Auna S.A. Class A (AUNA) Risk Analysis

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 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.

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 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. Our controlling shareholder controls 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 are 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.

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 Accounting Standards 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.

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.

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, have one vote per share. Enfoca owns directly or indirectly approximately 72.9% class B shares, which represent approximately 68.3% of the voting power of our issued and outstanding share capital. 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 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.

As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. 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 as described above, 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 Enfoca to lose its voting control and the lenders under the Sponsor Financing to sell the pledged shares 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, including the covenants and events of default contained therein please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report. In addition, pursuant to the Registration Rights Agreement (as defined herein), subject to several exceptions, certain of our existing shareholders 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." The shares covered by demand registration rights represent approximately 43.3% of our outstanding ordinary shares. If these existing shareholders exercise their registration rights, the market price of our class A shares could decline significantly if they sell class A shares or the market perceives that they intend to do so. Furthermore, in lieu of selling class A shares, Enfoca may elect to convert its class B shares into class A shares and distribute those class A shares to its fund investors as part of an in-kind distribution, which may cause Enfoca to lose its voting control. In such an event, if the recipients of these shares are not affiliates of the Company, they will be able to sell their shares freely in the public market without restriction. Sales of substantial amounts of our class A shares by these investors over a short period of time, or the perception that such sales may occur, could materially and adversely affect the market price of our class A shares. Finally, we may also seek additional capital through a combination of private and public equity offerings, debt financings and other strategic initiatives. To the extent that we raise additional capital through the issuance of equity or otherwise including through convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Future sales of our class A shares or of securities convertible into our class A shares, or the perception that such sales may occur, could cause immediate dilution and materially and adversely affect the market price of our class A shares.

If an active trading market for our class A shares does not develop, you may have difficulty selling any of our class A shares that you buy. Our class A shares are listed on the NYSE and on the Lima Stock Exchange ("BVL") 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. 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 a price you desire.

As of December 31, 2025, Enfoca, our controlling shareholder, held approximately 72.9% of our class B shares representing 68.3% of our combined voting power, and as such, continues to be our controlling shareholder. 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, directly or indirectly holds in the aggregate at least 10% of the voting power of our issued and outstanding share capital. See "Item 10. Additional Information-B. Memorandum and Articles of Association." 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. 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"). Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders 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 amounts owed under the Sponsor Financing, nor do we have any obligation to repay the debt under the Sponsor Financing. On June 26, 2025, Enfoca, Mr. Pinillos and the pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. The documents governing the Sponsor Financing contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain 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 "Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-Contractual Obligations and Commitments-Credit Facilities-Credit and Guaranty Agreement." Furthermore, the documents governing the Sponsor Financing 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, and could lead to a change of control in Auna. Following the repayment in full of the Sponsor Financing, the pledges on the shares securing the Sponsor Financing will be released. See "Item 3. Key Information-D. Risk Factors-Risks Relating to Our Class A Shares-Substantial sales of class A shares 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, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report. Furthermore, our Executive Chairman of the Board and President, Jesús Zamora ("Suso Zamora"), and some of our directors, including Suso Zamora, Jorge Basadre and Leonardo Bacherer, 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.