regulatory approvals, we may be unable to operate our business, suffer administrative penalties, civil liability and criminal charges and fines, have our registration or operating license suspended or revoked, or incur additional liabilities from third-party claims, any of which may also have a negative impact on our brand and reputation. No assurance can be given that any investigations, proceedings or penalties will not

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occur and will not materially and adversely affect our businesses and results of operations and financial conditions with respect to our recently acquired businesses or any of our other businesses.

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

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

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

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

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

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

Any failure to obtain or renew required registrations, authorizations, licenses or permits may prevent us from opening and operating new hospitals and clinics or force us to close our hospitals and clinics currently in

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operation. We may also be subject to fines and other penalties and suffer damage to our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

If we have overestimated the size of our total addressable market for our oncology plans in Mexico, our future growth opportunities may be limited. Such total addressable market is calculated based on the following three groups of individuals identified in the Aditum Report as the main potential members for our oncology plans in Mexico: (i) uninsured individuals, which the Aditum Report estimates as 7.9 to 9.7 million individuals, (ii) insured individuals with potential to switch healthcare plan providers, which the Aditum Report estimates as 1.6 million individuals, and (iii) insured individuals with potential to supplement their existing healthcare plans, which the Aditum Report estimates as 1.3 to 3.2 million individuals. To calculate our estimated total addressable market, Aditum started with the main categories of our oncology plan members in Peru based on our internal data. Within those, Aditum identified which factors were most relevant to the industry in Mexico to define each group of the main potential members for our oncology plans in Mexico. Uninsured individuals is defined as those without a healthcare plan covering large medical expenses and with a medium to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our oncology plans). Insured individuals with potential to switch healthcare plan providers is defined as those with an individual healthcare plan, who are over 40 years old (which was identified by Aditum as the age range with adequate potential for individuals to switch healthcare plan providers based on a number of factors, including the level of engagement in the market by age) and with a medium to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our oncology plans). Insured individuals with potential to supplement their existing healthcare plans is defined as those covered under a group healthcare plan with individual coverage of less than MXN 3 million (which is the average cost of treatment of cancer based on our internal data in Peru adjusted for the average cost of medical treatments in Mexico according to Revista Siniestro on February 4, 2021) and with a medium-low to high socioeconomic level (which was identified by Aditum as the socioeconomic level at which individuals could afford to pay the average monthly cost of our group oncology plans after accounting for the portion paid for by the relevant employer). Aditum utilized a range of sources that include the Asociación Mexicana de Instituciones de Seguros (AMIS), the Comisión Nacional de Seguros y Fianzas (CNSF: Microdata), the Instituto Nacional de Estadística y Geografía (INEGI: National Survey of Home Spending, 2020; Census 2020), and the United Nations Development Program (Regional Human Development Report, 2021) and sized each group individually estimating market spending and forecasted growth rates using Aditum proprietary models, as well as various other market research company products and forecasts. Aditum’s models are subject to significant assumptions and estimates. As a result, our total addressable market is subject to significant uncertainty and is based on assumptions that may not prove to be accurate. These estimates, as well as the estimates relating to the size and expected growth of the markets in which

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we operate, and our penetration of those markets, may change or prove to be inaccurate. While we believe that the information on which we base our total addressable market estimates is generally reliable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth opportunities may be affected. If our total addressable market, or the size of any of the various ancillary markets in which we operate, proves to be inaccurate, our future growth opportunities may be limited, and there could be a material adverse effect on our business, financial condition and results of operations.

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

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

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

We are regularly party to litigation and other legal proceedings relating to claims resulting from our operations in the normal course of business. These matters have included or could in the future include matters related to Oncosalud’s healthcare benefits coverage and other payment claims (including disputes with plan members, physicians, other healthcare professionals and members of its salesforce), tort claims (including claims related to the delivery of healthcare services, such as claims of medical malpractice by medical professionals employed by us or physicians with whom we have a contractual relationship), labor claims (including disputes with employees, former employees and independent contractors) and administrative and regulatory claims (including retroactive tax claims or challenges arising out of our failure or alleged failure to comply with applicable laws and regulations). In addition, the interpretation and enforcement of certain provisions of our existing or any future agreements (including those related to force majeure clauses in the context of pandemics) may result in disputes among us and our patients or third parties. Litigation and other legal proceedings are subject to inherent uncertainties, and unfavorable rulings may occur. We cannot assure you that the legal, labor, administrative and regulatory proceedings in which we are or may become involved will not materially and adversely affect our ability to conduct our business in the manner that we expect, or otherwise adversely affect our business, financial condition and results of operations. See “Business—Legal Proceedings.”

Our insurance policies may be insufficient to cover potential losses.

We maintain insurance coverage in accordance with normal market practice in order to cover losses arising in connection with our hospital networks and healthcare plans. Certain risks are not covered by insurers in the market (such as war, acts of God and force majeure, the interruption of certain activities and human error, including in relation to medical errors). Furthermore, natural disasters, adverse meteorological conditions and other events may cause physical damage and loss of life, business interruption, equipment damage, pollution and environmental damage, among others. We cannot ensure that our insurance policies will be suitable and/or

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sufficient in all circumstances or against all risks. The occurrence of a significant loss for which we are not insured, in full or in part, may require us to expend significant amounts. Furthermore, we cannot assure you that we will be able to maintain insurance coverage at reasonable commercial rates or on acceptable terms, or to contract insurance policies with the same or similar insurance companies. Any of the aforementioned developments may adversely impact us, our business, financial condition and results of operations.

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

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

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

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

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

Our employees are not unionized and have not entered into collective bargaining agreements. However, nothing prevents them from doing so in the future. Conflicts with our employees and organized labor actions could result in increased legal and other associated costs and divert management attention. In addition, requirements to increase employee salaries and/or benefits as a result of future collective bargaining agreements, governmental regulations or policies or otherwise could cause us to suffer a material adverse effect on our financial condition and results of operations.

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

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

As a holding company, all of our operations are conducted through our subsidiaries. Accordingly, our ability to service our debt and other obligations will depend upon our receipt of dividends and other payments from our

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subsidiaries (such as the payment of intercompany debt). There are various restrictions in Mexico, Peru and Colombia that may limit our subsidiaries’ ability to pay dividends or make other payments to us, such as their obligations to maintain minimum regulatory capital, reserves and minimum liquidity. For example, in the case of Peru our subsidiary Oncosalud, as an institución administradora de fondos de aseguramiento de salud (“IAFAS”), is obligated by law to meet minimum capital requirements determined on the basis of the number of affiliated members (Oncosalud’s minimum capital requirements is S/46.5 (US$12.6)), as well as to meet minimum risk capital (capital mínimo de riesgo) requirements to comply with net worth and solvency obligations. Likewise, Oncosalud is required to create and maintain certain technical reserves to meet its obligations with insured individuals and health providers. In addition, all of our Peruvian subsidiaries are obligated to allocate 10% of their annual distributable profit to a legal reserve until such reserve has reached an amount equivalent to 20% of the paid in capital of the corresponding subsidiary. As of the date of this prospectus, our Peruvian subsidiaries are in compliance with these requirements.

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

Under applicable law, our Mexican subsidiaries are generally only allowed to pay dividends (i) against retained earnings reported in our annual financial statements that have been approved by our shareholders, (ii) provided that the payment of dividends is approved at the applicable subsidiary’s annual general shareholders’ meeting, (iii) provided that we do not have accrued losses from prior fiscal years and (iv) if we have contributed at least 5% of our Mexican subsidiaries’ net annual earnings to our legal reserve fund, until the amount of such reserve is equal to 20% of our the Mexican subsidiaries capital stock. In addition, Dentegra cannot pay dividends unless (i) its annual financial statements have been approved by the Comision Nacional de Seguros y Finanzas (“CNSF”), (ii) it complies with the minimum capital currently in effect for health insurance companies (1,704,243 UDIs – approximately US$743,000) and (iii) the payment thereof is not performed with funds from technical reserves created to compensate or absorb future losses or from the legal reserve. As of the date of this prospectus, Dentegra’s financial statements for the year ended December 31, 2022 have been approved by the CNSF, the legal reserve fund of each of our Mexican subsidiaries is equal to at least 20% of their subscribed and paid-in capital stock and Dentegra complies with the minimum capital requirements currently in effect.

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

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

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

We have a significant amount of debt and debt service obligations. As of December 31, 2023, our total debt and other financing, including all of our consolidated subsidiaries, was S/3,919.6 million (US$1,057.9 million). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Commitments.”

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

• it could require us to dedicate a large portion of our cash flow from operations to fund payments on our debt, thereby reducing our ability to expand our capabilities and grow our operations;

• reduce the availability of our cash flow to fund working capital, 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 industry in which we operate;

• limit our ability to raise additional debt or equity capital in the future or increase the cost of such funding;

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

• make it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing such debt; and

• place us at a competitive disadvantage with competitors that have less debt.

In particular, the 2029 Notes Indenture (as defined herein) and the Credit Agreement (as defined herein) contain affirmative and negative covenants, financial covenants and events of default. For example, both contain restrictions on our ability to make certain investments, enter into certain transactions with affiliates and make strategic acquisitions or exploit business opportunities. For additional information, on these restrictions and other terms under the 2029 Notes Indenture and the Credit Agreement see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Notes—Senior Secured Notes due 2029” and “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.”

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

Furthermore, although we are not a party to the Sponsor Financing, the agreements governing our existing debt do not restrict us from using the proceeds of this offering to facilitate the repayment of the Sponsor Financing by our shareholders. Our shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders). To facilitate a portion of that repayment we will contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) of the proceeds from this offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%. Heredia Investments will use the funds it receives from Auna Salud S.A.C. to repay US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) outstanding under the Sponsor Financing and in connection therewith, the documents governing the Sponsor Financing will be amended. Following the completion of this offering and the use of proceeds therefrom, US$143.0 million (or a minimum of US$118.0 million if the underwriters exercise their option to purchase additional shares) aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders party to the Sponsor Financing intend to refinance in the

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near term. The indebtedness under the Sponsor Financing has a final maturity of October 5, 2025. The documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various covenants and other obligations of the shareholders who are party thereto, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment will contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so. See “—Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.” For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein please refer to copies of the Form of Amended and Restated Note Purchase Agreement and the Form of Amended and Restated Credit Agreement, which are filed as Exhibits 10.28 and 10.29, respectively, to the registration statement of which this prospectus is a part.

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

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

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

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

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Risks Relating to Mexico, Peru and Colombia

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

During the year ended December 31, 2023, we derived 29% of our revenues from contracts with customers in Mexico, including 3% of our revenues from the sale of dental and vision insurance policies. As such, our results of operations are substantially dependent on the ability of patients and other payers in Mexico to pay for services at our hospitals and clinics and our dental and vision plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Mexican government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Mexico, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

As of the date of this prospectus, the Morena Political Party, in conjunction with its allied political parties, holds a simple majority in the Senate and in the Chamber of Deputies and governs in 22 of 32 Mexican states and holds majorities in 22 of 32 Mexican local legislatures. Mexico’s next presidential and congressional election will be held in June 2024 and the outcome of it cannot be predicted. The Mexican president influences new policies and governmental actions regarding the Mexican economy, and the new administration could implement substantial changes in law, policy and regulations in Mexico, which could negatively affect our business, financial condition, results of operations and prospects.

The Mexican federal government occasionally makes significant changes in policies and regulations and may do so again in the future. The Mexican federal government drastically decreased the 2019 expenditure budget and could continue decreasing it in the future. On July 2, 2019, the new Federal Republican Austerity Law (Ley Federal de Austeridad Republicana) was approved by the Mexican Senate and it was published in the Official Gazette of the Federation on November 19, 2019. Actions to control inflation and other regulations and policies have involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations and capital controls and limits on imports. Our business, financial situation and results of operations could be affected by changes in government policies and regulations involving its administration, operations and tax regime. We cannot assure you that the Mexican government will maintain existing political, social, economic or other policies or that such changes would not have a material adverse effect on our business, financial condition, results of operations and prospects. In particular, tax legislation in Mexico is subject to constant change, and we cannot assure you that the government will maintain the social, economic or other existing policies, nor that those changes will not adversely affect the business, financial position, results of operation or prospects of our company.

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

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

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

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

We derived 40% and 55% of our revenues from contracts with customers in Peru for the year ended December 31, 2023 and in 2022, respectively. As such, our results of operations are substantially dependent on the ability of patients in Peru to pay for services at our hospitals and clinics and our oncology plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Peru, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

Peru has experienced political instability from time to time, spanning a succession of regimes with differing economic policies and programs. Although Peru has been widely considered a stable democracy in recent years, on September 30, 2019, President Martín Vizcarra took executive action to dissolve the Peruvian Congress and called for a new election of congressional members, giving rise to a protracted period of political crisis. On January 14, 2020, the Peruvian Constitutional Court ruled on a constitutional action challenging President Vizcarra’s closing of Congress, declaring the executive action to be constitutionally and legally valid. Congressional elections were held to form a new Congress. In the aftermath of these elections, the Peruvian executive and legislative branches were at odds over several important economic and social measures, including initiatives to address the economic and social impacts of the COVID-19 pandemic on Peru. In October 2020, a group of congressmen introduced a motion to hold impeachment proceedings against President Vizcarra which Congress approved. Because Peru did not have any designated Vice President at such time, the then-President of Congress, Manuel Merino, assumed the role of acting President upon the impeachment of President Vizcarra. Following multiple protests across the country, Merino resigned from his role as acting President, and Congress selected congressman Francisco Rafael Sagasti Hochhausler as president of Congress, and therefore as acting President of Peru.

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

On December 7, 2022, Mr. Castillo took an illegal executive action to dissolve the Peruvian Congress. On that same day, with the support of all major political institutions, including the Peruvian army, Castillo was removed from office by Congress and arrested (and remains detained) under the alleged charges of rebellion and conspiracy. Less than 24 hours later the then Vice President, Dina Boluarte, assumed the position of President of Peru in accordance with the Peruvian Constitution, which resulted in multiple protests and social unrest across the country claiming for new elections to be called. In contrast to Mr. Castillo, Ms. Boluarte has pursued more business-friendly and open-market economic policies, to stimulate economic growth and stability, a key feature of the Peruvian economy over the past 30 years. Since then, social unrest and the likelihood of earlier elections has diminished and inflation has gradually declined. While Peru has recently experienced greater political and economic stability, relative to the recent past, we cannot guarantee that the country will remain in this position nor that the Boluarte administration will continue to pursue such business-friendly and open-market economic policies.

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In addition, the economic contraction in Peru in the last few years, particularly in 2023, along with inflation and the weakening of economic growth in Peru’s trading partners have adversely impacted Peru’s economy and may continue to do so. Furthermore, economic conditions in the region may affect the Peruvian economy. For example, Venezuela, under the rule of President Nicolás Maduro, has suffered economic collapse and mass emigration since 2015, including to Peru. The influx of migrants to Peru has put a strain on the country and threatens to increase political and economic instability, insecurity levels and social conflict in the region. Despite a trend toward reduced inflation and greater political stability, social and political tensions and high levels of poverty and unemployment in Peru continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation, nationalization, suspension of the enforcement of creditors’ rights and new taxation policies. There can be no assurance that Peru will not face political, economic or social problems in the future or that these problems will not adversely affect our business, financial condition and results of operations.

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

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

We derived 31% and 37% of our revenues from contracts with customers in Colombia for the year ended December 31, 2023 and in 2022, respectively. As such, our results of operations are substantially dependent on the ability of patients in Colombia to pay for services at our hospitals and clinics. Decreases in the economic growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy, or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, impact our financial condition and results of operations.

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

For example, a labor bill submitted to the Colombian Congress in August 2023 by President Petro’s government could result in significant changes that would have a material impact on labor relationships. Proposed changes would require that an indefinite term employment agreement is in place in most cases and that fixed-term contracts have a term of not more than 3 years, including any extensions thereof, and can only be used for activities related to temporary business needs of employers such as occasional, incidental or transitory work, replacement of personnel on leave, or to cover temporary production increases. In addition, other proposed changes include an increase of severance for termination without cause, restrictions with respect to contractors

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and staffing agencies used and changes regarding working hours. It is expected that the proposed changes would also impact other aspects of labor such as collective relationships, disciplinary processes, labor protections, apprenticeship relations, payment of surcharges and remote work, among others. If approved, this reform would increase labor costs to employers, including us.

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

Furthermore, Colombia has suffered from periods of widespread criminal violence over the past four decades, primarily due to the activities of guerrilla groups such as the Fuerzas Armadas Revolucionarias de Colombia (the “FARC”), paramilitary groups and drug cartels. In regions of the country with limited governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands subsist in Colombia, and allegations have surfaced regarding members of the Colombian Congress and other government officials having ties to guerilla and paramilitary groups. In November 2016, former President Juan Manuel Santos signed a peace deal with the FARC, and FARC guerillas began a process of disarming, which was completed in June 2017. Although the Colombian Congress has approved certain regulations to implement the peace deal, certain FARC members announced their return to arms. On February 16, 2023, at a public hearing convened by the Peace Commission of the House of Representatives (Comisión de Paz de la Cámara de Representantes). The Director of the Peace Accord Implementation Unit (Unidad de Implementación del Acuerdo de Paz) reiterated the national government’s willingness to comply with the agreements, highlighting, among other issues, the coordinated work with all entities to recover the spirit of the peace deal, the allocation of 50.4 billion Colombian pesos in the National Development Plan (Plan Nacional de Desarrollo), as well as the actions that are being carried out to strengthen security guarantees. However, it is unclear if this will result in the full implementation of the peace deal. If the peace deal is only partially implemented, violence associated with the FARC may escalate. In addition, although the Colombian government and the National Liberation Army (“ELN”) were in talks since February 2017 to end a five-decade war, the Colombian government suspended the negotiations in January 2019 after a series of rebel attacks, including a car bombing at a police academy in Bogotá resulting in 21 people dead and many injured. Furthermore, in February 2022, the ELN held a three-day armed strike against the social and economic policies implemented by the government. Nonetheless, the government of President Petro is once again attempting a negotiation with ELN which, after years of suspending talks with the government of Iván Duque, appears to be interested in trying to reach an agreement with the government to halt violence. The continuation or escalation in the violence associated with the FARC or the ELN may have a negative impact on the Colombian economy or on us, which may affect our patients, employees, assets and projects in the region, as well as our ability to acquire new assets, which could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

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

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

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

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

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

For the year ended December 31, 2023, 34.4%, 26.5% and 15.9% of our revenues from contracts with customers were derived from operations in Lima, Monterrey and Medellín, respectively. As such, our results of operations are particularly dependent on economic, social and political developments in these cities and the ability of customers in these cities to afford our healthcare services or purchase our healthcare plans, as applicable. In addition, any earthquakes or other natural disasters, or any other disruptive occurrences such as

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political or social unrest, sustained power failures, or outbreaks of epidemics or pandemics, such as the novel coronavirus outbreak, that have a negative impact on our infrastructure in these cities could have a disproportionate impact on our ability to provide healthcare services to our patients. As a result, if Lima, Monterrey or Medellín experience a decline in economic, social or political conditions or a serious natural disaster, it could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

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

The Mexican, Peruvian and Colombian currencies have fluctuated against the U.S. dollar, each other and other foreign currencies over the last four decades. For the year ended December 31, 2023, we generated 40% of our revenues in Peruvian soles, 31% of our revenues in Colombian pesos and 29% of our revenues in Mexican pesos. Our consolidated statement of income and other comprehensive income is presented in Peruvian soles, and is impacted by the translation of income and expenses of transactions in Colombian pesos and Mexican pesos to Peruvian soles. The Mexican peso, Peruvian sol and Colombian peso have been volatile in recent years, which in turn creates volatility in our results of operations. Fluctuations in the exchange rates of the Colombian peso and Mexican peso to the Peruvian sol could impair the comparability of our results from period to period and depreciation in such exchange rate could have a material adverse effect on our results of operations and financial condition.

In addition, fluctuations in the exchange rates of the currencies in the markets in which we operate to the U.S. dollar impacts our cash flows. We purchase our pharmaceuticals from local distributors in local currency;

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however, prices are impacted by the price of such pharmaceuticals globally in U.S. dollars and fluctuations in the exchange rates of the Mexican peso, Peruvian sol and Colombian peso to the U.S. dollar could increase our costs. Furthermore, some of our capital expenditures, such as the purchase of medical equipment, are paid for in U.S. dollars and depreciation of the Mexican peso, Peruvian sol and Colombian peso against the U.S. dollar could reduce or delay the availability of our cash flow to fund such capital expenditures.

We are also exposed to the foreign exchange rate risk associated with our U.S. dollar-denominated debt. As of December 31, 2023, 39.6% of our liabilities were denominated in U.S. dollars. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss. For more information see Note 30 to our audited consolidated financial statements.

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

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

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

The Peruvian government regularly implements changes to its tax regulations and interpretations. Potential changes may include modifications in the taxable events, the taxable bases or the tax rates, or the enactment of temporary taxes that, in some cases, could become permanent taxes. These changes could, if enacted, indirectly affect us. For instance, in recent years the Peruvian government introduced several changes related, among others, to interest expense deduction limits, mandatory use of the banking system, indirect transfer of shares and the concept of permanent establishment.

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

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

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

For example, on December 13, 2022, the Colombian government approved a tax reform under Law No. 2277. Under this reform, the corporate income tax rate remained at 35% and payments made to foreign entities are generally subject to an income tax withholding rate of 20%. However, this general rate does not apply

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to foreign indebtedness exceeding one year, in which case the applicable income tax withholding is 15%. Dividends paid by our subsidiaries to us out of profits that were previously subject to corporate income tax are subject to a withholding tax of 20% and dividends paid out of profits that were not previously subject to corporate income tax are now subject to a withholding tax of 35% for 2023 and onwards, plus the foregoing 20%, which applies to any amount remaining after the 35%, giving rise to a bundled rate of the 48%. In Colombia, the latest tax reform introduced a minimum tax rate of 15% calculated based on profits minus certain deductions. If the effective tax rate is less than 15%, taxpayers are obliged to add their income tax up to this limit.

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

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

Due to a tax reform that came into force on January 1, 2022, various modifications were introduced that may affect our operating results; among them are changes in the parameters for determining foreign exchange gains or losses, limitations on the application of preferential withholding rates in the context of financing entered into with related parties, additional obligations regarding transfer prices and the establishment of additional requirements for crediting the value added tax.

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

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

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

• The Council of the European Union adopted two Anti-Tax Avoidance Directives (Council Directive (EU) 2016/1164 of July 12, 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (“ATAD I”) and Council Directive (EU) 2017/952 of May 29, 2017 amending ATAD I as regards hybrid mismatches with third countries (“ATAD II”)) that address many of the above-mentioned issues. The measures included in ATAD I and ATAD II have been implemented into Luxembourg domestic law by the law of December 21, 2018 and the law of December 20, 2019. Most of the measures have been applicable since January 1, 2019 and January 1, 2020, respectively, while the reverse hybrid rules have been applicable as from tax year 2022.

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• The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) was published by the OECD on November 24, 2016. The aim of the MLI is to update international tax rules and lessen the opportunity for tax avoidance by transposing results from the BEPS project into more than 2,000 double tax treaties worldwide. A number of jurisdictions (including Luxembourg) have signed the MLI. The MLI entered into force for Luxembourg on August 1, 2019.

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

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

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

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

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

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

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

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

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

Risks Relating to the Offering and Our Class A Shares

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

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

• actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;

• investor perceptions of our prospects or our industry;

• operating performance of companies comparable to us and increased competition in our industry;

• new laws or regulations or new interpretations of laws and regulations applicable to our business;

• general economic trends in Mexico, Peru, Colombia, and Latin America in general;

• catastrophic events, such as earthquakes and other natural disasters; and

• developments and perceptions of risks in Mexico, Peru, Colombia and other emerging markets.

Following the completion of the offering, Enfoca, our controlling shareholder, will own approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.

As of December 31, 2023, Enfoca, our controlling shareholder held approximately 72.9% of our outstanding shares and voting power. Following the completion of this offering, our controlling shareholder will own approximately 72.9% of our class B shares representing 68.3% of our combined voting power (without giving effect to any class A shares that may be acquired in this offering through our Directed Share Program or otherwise), and as such, will continue to be our controlling shareholder following the completion of the offering. As a holder of class A shares, you will be entitled to one vote per class A share. As a result of its ownership of the majority of our voting power, Enfoca will have the ability to control the outcome of, among other matters, the election of our board of directors and, through our board of directors, decision-making with respect to our business direction; policies, including the appointment and removal of our officers and the fixing of directors’ compensation; major corporate transactions, such as mergers and acquisitions; changes to our articles of association; and our capital structure. Enfoca will retain this control over significant corporate matters for as long as it, either by itself or together with Mr. Pinillos Casabonne, directly or indirectly holds in the aggregate at least

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10% of the voting power of our issued and outstanding share capital (without giving effect to any class A shares that may be acquired in this offering through our Directed Share Program or otherwise). See “Description of Our Share Capital.” As a result, Enfoca may use its significant influence over our business without regard to the interests of other shareholders, including in ways that could have a negative impact on your investment in the class A shares.

In addition, in connection with the Sponsor Financing, our shareholders created Heredia Investments, which received the proceeds of the Sponsor Financing. In addition to Heredia Investments, Enfoca, our controlling shareholder, and Luis Felipe Pinillos Casabonne, a member of our board of directors and shareholder, are parties to the Sponsor Financing. See “Related Party Transactions—Contribution and Capital Reduction.” The proceeds were used for a capital contribution to our subsidiary, Auna Salud S.A.C., in October 2022 to fund, in part, our purchase of Grupo OCA. As part of the Sponsor Financing, certain of our controlling shareholders pledged substantially all of the shares they hold in us for the benefit of the lenders under the Sponsor Financing. We are not a party to the Sponsor Financing. However, our shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders). To facilitate a portion of that repayment we will contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) of the proceeds from this offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%. Heredia Investments will use the funds it receives from Auna Salud S.A.C. to repay US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) outstanding under the Sponsor Financing and in connection therewith, the documents governing the Sponsor Financing will be amended. Following the completion of this offering and the use of proceeds therefrom, US$143.0 million (or a minimum of US$118.0 million if the underwriters exercise their option to purchase additional shares) aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders party to the Sponsor Financing intend to refinance in the near term. The indebtedness under the Sponsor Financing has a final maturity of October 5, 2025. The documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various covenants and other obligations of the shareholders who are party thereto, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment will contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. Finally, the documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will no longer require that our shareholders repay the Sponsor Financing with proceeds they receive from a primary equity offering by us. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so. See “—Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.” The exercise of any of these remedies could conflict with your interests, which may impact your investment in the class A shares and may subject us to additional risks and uncertainties. For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein, please refer to copies of the Form of Amended and Restated Note Purchase Agreement and the Form of Amended and Restated Credit Agreement, which are filed as Exhibits 10.28 and 10.29, respectively, to the registration statement of which this prospectus is a part.

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Furthermore, our Executive Chairman of the Board and President, Jesús Zamora León, and a majority of our directors, including Jesús Zamora León, Jorge Basadre Brazzini, Leonardo Bacherer Fastoni, Andrew Soussloff and John Wilton, are employed by or otherwise affiliated with Enfoca as directors on their board of directors. Although these directors and officers attempt to perform their duties within each company independently, such employment relationships and affiliations could give rise to potential conflicts of interest when a director or officer is faced with a decision that could have different implications for the two companies. These potential conflicts could arise, for example, over matters such as the desirability of changes to our business and operations, funding and capital matters, regulatory matters, matters arising with respect to agreements with Enfoca, board composition, employee retention or recruiting, labor, tax, employee benefit, indemnification and our dividend policy and declarations of dividends, among other matters.

You may not be able to sell class A shares you own at the time or the price you desire because an active or liquid market for these securities may not develop.

Prior to this offering, there has been no public market for our class A shares. If an active trading market does not develop, you may have difficulty selling any of our class A shares that you buy. We have been approved to list our class A shares on the NYSE under the symbol “AUNA.” We cannot predict whether an active, liquid public trading market for our class A shares will develop or be sustained. Active, liquid trading markets generally result in lower price volatility and respond more efficiently to orders from investors to purchase or sell securities. Liquidity of a securities market is often a function of the volume of the underlying shares that are publicly held by unrelated parties. We expect 100.0% of our class A shares to be held by unrelated parties following this offering (without giving effect to any class A shares that may be acquired in this offering through our Directed Share Program or otherwise by related parties purchasing in this offering or in the open market). Furthermore, the purchase of our class A shares in this offering by our affiliates through the Directed Share Program or otherwise would reduce the available public float of our class A shares. As a result, any purchase of class A shares by affiliates may reduce the liquidity of our class A shares relative to what it would have been if such shares were purchased by non-affiliates. As a result of these and other factors, you may be unable to resell your class A shares at or above the initial public offering price.

Substantial sales of class A shares after this offering could cause the price of our class A shares to decrease.

Our existing shareholders will hold a large number of our ordinary shares after this offering. We, our officers, directors and our existing shareholders have entered into lock-up agreements with the underwriters pursuant to which they agree not to offer, sell, contract to sell or otherwise dispose of or hedge any class A shares or class B shares, without the prior written consent of Morgan Stanley and J.P. Morgan, during the 180 days following the date of this prospectus, subject to certain exceptions. After this 180-day period expires, these securities, and any class A shares purchased pursuant to our Directed Share Program by such individuals, will be eligible for sale.

Following the completion of this offering and the use of proceeds therefrom, US$143.0 million (or a minimum of US$118.0 million if the underwriters exercise their option to purchase additional shares) aggregate principal amount of indebtedness will remain outstanding under the Sponsor Financing, which our shareholders party to the Sponsor Financing intend to refinance in the near term. The indebtedness under the Sponsor Financing has a final maturity of October 5, 2025. The documents governing the Sponsor Financing, as amended by the Sponsor Financing Amendment, will contain various covenants and other obligations, of the shareholders who are party thereto, including a requirement that such shareholders cause us to comply with certain of the covenants set forth in the Credit Agreement while also expanding the scope of some of those covenants, in certain cases, to impose restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Management’s Discussion and Analysis—Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing

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on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, which may cause the market price of our class A shares to decline significantly. For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein please refer to copies of the Form of Amended and Restated Note Purchase Agreement and the Form of Amended and Restated Credit Agreement, which are filed as Exhibits 10.28 and 10.29, respectively, to the registration statement of which this prospectus is a part.

In addition, pursuant to the Registration Rights Agreement (as defined herein), at any time beginning 180 days following the closing of this offering, subject to several exceptions, certain of our existing shareholders will have the right, subject to certain conditions, to require us to register the sale of their ordinary shares under the Securities Act. See “Related Party Transactions—Registration Rights Agreement.” Following completion of this offering, the shares covered by demand registration rights would represent approximately 43.3% of our outstanding ordinary shares assuming no exercise of the underwriters’ option to purchase additional class A shares. By exercising their demand registration rights and selling a large number of shares, such existing shareholders could cause the prevailing market price of our class A shares to decline.

As restrictions on resale end, or if existing shareholders exercise their registration rights, the market price of our class A shares could decline significantly if we or our existing shareholders sell securities of our company or the market perceives that we or our existing shareholders intend to do so.

The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.

Our class B shares, with a nominal value of US$0.10 each, have ten votes per share, and our class A shares, with a nominal value of US$0.01 each and which is the class we are offering in this offering, have one vote per share. Enfoca owns directly or indirectly 72.9% class B shares, which represent approximately 68.3% of the voting power of our issued and outstanding share capital immediately following this offering.

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you as a holder of our class A shares might otherwise receive a premium for your shares.

In addition, Enfoca may continue to be able to control the outcome of most matters submitted to our shareholders for approval even if their shareholdings represent less than 50% of all issued shares. Because of the ten-to-one voting ratio between our class B and class A shares, Enfoca will continue to control a majority of the combined voting power of our issued and outstanding share capital even when class B shares represent substantially less than 50% of all issued and outstanding share capital. This concentrated control will limit the ability of holders of our class A shares to influence corporate matters for the foreseeable future, and, as a result, the market price of our class A shares could be adversely affected. Furthermore, any future issuances of class B shares may dilute the voting power of our class A shares which could further exacerbate the risks associated with the dual class structure of our shares.

Additionally, our articles of association provide a classified board, which means that our board of directors will be classified into three classes of directors that are, as nearly as possible, of equal size. (i) The class A directors shall serve for an initial three-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following the expiry of their initial term, each

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class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. In addition to Enfoca’s majority ownership of our voting power, the existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the board of directors, and the prospect of that delay might deter a potential offeror.

The dual-class structure of our ordinary shares may adversely affect price and liquidity of class A shares.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual-class structure of our ordinary shares may prevent the inclusion of the class A shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the class shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the class A shares.

We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our class A shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our gross revenues exceed US$1.235 billion, if we issue more than US$1.0 billion in nonconvertible debt in a three-year period or if the fair value of our ordinary shares held by non-affiliates exceeds US$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our class A shares less attractive because we may rely on these exemptions, or if we choose to rely on additional exemptions in the future. If some investors find our class A shares less attractive as a result, there may be a less active trading market for our class A shares and the market price of our class A shares may be more volatile.

Luxembourg has different corporate disclosure and accounting standards than those you may be familiar with in the United States.

Financial reporting and securities disclosure requirements in Luxembourg differ in certain significant respects from those required in the United States. There are also material differences among IFRS and U.S. GAAP. Accordingly, the information about us available to you will not be the same as the information available to holders of shares issued by a U.S. company. Although Luxembourg law imposes restrictions on insider trading and price manipulation, applicable Luxembourg laws are different from those in the United States, and the Luxembourg securities markets may not be as highly regulated and supervised as the U.S. securities markets.

As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the rules under the Securities Act. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with

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certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Luxembourg practices concerning corporate governance (which are not mandatory under Luxembourg regulations) and intend to continue to do so. Accordingly, holders of our class A shares may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements. For example, NYSE listing standards provide that the board of directors of a U.S.-listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Luxembourg corporate governance practices, a Luxembourg company is not required to have a majority of independent members on its board of directors. The listing standards for NYSE also require that U.S.-listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Luxembourg law, a Luxembourg company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors. In addition, NYSE rules require the independent non-executive directors of U.S.-listed companies to meet on a regular basis without management being present. There is no similar requirement under Luxembourg law.

Following this offering, our controlling shareholder will control a majority of the combined voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of the NYSE corporate governance rules. As a controlled company, we would also be eligible to, and, in the event we no longer qualify as a foreign private issuer and for as long as we qualify as a controlled company, we intend to, elect not to comply with certain requirements of the NYSE corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.

Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

As a foreign private issuer, we are exempt from certain provisions applicable to U.S. domestic public companies.

As a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. The information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, holders of our class A shares may not be afforded the same protections or information that would be made available to our shareholders if we were a U.S. company.

Minority shareholders in Luxembourg are not afforded equivalent protections as minority shareholders in other jurisdictions, such as the United States, and investors may face difficulties in commencing judicial and arbitration proceedings against our company or our controlling shareholder.

Our company is organized and existing under the laws of Luxembourg, our controlling shareholder is organized and existing under the laws of Peru, and a majority of our directors and all of our officers reside in Mexico, Peru or Colombia. Accordingly, investors may face difficulties in serving process on our company, our directors and officers or our controlling shareholder in other jurisdictions, and in enforcing decisions granted by

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courts located in other jurisdictions against our company, our directors and officers or our controlling shareholder that are based on the laws of certain jurisdictions.

In Luxembourg, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or controlling shareholder as compared to the shareholders of a U.S. company.

Judgments of Luxembourg courts with respect to our class A shares will be payable only in euros.

If proceedings are brought in the courts of Luxembourg seeking to enforce our obligations in respect of the class A shares, we will have the right to discharge our obligations in euros. In the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than euros, a Luxembourg court would have power to give judgment expressed as an order to pay in a currency other than euros. However, enforcement of a judgment against any party in Luxembourg would be available only in euros and for such purposes all claims or debts would be converted into euros.

You will experience immediate and substantial dilution in the book value of the class A shares you purchase in this offering.

Because the initial offering price of the class A shares being sold in this offering will be substantially higher than our net tangible book value per ordinary share, you will experience immediate and substantial dilution in the book value of the class A shares. Net tangible book value represents the amount of our tangible assets on an adjusted basis, minus our total liabilities on an adjusted basis. As a result, at the initial public offering price of US$12.00 per class A share, we currently expect that you will incur immediate dilution of US$16.88 per class A share if you purchase in this offering (assuming no exercise of the underwriters’ option to purchase additional shares).

Our issuance of class A shares pursuant to the IMAT Oncomédica Arrangement will increase the number of class A shares eligible for future resale in the public market and result in dilution to shareholders.

In connection with our acquisition of 70% of the shares of IMAT Oncomédica in April 2022, we agreed to a put/call option under which one of the sellers has the option to sell and we have the option to buy all of their 18% remaining interest in IMAT Oncomédica at a value equal to US$32.8 million as of December 31, 2023. In addition, we agreed to earn-out obligations with the seller, pursuant to which we owe the seller US$14.0 million as of December 31, 2023. We are in the process of negotiating the IMAT Oncomédica Arrangement whereby the seller would receive class A shares that represent approximately 1.8% of our outstanding shares on a fully diluted basis in September 2024 in exchange for (i) the seller’s 18% interest in IMAT Oncomédica and (ii) extinguishment of the put/call option and our earn-out obligation with that seller. Our issuance of class A shares pursuant to the IMAT Oncomédica Arrangement will result in dilution to our existing shareholders and eventually increase the number of class A shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress the market price of our class A shares.

We do not anticipate paying any cash dividends in the foreseeable future.

We do not intend to pay any dividends to holders of our class A shares. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay certain of our indebtedness and to fund the expansion of our business. As a result, capital appreciation in the price of our class A shares, if any, will be your only source of gain on an investment in our class A shares for the foreseable future.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately US$336.5 million, or US$387.8 million if the underwriters exercise their option to purchase additional class A shares in full. These amounts are based on an initial public offering price of US$12.00 per class A share, after deducting the estimated underwriting discounts and commissions and offering expenses payable by us.

We will use the net proceeds from this offering to contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments, as further described below, and the remainder for other general corporate purposes.

We are not a party to the Sponsor Financing. However, our shareholders are required under the terms of the Sponsor Financing to repay the Sponsor Financing with proceeds they receive from an equity offering by us (through a dividend, loan or other payment from the proceeds of that offering, or through a secondary sale of shares in us by our shareholders). To facilitate a portion of that repayment, we will contribute US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) of the proceeds from this offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%. Heredia Investments will use the funds it receives from Auna Salud S.A.C. to repay US$325.0 million (or up to $350.0 million if the underwriters exercise their option to purchase additional shares) outstanding under the Sponsor Financing and in connection therewith, the documents governing the Sponsor Financing will be amended. For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein please refer to copies of the Form of Amended and Restated Note Purchase Agreement and the Form of Amended and Restated Credit Agreement, which are filed as Exhibits 10.28 and 10.29, respectively, to the registration statement of which this prospectus is a part.

For further information, see “Principal Shareholders—Sponsor Financing.”

To the extent the underwriters exercise their option to purchase additional shares in full, we estimate that our additional net proceeds will be approximately US$51.3 million. In addition to the contribution of US$25.0 million to Auna Salud S.A.C. as described above, we will use the additional net proceeds we receive pursuant to any exercise of the underwriters’ option to (i) repay US$3.5 million of short term indebtedness and (ii) repay indebtedness under the Term Loans with any remaining amount.

The short term indebtedness to be repaid in part with proceeds received if the underwriters exercise their option to purchase additional shares matures in May 2024 and bears interest at a rate of 10.06% per year. The lender under this short term indebtedness is Citibank Peru and we borrowed an aggregate principal amount of S/12.0 million in November 2023 to fund our working capital needs. For additional information about our short term indebtedness instruments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities—Credit Lines.”

The Term Loans to be repaid in part with proceeds received if the underwriters exercise their option to purchase additional shares mature in December 2028 and bear interest based on Term SOFR, in the case of USD-denominated Term Loans and on Tasa de Interés Interbancaria de Equilibrio as published by the Mexican Central Bank, in the case of MXN denominated Term Loans, in each case, plus an applicable margin. The proceeds of the Term Loans were used to repay other outstanding indebtedness, as well as related transaction costs. For additional information the Term Loans, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities—Credit and Guaranty Agreement.”

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DIVIDENDS

Dividend Policy

The class A shares and class B shares will be entitled to participate equally in distributions made by us, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder).

Following this offering, we intend to retain all available funds and future earnings, if any, to repay certain of our indebtedness and to fund the expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be subject to approval by holders of our class A shares and class B shares voting together at our annual shareholders’ meeting. Any determination by our board of directors to recommend for approval the declaration and payment of dividends will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Because we are a holding company and all of our business is conducted through our subsidiaries, and as such, if we pay any dividends in the future, such dividends will be paid from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to shareholders is dependent on the earnings of, and dividends and other distributions from, our subsidiaries. See “Risk Factors—Risks Relating to Our Business—We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to pay dividends to you will depend on the ability of our subsidiaries to pay dividends and make other distributions to us.”

In 2021, 2022 and 2023, we did not pay dividends to our shareholders. Pursuant to the above, we do not expect to pay any dividends in 2024.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2023:

• on an actual basis; and

• as adjusted to give effect to (i) the conversion through a reverse stock split on March 4, 2024 of 241,546,679 ordinary shares held by our existing shareholders for class B shares on a 5.5-to-one ratio and (ii) our sale of 30,000,000 class A shares in this offering at an initial public offering price of US$12.00 per class A share, and the use of proceeds therefrom as described under “Use of Proceeds.”

The as adjusted information in the table below assumes no exercise of the underwriters’ option to purchase additional class A shares.

The table below should be read in conjunction with “Use of Proceeds” and “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and the audited consolidated financial statements included in this prospectus.

	As of December 31, 2023
	Actual						As Adjusted
	(in millions of US$)(1)			(in millions of S/)			(in millions of US$)(1)			(in millions of S/)
Cash and cash equivalents	US$	65.1		S/	241.1		US$	76.6		S/	283.8
Loans and borrowings (current portion)(2)		104.0			385.3			104.0			385.3
Loans and borrowings (non-current portion)(2)		911.3			3,376.3			911.3			3,376.3
Total loans and borrowings		1,015.3			3,761.6			1,015.3			3,761.6
Lease liabilities current(2)		8.6			31.9			8.6			31.9
Lease liabilities non-current(2)		34.1			126.2			34.1			126.2
Total leases liabilities		42.7			158.1			42.7			158.1
Share Capital(3)		2.4			8.8			338.9			1,255.6
Reserves(4)		53.1			196.8			53.1			196.8
Reserves - Merger and other reserves(5)		439.0			1,626.6			157.4			583.2
Retained earnings (losses)		(99.0	)		(366.9	)		(99.0	)		(366.9	)
Non-controlling interest(5)		84.0			311.3			40.6			150.6
Total equity(6)		479.5			1,776.6			491.0			1,819.3
Total capitalization	US$	1,537.5		S/	5,696.3		US$	1,549.0		S/	5,739.0

(1) Calculated based on an exchange rate of S/3.705 to US$1.00 as of December 29, 2023. See “Presentation of Financial and Other Information—Currency Translations.”

(2) As of December 31, 2023, we had S/3,208.0 million (US$865.9 million) guaranteed secured loans and borrowings and lease liabilities and S/711.6 million (US$192.1 million) guaranteed unsecured loans and borrowings.

(3) As adjusted to give effect to the net proceeds from this offering of approximately US$336.5 million.

(4) Includes (i) other capital reserve, (ii) translation reserve, (iii) cost of hedging reserve and (iv) hedging reserve.

(5) We will contribute US$325.0 million of the proceeds from this offering to Auna Salud S.A.C., who will in turn use those funds to effect a capital reduction which will result in the cancellation of 100% of shares of Auna Salud S.A.C. held by Heredia Investments and thus, increase our ownership interest in Auna Salud S.A.C. from 79% to 100%. This capital reduction results in a decrease from equity accounts attributable to Heredia Investments as follows: a decrease of S/160.7 million (US$43.4 million) to “non-controlling interest” and a decrease of S/1,043.4 million (US$281.6 million) to “merger and other reserves.”

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(6) We have previously recognized an additional S/27.0 million (US$7.3 million) of expenses consisting of legal, accounting, filing and other fees and costs related to our initial public offering efforts in prior years as other assets, which will be recognized in equity once the offering is completed.

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DILUTION

Purchasers of our class A shares in this offering will experience immediate and substantial dilution to the extent of any difference between the initial public offering price per class A share and the net tangible book value per ordinary share upon the completion of the offering.

Net tangible book value represents the amount of our total assets, less our total liabilities and excluding intangibles. Net book value per ordinary share is determined by dividing our net book value by the number of our outstanding ordinary shares (based on 43,917,577 outstanding class B shares after the conversion through a reverse stock split on March 4, 2024 of 241,546,679 ordinary shares held by certain of our existing shareholders for class B shares on a 5.5-to-one basis).

As of December 31, 2023, our net tangible book value was S/(1,352.6) million (US$(365.1) million), or S/(30.8) (US$(8.31)) per ordinary share. Based upon an initial public offering price of US$12.00 per class A share, our net tangible book value would increase to US$(4.88) per ordinary share, and the immediate dilution to purchasers of our shares in the offering will be US$16.88 per ordinary share or 140.7% following the offering. The following table illustrates this dilution per ordinary share, assuming no exercise of the underwriters’ option to purchase additional shares:

	As of December 31, 2023
	Per ordinary share
Initial public offering price	US$	12.00
Net tangible book value		(8.31	)
Increase in net tangible book value per ordinary share attributable to new investors		3.43
Adjusted net tangible book value per ordinary share after this offering		(4.88	)
Dilution to new investors		16.88

If the underwriters exercise their option to purchase additional shares in full, our net tangible book value following the offering would increase to US$(3.95) per ordinary share and the immediate dilution to purchasers of shares in the offering would be US$15.95 per ordinary share.

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

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021 and the notes thereto, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information” and “Auna Summary Financial and Other Information.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Risk Factors.”

Overview

We operate hospitals and clinics in Mexico, Peru and Colombia, provide prepaid healthcare plans in Peru and provide dental and vision plans in Mexico. Our mission is to lead the transformation toward a significantly improved and highly integrated healthcare system throughout SSLA. Our focus lies in providing access to healthcare, prioritizing prevention and concentrating on some of the high-complexity diseases that contribute the most to healthcare expenditures. Our high-complexity services include oncology, traumatology and orthopedics, cardiology and neurological surgical procedures. Our model offers an accessible and integrated healthcare experience to a broad segment of the population in the markets we serve. We offer a unique end-to-end healthcare ecosystem by leveraging our patient-centric model, high-complexity-focused medical capabilities, unique healthcare plans and digital platform. This ecosystem provides our members and patients with access to life-long healthcare and empowers them to be in control of their own health journey, while offering them exceptional patient experiences and medical resolutions in their disease care. Our care delivery approach reflects our human-centered and patient-obsessed lens.

Our unique operating model is what we call the “Auna Way.” The Auna Way is our approach to effectively managing our businesses and operations; and creating high value for patients, families and our staff. It is our corporate DNA, our organization’s spirit and our deeper meaning; the one we revert to for clarity of action.

Our mission is underpinned by the Auna Way’s key pillars:

(i) We are committed to amplifying access to a life-long ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering 38 plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with life-long care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.

(ii) Our patient-centric approach prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.

(iii) We aim to provide medical services through evidence-based medicine, with patient well-being as the ultimate benchmark of quality and success. We are laser-focused on high-complexity care and are establishing regional Centers of Excellence in strategic high-complexity diseases. High-complexity care relates to highly specialized medical care, including specialized equipment and expertise, usually provided over an extended period of time, that involves advanced and complex diagnostics, procedures and treatments performed by medical specialists in state-of-the-art facilities. We have established Auna as a leading provider of cancer management in Mexico, Peru

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and Colombia and seek to equal these capabilities in cardiology, neurology and emergency trauma. Although we are subject to limitations from the dearth of state-of-the-art medical equipment and devices in certain fields, our aim is to continue scaling, outperforming and deploying end-to-end solutions and attend to the robust market demand for superior healthcare solutions in the markets where we operate. However, in order to do so, we will need to continue to attract and retain highly qualified doctors and medical professionals, invest in state-of-the-art medical equipment and devices at our facilities, and access high-quality medicines. See “Risk Factors—Risks Relating to Our Business—If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease” and “Risk Factors—Risks Relating to Our Business—Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.”

(iv) We aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.

(v) We focus on deliberate growth. We focus on, and want to continue, growing organically by optimizing assets and concentrating capacity usage towards higher complexity in an optimal manner. Although we have been successful in growing organically to date, such growth has at times been limited or delayed by the inability to obtain, or delays in obtaining, necessary permits, licenses or approvals in certain areas, by engineering and construction problems, and by disputes with contractors and subcontractors, among other matters. Similar difficulties could be encountered by us in organic growth initiatives we may undertake in the future. Our deliberate growth is also reflected in the strategy, “land, expand and integrate,” which we implement when we enter a new market. Through this strategy, we focus on targets that result in the acquisition of significant market share, providing us with many benefits, among them bargaining power with suppliers and insurance companies. We have leveraged this strategy to enter key cities in Colombia and Mexico and will seek to leverage it in the future to continue our deliberate growth. While integrating the operations of the facilities and healthcare plans we acquire comes with its challenges, including those related to increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions, we seek to leverage our experience in prior acquisitions to further our goal of growing inorganically in our geographies.

(vi) Our operations rest on the solid foundation of our organizational culture, as all we achieve depends on our strongest asset: our people. Every person at Auna embodies our principles of caring for patients, families, members and staff; transforming healthcare in our region; being passionate about human-centeredness and excellence; and we believe surprising with a superb and seamless healthcare experience. These cultural principles contribute to our institutional excellence in the pursuit of the best possible outcomes, which the reputation of our brands and the success of our business depend on.

This combination of mission, values, and practices put in place within our organization is what truly defines the Auna Way. As we have noted above, the success of our mission and our pursuit of the Auna Way are not without challenges. We must continue to attract and retain highly qualified doctors and medical professionals, invest in state-of-the-art medical equipment and devices at our facilities, and access high-quality medicines. We must obtain all necessary permits, licenses and approvals, overcome engineering and construction problems, and resolve disputes with contractors and subcontractors, among other matters, to facilitate our organic growth. We

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must successfully integrate the operations of the facilities and healthcare plans we acquire and overcome challenges related to that integration, including those related to increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions. We must accurately estimate and control healthcare costs, including the corresponding prices of our plans and services to offset such costs. We must be able to service our significant indebtedness and comply with the restrictive covenants under the agreements governing our debt instruments. Further, we must successfully navigate the risks of operating in Mexico, Peru and Colombia, including the extensive legislation and regulations we are subject to in these jurisdictions. Any failure to do any of the above could harm our business and/or materially impair our ability to execute our strategic plans. See “Risk Factors.”

Segment Reporting

Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. We have determined that our reportable segments are: (i) Oncosalud Peru, (ii) Healthcare Services in Peru, (iii) Healthcare Services in Colombia and (iv) Healthcare Services in Mexico. Our Oncosalud Peru segment consists of our prepaid healthcare plans and oncology services provided at our Oncosalud Peru segment facilities, including services provided under our prepaid plans and third-party healthcare plans and paid for out-of-pocket by our patients. Our Healthcare Services in Peru segment consists of healthcare services provided at any of our facilities in Peru other than those in the Oncosalud network. Oncosalud Peru is a payer to Healthcare Services in Peru, as are other third-party payers, for oncology and general healthcare services provided to it by our Healthcare Services in Peru segment, and the cost of such services are reflected as a cost to our Oncosalud Peru segment and a revenue to our Healthcare Services in Peru segment in our segment reporting. Our Healthcare Services in Colombia segment consists of healthcare services provided at any of our facilities in Colombia. Our Healthcare Services in Mexico segment consists of healthcare services provided at any of our facilities in Mexico and dental and vision insurance plans. In connection with our acquisition of Grupo OCA in October 2022, we added the Healthcare Services in Mexico segment to our reportable segments beginning with the fourth quarter of 2022. The accounting policies we follow for these segments are the same as those for the Company on a consolidated basis.

Factors Affecting Our Results of Operations

We believe that the most significant factors affecting our results of operations include:

• Utilization and Mix of Healthcare Services. One of the most important factors affecting our financial condition and results is the rate of utilization of the healthcare services provided to our patients, including the number of outpatient consultations, emergency services, surgeries and hospitalizations that we provide in a period, as well as our ability to adequately cross-sell complementary services such as pharmaceutical, diagnostic imaging and clinical laboratory services. We calculate utilization as (i) (x) the total number of days in which any of our beds had a hospitalized patient during the period divided by (y) the total number of beds, times (ii) the total number of days during the period. Our utilization rates are also affected by the number of third-party payers for which our facilities are considered in network. As the number of third-party payers for which we are in network for increases, so does our patient population and consequently our utilization rates. As our utilization rates increase, so does our revenue and our margins because it allows us to increase our economies of scale, as our asset base is largely a fixed cost. Likewise, if utilization rates decrease, so do our margins, and because a portion of our costs are essentially fixed, higher utilization rates drive higher margins in our business. The mix of healthcare services provided in a period also impacts our revenue, as we derive higher revenue from high complexity procedures, such as complex surgeries, rather than lower complexity procedures.

• Acquisitions. Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Barranquilla, Colombia in September 2020, the acquisitions of

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OncoGenomics and Posac in October 2021, the acquisition of 70% of the shares of IMAT Oncomédica in Montería, Colombia in April 2022, the acquisition of Grupo OCA in Monterrey, Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition, which may affect comparability of our results period-to-period. A substantial majority of our revenue growth since 2019 is attributable to acquisitions.

• Growth of Oncosalud Products and Membership and Balanced Age Demographic. Increasing the total number of Oncosalud products and plan members is vital for the continued growth of our business. As we increase our plan member population, the rate of cancer and other disease incidence among our plan members generally stays steady or increases at a stable pace. Through new plan members, we obtain additional resources to treat our plan members that are diagnosed with cancer and other diseases and are able to spread the costs of treatment across a larger population, while also increase our profitability. In addition, we seek to maintain a balanced age demographic in our member population. Younger patients pay lower plan rates, which tends to lower our average revenue per plan member, but their likelihood of being diagnosed with cancer and other diseases is significantly lower, which reduces our expected average medical cost per plan member in any given period. Additionally, expected lifetime revenue is greater for younger plan members. As of December 31, 2023, the average age of our oncology plan members was 37.2 years and the average age of our general healthcare plan members was 32.6 years. Keeping a balanced mix of younger and older patients helps us manage our revenue and costs.

• Medical Inflation. Our financial condition and results are driven by our ability to (i) control the costs of providing healthcare services, including oncology services, (ii) appropriately price healthcare plans in our Oncosalud Peru segment and dental and vision plans in our Healthcare Services in Mexico segment and (iii) pricing strategies in our healthcare networks. Our strong reputation in the market also depends on our having access to the newest technologies and medicines to diagnose and treat our patients, all of which can be expensive, and therefore places upward pressure on our costs. Moreover, we face significant competition for qualified medical personnel in Mexico, Peru and Colombia, which may require us to increase salaries and other benefits provided to our personnel. If we are unable to continue providing care while managing these cost increases, our operating profit could decline or we may be required to pass these cost increases onto our payers via the pricing of our products and services, which could make our products and services less attractive, and also impact our profitability. We continually focus on balancing the pressures of medical inflation with the benefits of providing the best quality healthcare services at affordable prices in order to continue to build the strength of our brands, which helps us grow our revenues and manage our costs.

• Expansion of Our Network. Our ability to expand our network of healthcare facilities is one of the most important factors affecting our results of operation and financial condition. Historically, our business growth has been primarily driven by planning and building new hospitals or expanding existing hospitals and by acquiring new hospitals from third parties, and we expect these activities to continue to be key drivers for our future growth. Each additional facility that we develop or acquire increases the number of patient cases treated in our network and contributes to our continued revenue growth. However, building new hospitals requires several years of capital expenditures and ramp up of operations prior to a facility becoming profitable, and it takes time and resources to integrate new hospitals acquired from third parties into our existing networks.

• Foreign Exchange Rates. Our presentation currency is the Peruvian sol and therefore we present our consolidated financial information in Peruvian soles. The functional currency of our operations is associated with the countries in which we operate. During the year ended December 31, 2023, we generated 29.0%, 40.0% and 31.0% of our revenue in Mexican pesos, Peruvian soles and Colombian pesos, respectively. This generates an exchange rate risk due to the possibility that the depreciation of the Mexican peso or Colombian peso against the Peruvian sol, which is our reporting currency, may cause the results of the applicable subsidiaries to be reduced once converted into Peruvian soles and

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therefore, impact our consolidated results. In addition, a significant portion of our debt is U.S. dollar-denominated. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt and throughout the three countries where we operate, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss, depending on the net liability position in a foreign currency other than the functional currency in each country in which we operate.

Components of Our Results of Operations

Total Revenue from Contracts with Customers

Total revenue from contracts with customers. We generate revenue from (i) the sale of healthcare services, which occurs in all of our segments, (ii) the sale of medicines, which also occurs in all of our segments, (iii) insurance revenue on our healthcare plans in our Oncosalud Peru segment and (iv) insurance revenue earned on our dental and vision insurance plans in our Healthcare Services in Mexico segment.

Healthcare services. The revenue we generate from the sale of healthcare services is recognized as services are rendered to our patients and includes amounts related to the services provided as well as the products and supplies used in providing such services. The price of healthcare services is determined by the rates set forth in reimbursement arrangements that we have with individual healthcare providers for patients that have healthcare coverage or by reference to our standard rates for patients that do not have healthcare coverage and are generally paying out-of-pocket.

Sales of medicines. The revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and in cases when our patients are hospitalized, when medicines are administered to them.

Healthcare plans. We sell prepaid healthcare plans in Peru to plan members for one-year terms, which are automatically renewed and adjusted for price increases at the end of the term, unless terminated by either party. Most of our plan members make payments pursuant to these plans on a monthly basis, while a smaller percentage of them make payments on an annual basis. The insurance revenue we receive from the sales of healthcare plans are recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period under a healthcare plan are recognized in the accompanying statement of financial position as unearned insurance revenue reserve.

Dental and vision plans. We sell dental and vision insurance plans in Mexico. Most of our plan members make payments pursuant to these plans on a monthly basis. The insurance revenue we receive from the sales of dental and vision insurance plans are recognized when they are contracted by the insured. Insurance revenue related to the unexpired contractual coverage period under a dental and vision insurance plan are recognized in the accompanying balance sheet as part of reserves.

Cost of Sales and Services and Gross Profit

Cost of sales and services. Our cost of sales and services is primarily comprised of costs incurred in providing healthcare services, including the cost of medicines; personnel expenses for medical staff; medical consultation fees; surgery fees; depreciation of medical equipment; depreciation of buildings and facilities; amortization of software; cost of services provided by third parties, primarily lease payments to third parties for certain of our facilities, service and repair costs at our facilities, custodial and cleaning services and utilities; cost of room services for inpatients; cost of clinical laboratories; technical reserves for healthcare services; and cost of services provided by dental and vision healthcare providers for services renders to our dental and vision members.

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Gross profit. Our gross profit is the difference between the revenue generated by the sale of our healthcare and insurance plans, healthcare services and medicines and the cost of sales and services.

Operating Expenses, Loss for Impairment of Trade Receivables, Other Expenses and Other Income

Selling expenses. Our selling expenses include personnel expenses for our dedicated sales and marketing team; cost of services provided by third parties, primarily sales commissions paid to brokers, call centers and other third parties that assist with our sales efforts, as well as advertising costs; and other management charges, such as office rental for our sales team, advisory fees for market studies and sales team recruiting fees.

Administrative expenses. Administrative expenses consist primarily of costs incurred at the administrative level at each of our facilities, including personnel expenses for administrative staff; cost of services provided by third parties, primarily advisory and consulting fees and lease payments to third parties for office space; depreciation, primarily of buildings and facilities; amortization of intangibles, such as IT and software; various other administrative expenses, such as insurance; and tax expenses. We also allocate a portion of administrative expenses at the corporate level to each of our operating segments.

Loss for impairment of trade receivables. Loss for impairment of trade receivables consists of the estimate for impairment of trade receivables. This estimate generally consists of provisions for services to patients who, after a certain period of time and in accordance with our impairment policy, do not pay for those services provided, either by themselves or through insurance companies. We calculate the estimate for impairment of trade receivables using an expected loss model whereby we estimate expected losses on our trade receivables based on our historical experience of impairment and other circumstances known at the time of assessment in accordance with IFRS 9.

Financial Instruments. We record a gain for impairment of trade receivables for any recovery we make in excess of our estimated losses on trade receivables during the same period. The amount of the provision made for impairment of trade receivables is written off from the balance account when there is no expectation of cash recovery.

Other expenses. Other expenses consist of the change in fair value of assets held for sale and the loss on sale of intangible assets.

Other income. Other income consists of (i) rental income from property owned and rented by us for investment purposes, (ii) the parking fees we charge those who park in the parking lots at our facilities, (iii) the increase in fair value of our investment properties, (iv) rental income from property owned and rented by us for use by medical professionals in our Healthcare Services in Mexico segment and (v) any recovery receivables that were registered as uncollectable by acquired entities before being consolidated into our results.

Finance Income and Finance Cost

Finance income and finance cost consist of interest income, interest expense, net gain (loss) on financial assets, foreign currency gain (loss) on financial assets and financial liabilities and the reclassification of net gains (losses) on instruments used to hedge interest rate and foreign currency exchange rate risk previously recognized in other comprehensive income.

Income Tax Expense

Income tax expense consists of taxes on income generated during the period. The current statutory income tax rates are 29.5% in Peru, 30.0% in Mexico and 35.0% in Colombia, calculated based on taxable income. Reconciliation of income tax effective rate to statutory tax rate considers the following effects: (i) non-deductible expenses, (ii) tax rates of a subsidiary abroad, (iii) tax losses for which deferred tax asset was not recognized and (iv) annual adjustment for inflation in Mexico, Peru and Colombia, among others.

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In Colombia, the latest tax reform introduced a minimum tax rate of 15% calculated based on profits minus certain deductions. If the effective tax rate is less than 15%, taxpayers are obliged to add their income tax up to this limit.

Results of Operations

We have derived the information included in the following discussion from our consolidated financial statements included elsewhere in this prospectus. You should read this discussion along with such financial statements.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

The following table summarizes our results of operations for the year ended December 31, 2023 and 2022:

	Year Ended December 31,						% Change
	2023			2022			2023 vs. 2022
	(in millions of soles)
Revenue
Insurance revenue	S/	914.2		S/	716.1			27.7	%
Health care services revenue		2,695.9			1,514.6			78.0	%
Sales of medicines		265.9			220.9			20.4	%
Total Revenue from contracts with customers		3,875.9			2,451.6			58.1	%
Cost of sales and services		(2,440.6	)		(1,571.9	)		55.3	%
Gross profit		1,435.3			879.7			63.2	%
Selling expenses		(193.9	)		(169.8	)		14.2	%
Administrative expenses		(704.6	)		(477.5	)		47.5	%
(Loss) reversal for impairment of trade receivables		(5.7	)		1.6			(456.3	)%
Other expenses		(20.9	)		(1.0	)		1,990.0	%
Other income		50.1			21.7			130.9	%
Operating profit		560.3			254.6			120.1	%
Finance income		93.0			6.9			1,247.8	%
Finance costs		(783.8	)		(312.7	)		150.6	%
Net finance cost		(690.8	)		(305.8	)		125.9	%
Share of profit of equity-accounted investees		6.3			3.8			65.8	%
Loss before tax		(124.2	)		(47.4	)		162.0	%
Income tax expense		(90.2	)		(29.4	)		206.9	%
Loss for the period	S/	(214.3	)	S/	(76.8	)		179.0	%

Revenue

	Year Ended December 31,						% Change
	2023			2022			2023 vs. 2022
	(in millions of soles)
Total revenue from contracts with customers
Oncosalud Peru	S/	931.7		S/	815.1			14.3	%
Healthcare Services in Peru		883.9			730.3			21.0	%
Healthcare Services in Colombia		1,192.1			895.4			33.1	%
Healthcare Services in Mexico		1,130.4			216.1			423.0	%
Holding and Eliminations		(262.1	)		(205.3	)		27.7	%
Total	S/	3,875.9		S/	2,451.6			58.1	%

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Our total revenue from contracts with customers was S/3,875.9 million for the year ended December 31, 2023, representing an increase of S/1,424.3 million, or 58.1%, from S/2,451.6 million for the year ended December 31, 2022. This increase was partly attributable to our acquisition of Grupo OCA, which contributed revenue of S/1,027.5 million.

Revenue from our Oncosalud Peru segment was S/931.7 million for the year ended December 31, 2023, representing an increase of S/116.6 million, or 14.3%, from S/815.1 million for the year ended December 31, 2022. This increase was primarily driven by a 17.4% net increase in the average number of Oncosalud plan members, which contributed S/127.7 million, offset by a 4.1% decrease in average revenue per plan member caused by our new plan products which cover general healthcare services and as a result have lower average revenue per plan member.

Revenue from our Healthcare Services in Peru segment was S/883.9 million for the year ended December 31, 2023, representing an increase of S/153.6 million, or 21.0%, from S/730.3 million for the year ended December 31, 2022. This increase was primarily driven by a 14.8% increase in average revenue per patient related to the mix of services provided during the period after the COVID-19 pandemic, which contributed S/113.9 million, and an increase in the number of patients treated, which contributed S/39.6 million based on average revenue per patient for the year ended December 31, 2023. The increase in the number of patients is attributable to (i) the normalization of the level of activity in the healthcare sector after the COVID-19 pandemic and (ii) the ramp up of our organic expansion in Clínica Chiclayo and Clínica Vallesur.

Revenue from our Healthcare Services in Colombia segment was S/1,192.0 million for the year ended December 31, 2023, representing an increase of S/296.7 million, or 33.1%, from S/895.4 million for the year ended December 31, 2022. This increase was primarily driven by (i) S/137.4 million of revenue from IMAT Oncomédica, which we acquired in April 2022 and (ii) a 30.2% increase in the number of patients treated at Clínica Las Americas and Clínica Portoazul, which contributed S/159.4 million.

Revenue from our Healthcare Services in Mexico segment was S/1,130.4 million for the year ended December 31, 2023.

Cost of Sales and Services

	Year Ended December 31,						% Change
	2023			2022			2023 vs. 2022
	(in millions of soles)
Cost of sales and services
Oncosalud Peru		(502.8	)		(419.7	)		19.8	%
Healthcare Services in Peru		(679.7	)		(578.3	)		17.5	%
Healthcare Services in Colombia		(853.9	)		(620.4	)		37.6	%
Healthcare Services in Mexico		(663.7	)		(156.8	)		323.3	%
Holding and Eliminations		259.5			203.3			27.6	%
Total		(2,440.6	)		(1,571.9	)		55.3	%

Our total cost of sales and services was S/2,440.6 million for the year ended December 31, 2023, representing an increase of S/868.7 million, or 55.3%, from S/1,571.9 million for the year ended December 31, 2022. This increase was primarily attributable to our acquisition of Grupo OCA, which contributed cost of sales and services of S/625.5 million.

Cost of sales and services in our Oncosalud Peru segment was S/502.8 million for the year ended December 31, 2023, representing an increase of S/83.1 million, or 19.8%, from S/419.7 million for the year ended December 31, 2022. This increase was primarily attributable to an increase in the number of patients treated due to the expiration of COVID-19 lockdowns in Peru and the sale of new general healthcare plans with a

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higher MLR than oncology plans, which increased costs by S/88.2 million, offset by a decrease in the average cost of treatment per patient due to the new product offering of healthcare services plans, which decreased cost of sales and services by S/5.5 million.

Cost of sales and services in our Healthcare Services in Peru segment was S/679.7 million for the year ended December 31, 2023, representing an increase of S/101.4 million, or 17.5%, from S/578.3 million for the year ended December 31, 2022. This increase was attributable to (i) an increase in the number of patients treated, which increased costs by S/31.4 million based on the average cost per patient for the year ended December 31, 2023, driven by the normalization of the level of activity in the healthcare sector after the COVID-19 pandemic and the ramp up of our organic expansion in Clínica Chiclayo and Clínica Vallesur and (ii) a 11.5% increase in average cost per patient, which contributed S/70.0 million.

Cost of sales and services in our Healthcare Services in Colombia segment was S/853.9 million for the year ended December 31, 2023, representing an increase of S/233.5 million, or 37.6%, from S/620.4 million for the year ended December 31, 2022. This increase was primarily driven by (i) S/97.4 million of costs from IMAT Oncomédica, which we acquired in April 2022 and (ii) an increase in the number of patients treated at Clínica Las Américas and Clínica Portoazul, which contributed S/150.2 million, offset by a 2.2% decrease in average cost per patient, which decreased costs by S/14.2 million.

Cost of sales and services in our Healthcare Services in Mexico segment was S/663.7 million for the year ended December 31, 2023.

Gross Profit and Gross Margin

For the foregoing reasons, our gross profit was S/1,435.3 million for the year ended December 31, 2023, representing an increase of S/555.6 million, or 63.2%, from S/879.7 million for the year ended December 31, 2022. Our gross margin for the year ended December 31, 2023 was 37.0%. By segment, our gross margin was 46.1% in Oncosalud Peru, 23.1% in Healthcare Services in Peru, 28.4% in Healthcare Services in Colombia and 41.3% in Healthcare Services in Mexico. Overall, our gross margin increased by 1.1% for the year ended December 31, 2023 from 35.9% for the year ended December 31, 2022.

Selling Expenses

Our total selling expenses were S/193.9 million for the year ended December 31, 2023, representing an increase of S/24.1 million, or 14.2%, from S/169.8 million for the year ended December 31, 2022. This increase was partly attributable to our acquisition of Grupo OCA and Dentegra, which contributed selling expenses of S/5.5 million.

Selling expenses in our Oncosalud Peru segment were S/163.3 million for the year ended December 31, 2023, representing an increase of S/17.3 million, or 11.8%, from S/146.0 million for the year ended December 31, 2022. The increase in selling expenses was primarily a result of an increase in variable expenses related to revenues.

Selling expenses in our Healthcare Services in Peru segment were S/18.1 million for the year ended December 31, 2023, representing an increase of S/2.2 million, or 13.8%, from S/15.9 million for the year ended December 31, 2022. The increase in selling expenses was primarily driven by the increase in credit card fees from payments made by patients during the period.

Selling expenses in our Healthcare Services in Colombia segment were S/6.3 million for the year ended December 31, 2023, representing an increase of S/0.6 million, or 10.0%, from S/5.7 million for the year ended December 31, 2022. The increase in selling expenses was primarily driven by the increase in staff remuneration in Clínica Portoazul due to an increase in personnel, salary increases and new social benefits to employees.

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Selling expenses in our Healthcare Services in Mexico segment were S/5.5 million for the year ended December 31, 2023.

Administrative Expenses

Our total administrative expenses were S/704.6 million for the year ended December 31, 2023, representing an increase of S/227.1 million, or 47.5%, from S/477.5 million for the year ended December 31, 2022. This increase was partly attributable to our acquisition of Grupo OCA, which contributed administrative expenses of S/182.5 million.

Administrative expenses for our Oncosalud Peru segment were S/137.3 million for the year ended December 31, 2023, representing a decrease of S/11.7 million, or 7.8%, from S/149.0 million for the year ended December 31, 2022. The decrease was primarily driven by a decrease of S/15.7 million in corporate expenses related to the redistribution of corporate expenses among segments, partially offset by a S/5.6 million increase in administrative payroll due to new positions, annual salary increase and other employees benefits.

Administrative expenses for our Healthcare Services in Peru segment were S/159.3 million for the year ended December 31, 2023, representing an increase of S/27.6 million, or 21.0%, from S/131.6 million for the year ended December 31, 2022. The increase was driven by (i) an increase of S/7.2 million in corporate-level expenses primarily due to services provided in Clínica Chiclayo, which we opened in August 2021, and a relative increase in IT service expenses, (ii) S/1.3 million related to an increase in required maintenance to facilities and equipment and (iii) S/5.0 million in staff expenses due to the regular annual salary increases.

Administrative expenses for our Healthcare Services in Colombia segment were S/188.7 million for the year ended December 31, 2023, representing an increase of S/29.7 million, or 18.7%, from S/159.0 million for the year ended December 31, 2022. This increase was primarily driven by (i) S/22.4 million of expenses from IMAT Oncomédica, which we acquired in April 2022, (ii) S/5.0 million in expenses related to administrative personnel in Clínica Las Américas and Clínica Portoazul (iii) S/2.0 million in expenses related to the facility maintenance of Clínica Las Américas and Clínica Portoazul.

Administrative expenses for our Healthcare Services in Mexico segment were S/220.6 million for the year ended December 31, 2023.

(Loss) Reversal for Impairment of Trade Receivables

Loss for impairment of trade receivables was S/5.7 million for the year ended December 31, 2023, representing a decrease of S/7.3 million, from S/1.6 million reversal for impairment of trade receivables for the year ended December 31, 2022.

Loss for impairment of trade receivables for our Oncosalud Peru segment was S/0.4 million for the year ended December 31, 2023, representing a decrease of S/2.7 million, from S/2.4 million reversal for impairment of trade receivables for the year ended December 31, 2022. The decrease was primarily due to an increase in trade receivables recorded as impaired.

Reversal for impairment of trade receivables for our Healthcare Services in Peru segment was S/0.1 million for the year ended December 31, 2023, representing a decrease of S/4.0 million, or 97.6%, from S/4.1 million for the year ended December 31, 2022. The decrease was primarily due to an increase in trade receivables recorded as impaired.

Loss for impairment of trade receivables for our Healthcare Services in Colombia was S/6.4 million for the year ended December 31, 2023, representing an increase of S/1.6 million, or 36.2%, from S/4.7 million for the year ended December 31, 2022. The increase was primarily due to an increase in the average number of days for collection of our accounts receivable from EPSs.

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Loss for impairment of trade receivables was S/1.1 million for the year ended December 31, 2023 in our Healthcare Services in Mexico segment.

Other Income

Other income was S/50.1 million for the year ended December 31, 2023, representing an increase of S/28.5 million, or 131.4%, from S/21.7 million for the year ended December 31, 2022. This increase was primarily attributable to our acquisition of Grupo OCA, which contributed other income of S/26.0 million.

Other income in our Oncosalud Peru segment was S/12.4 million for the year ended December 31, 2023, representing an increase of S/3.4 million, or 37.2%, from S/9.0 million for the year ended December 31, 2022. This increase was primarily attributable to additional IT services provided to our Healthcare Services in Peru segment.

Other income in our Healthcare Services in Peru segment was S/9.4 million for the year ended December 31, 2023, representing an increase of S/4.9 million, or 111.2%, from S/4.4 million for the year ended December 31, 2022. The increase was primarily due to (i) S/1.3 million in sale of non-operational properties, (ii) S/2.1 million related to an increase in the value of investment properties and (iii) S/1.2 million related to an increase in parking fees and other miscellaneous services provided at the hospitals.

Other income in our Healthcare Services in Colombia segment was S/16.2 million for the year ended December 31, 2023, representing an increase of S/0.9 million, or 5.9%, from S/15.3 million for the year ended December 31, 2022. The increase was primarily due to the recovery of account receivables reserved in prior periods.

Other income was S/26.2 million for the year ended December 31, 2023 in our Healthcare Services in Mexico segment.

Operating Profit

	Year Ended December 31,						% Change
	2023			2022			2023 vs. 2022
	(in millions of soles)
Operating profit
Oncosalud Peru	S/	135.8		S/	111.8			21.5	%
Healthcare Services in Peru		36.4			13.0			180.0	%
Healthcare Services in Colombia		132.7			120.8			9.9	%
Healthcare Services in Mexico		267.8			14.2			1,785.9	%
Holding and Eliminations		(12.4	)		(5.2	)		138.5	%
Total	S/	560.3		S/	254.6			120.1	%

For the foregoing reasons, our operating profit was S/560.3 million for the year ended December 31, 2023, representing an increase of S/305.7 million, or 120.1%, from S/254.6 million for the year ended December 31, 2022.

Finance Income and Finance Cost

Finance income was S/93.0 million for the year ended December 31, 2023, representing an increase of S/86.1 million from S/6.9 million for the year ended December 31, 2022. This increase was primarily due to (i) an appreciation in the local currencies in which we operate (Peruvian soles, Colombian pesos and Mexican pesos), with respect to the U.S. dollars, which contributed S/75.9 million and (ii) S/8.0 million in finance income related to our acquisition of Dentegra in February 2023, and (iii) S/2.0 million in finance income related to our higher cash balance.

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Finance cost was S/783.8 million for the year ended December 31, 2023, representing an increase of S/471.1 million, or 150.6%, from S/312.7 million for the year ended December 31, 2022. This increase was primarily attributable to (i) S/224.1 million in interest expense related the refinancing of certain long-term debt carried out during 2023, which includes amortized cost write-off, exit fees associated with the repayment of the 2028 Notes and unwinding of related derivatives, (ii) S/191.6 million in finance costs related to the 2028 Notes which were issued in April 2023, (iii) S/27.2 million of hedging costs in connection with the new derivative agreements associated with our USD-denominated debt, (iv) S/23.4 million in interest expense related to the bridge loan taken in September 2022 for the acquisition of Grupo OCA, (v) S/9.5 million related to interest expenses from the Term Loan under which we made borrowings on December 2023, (vi) S/9.3 million related to factoring operations, (vii) S/15.6 million related to discounts on invoices that were written off, tax costs related to intercompany loans and others, and (viii) S/5.8 million related to short term debt, offset by a decrease of S/57.8 million attributable to exchange rate variations.

Income Tax Expense

We recognized income tax expense of S/90.2 million for the year ended December 31, 2023, representing an increase of S/60.8 million, or 206.9%, from an income tax expense of S/29.4 million for the year ended December 31, 2022. This represented an effective tax rate of 72.6% and 61.9% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate for the year ended December 31, 2023 was mainly impacted by carryforward tax losses in Mexico, which have been considered not probable to be recovered and therefore no deferred income tax was recognized. The effective tax rate for the year ended December 31, 2022 was mainly impacted by (i) expenses related to our acquisition of Grupo OCA which were allocated to one of our subsidiaries in Mexico reducing profit without recognition of deferred income tax and (ii) tax losses in Colombia as a result of a deferred tax asset which was recognized at a lower tax rate due to being in a free trade zone.

Loss for the Period

For the foregoing reasons, loss for the year ended December 31, 2023 was S/214.3 million, representing a decrease of S/137.5 million from a loss of S/76.8 million for the year ended December 31, 2022.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The following table summarizes our results of operations for the year ended December 31, 2022 and 2021:

	Year Ended December 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions of soles)
Revenue
Insurance revenue	S/	716.1		S/	630.5			13.6	%
Health care services revenue		1,514.6			1,092.7			38.6	%
Sales of medicines		220.9			200.5			10.2	%
Total Revenue from contracts with customers		2,451.6			1,923.7			27.4	%
Cost of sales and services		(1,571.9	)		(1,236.8	)		27.1	%
Gross profit		879.7			686.9			28.0	%
Selling expenses		(169.8	)		(159.1	)		6.7	%
Administrative expenses		(477.5	)		(400.7	)		19.2	%
(Loss) reversal for impairment of trade receivables		1.6			(27.1	)		—
Other expenses		(1.0	)		—			—
Other income		21.7			8.1			167.9	%
Operating profit		254.6			108.1			135.4	%
Finance income		6.9			7.6			(9.2	)%

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	Year Ended December 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions of soles)
Finance costs		(312.7	)		(122.2	)		155.8	%
Net finance cost		(305.8	)		(114.6	)		166.8	%
Share of profit of equity-accounted investees		3.8			3.4			11.8	%
Loss before tax		(47.4	)		(3.1	)		1,429.0	%
Income tax expense		(29.4	)		(19.9	)		47.7	%
Loss for the year	S/	(76.8	)	S/	(23.0	)		233.9	%

Revenue

	Year Ended December 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions of soles)
Total revenue from contracts with customers
Oncosalud Peru	S/	815.1		S/	761.6			7.0	%
Healthcare Services in Peru		730.3			667.2			9.5	%
Healthcare Services in Colombia		895.4			675.0			32.7	%
Healthcare Services in Mexico		216.1			—			—
Holding and Eliminations		(205.3	)		(180.1	)		14.0	%
Total	S/	2,451.6		S/	1,923.7			27.4	%

Our total revenue from contracts with customers was S/2,451.6 million in 2022, representing an increase of S/527.9 million, or 27.4%, from S/1,923.7 million in 2021. This increase was partly attributable to our acquisition of Grupo OCA, which contributed revenue of S/216.1 million.

Revenue from our Oncosalud Peru segment was S/815.1 million in 2022, representing an increase of S/53.5 million, or 7.0%, from S/761.6 million in 2021. This increase was driven by a 14.7% net increase in the average number of Oncosalud plan members, which contributed S/94.2 million to the increase, partially offset by (i) a S/36.7 million decrease in healthcare revenues from third parties mainly as a result of a decrease in revenue for healthcare services from third parties at one of our facilities, Guardia Civil, which in 2021 was designated as a COVID-19 treatment facility and (ii) a 0.5% decrease in average revenue per plan member caused by our new plan products which cover general healthcare services and as a result have lower average revenue per plan member, resulting in a decrease of S/4.0 million in revenue.

Revenue from our Healthcare Services in Peru segment was S/730.3 million in 2022, representing an increase of S/63.1 million, or 9.5%, from S/667.2 million in 2021. This increase was primarily driven by the increase in the number of patients treated, which contributed S/144.2 million based on the average revenue per patient for the year ended December 31, 2022. The increase in the number of patients is attributable to (i) normalization in the level of activity in the healthcare sector after the COVID-19 pandemic and (ii) the ramp up of demand in Clínica Chiclayo which we opened in August 2021, offset by a 10.0% decrease in average revenue per patient, which reduced revenue by S/81.1 million.

Revenue from our Healthcare Services in Colombia segment was S/895.4 million in 2022, representing an increase of S/220.3 million, or 32.6%, from S/675.0 million in 2021. This increase was primarily driven by (i) S/210.3 million of revenue from IMAT Oncomédica, which we acquired in April 2022 and (ii) an increase in the number of patients treated at Clínica Las Américas and Clínica Portoazul, which contributed S/98.9 million, partially offset by a 11.4% decrease in average revenue per patient related to the mix of services provided during the period, which reduced revenue by S/88.2 million.

Revenue from our Healthcare Services in Mexico segment was S/216.1 million in 2022.

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Cost of Sales and Services

	Year Ended December 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions of soles)
Cost of sales and services
Oncosalud Peru	S/	(419.7	)	S/	(390.9	)		7.4	%
Healthcare Services in Peru		(578.3	)		(539.9	)		7.1	%
Healthcare Services in Colombia		(620.4	)		(483.0	)		28.4	%
Healthcare Services in Mexico		(156.8	)		—
Holding and Eliminations		203.3			177.1			14.8	%
Total	S/	(1,571.9	)	S/	(1,236.7	)		27.1	%

Our total cost of sales and services was S/1,571.9 million in 2022, representing an increase of S/335.4 million, or 27.1%, from S/1,236.7 million in 2021. This increase was partly attributable to our acquisition of Grupo OCA, which contributed cost of sales and services of S/156.8 million.

Cost of sales and services in our Oncosalud Peru segment was S/419.7 million in 2022, representing an increase of S/28.8 million, or 7.4%, from S/390.9 million in 2021. This increase was primarily attributable to an increase in the number of patients treated due to the expiration of COVID-19 lockdowns in Peru and the sale of new general healthcare plans with a higher MLR than oncology plans, which increased costs by S/37.9 million, partially offset by a decrease in average cost of treatment per patient due to the new product offering of healthcare services plans, which generally have lower costs and decreased cost of sales and services by S/8.9 million.

Cost of sales and services in our Healthcare Services in Peru segment was S/578.3 million in 2022, representing an increase of S/38.4 million, or 7.1%, from S/539.9 million in 2021. This increase was attributable to (i) an increase in the number of patients treated, which increased costs by S/116.7 million based on the average cost per patient for the year ended December 31, 2022, driven by the normalization of the level of activity in the healthcare sector after the COVID-19 pandemic and the ramp up of our organic expansion in Clínica Chiclayo and Clínica Vallesur and (ii) a 11.9% increase in average cost per patient related to the mix of services provided during the period post-COVID-19 pandemic, which contributed S/78.4 million.

Cost of sales and services in our Healthcare Services in Colombia segment was S/620.4 million in 2022, representing an increase of S/137.4 million, or 28.4%, from S/483.0 million in 2021. This increase was primarily driven by (i) S/122.3 million of costs from IMAT Oncomédica, which we acquired in April 2022, (ii) an increase in the number of patients treated at Clínica Las Américas and Clínica Portoazul, which contributed S/63.7 million, and (iii) a 10.1% increase in average cost per patient related to the mix of services provided during the period post-COVID-19 pandemic, which contributed S/48.6 million.

Cost of sales and services in our Healthcare Services in Mexico segment was S/156.8 million in 2022.

Gross Profit and Gross Margin

For the foregoing reasons, our gross profit was S/879.7 million in 2022, representing an increase of S/192.8 million, or 28.0%, from S/686.9 million in 2020. Our gross margin in 2022 was 35.9%. By segment, our gross margin was 48.5% in Oncosalud Peru, 20.8% in Healthcare Services in Peru, 30.7% in Healthcare Services in Colombia and 27.5% in Healthcare Services in Mexico. Overall, our gross margin increased by 0.2% in 2022, from 35.7% in 2021.

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Selling Expenses

Our total selling expenses were S/169.8 million for the year ended December 31, 2022, representing an increase of S/10.7 million, or 6.7%, from S/159.1 million for the year ended December 31, 2021. This increase was partly attributable to our acquisition of Grupo OCA, which contributed selling expenses of S/0.7 million.

Selling expenses in our Oncosalud Peru segment were S/146.0 million for the year ended December 31, 2022, an increase of S/12.7 million, or 9.5%, from S/133.3 million for the year ended December 31, 2021. The increase was primarily a result of an increase in selling expenses of: (i) S/6.2 million related to payroll of our sales personnel; (ii) S/6.1 million related to advertising and (iii) S/1.7 million related to credit card transaction fees.

Selling expenses in our Healthcare Services in Peru segment were S/15.9 million for the year ended December 31, 2022, representing a reduction of S/3.0 million, or 15.9%, from S/18.9 million for the year ended December 31, 2021. The decrease in selling expenses was primarily due to the reduction in selling expenses of: (i) S/1.9 million related to payroll of our marketing staff and (ii) S/2.1 million mainly related to advertising expenses and partially offset by an increase in credit card transaction fees and others of S/1.0 million.

Selling expenses in our Healthcare Services in Colombia segment were S/5.7 million for the year ended December 31, 2022, representing an increase of S/1.8 million, or 46.2%, from S/3.9 million for the year ended December 31, 2021. The increase was primarily a result of an increase in selling expenses of: (i) S/0.7 million related to advertising expenses and (ii) S/0.4 million related to payroll of our marketing staff.

Selling expenses in our Healthcare Services in Mexico segment were S/0.7 million for the year ended December 31, 2022.

Administrative Expenses

Our total administrative expenses were S/477.5 million for the year ended December 31, 2022, representing an increase of S/76.8 million, or 19.2%, from S/400.7 million for the year ended December 31, 2021. This increase was partly attributable to our acquisition of Grupo OCA, which contributed administrative expenses of S/46.2 million.

Administrative expenses for our Oncosalud Peru segment were S/149.0 million for the year ended December 31, 2022, representing an increase of S/0.3 million, or 0.2%, from S/148.7 million for the year ended December 31, 2021. The increase was primarily driven by (i) S/4.7 million in amortization of intangible assets and (ii) S/0.8 million in donations made to our non-profit organization, Auna Ideas, partially offset by a S/5.5 million decrease in corporate expenses mainly related to efficiencies in our IT structure.

Administrative expenses for our Healthcare Services in Peru segment were S/131.6 million for the year ended December 31, 2022, representing a decrease of S/10.4 million, or 7.3%, from S/142.0 million for the year ended December 31, 2021. The decrease was driven by (i) a decrease of S/3.6 million in corporate-level expenses mainly related to efficiencies in our IT structure, (ii) a decrease of S/1.3 million in third-party recruiting services, (iii) a decrease of S/1.0 million in third-party security services in the segment’s hospitals and (iv) a decrease of S/1.0 million for maintenance of equipment and facilities.

Administrative expenses for our Healthcare Services in Colombia segment were S/159.0 million for the year ended December 31, 2022, representing an increase of S/31.3 million, or 24.5%, from S/127.7 million for the year ended December 31, 2021. The increase is due to IMAT Oncomédica, acquired in April 21, which incurred administrative expenses of S/32.5 million.

Administrative expenses for our Healthcare Services in Mexico segment were S/46.2 million for the year ended December 31, 2022.

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Loss for Impairment of Trade Receivables

Reversal for impairment of trade receivables was S/1.6 million for the year ended December 31, 2022, representing a decrease in loss of S/28.7 million, or 105.9%, from a S/27.1 million loss for the year ended December 31, 2021.

Reversal for impairment of trade receivables in our Oncosalud Peru segment was S/2.4 million for the year ended December 31, 2022, representing an increase of S/3.3 million, or 366.7%, from a S/0.9 million loss for impairment of trade receivables for the year ended December 31, 2021. The increase was primarily due to a decrease in trade receivables recorded as impaired related to the reduction of uninsured patients treated for COVID-19.

Reversal for impairment of trade receivables in our Healthcare Services in Peru segment was S/4.1 million for the year ended December 31, 2022, representing an increase of S/12.3 million, or 150.0%, from a S/8.2 million loss for impairment of trade receivables for the year ended December 31, 2021. The increase was primarily due to a decrease in trade receivables recorded as impaired related to the reduction of uninsured patients treated for COVID-19.

Loss for impairment of trade receivables in our Healthcare Services in Colombia segment was S/4.7 million for the year ended December 31, 2022, representing a decrease of S/13.3 million, or 73.9%, from S/18.0 million for the year ended December 31, 2021. The decrease was primarily related to the liquidation of a third-party insurance payer, which contributed S/15.8 million in loss for impairment of trade receivables in 2021.

Loss for impairment of trade receivables was S/0.1 million for the year ended December 31, 2022 in our Healthcare Services in Mexico segment.

Other Income

Other income was S/21.7 million for the year ended December 31, 2022, representing an increase of S/13.6 million, or 167.9%, from S/8.1 million for the year ended December 31, 2021. This increase was partly attributable to our acquisition of Grupo OCA, which contributed other income of S/1.9 million.

Other income for our Oncosalud Peru segment was S/9.0 million for the year ended December 31, 2022, representing an increase of S/3.7 million, or 69.8%, from S/5.3 million for the year ended December 31, 2021. The increase was primarily related to rent for use of Clínica Chiclayo.

Other income in our Healthcare Services in Peru segment was S/4.4 million for the year ended December 31, 2022, representing an increase of S/1.2 million, or 37.5%, from S/3.2 million for the year ended December 31, 2021. The increase was primarily related to the recovery of account receivables reserved in prior periods.

Other income for our Healthcare Services in Colombia segment was S/15.3 million for the year ended December 31, 2022, representing an increase of S/10.7 million, or 232.6%, from S/4.6 million for the year ended December 31, 2021. The increase was primarily due to the recovery of account receivables reserved in prior periods.

Other income was S/1.9 million for the year ended December 31, 2022 in our Healthcare Services in Mexico segment.

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Operating Profit

	Year Ended December 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions of soles)
Operating profit
Oncosalud Peru	S/	111.8		S/	93.0			20.2	%
Healthcare Services in Peru		13.0			(38.6	)		133.7	%
Healthcare Services in Colombia		120.8			47.0			157.0	%
Healthcare Services in Mexico		14.2			—			—
Holding and Eliminations		(5.2	)		6.7			(177.6	%)
Total	S/	254.6		S/	108.1			135.4	%

For the foregoing reasons, our operating profit was S/254.6 million in 2022, representing an increase of S/146.5 million, or 135.4%, from S/108.1 million in 2021.

Finance Income and Finance Cost

Finance income was S/6.9 million for the year ended December 31, 2022, representing a decrease of S/0.7 million, or 9.2%, from S/7.6 million for the year ended December 31, 2021. This decrease was primarily due to a decrease of investments in short-term deposits resulting in a decrease of finance income earned.

Finance cost was S/312.7 million for the year ended December 31, 2022, representing an increase of S/190.5 million, or 155.9%, from S/122.2 million for the year ended December 31, 2021. This increase was primarily attributable to an increase of (i) S/57.8 million related to the depreciation of the Peruvian sol against the U.S. dollar combined with an increase in our U.S. dollar denominated debt, (ii) S/109.6 million in interest expenses, including interest expenses related to the financing of our acquisitions of IMAT Oncomédica and Grupo OCA, (iii) S/10.4 million related to hedges in connection with new debt and (iv) S/6.7 million related to the fair value changes in our earn-out obligation for the acquisition of IMAT Oncomédica.

Income Tax Expense

We had an income tax expense of S/29.4 million in 2022, representing an increase of S/9.5 million, from S/19.9 million in 2021. The increase was primarily attributable to S/21.7 million of income tax losses as a result of financing expenses related to our acquisition of Grupo OCA, partially offset by an income tax benefit of S/15.6 million resulting from taxable losses.

Loss for the Period

For the foregoing reasons, loss for the year was S/76.8 million in 2022, representing a decrease of S/53.8 million, from a loss of S/23.0 million in 2021.

Liquidity and Capital Resources

Our financial condition and liquidity is, and will continue to be, influenced by a variety of factors, including (i) our ability to generate cash flows from our operations; (ii) the level of outstanding indebtedness and the interest payable on this indebtedness; and (iii) our capital expenditure requirements.

Overview

Our primary source of liquidity is our operating cash flow from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Our healthcare plans are prepaid plans for one-year terms pursuant

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to which plan members typically pay us a fixed amount per month over the course of a year, while a smaller percentage of them make payments on an annual basis. Our dental and vision plans are insurance plans pursuant to which plan members typically pay us a fixed amount per month over the course of a year. During the year ended December 31, 2023, in the Healthcare Services in Peru segment, 46.9% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government, 22.7% are payments made by the Oncosalud segment and 30.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.3% of payments came from third-party insurance and institutional providers, including insurance providers under the Colombian government’s social security system, and 3.7% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In our Healthcare Services in Mexico segment, 91.1% of payments came from third-party insurance and institutional providers, including the Mexican government, and 8.9% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. Our accounts receivable for payments from the third-party insurance and institutional providers previously mentioned are typically collected on an average of 44 days in Mexico, 117 days in Peru and 150 days in Colombia; this average is calculated from the average billed revenue and accounts receivables of third-party insurance and institutional providers of each segment, during the year ended December 31, 2023. The average collection days in each country, including out-of-pocket revenue and accounts receivables are 41 days in Mexico, 75 days in Peru and 145 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2023.

As of December 31, 2023, our cash and cash equivalents were S/241.1 million, and we had a negative working capital (defined as current assets less current liabilities) of S/140.2 million. See “Risk Factors—Risks Relating to Our Business—We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.”

We believe that our available cash and cash equivalents and cash flows expected to be generated from operations and borrowings available to us under our revolving credit lines, will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. Our principal economic activities provide predictable cash flows, as they consist primarily of the sale of prepaid plans that have monthly prepayments agreed for one-year terms or annual payments that are automatically renewed unless canceled by the plan members, and the provision of healthcare services, for which we are reimbursed by third-party healthcare providers under agreements that typically also have one-year terms and automatically renew each year, unless renegotiated. Given the predictability of these cash flows, we can operate with negative working capital.

Our ability to expand and grow our business in accordance with management’s current plans and to meet our long-term capital requirements will depend on many factors, including those mentioned above. To the extent we pursue one or more significant strategic acquisitions, we may be required to incur additional debt or sell additional equity to finance those acquisitions.

Comparative Cash Flows

The following table sets forth our cash flows for the periods indicated:

	Year Ended December 31,
	2023			2022			2021
	(in millions of soles)
Net cash from operating activities	S/	582.4		S/	162.6		S/	183.3
Net cash used in investing activities		(173.2	)		(3,209.4	)		(292.0	)
Net cash from (used in) financing activities		(370.0	)		3,130.7			(102.1	)
Net increase (decrease) in cash and cash equivalents		39.3			83.8			(210.8	)
Cash and cash equivalents at beginning of period		208.7			138.8			343.5
Effect of movements in exchange rates on cash held		(6.8	)		(14.1	)		6.1
Cash and cash equivalents at end of period	S/	241.1		S/	208.7		S/	138.8

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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Net cash from operating activities for the year ended December 31, 2023 was S/582.4 million compared to S/162.6 million for the year ended December 31, 2022, an increase of S/419.8 million. This increase was primarily due to the net cash from operating activities from the Healthcare Services in Mexico segment, acquired in October 2022, which was S/305.1 million for the year ended December 31, 2023. The net cash from operating activities of our other three segments was S/277.3 million compared to S/149.4 million for the year ended December 31, 2022, an increase of S/127.9 million. This result was primarily explained by an improvement in our cash management, which led to an increase in our cash conversion rate (i.e., the rate at which we convert our revenue to cash, which is calculated by dividing our net cash from operating activities by our total revenue from the same period) from 6.7% to 15.0%, and which resulted in an increase of S/93.8 million in cash as compared to the year ended December 31, 2022.

Net cash used in investing activities for the year ended December 31, 2023 was S/173.2 million, compared to S/3,209.4 million for the year ended December 31, 2022. The primary investment for the year ended December 31, 2022 was S/476.3 million for the acquisition of IMAT Oncomédica in April 2022. The primary investment for the year ended December 31, 2023 was S/60.0 million for the acquisition of Dentegra in February 2023. We also made investments of S/165.2 million, with a focus on (i) maintenance, replacements and standardization improvements of our facilities and medical equipment and for software and other intangibles and (ii) organic growth in Colombia and Peru, through the expansion of the healthcare network capacity IMAT, Chiclayo and Vallesur.

Net cash used in financing activities for the year ended December 31, 2023 was S/370.0 million, compared to net cash from financing activities of S/3,130.7 million for the year ended December 31, 2022. Net cash from financing activities for the year ended December 31, 2022 primarily reflected S/2,287.8 million of loans and borrowings used for the financing of our acquisitions of IMAT Oncomédica and Grupo OCA. Net cash used in financing activities for the year ended December 31, 2023 primarily reflected S/4,871.4 million in proceeds from loans and borrowings, that were used to repay certain existing indebtedness and financial obligations of S/4,520.8 million and make certain interest payments of S/671.2 million, which includes (i) a prepayment fee of S/53.3 million related to the repayment of the 2028 Notes and (ii) S/54.5 million in transaction costs related to the Term Loan and 2029 Notes.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Net cash from operating activities for the year ended December 31, 2022 was S/162.6 million, compared to S/183.3 million for the year ended December 31, 2021, a decrease of S/20.7 million. This decrease was partially offset by the net cash from operating activities from the Mexico healthcare network business, acquired in October 2022, which was S/13.2 million for the year ended December 31, 2022. The net cash from operating activities of the rest of the existing business was S/149.2 million, compared to S/183.3 million for the year ended December 31, 2021, a decrease of S/34.0 million. This result was primarily explained by an increase of S/29.7 million in cash collected driven by the increase in revenue in all of our segments and higher profitability, partially offset by a deterioration in our cash management, which led to a decrease in our cash conversion rate (i.e., the rate at which we convert our revenue to cash, which is calculated by dividing our net cash from operating activities by our total revenue from the same period) from 9.5% to 6.6% and which resulted in a reduction of S/63.7 million in cash as compared to the year ended December 31, 2021.

Net cash used in investing activities for the year ended December 31, 2022 was S/3,209.4 million, compared to S/292.0 million for the year ended December 31, 2021. The primary use of cash for the year ended December 31, 2022 was $3,058.8 million for our acquisitions of Grupo OCA and IMAT Oncomédica; and $150.6 million in investments, including intangibles, focused on maintenance, completion of our oncological value offer in Peru (Radiotherapy in the northern headquarters, PET CT Peru and PET CT Colombia, Prevention Center in Lima) and equipment for the new operations in Clínica Chiclayo, Clínica del Sur, Clínica Vallesur and the expansion of hospital and surgical capacity at Clínica Las Américas and Portoazul.

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Net cash from financing activities for the year ended December 31, 2022 was S/3,130.7 million, compared to net cash used in financing activities of S/102.1 million for the year ended December 31, 2021. Net cash from financing activities for the year ended December 31, 2022 primarily reflected S/2,287.8 million of loans and borrowings used for the financing of our acquisitions of IMAT Oncomédica and Grupo OCA.

Capital Expenditures

We define capital expenditures as the acquisition of intangible assets and property, furniture and equipment. Our capital expenditures for the year ended December 31, 2023 were S/199.9 million, 38.4% of which was for the acquisition of land, buildings and facilities, 32.1% of which was for medical equipment, furniture and vehicles and 29.5% of which was for intangibles, mainly software.

Our capital expenditures for the year ended December 31, 2022 were S/174.6 million, 32.2% of which was for the acquisition of land, buildings and facilities, 38.4% of which was for medical equipment, furniture and vehicles and 29.5% of which was for intangibles, mainly software.

Our capital expenditures for the year ended December 31, 2021 were S/323.3 million, 50.6% of which was for the acquisition of land, buildings and facilities, 31.5% of which was for medical equipment, furniture and vehicles and 18.0% of which was for intangibles, mainly software.

For 2024, we have a capital expenditures budget of S/220.3 million, which we expect to use primarily for maintenance uses. We intend to finance these capital expenditures with a combination of cash from operations and additional indebtedness.

Contractual Obligations and Commitments

The following table presents information relating to our contractual obligations as of December 31, 2023:

	Total		Rentals with non-financial entities		Year 1		Year 2		Year 3		Year 4		Year 5		More than 6 years
	(in millions of soles)
Loans and borrowings(1)	S/	3,761.6		—	S/	385.3	S/	431.4	S/	336.5	S/	433.2	S/	1,172.8	S/	1,002.4
Lease liabilities(1)		75.4		—		20.5		18.6		14.2		6.3		6.3		9.5
Operating leases(1)		82.7		82.7		—		—		—		—		—		—
Total	S/	3,919.6	S/	82.7	S/	405.8	S/	450.0	S/	350.6	S/	439.4	S/	1,179.1	S/	1,012.0

(1) Excludes interest.

Notes

Senior Notes due 2025

On November 20, 2020, we issued US$300.0 million aggregate principal amount of 6.500% Senior Notes due 2025 (the “2025 Notes”). We used the net proceeds from the issuance of the 2025 Notes to repay US$255.9 million of indebtedness outstanding and for general corporate purposes. Following the closing of the Exchange, US$56.6 million aggregate principal amount of 2025 Notes remain outstanding.

The 2025 Notes were issued pursuant to the indenture, dated as of November 20, 2020, among Auna S.A.A., the guarantors party thereto and Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2025 Notes Indenture”). The 2025 Notes bear interest at a rate of 6.500% per year and interest on the 2025 Notes is payable semi-annually in arrears on May 20 and November 20 of each year. The

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2025 Notes will mature on November 20, 2025. The 2025 Notes are unsecured obligations. Additionally, in connection with the Exchange, we received consents from a majority of holders of the 2025 Notes to eliminate substantially all of the covenants as well as certain events of default and related provisions, and as such, the 2025 Notes do not benefit from any restrictive covenants.

Senior Secured Notes due 2028

On April 11, 2023, we issued US$505.0 million aggregate principal amount of Senior Secured Notes due 2028 (the “2028 Notes”). The 2028 Notes were repaid in full on December 18, 2023 using the net proceeds from the borrowings under the Term Loans.

Senior Secured Notes due 2029

On December 18, 2023, we issued US$253.0 million aggregate principal amount of the 2029 Notes in exchange for $243.4 million aggregate principal amount of 2025 Notes (the “Exchange”), which were cancelled upon the Exchange. We did not receive any cash proceeds from the issuance of the 2029 Notes.

The 2029 Notes were issued pursuant to the indenture, dated as of December 18, 2023, among Auna S.A., the guarantors party thereto, Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2029 Notes Indenture”). The 2029 Notes bear interest at a rate of 10.000% per year and interest on the 2029 Notes is payable semi-annually in arrears on June 18 and December 18 of each year. The 2029 Notes will mature on December 18, 2029. The 2029 Notes are senior secured obligations and secured on a first-priority basis by security interests in the same collateral securing the Term Loan on a pari passu basis therewith. The 2029 Notes are guaranteed by certain of our subsidiaries. We are entitled to redeem some or all of the 2029 Notes at any time at the redemption prices set forth in the 2029 Notes Indenture.

The 2029 Notes Indenture contains a covenant that limits our ability and the ability of our Restricted Subsidiaries (as such term is defined in the 2029 Notes Indenture) to incur debt unless (x) our Net Leverage Ratio (as such term is defined in the 2029 Notes Indenture) is less than (i) 4.75:1.00 during the first year after the issue date of the 2029 Notes, (ii) 4.25:1.00 during the second year after the issue date of the 2029 Notes and (iii) 3.75:1.00 thereafter and (y) our Interest Coverage Ratio (as such term is defined in the 2029 Notes Indenture) is at least (i) 1.50:1.00 on or before September 30, 2024, (ii) 1.75:1.00 on or before September 30, 2025 and (iii) 2.25:1.00 thereafter, in each case calculated on a pro forma basis giving effect to the applicable incurrence of debt subject to certain customary exceptions, such as, among others, indebtedness of an entity existing at the time such entity became a Restricted Subsidiary or we acquired such entity, indebtedness under hedging obligations and indebtedness incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment not to exceed the greater of US$25.0 million or 5% of our Total Assets. As of December 31, 2023, our Net Leverage Ratio was 4.66:1.00 and our Interest Coverage Ratio was 1.53:1.00. The 2029 Notes Indenture also contains covenants that, among other things, limit our ability and the ability of our Restricted Subsidiaries to:

• make certain payments and investments including any investment other than investments in a Restricted Subsidiary or an entity engaged in a similar business as our business and that becomes a Restricted Subsidiary, hedging obligations, joint ventures not to exceed the greater of US$50.0 million or 10% of our Total Assets (as such term is defined in the 2029 Notes Indenture) and other investments in the ordinary course of our business, subject to certain customary exceptions, such as, among others, payments not to exceed US$20.0 million in the aggregate;

• incur certain liens, subject to certain customary exceptions, such as, among others, liens securing hedging obligations in the ordinary course of business, liens securing capitalized lease obligations, liens on property at the time we acquired the property and liens securing indebtedness at any one time not to exceed the greater of US$50.0 million or 10% of our Total Assets;

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• transfer or sell assets, subject to certain customary exceptions, such as, among others, dispositions under which we receive consideration equal to the fair market value of the applicable assets, at least 75% of such consideration is received in cash or cash equivalents or certain assets and to the extent that the applicable assets do not constitute collateral, we use proceeds thereof to repay certain debt, invest in certain assets or a combination thereof;

• merge or consolidate, subject to certain customary exceptions, such as, among others, the surviving entity assumes all of the obligations under the 2029 Notes and after giving pro forma effect to such transaction and any related financing transactions, our Net Leverage Ratio would not be higher and the Interest Coverage Ratio would be the same or higher, in each case, than the corresponding ratio immediately prior to such transaction;

• enter into transactions with our affiliates unless the terms of such transaction are no less favorable that could reasonably be expected to have been obtained on an arms’ length basis with a third party, in the case of transactions in excess of US$10.0 million, the terms of such transaction have been approved by our board, and, in the case of transactions in excess of US$25.0 million, we obtain a fairness opinion from an independent financial advisor, subject to certain customary exceptions, such as, among others, certain transactions related to compensation plans and transactions under agreements in effect as of the date of the 2029 Notes Indenture; and

• cause or permit a restriction on our subsidiaries’ ability to pay dividends or make any other distributions on their capital stock to us, subject to certain customary exceptions, such as, among others, contractual encumbrances and restrictions existing as of the date of the 2029 Notes Indenture.

In addition, upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding 2029 Notes under the 2029 Notes Indenture.

The 2029 Notes Indenture also contains customary events of default, including (i) failure to pay principal or interest on the 2029 Notes when due and payable, (ii) failure to comply with certain covenants or agreements in the 2029 Notes Indenture if not cured or waived as provided therein, as applicable, (iii) failure to pay our indebtedness or indebtedness of any Restricted Subsidiary (as such term is defined in the 2029 Notes Indenture) in excess of US$20.0 million, (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree for an amount in excess of US$20.0 million, (vi) cessation of any guarantee of any guarantor that is a Significant Subsidiary (as such term is defined in the 2029 Notes Indenture) or group of guarantors that, taken together, would constitute a Significant Subsidiary, to be in full force and effect and (vii) certain events related to perfection of the liens on the collateral. In the case of an event of default, the principal amount of the 2029 Notes plus accrued and unpaid interest would be accelerated.

Credit Facilities

Chiclayo Hospital Financing Agreement

On February 3, 2020, Oncosalud entered into a financing agreement (the “Chiclayo Hospital Financing Agreement”) with Scotiabank for S/70.0 million. The proceeds of the financing were used to build a new hospital in Chiclayo.

The Chiclayo Hospital Financing Agreement contains a financial covenant requiring us to maintain a consolidated debt service ratio equal to or higher than 1.2. As of December 31, 2023, Oncosalud was in compliance with the consolidated debt service ratio under the Chiclayo Financing Agreement. In addition, the related assignment agreement requires Oncosalud and GSP Trujillo S.A.C. to maintain a minimum debt service ratio, defined as the ratio of assigned rights to long-term debt plus financial expenses, of 1.0x during 2021 and 2022 and 1.2x during 2023 to 2027.

The Chiclayo Hospital Financing Agreement contains consent requirements for certain transactions, including a merger, consolidation or internal reorganization, as well as certain restrictions, such as restrictions

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from transferring or encumbering assets located in Auna Chiclayo. An equity offering, including this offering, does not require consent under the Chiclayo Hospital Financing Agreement.

The Chiclayo Hospital Financing Agreement is secured by a mortgage over Oncosalud’s real estate property located in Chiclayo.

Credit and Guaranty Agreement

On November 10, 2023, we entered into the Credit Agreement under which we borrowed, on December 18, 2023, term loans in an aggregate principal amount of US$550.0 million (or its equivalent in Mexican pesos) (the “Term Loans”). We applied the net proceeds from the Term Loans to repay approximately US$533.7 million of obligations under outstanding indebtedness, including repayment in full of the 2028 Notes, and certain costs and fees related to the transactions.

The Term Loans mature in December 2028 and are payable in quarterly installments that amortize 9% of the aggregate principal amount in 2025, 15% in 2026, 19% in 2027 and 57% in 2028.

Interest on the USD-denominated Term Loans is calculated based on Term SOFR plus an applicable margin. Interest on the Mexican peso-denominated Term Loans is calculated based on TIIE as published by the Mexican Central Bank plus an applicable margin. In each case, the applicable margin is determined by reference to the credit rating of the 2029 Notes as specified in the Credit Agreement. The Term Loans are secured by certain of our assets, including shares of certain of our material subsidiaries as well as certain of our real estate assets in Mexico, Peru and Colombia, and guaranteed by certain of our subsidiaries.

The Credit Agreement contains financial covenants requiring us to maintain (for the period of four fiscal quarters ending on the applicable calculation date) (A) a Consolidated Leverage Ratio (as such term is defined in the Credit Agreement) of not greater than (i) 4.75:1.00 for the fiscal quarters ending December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, (ii) 4.25:1.00 for the fiscal quarters ending December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, (iii) 3.75:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026 and (iv) 3.25:1.00 for the fiscal quarter ending December 31, 2026 and as of the end of each fiscal quarter thereafter and (B) a Consolidated Interest Coverage Ratio (as such term is defined in the Credit Agreement) of not less than (i) 1.50:1.00 for the fiscal quarters ending December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, (ii) 1.75:1.00 for the fiscal quarters ending December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 and (iii) 2.25:1.00 for the fiscal quarter ending December 31, 2025 and as of the end of each fiscal quarter thereafter. As of December 31, 2023, our Consolidated Leverage Ratio was 4.66:1.00 and our Consolidated Interest Coverage Ratio was 1.53:1.00.

The Credit Agreement contains a covenant that limits our ability and the ability of the other Loan Parties (as such term is defined in the Credit Agreement) to incur debt, subject to certain customary exceptions, such as, among others, indebtedness not to exceed US$50.0 million in the aggregate provided that if at the time of incurrence of such indebtedness, our Consolidated Leverage Ratio is less than 2.75:1.00 as of the two consecutive fiscal quarters most recently ended prior to such incurrence, such amount increases to the greater of US$50.0 million and 2.5% of our Total Assets, indebtedness in respect of capital lease obligations and purchase money obligations not to exceed US$35.0 million and indebtedness under hedging obligations. The Credit Agreement also contains covenants that, among other things, limit our ability and the ability of the other Loan Parties to:

• make certain investments, subject to customary exceptions, such as, among others, investments in a Loan Party or an entity engaged in a similar business as our business and that becomes a Loan Party, hedging obligations, extensions of short-term credit to suppliers in the ordinary course of business, and other investments not to exceed US$80.0 million in the aggregate; provided that at the time of making such investment our Consolidated Leverage Ratio is less than 3.50:1:00 as of the two consecutive fiscal quarters most recently ended prior to making such investment; notwithstanding the foregoing,

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investments in an aggregate amount not to exceed US$30.0 million are permitted to be made without the requirement to satisfy any Consolidated Leverage Ratio. In the event that our Consolidated Leverage Ratio is less than 2.75:1:00 as of the two consecutive fiscal quarters most recently ended prior to making such investment, the aforementioned US$80.0 million basket increases to the greater of US$80.0 million and 3.75% of Total Assets;

• incur certain liens, subject to certain customary exceptions, such as, among others, existing liens, liens securing hedging obligations in the ordinary course of business, liens on property at the time we acquired the property and liens securing indebtedness at any one time not to exceed US$25.0 million provided that if at the time of creation of such liens our Consolidated Leverage Ratio is (x) greater than or equal to 2.75:1:00 and less than 3.25:1.00 or (y) less than 2.75:1.00, in each case, as of the two consecutive fiscal quarters most recently ended prior to such creation, such amount increases to US$50.0 million or the greater of US$50.0 million and 2.5% of our Total Assets, respectively;

• transfer, sell or otherwise dispose of assets, subject to certain customary exceptions, such as, among others, dispositions of obsolete or worn-out property, dispositions of certain collateral not to exceed US$10.0 million in the aggregate and provided that the proceeds of such disposition are applied to partially repay the Term Loans, and dispositions the aggregate book value of which does not exceed US$10.0 million in any fiscal year;

• merge or consolidate with any other person, subject to certain customary exceptions, such as, among others, mergers with another Loan Party;

• enter into transactions with our affiliates, subject to certain customary exceptions, such as, among others, transactions on fair and reasonable terms consistent with those obtainable in comparable arms’ length transactions with a third party; and

• make certain restricted payments, subject to certain customary exceptions, such as, among others, dividend payments by any of our subsidiaries to us and any other dividend payment or distribution provided that our Consolidated Leverage Ratio at such time is less than 2.50:1.00 calculated on a pro forma basis.

The Credit Agreement also includes customary events of default, including: (i) failure to pay principal or interest under the Credit Agreement when due and payable, (ii) failure to comply with certain covenants or agreements in the Credit Agreement if not cured or waived as provided therein, as applicable, (iii) the breach of any representations and warranties made by the Loan Parties, (iv) failure to pay other indebtedness in excess of US$10.0 million, (v) certain events of bankruptcy, insolvency, or reorganization relating to the Loan Parties and any of their subsidiaries, (vi) judgments against any Loan Party (or any subsidiary thereof) in excess of US$10.0 million, (vii) the invalidity of certain documents related to the Credit Agreement, (viii) certain government seizures, nationalizations, or moratoriums on the payment of principal and interest, (ix) certain events related to perfection of the liens on the collateral, (x) the imposition of certain exchange controls and (xi) a change of control; subject, in each case, to customary grace and/or cure periods.

Credit Lines

We have access to available revolving credit lines of up to an aggregate of S/487.5 million with other recognized financial institutions that we use for short-term capital needs. Our revolving credit lines bear interest at varying fixed rates, ranging from 8.15% to 10.06% in Peruvian soles, of 6.93% to 7.75% in U.S. dollars and 8.64% to 19.08% in Colombian pesos. As of December 31, 2023, we had drawn S/348.2 million, and had S/139.3 million of available borrowings, under our revolving credit lines, maturing in 2024. We are subject to various covenants under our revolving credit lines, including reporting requirements, restrictions on incurring future debt and consent requirements for certain transactions, such as a merger, consolidation or internal reorganization, and were in compliance with these covenants as of December 31, 2023. Lenders may terminate our revolving credit lines under certain events, including nonpayment of our monetary obligations, acquiring debt

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that is senior to our obligations under our revolving credit lines, failing to maintain our corporate existence, certain changes to our corporate purpose and a change of control, whether directly or indirectly, among others.

Research and Development

We do not have formal research and development policies. However, we manage our research and development efforts through Auna Ideas, which is our non-profit biomedical and innovation engine. Auna Ideas currently operates seven accredited clinical research sites in the region, monitors more than 120 active trials within our networks and conducts more than 50 ongoing applied research projects. Auna Ideas is complemented by the premier research capabilities of our Auna Colombia network oncology-focused hospitals: IDC physicians are regular contributors to some of the medical profession’s top journals, such as The Lancet and the Journal of Clinical Oncology, while Oncomédica has been the recipient of multiple research awards in the recent past distinguishing it as one of the top cancer care institutions in Colombia.

Trends

Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Colombia in September 2020, the acquisitions of OncoGenomics and Posac in Peru in October 2021, the acquisition of IMAT Oncomédica in Colombia in April 2022, the acquisition of Grupo OCA in Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition. In addition, in August 2021, we launched operations at Clínica Chiclayo and in January 2022, we expanded capacity at Clínica Vallesur. In all of our networks, we expect to benefit from these expanded and new facilities as our greater capacity will allow us to treat additional patients and generate additional revenue. However, these expansions have, in certain cases, resulted in temporary increases in costs including integration costs to bring acquired operations up to our standards and costs related to the ramp-up of expanded facilities. We expect any future expansions to result in similar temporary increases in costs.

Our Oncosalud membership base increased 16.9% for the year ended December 31, 2023 primarily as a result of the recovery of our sales channels and the launch of new products, including general healthcare plans and telemedicine plans. Relatedly, the number of plan members treated during the year ended December 31, 2023 increased by 21.0% compared to the year ended December 31, 2022 as a result of plan members covered by general healthcare plans. In our Healthcare Services in Peru segment, the number of patients treated during the year ended December 31, 2023 increased by 5.4% compared to the year ended December 31, 2022 as a result of the recovery in the level of activity in the healthcare sector after the COVID-19 pandemic and the ramp up of our organic expansion in Clínica Chiclayo and Clínica Vallesur. In our Healthcare Services in Colombia segment, the number of patients treated during the year ended December 31, 2023 increased by 20.7% compared to the year ended December 31, 2022 as a result of the recovery in the level of activity in the healthcare sector after the COVID-19 pandemic.

In our Auna Peru network, we will continue to grow organically by expanding our network’s installed capacity. We are also evaluating other opportunities to expand our Auna Peru network beyond these current projects. In addition, we will continue to expand the healthcare plans offered under our Oncosalud Peru segment. In Colombia, we plan to focus on expanding the range of services offered in our existing facilities. In Mexico, we plan to focus on expanding the range of services offered in our existing facilities and the insurance plans offered. Throughout 2024, we expect to invest in the expansion of our existing facilities and new plan products.

Our pharmaceutical costs represented 47.1%, 37.4% and 45.8% of our cost of services in Mexico, Peru and Colombia, respectively for the year ended December 31, 2023. We plan to implement strategies to further create synergies in our pharmaceutical costs.

We do not believe there are any current or potential trends related to COVID-19 that are material to our business.

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Off-Balance Sheet Arrangements

As of December 31, 2023, we did not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risks

In the ordinary course of our business activities, we are exposed to market risks that are beyond our control and which may have an adverse effect on the value of our financial assets and liabilities, future cash flows and profit. The market risks that we are exposed to include foreign currency risks and interest rate risks.

The functional currency of our operations is based on the countries in which we operate, whereby in Mexico it is the Mexican peso, in Peru it is the Peruvian sol and in Colombia it is the Colombian peso, and we present our financial statements in Peruvian soles. However, the majority of our liabilities (primarily US$59.2 million of the 2025 Notes, US$250.4 million of the 2029 Notes and US$250.0 of the Term Loans) are denominated in U.S. dollars, which exposes us to exchange rate risk. As of December 31, 2023, 39.6% of our liabilities were denominated in U.S. dollars. To mitigate our U.S. dollar exposure, we use derivative financial instruments, such as call spreads and forwards, to hedge our exposure to these risks.

Interest rate risk is the risk that the fair value or future cash flows of our financial instruments may fluctuate as a result of changes in market interest rates. Our general policy is to hold financing at fixed rates, although certain of our borrowings accrue interest at floating rates. Because the majority of our financing is at fixed rates and we have hedging arrangements in place for all of our borrowings held at floating rates, we do not consider interest rate risk material to our business.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with IFRS. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and significant assumptions. We base these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. To the extent there are material differences between our estimates and the actual results, our future results of operations may be affected. We consider the accounting policies that govern revenue recognition, regulatory or technical reserves and income taxes to be the most critical in relation to our consolidated financial statements. These policies require the most complex and subjective estimates of management.

Business Combinations

We account for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on bargain purchase is recognized in profit or loss immediately. Transactions cost are expensed as incurred.

Subsidiaries are entities that we control. We control an entity when we are exposed to, or have rights to, variable returns from our involvement with the entity and have the ability to affect those returns through our power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. We eliminate all transactions between subsidiaries upon consolidation in the consolidated financial statements.

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For each business combination, we elect whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets as of the date of acquisition. Changes in our interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Goodwill

Goodwill arises from the acquisition of subsidiaries and represents the excess between the cost of an acquisition and the fair value of our interest in the net identifiable assets at the date of the acquisition. Goodwill arising from a business combination is allocated to each cash-generating unit (“CGU”) or group of CGUs that are expected to benefit from the synergies of the combination. Each CGU or group of CGUs to which goodwill is allocated represents the lowest level of cash-flow generating assets within the entity at which goodwill is monitored by management. Goodwill is tested for impairment at least annually and recorded at cost less accumulated impairment losses. The carrying amount of goodwill is compared to the recoverable amount, which is the greater of value in use and fair value less costs to sell. Any impairment is recognized immediately as an expense and cannot be reversed.

Revenue Recognition

We generate revenue primarily from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Revenue we generate from the sale of healthcare services is recognized as such healthcare services are provided to our patients. Similarly, the revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and, in cases when our patients are hospitalized, when medicines are administered to them.

Our revenue recognition standard for revenue related to the insurance revenue on healthcare plans are recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period are recognized in the accompanying balance sheet as liability for remaining coverage.

Liability for Incurred Claims

We recognize the liability for incurred claims of a group of contracts at the amount of the fulfillment of cash flows relating to incurred claims. Since the future cash flows are expected to be paid in one year or less from the dates the claims are incurred, we do not to discount the cash flows.

Income Taxes

Current income taxes are provided on the basis of our financial reporting and the financial reporting of each of our subsidiaries, including adjustments in accordance with the regulations of the relevant tax jurisdiction. As such, we must make critical judgments in interpreting tax legislation in the jurisdictions in which we operate in order to determine our income tax expenses.

Deferred income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used.

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Recent Accounting Pronouncements

The International Accounting Standards Board, or other regulatory bodies, periodically introduce modifications to the financial accounting and reporting standards under which we prepare our consolidated financial statements. Recently, a number of new accounting standards and amendments and interpretations to existing standards have been issued and were effective as of January 1, 2022, including the amendments to IAS 37—Onerous Contracts—Contract Performance Cost, IAS 16—Property, Plant and Equipment—Proceeds Before Intended, and IFRS 3—Reference to the Conceptual Framework.

In addition, IFRS 17—Insurance contracts, the amendment to IAS 1—Classification of Liabilities as Current or non-Current, IAS 1—Disclosure of Accounting Policies, the amendment to IAS 8—Definition of Accounting Estimates, and the amendment to IAS 12—Deferred Tax related to Assets and Liabilities arising from a Single Transaction became effective on January 1, 2023. The amendment to IAS 1— Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current, and the amendment to IFRS 16—Lease Liability in a Sale and Leaseback became effective on January 1, 2024. Other than as described below, we do not expect these amendments to have a material impact on our consolidated financial statements.

Insurance contracts (IFRS 17)

In May 2017, the International Accounting Standards Board issued IFRS 17, which provides a more uniform approach for measurement and presentation of all insurance contracts, including by requiring insurance liabilities to be measured at a current fulfilment value.

The key principles of IFRS 17 are that we:

• Identify insurance contracts as those under which we accept significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain future event (the insured event) adversely affects the policyholder.

• Separate specified embedded derivatives, distinct investment components and distinct goods or services other than insurance contract services from insurance contracts and account for them in accordance with other standards.

• Recognize profit from a group of insurance contracts over each period that we provide insurance contract services, as we are released from risk. If a group of contracts is expected to result in a loss over the remaining coverage period, we recognize the loss immediately.

• Recognize an asset for insurance acquisition cash flows in respect of acquisition cash flows paid, or incurred, before the related group of insurance contracts is recognized. Such an asset is derecognized when the insurance acquisition cash flows are included in the measurement of the related group of insurance contracts.

As of January 1, 2022, we have applied IFRS 17 retrospectively to all insurance contracts.

Emerging growth company status

Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies.

We also intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including,

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but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We would cease to be an emerging growth company upon the earliest of: (1) the last day of the fiscal year ending after the fifth anniversary of our initial public offering; (2) the last day of the fiscal year in which we have more than US$1.235 billion in annual revenue; (3) the date we qualify as a “large accelerated filer,” with at least US$700.0 million of equity securities held by non-affiliates; or (4) the issuance, in any three-year period, by our company of more than US$1.0 billion in non-convertible debt securities held by non-affiliates.

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INDUSTRY

We currently operate in the Mexican, Peruvian and Colombian healthcare sectors. Mexico, Peru, and Colombia have some of the strongest macroeconomic fundamentals in the Latin American region, after having consistently implemented market and investor-friendly policies over the past two decades. According to industry sources, in 2022, Mexico had a nominal GDP of US$1,414.2 billion and a population of 127.5 million, which was equivalent to a nominal GDP per capita of US$11,091.3. Similarly, in 2022, Peru had a nominal GDP of US$242.6 billion and a population of 34.0 million, which was equivalent to a nominal GDP per capita of US$7,125.8. In addition, in 2022, Colombia had a nominal GDP of US$343.9 billion and a population of 51.9 million, which was equivalent to a nominal GDP per capita of US$6,630.3.

Real GDP Growth (%)

Source: IMF database.

The Mexican, Peruvian and Colombian Healthcare Sectors from a Global Perspective

According to Fitch Solutions, total spending in local currency in Mexico’s healthcare sector grew at a CAGR of 8.2% between 2019 and 2022 and is expected to reach US$96.4 billion in 2026, while in Peru, total public and private healthcare sector spending grew at a CAGR of 8.0% between 2019 and 2022 and is expected to reach US$18.6 billion in 2026. In addition, total spending in local currency in Colombia’s healthcare sector grew at a CAGR of 11.1% between 2019 and 2022 and is expected to reach US$32.2 billion in 2026. Growth in these markets has been driven mainly by favorable demographic factors, including an expanding middle class demanding more and higher quality healthcare services and an aging population requiring additional healthcare services.

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The Mexican, Peruvian and Colombian healthcare sectors remain significantly underpenetrated, as evidenced by the total healthcare expenditure as a percentage of GDP and healthcare expenditure per capita, shown in the charts below. Spending levels are not only significantly below developed markets, but also below key regional reference markets, such as Brazil and Chile.

2022E Healthcare Spending as a % of GDP

Source: Fitch Solutions Colombia Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions Peru Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions Mexico Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions U.S. Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions Chile Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions Europe Pharmaceuticals and Healthcare Report Q4 2022, Fitch Solutions Brazil Pharmaceuticals and Healthcare Report Q4 2022.

Mexico’s Healthcare Expenditure (US$ Bn)

Source: Fitch Solutions Mexico Pharmaceuticals and Healthcare Report Q4 2022.

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Peru’s Healthcare Expenditure (US$ Bn)

Source: Fitch Solutions Peru Pharmaceuticals and Healthcare Report Q4 2022

Colombia’s Healthcare Expenditure (US$ Bn)

Source: Fitch Solutions Colombia Pharmaceuticals and Healthcare Report Q4 2022.

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2022E Healthcare Spending per Capita (US$)

Source: Fitch Solutions Chile Pharmaceuticals and Healthcare Report Q4 2022, Fitch Brazil Pharmaceuticals and Healthcare Report Q4 2022, Fitch Mexico Pharmaceuticals and Healthcare Report Q4 2022, Fitch Colombia Pharmaceuticals and Healthcare Report Q4 2022, Fitch Peru Pharmaceuticals and Healthcare Report Q4 2022.

Consistent with the relatively low levels of healthcare spending in Mexico, Peru and Colombia, these countries possess gaps in hospital infrastructure, with beds per 1,000 people significantly below the WHO recommended average of 3.0 beds.

Hospital Beds per 1,000 People*

Source: OECD, MINSA, EUROSTAT

* 2022 for Chile. 2021 for European Union, United States, Brazil and Mexico. 2020 for Colombia and Peru.

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Moreover, as these countries’ economies continue to grow, fertility and mortality rates are expected to fall, which will increase life expectancy and invert the age pyramid. We expect this to lead to an increased demand for healthcare services and growth in healthcare spending. We expect penetration to increase and infrastructure gaps to decrease as a result of these positive demographic trends.

Population Pyramid Evolution (%)

Mexico 2022E	Mexico 2050E
Peru 2022E	Peru 2050E

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Colombia 2022E   Colombia 2050E  

Source: United Nations—World Population Prospects.

As these countries continue to grow and to expand GDP per capita, the middle classes in Mexico, Peru and Colombia are also expected to continue to grow, which we believe will increase demand for more and higher quality healthcare services and will increase the percentage of the population that chooses to purchase healthcare services through the private healthcare systems in each country.

Middle Class* Change—Number of people (‘000) earning over US$15,000 per annum (Metropolitan areas)

Geography	Rank	2016		2030		% Change			Absolute change
Mexico: Mexico City	1		3,772.3		9,440.6		150	%		5,668.3
Brazil: Sao Paulo	2		3,220.8		8,025.4		149	%		4,804.6
Argentina: Buenos Aires	3		3,844.7		6,709.2		75	%		2,864.5
Brazil: Rio de Janeiro	4		2,193.9		5,591.6		155	%		3,397.7
Chile: Santiago	5		1,238.8		3,470.6		180	%		2,231.8
Peru: Lima	6		641.3		3,413.4		432	%		2,772.1
Mexico: Guadalajara	7		646.2		2,177.2		237	%		1,531.1
Brazil: Belo Horizonte	8		720.8		1,848.5		156	%		1,127.8
Colombia: Bogota	9		442.4		1,645.7		272	%		1,203.3
Brazil: Brasilia	10		571.7		1,613.5		182	%		1,041.8

Source: The Economist Intelligence Unit Limited 2017 (EIU).

* EIU defines middle class as Latin Americans earning over US$15,000 at nominal prices per year according to EIU.

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The healthcare markets in Mexico, Peru and Colombia have historically been fragmented, and part of our competitive edge has been the reach of our networks. In recent years, new market entrants are seeking to consolidate their positions and increasingly compete with us. For example, in Mexico, main players such as Hospitales Ángeles or Christus Muguerza have increased their offerings mainly through the construction of new facilities. In the same line, their renovation plans aim to add capacity and new technologies to keep up with the competition. In Peru, well-established global players such as UnitedHealth and Quirónsalud have strongly positioned themselves through the acquisitions of Clínica San Felipe and Clínica Ricardo Palma, respectively, although Quirónsalud recently announced the sale of its investment in Peru and Colombia, while local groups such as Pacífico (through the Sanna network) and Rímac (through the Clínica Internacional network) have established horizontally integrated operations similar to ours in terms of coverage and structure. In Colombia, the market has seen increasing consolidation in recent years as both global and local players vie to integrate horizontal platforms in a sector where many top institutions are still owned by foundations and non-profit entities. However, while regional markets in Colombia have important non-profit players, such as Medellín with Hospital Pablo Tobon Uribe or Barranquilla with Clínica General del Norte, their limited expansion capacity has opened a gap for other private companies to expand their market share.

The Mexican Healthcare Sector

Structure of the Mexican Healthcare Sector

The Mexican healthcare structure is a mixed public-private system that provides universal healthcare coverage to all Mexican citizens. According to the INEGI, 74.8% of Mexico’s population was covered by some form of healthcare coverage as of December 2020.

According to Fitch Solutions, total spending in the Mexican healthcare sector in 2022, excluding pharmaceuticals, amounted to US$83.3 billion, with public sector spending amounting to US$43.6 billion (52.3% of the overall spending). Despite only covering 2.1% of the population, private sector spending amounted to US$39.7 billion, or 47.7% of the overall spending, in 2022.

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Coverage and Expenditure Distribution between the Private and Public Sectors in Mexico

Source: INEGI 2020 and Fitch Solutions Mexico Pharmaceuticals and Healthcare Report Q4 2022.

* Beneficiaries of Health Plans as of 2020.

* Excludes pharmaceuticals. Health expenditures data as of 2022.

The Mexican healthcare sector is structured as follows:

Source: CONAEMI: Colegio Nacional de Especialistas en Medicina Integrada. INEGI. Diario Oficial de la Nación (Mexico).

Mexico has three separate health insurance systems: the social security health insurance system, managed by a fragmented group of state agencies (such as IMSS, ISSSTE, Pemex, among others), the national public

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health insurance system managed by the Instituto de Salud para el Bienestar (“INSABI”) and the Instituto Mexicano del Seguro Social (“IMSS-Bienestar”) and the private health insurance system.

As of 2020, approximately 72.7% of the Mexican population was estimated to be covered by one of the main government-managed programs.

• Instituto Mexicano del Seguro Social (“IMSS”): The largest public healthcare provider in Mexico. IMSS offers two forms of affiliation: the first is mandatory, since any labor relationship requires the employer to affiliate his or her employee under the program, and is financed through a combination of payroll taxes, government subsidies and user fees; the second is voluntary, based on a collective or individual decision, and requires an annual fee that varies according on the insured’s age. IMSS, which covers the insured and his or her family, provides a wide range of healthcare services including preventive, curative and rehabilitative care, and social security services such as pensions and disability and unemployment benefits. As of 2020, IMSS covered 47.2 million people.

• Instituto de Seguridad y Servicios Sociales de los Trabajadores del Estado (“ISSSTE”): One of the largest public healthcare providers for government employees and their families. ISSSTE is financed by payroll taxes, the federal government and fees paid by the patients. It has two main components: The first, related to health insurance, offers preventive, curative and rehabilitative care; the second offers four benefits and services: mortgages and home financing, personal loans, social services including tourism and distribution of food, and cultural services including educational and cultural programs. As of 2020, 8.2 million people were covered by ISSSTE.

• Petróleos Mexicanos (PEMEX), Secretaría de la Defensa Nacional (“SEDENA”) and Secretaría de Marina (“SEMAR”): These institutions have their own healthcare agencies or insurance which cover their respective active and retired members and their beneficiaries. As of 2020, 1.2 million people in total were covered by PEMEX, SEDENA or SEMAR.

• Petróleos Mexicanos (“PEMEX”), a Mexican state-owned company and the largest oil and natural gas company in Mexico, provides healthcare services to its active and retired employees, and their respective beneficiaries. These services include outpatient appointments, particular medical assistance, plastic or esthetic surgery and dental care, among others. Pemex’s insurance is fully financed by the government through an annual budget that is approved by the chamber of representatives.

• The Secretaría de la Defensa Nacional (“SEDENA”) and the Secretaría de la Marina (“SEMAR”), are both subject to the same regime under the Mexican armed forces law. They offer services to their active and retired personnel, and their respective beneficiaries. Healthcare services provided by these institutions include surgical attention, medical assistance, preventive medicine and hospitalization, among others. The health insurance is funded by the personnel and their beneficiaries via contributions and by the Federal Government via annual fees and contributions.

• Instituto de Salud para el Bienestar (“INSABI”) and Instituto Mexicano del Seguro Social (“IMSS-Bienestar”): IMSS-Bienestar is a federal government program launched in 1979 under the name “IMSS-Coplamar” to secure care for non-eligible beneficiaries. Renamed for a fourth time in 2018, IMSS-Bienestar underwent a major change in 2022, when it became a decentralized public organization. This modification endowed the program with technical autonomy, its own budget and more tools to achieve its goal of providing free healthcare services to those unaffiliated with any health insurance system. By the end of 2022, 21.8 million people had received healthcare access under IMSS-Bienestar. Moreover, as per a Mexican health law modification approved on May 29, 2023, several amendments and additions were made through which the functions from the Instituto de Salud para el Bienestar (“INSABI”), a public healthcare provider established in 2020 in charge of attending to the population not covered by public healthcare programs, were formally transferred to IMSS-Bienestar. As the transition process is still underway, both agencies will continue to operate until its conclusion.

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Health Plans’ Beneficiaries—2020

Program	Number of People (‘000)		%
IMSS		47,246		37.5	%
ISSSTE		8,207		6.5	%
PEMEX, SEDENA or SEMAR		1,192		0.9	%
IMSS-Bienestar*		959		0.8	%
INSABI**		32,843		26.1	%
Other Programs		1,150		0.9	%
Private***		2,615		2.1	%
Uninsured		31,787		25.2	%
Total Population		125,998		100.0	%

Source: INEGI 2020.

* In 2022, IMSS-Bienestar changed its main functions, and its current goal is to provide free healthcare services to those unaffiliated with any health insurance system.

** In process of being absorbed by IMSS-Bienestar.

*** Only considers Seguro de Salud (Health Insurance). For further information, see “—Private Healthcare Plan Market.”

Private Healthcare Plan Market

Private health insurance plays a small but growing role in funding healthcare in Mexico and the market is highly concentrated. The private insurance system in Mexico has two main components: Gastos Médicos Mayores (Major Medical Expenses) and Seguro de Salud (Health Insurance):

• Seguro de Salud is a health insurance that covers the cost of preventive and curative medical services, such as doctor visits, lab tests, dental care and limited ambulance service, among others. These plans typically have low deductibles and copays, but do not cover the cost of major medical expenses and offer only a low range of financial support. As of December 2020, 2.6 million people were beneficiaries of Health Insurance.

There is a significant concentration in the Seguro de Salud (Healthcare Insurance) market with the top 5 providers accounting for more than 95% of the health insurance premiums market in 2022. Among the top five providers is our Dentegra operation, the only company in the group that focuses on dental and vision insurance, confirming its leading position in that market and serving 2.7 million members nationwide.

Health Insurance Premiums—2022

Ranking	Company	MXN ‘000		%
1	Plan Seguro		5,274,305		47.2	%
2	General de Salud		2,307,353		20.7	%
3	AXA Salud		2,127,113		19.0	%
4	MediAccess		587,812		5.3	%
5	Dentegra		366,094		3.3	%
6	Centauro		218,230		2.0	%
7	Odontoprev		150,991		1.4	%
8	SIS NOVA		115,707		1.0	%
9	BBVA Bancomer Salud		21,972		0.2	%
	Total		11,169,578		100.0	%

Source: Asociación Mexicana de Instituciones de Seguros 2022.

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• Major Medical Expenses (“MME”) is a medical insurance that provides financial support in the event of hospitalization, medical emergencies, prescription drugs, surgeries, among others. MME plans usually have higher deductibles and copays than private health insurance plans, but can provide significant financial protection in case of serious illness or injury. MME acts as a complement to the traditional public or private health insurance, which means that Mexicans can have both a health insurance policy and an MME insurance policy at the same time. MME offer aims to reduce the gap between the services offered by the health insurance system and what the policyholders are looking for. As of December 2020, 13.4 million people had contracted the MME insurance.

The major medical insurance market also has significant concentration, with G.N.P, AXA Seguros, Metlife Mexico, Monterrey New York Life and Allianz México accounting for approximately 80% of the MME insurance premiums market in 2022.

Major Medical Expenses Insurance Premiums—2022

Ranking	Company	MXN ‘000		%
1	G.N.P.		82,147,385		26.5	%
2	AXA Seguros		59,232,573		19.1	%
3	Metlife Mexico		57,001,560		18.4	%
4	Monterrey New York Life		29,814,821		9.6	%
5	Allianz Mexico		13,613,761		4.4	%
6	Atlas		13,356,771		4.3	%
7	Inbursa		12,925,128		4.2	%
8	Mapfre Mexico		10,029,496		3.2	%
9	BUPA Mexico		9,466,864		3.1	%
10	Banorte		8,145,412		2.6	%
11	Ve por Mas		4,804,192		1.6	%
12	Plan Seguro		2,421,837		0.8	%
13	BBVA Bancomer Salud		2,271,753		0.7	%
14	Seguros SURA		1,664,188		0.5	%
15	Others		2,639,990		0.9	%
	Total		309,535,732		100.0	%

Source: Asociación Mexicana de Instituciones de Seguros 2022.

Healthcare Services Market

According to the Mexican government, as of January 2023, there were 122,417 consultation facilities, 43,835 healthcare facilities and 176,465 beds in Mexico. Additionally, as of March 2022, the six states with the largest number of beds, Mexico City, the State of Mexico, Jalisco, Puebla, Veracruz, and Nuevo León, accounted for 44% of the total number of consultation facilities, close to 36% of the total number of healthcare facilities and 48% of the total beds.

In Mexico, the healthcare system is structured in different levels of care, which are differentiated by the degree of specialization of the medical services offered. Level 1 includes primary care; Level 2 mainly provides outpatient and/or inpatient care with four specialties: Surgery, Internal Medicine, Pediatrics and Gynecology/Obstetrics; and Level 3 are medical units with the highest resolution capacity in the health system, with specialized personnel and highly complex procedures. There is close interaction between the first and second levels, as well as the second and third levels. Intensive Care Units are placed in second and third level healthcare facilities.

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Care Level	Institution Type
Level 1	Primary Care
Level 2	Surgery Internal Medicine Pediatrics Gynecology/Obstetrics Specialized Institution Intensive Care Units
Level 3	Subspecialties Medical Units of High Care Intensive Care Units

Source: Mexican Government. Secretaría de Hacienda y Crédito Público.

Our three high-complexity hospitals in Mexico, OCA Hospital, Doctors Hospital, and Doctors East Hospital, with more than 40 specializations in each of them, are classified as Level 3.

In January 2023, the number of beds in the Mexican healthcare system was 176,465, while the number of healthcare facilities was 43,835. As of 2022, the number of beds in the private sector was 47,557, representing around 26.9% of the total number of beds in the country, while the number of healthcare facilities in the private sector was 2,874, representing around 6.6% of the total number of healthcare facilities in Mexico. Although private sector healthcare facilities represent a low share of the total system, the number of beds per healthcare facility in this sector is higher than that of the total system.

Number of Beds and Healthcare Facilities by Sector

Sector*	Number of Beds		Number of Healthcare Facilities
Private		47,557		2,874
Total		176,465		43,835

Source: Mexican Government. Instituto Nacional de Estadística y Geografía (INEGI).

* Private Sector as of December 2022. Total as of January 2023.

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Of the total of 47,557 beds in the private healthcare facilities, the types of beds with the highest utilization were mostly oriented to obstetrics and gynecology care (12.3%), surgery care (12.2%), internal medicine care (11.0%), and pediatric care (5.7%). Beds in the private sector are distributed as follows:

Private Sectors Beds by Type—2022

Source: Instituto Nacional de Estadística y Geografía (INEGI) 2022

In addition, Global Health Intelligence ranked Doctors Hospital and Clínica OCA, two of our three facilities in Mexico, among the top 10 best-equipped private hospitals for hosting patients in Mexico in 2022. This ranking recognizes the high-quality standards of our high-complexity hospitals and our strong presence in Mexico, which translates into an opportunity for further leveraging the current platform and growing in a market with low penetration and ample room for expansion.

Best-Equipped Private Hospitals for Hosting Patients in Mexico – 2022

Rank	Privately-Operated Institution	General Service Bed		Auxiliary Service Bed		Total
1	Hospital Universitario Dr. José Eleuterio González		500		266		766
2	Doctors Hospital		300		70		370
3	Hospital Español		300		49		349
4	Hospital y Clínica OCA		290		47		337
5	Hospital Pediatría Centro Médico Nacional Siglo XXI		184		67		251
6	Hospital Ángeles Chihuahua		110		87		197
7	Hospital Ángeles Sucursal del Carmen		150		31		181
8	Christus Muguerza Hospital UPAEP		150		27		177
9	Hospital Star Médica Ciudad Juárez		75		60		135
10	Hospital Infantil Privado		78		45		123

Source: Global Health Intelligence.

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Monterrey, the capital and largest city of the northeastern state of Nuevo León, and the second largest city in Mexico behind Mexico City, is a well-established manufacturing base that is highly integrated with the U.S and garners significant investments.

As of 2022, Nuevo Leon and Monterrey had 3,392 and 2,099 beds in the private healthcare sector, respectively. Grupo OCA, with 708 beds in our three healthcare facilities, reached a market share of 21% in number of beds in the private sector in Nuevo León and is positioned as the leader in number of beds in the private healthcare sector in Monterrey with a market share of 34%, when considering general and auxiliary service beds. According to the ranking published by Blutitude and Fundacion Mexicana para la Salud in 2023, other relevant healthcare providers in Monterrey are Christus Muguerza, Tecsalud and Hospital San Jorge. However, we believe that our high complexity facilities in the Northern Mexican states position us as one of the most important healthcare services providers in the region.

Number of Beds in Monterrey and Nuevo León—2022

Bed Description	Nuevo León		Monterrey
General service bed		2,163		1,334
Auxiliary service bed		1,229		765
TOTAL		3,392		2,099

Source: INEGI 2022