Superintendent Resolution No. 032-2026-SMV/02

PERÚ Ministry of Economy and Finance

That, through Adjunct Superintendent Resolution SMV No. 071-2025-SMV/11 (hereinafter, SANCTION RESOLUTION), DIVISO was sanctioned with a fine of 37.5 UIT, equivalent to S/ 200,625.00 (Two Hundred Thousand Six Hundred Twenty-Five and 00/100 soles), for having committed five (5) minor infractions, typified in subsection 3.1, numeral 3, of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), for not having presented and/or informed in a timely manner: (i) the Audited Annual Individual Financial Statements of the 2023 exercise and the respective Audit Report (Charge No. 1); (ii) the Annual Report of the 2023 exercise (Charge No. 2); (iii) the Audited Annual Consolidated Financial Statements of the 2023 exercise and the respective Audit Report (Charge No. 3); (iv) the designation of Russell Bedford to issue the report required by subsection c) of article 51 of the LMV, within the framework of the acquisition of 99.99% of the share capital of Esquema Investment S.A. from Bleauvelt Enterprises S.A. (Charge No. 7); (v) the receipt of the technical report prepared by Russell Bedford required by subsection c) of article 51 of the LMV (Charge No. 8); and, three (3) serious infractions, typified in subsection 2.10, numeral 2, of the SANCTIONS REGULATION, for not having presented: (i) the Audited Annual Individual Financial Statements of the 2024 exercise and the respective Audit Report1 (Charge No. 4); (ii) the Annual Report of the 2024 exercise (Charge No. 5); and, (iii) the Audited Annual Consolidated Financial Statements of the 2024 exercise and the respective Audit Report2 (Charge No. 6);
That, with a document presented on November 13, 2025, DIVISO filed an appeal against the SANCTION RESOLUTION, in order to carry out an evaluation on the graduation of the imposed sanction, based on the applicable regulations and the limits regulated therein, because in its opinion it had remedied the infractions with the presentation of the Audited Annual Individual Financial Statements of the 2024 exercise and its respective Audit Report (Charge No. 4), and of the Annual Report of the 2024 exercise (Charge No. 5), on July 08, 2025; as well as, with the presentation of the Audited Annual Consolidated Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 6) on July 31, 2025;
That, through Superintendent Resolution No. 144-2025-SMV/02, dated November 18, 2025, it was resolved to qualify the present administrative sanctioning procedure as high complexity, according to numerals 2 and 3 of article 1 of SMV Resolution No. 013-2024-SMV/01;
That, through Report No. 477-2026-SMV/06 of March 24, 2026, the Legal Advisory Office issued a legal opinion on the arguments contained in its appeal;
I. ANALYSIS OF THE ADMISSIBILITY OF THE APPEAL
That, from the evaluation carried out, it has been verified that the appeal filed by DIVISO meets the requirements established in articles 1133, 2114 and has been presented within the period provided for in article 2075 of Law No. 27444, General Administrative Procedure Law (hereinafter, LPAG);
II. ARGUMENTS PRESENTED BY DIVISO
That, below, the arguments presented by Diviso in its document of November 13, 2025 against the SANCTION RESOLUTION are exposed, which refer to a lack of adequate graduation of the proposed sanction;
That, DIVISO states that the SANCTION RESOLUTION qualifies the imputed conduct as a serious infraction and proceeds to establish the graduation of the fine; however, in the section where the mitigating factors of responsibility are evaluated, it establishes the following:
"(...)
That, it is considered that the amount that corresponds must be increased by one percent (1%) for each sanction resolution, which constitutes the antecedent, up to a maximum of five percent (5%). Likewise, it considers that the amount that corresponds must be increased by five percent (5%) when the issuer has one (1) sanction resolution that grants recidivism or ten percent (10%) when it has two (2) or more sanction resolutions that grant recidivism:
That, consequently, the following is considered:
(I) With respect to Charge No. 1, taking into account that the presentation of the Audited Annual Individual Financial Statements of the 2023 exercise was made with 85 calendar days of delay, a fine of 9.72 UIT equivalent to S/ 50,058.00 (Fifty Thousand Fifty-Eight and 00/100 Soles) must be applied.
(II) With respect to Charge No. 2, taking into account that the presentation of the Annual Report of the 2023 exercise was made with 85 calendar days of delay, a fine of 9.72 UIT equivalent to S/ 50,058.00 (Fifty Thousand Fifty-Eight and 00/100 Soles) must be applied.
(III) With respect to Charge No. 3, taking into account that the presentation of the Audited Annual Consolidated Financial Statements of the 2023 exercise was made with 73 calendar days of delay, a fine of 9.63 UIT equivalent to S/ 49,594.50 (Forty-Nine Thousand Five Hundred Ninety-Four and 50/100 Soles) must be applied.
(IV) With respect to Charge No. 7, taking into account that the important fact regarding the designation of the audit firm required by subsection c) of article 51 of the LMV was communicated with 24 days of delay, a fine of 4.43 UIT equivalent to S/ 23,700.50 (Twenty-Three Thousand Seven Hundred and 50/100 Soles) must be applied.
(V) With respect to Charge No. 8, taking into account that the important fact regarding the technical report required by subsection c) of article 51 of the LMV was communicated with 23 days of delay, a fine of 4.33 UIT equivalent to S/ 23,165.50 (Twenty-Three Thousand One Hundred Sixty-Five and 50/100 Soles) must be applied.";
That, DIVISO states that in the section regarding the Determination of the Sanction, it has been mentioned that the Gradual Sanctions Regime for late presentation of financial information, annual report and important facts, approved by SMV Resolution No. 007-2023-SMV/01 (hereinafter, GRADUAL REGIME) will only be applied for the infractions referred to in Charges No. 1, 2, 3, 7 and 8; however, having DIVISO remedied the presentation of the Audited Annual Individual Financial Statements of the 2024 exercise with its respective Audit Report (Charge No. 4) and of the Annual Report of the 2024 exercise (Charge No. 5), on July 08, 2025 and the presentation of the Audited Annual Consolidated Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 6) on July 31, 2025, the appellant states that it must be taken into consideration, for said charges, what is established in the GRADUAL REGIME, insofar as the 50% reduction of the initially proposed fine is subjective, requiring an evaluation based on the applicable regulations to the limits regulated therein;
III. EVALUATION OF THE ARGUMENTS EXPOSED
That, in the first place, it must be stated that consideration 29 of the SANCTION RESOLUTION established the following:
"(...), it being necessary to indicate that by their nature, it will be a decision of single administrative instance for the non-compliance referred to the late presentation of financial information (Charges No. 1, 2 and 3) and for the non-compliance referred to the late communication of important facts (Charges No. 7 and 8); while for the non-compliance referred to the omission in the presentation of financial information (Charges No. 4, 5 and 6) it will be a decision of first administrative instance.";
That, in that sense, the present analysis of the appeal is circumscribed to the infractions indicated in article 1 of the dispositive part of the SANCTION RESOLUTION, referred to not having presented: (i) the Audited Annual Individual Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 4), (ii) the Annual Report of the 2024 exercise (Charge No. 5) and (iii) the Audited Annual Consolidated Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 6);
That, now well, with relation to what was manifested by DIVISO about that, having remedied the presentation of the financial information referred to in Charges No. 4, 5 and 6, it would correspond to take into consideration what is established in the GRADUAL REGIME, insofar as the 50% reduction of the initially proposed fine is subjective, it must be specified that the financial information and annual report linked to Charges No. 4 and 5, should have been presented on March 31, 2025; however, it was only carried out on July 8, 2025, that is, after the notification of Office No. 3108-2025-SMV/11.2, carried out on June 3, 2025 (hereinafter, OFFICE OF CHARGES). Likewise, as for the financial information and the Audit Report corresponding to Charge No. 6, these should have been presented on April 30, 2025; nevertheless, they were only presented on July 31, 2025, also after the notification of the OFFICE OF CHARGES;
That, in such sense, this Office agrees with what is exposed in considerations 53 to 556 of the SANCTION RESOLUTION, with respect to the fact that the infractions described are not included in the scope of application of the GRADUAL REGIME, since they are omissions in the presentation of financial information and Annual Report, and not late presentation. Additionally, according to subsection c) of article 267 of the SANCTIONS REGULATION, the remediation carried out after the start of the administrative sanctioning procedure constitutes a mitigating factor of responsibility;
That, with relation to the graduation of the sanction, it corresponds to state that this is determined according to the principle of reasonableness, collected both in numeral 1.4 of article IV of the Preliminary Title8 as well as in numeral 3 of article 2309 of the LPAG. In that line, from a systematic interpretation of the applicable regulatory framework, it is concluded that administrative sanctions will be reasonable when there is an adequate proportion between the means used and the public ends protected10;
That, on this particular, Dr. Guzmán Napurí11 maintains that sanctions must be proportional to the non-compliance qualified as an infraction, attending to a set of criteria for their graduation. Likewise, it specifies that the principle of reasonableness, as it is defined in the LPAG, includes in its content the principle of proportionality; therefore, resolutions must observe minimum criteria of proportionality and reasonableness, in order for the administrative act to be intrinsically just12;
That, in the present procedure, the criteria for sanction graduation were: a) the gravity of the damage to the public interest and/or protected legal good13; b) the harm caused and repercussion in the market14; c) the illegally obtained benefit15; d) the existence or not of intent16; e) the probability of detection of the infraction17; f) recidivism and sanction antecedents18; and g) circumstances of the commission of the infraction19;
That, in that measure, this Office has verified that the sanctioning organ evaluated the sanction criteria in order to determine the sanction to impose, according to article 2520 of the SANCTIONS REGULATION, concordant with numeral 3) of article 23021 of the LPAG and article 34422 of the Single Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO OF THE LMV);
That, it must be considered that the three sanctioned infractions qualify as serious faults and, according to the SANCTIONS REGULATION, they are sanctionable with a fine not less than 25 UIT per infraction, and up to 50 UIT. Consequently, the SMV was authorized to impose, for each infraction, a fine of up to 50 UIT being able to reach a maximum accumulated of 150 UIT for the three faults;
That, notwithstanding, according to consideration 7923 of the SANCTION RESOLUTION, the SMV decided to impose on DIVISO a fine of 25 UIT for each of the three serious infractions, that is, the minimum provided by the sanctioning regime. Additionally, according to consideration 8224 of the SANCTION RESOLUTION, a reduction of fifty percent (50%) was applied to said infractions, in attention to the fact that DIVISO remedied the presentation of the financial information and

PERÚ Ministry of Economy and Finance

Full names, address and National Identity Document number or foreigner's ID card of the administrator, and in its case, the quality of representative and of the person whom he represents.
The concrete expression of what is asked, the grounds of fact that support it and, when possible, the grounds of law.
Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
The indication of the organ, the entity or the authority to which it is directed, understanding by such, insofar as possible, the authority of the grade closest to the user, according to the hierarchy, with competence to know and resolve it.
The address of the place where the notifications of the procedure are desired to be received, when it is different from the real address exposed by virtue of numeral 1. This indication of address produces its effects from its indication and is presumed subsistent, while it is not expressly communicated its change.
The relation of the documents and annexes that accompanies, indicated in the TUPA.
The identification of the file of the matter, in the case of procedures already initiated."
In the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO OF THE LPAG) it is located in article 124.
"Article 211.- Requirements of the appeal
The writing of the appeal must point out the act from which one appeals and will comply with the other requirements provided in article 124."
In the TUO OF THE LPAG it is located in article 221.
"Article 207. Administrative appeals
218.1 The administrative appeals are:
a) Appeal of reconsideration b) Appeal of appeal Only in case that by law or legislative decree it is expressly established, the interposition of the administrative appeal of review is admissible.
207.2 The term for the interposition of the appeals is of fifteen (15) peremptory days, and they must be resolved in the term of thirty (30) days with exception of the appeal of reconsideration that is resolved in the term of fifteen (15) days. Exceptionally, in the administrative procedures of single instance of competence of the directing councils of the regulatory bodies, the appeal of reconsideration is resolved in the term of thirty (30) days."
In the TUO OF THE LPAG it is located in article 218.

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml for said charges, what is established in the GRADUAL REGIME, insofar as the 50% reduction of the initially proposed fine is subjective, requiring an evaluation based on the applicable regulations to the limits regulated therein;
III. EVALUATION OF THE ARGUMENTS EXPOSED
9. That, in the first place, it must be stated that consideration 29 of the SANCTION RESOLUTION established the following:
"(...), it being necessary to indicate that by their nature, it will be a decision of single administrative instance for the non-compliance referred to the late presentation of financial information (Charges No. 1, 2 and 3) and for the non-compliance referred to the late communication of important facts (Charges No. 7 and 8); while for the non-compliance referred to the omission in the presentation of financial information (Charges No. 4, 5 and 6) it will be a decision of first administrative instance.";
10. That, in that sense, the present analysis of the appeal is circumscribed to the infractions indicated in article 1 of the dispositive part of the SANCTION RESOLUTION, referred to not having presented: (i) the Audited Annual Individual Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 4), (ii) the Annual Report of the 2024 exercise (Charge No. 5) and (iii) the Audited Annual Consolidated Financial Statements of the 2024 exercise and the respective Audit Report (Charge No. 6);
11. That, now well, with relation to what was manifested by DIVISO about that, having remedied the presentation of the financial information referred to in Charges No. 4, 5 and 6, it would correspond to take into consideration what is established in the GRADUAL REGIME, insofar as the 50% reduction of the initially proposed fine is subjective, it must be specified that the financial information and annual report linked to Charges No. 4 and 5, should have been presented on March 31, 2025; however, it was only carried out on July 8, 2025, that is, after the notification of Office No. 3108-2025-SMV/11.2, carried out on June 3, 2025 (hereinafter, OFFICE OF CHARGES). Likewise, as for the financial information and the Audit Report corresponding to Charge No. 6, these should have been presented on April 30, 2025; nevertheless, they were only presented on July 31, 2025, also after the notification of the OFFICE OF CHARGES;
12. That, in such sense, this Office agrees with what is exposed in considerations 53 to 556 of the SANCTION RESOLUTION, with respect to the fact that the infractions described are not included in the scope of application of the GRADUAL REGIME, since they are omissions in the presentation of financial information and Annual Report, and not late presentation. Additionally, according to subsection c) of article 267 of the SANCTIONS REGULATION, the remediation carried out after the start of the administrative sanctioning procedure constitutes a mitigating factor of responsibility;
13. That, with relation to the graduation of the sanction, it corresponds to state that this is determined according to the principle of reasonableness, collected both in numeral 1.4 of article IV of the Preliminary Title8 as well as in numeral 3 of article 2309 of the LPAG. In that line, from a systematic interpretation of the applicable regulatory framework, it is concluded that administrative sanctions will be reasonable when there is an adequate proportion between the means used and the public ends protected10;
14. That, on this particular, Dr. Guzmán Napurí11 maintains that sanctions must be proportional to the non-compliance qualified as an infraction, attending to a set of criteria for their graduation. Likewise, it specifies that the principle of reasonableness, as it is defined in the LPAG, includes in its content the principle of proportionality; therefore, resolutions must observe minimum criteria of proportionality and reasonableness, in order for the administrative act to be intrinsically just12;
15. That, in the present procedure, the criteria for sanction graduation were: a) the gravity of the damage to the public interest and/or protected legal good13; b) the harm caused and repercussion in the market14; c) the illegally obtained benefit15; d) the existence or not of intent16; e) the probability of detection of the infraction17; f) recidivism and sanction antecedents18; and g) circumstances of the commission of the infraction19;
16. That, in that measure, this Office has verified that the sanctioning organ evaluated the sanction criteria in order to determine the sanction to impose, according to article 2520 of the SANCTIONS REGULATION, concordant with numeral 3) of article 23021 of the LPAG and article 34422 of the Single Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO OF THE LMV);
17. That, it must be considered that the three sanctioned infractions qualify as serious faults and, according to the SANCTIONS REGULATION, they are sanctionable with a fine not less than 25 UIT per infraction, and up to 50 UIT. Consequently, the SMV was authorized to impose, for each infraction, a fine of up to 50 UIT being able to reach a maximum accumulated of 150 UIT for the three faults;
18. That, notwithstanding, according to consideration 7923 of the SANCTION RESOLUTION, the SMV decided to impose on DIVISO a fine of 25 UIT for each of the three serious infractions, that is, the minimum provided by the sanctioning regime. Additionally, according to consideration 8224 of the SANCTION RESOLUTION, a reduction of fifty percent (50%) was applied to said infractions, in attention to the fact that DIVISO remedied the presentation of the financial information and

PERÚ Ministry of Economy and Finance

The gravity of the damage to the public interest and/or protected legal good;
The harm caused and repercussion in the market;
The illicit benefit obtained;
The existence or not of intent;
The probability of detection of the infraction;
Recidivism and sanction antecedents;
Circumstances of the commission of the infraction."
"Article 230.- Principles of the administrative sanctioning power The sanctioning power of all entities is additionally governed by the following special principles:
(...)
Reasonableness.- The authorities must foresee that the commission of the sanctionable conduct does not result more advantageous for the infractor than complying with the infringed norms or assuming the sanction. However, the sanctions to be applied must be proportional to the non-compliance qualified as an infraction, observing the following criteria that are indicated for effects of their graduation:"
"Article 34.- Principles of the sanctioning power The sanctioning power of the SMV is exercised in accordance with the principles of legality, reasonableness, proportionality, and non-retroactivity."
"79. That, it corresponds to specify that the SMV, in application of the principle of reasonableness and proportionality, has decided to impose a fine of 25 UIT for each of the serious infractions, which corresponds to the minimum established in the Sanctions Regulation, taking into account the mitigating factors present in the case."
"82. That, it corresponds to specify that a reduction of 50% has been applied to the sanctions imposed for the serious infractions, in attention to the fact that the Issuer remedied the presentation of the financial information and annual report after the start of the administrative sanctioning procedure, which constitutes a mitigating factor of responsibility according to article 26 of the Sanctions Regulation."

PERÚ Ministry of Economy and Finance

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Superintendent Resolution No. 032-2026-SMV/02

Lineage: In force