Adjunct Superintendence Resolution SMV No. 013-2026-SMV/11 — SMV — PE

PERU Ministry of Economy and Finance

Subsection 1.1, numeral 1, literal A) of Annex III of the Sanctions Regulation SERIOUS INFRACTIONS File : 2025052779 The Adjunct Superintendent of Market Conduct Supervision HAVING SEEN:
Administrative file N° 2025052779 containing the administrative sanctioning procedure initiated by the General Superintendence of Conduct Compliance of the Superintendence of the Securities Market – SMV (hereinafter, the IGCC), against Kasa Inmueble 2 S.A. (hereinafter, Kasa Inmueble 2); as well as Report N° 164-2026-SMV/11.2 (hereinafter, the Report), issued by said IGCC; WHEREAS:
I. Function and competence of the SASCM

That, the IGCC —the instructing body for the administrative sanctioning procedures (hereinafter, the PAS) referred to in the

PERU Ministry of Economy and Finance

SMV
Electronic document digitally signed within the framework of Law N° 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 present case—, has informed the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM) of the PAS of administrative file N° 2025041463 in order for it to issue a decision as the sanctioning body of first instance in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the Superintendence of the Securities Market – SMV established by the Consolidated Single Text of its Organic Law, Decree Law Nº 26126 (hereinafter, LOSMV), and the Consolidated Single Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF-1 (hereinafter, TUO LMV); as well as by the provisions of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Regulation of Organization and Functions of the Superintendence of the Securities Market – SMV, approved by Supreme Decree Nº 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in the first administrative instance for the commission of infractions whose compliance control corresponds to the aforementioned Adjunct Superintendence. Likewise; the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
2. That, regarding the charge of making a public offering without having previously registered the security in the Public Registry of the Securities Market - RPMV, it corresponds to two (02) administrative instances in accordance with article 15 of the Sanctions Regulation, and what is established in numeral 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Securities Market resolves appeals against resolutions issued in the first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. Facts, charge and defense of the Administered Party
2.1 Facts and charge
3. That, Kasa Inmueble 2 would have offered to the general public (investors) through the website https://www.inviertekasa.com/ and social networks (Youtube and Instagram) the acquisition of preferred shares that would be issued by Kasa Inmueble 2, whose business is to acquire, administer and make a property profitable, without having previously registered the public offering of said security in the RPMV;
4. That, from entry Nº 15892699 of Kasa Inmueble 2, which appears in the Registry of Legal Entities of SUNARP of the Lima office, it is observed that article two of the Bylaws establishes the following corporate purpose:
“ARTICLE TWO:
The company's main purpose is the management and investment in real estate assets, as well as to provide financial advisory, strategic finance services, valuation services, economic studies services and economic and business consulting.

1 By Supreme Decree N° 020-2023-EF, published on February 10, 2023, in the Official Gazette El Peruano, the Consolidated Single Text of the Securities Market Law, Legislative Decree N° 861, was approved.

PERU Ministry of Economy and Finance

SMV
Electronic document digitally signed within the framework of Law N° 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 To fulfill its corporate purpose, it may carry out and enter into all lawful acts and contracts, without any restriction, appear in public and/or private tenders, enter into contracts with public sector entities, autonomous bodies, decentralized public bodies, as well as any company, entity or legal person, whether public or private, national or foreign. Such enumeration is not limiting but merely enunciative, and the company may also engage in any other activity compatible with its commercial nature, agreed upon by the partners and permitted by the laws of the republic. The company may carry out its operations on its own account or on behalf of third parties, anywhere in the country or abroad.
5. That, for the purposes of this charge, it is also necessary to detail the corporate purpose of Kasa Gestora S.A.C., (hereinafter, Kasa Gestora). According to Entry Nº 15715244 of Kasa Gestora, which appears in the Registry of Legal Entities of SUNARP of the Lima office, article 2 of the Bylaws establishes the following corporate purpose:
“ARTICLE 2: PURPOSE.
The purpose of the company will be to provide financial advisory, mainly in wealth management, capital management, asset management, strategic finance, capital raising, company valuation, provide impartial opinions, and asset management. To fulfill its corporate purpose, it may carry out and enter into all lawful acts and contracts, without any restriction, appear in public and/or private tenders, enter into contracts with public sector entities, autonomous bodies, decentralized public bodies, as well as any company, entity or legal person, whether public or private, national or foreign. Such enumeration is not limiting but merely enunciative, and the company may also engage in any other activity compatible with its commercial nature, agreed upon by the partners and permitted by the laws of the republic. The company may carry out its operations on its own account or on behalf of third parties, anywhere in the country or abroad. Acts related to the corporate purpose that contribute to the achievement of its aims are included in the corporate purpose.”
6. That, it should be noted that, according to the fourth publication on Instagram of the InvierteKasa account on June 07, 2025 (See Annex 1 of the Charge Letter), a publication is observed in which a security is offered through a public offering, stating “your fraction makes you a shareholder of the company that buys the apartment” and offers “monthly income (when the apartment is rented)” and “return on valuation (when the apartment is sold)”, indicating that “we will open doors very soon”, likewise in a publication on June 17, 2025, on the same social network, it is published that “you can now see our available projects at www.inviertekasa.com”.
7. That, from the information published on the website https://www.inviertekasa.com/ (See Annex 2 of the Charge Letter) as of the date of issuance of Official Letter N° 4856 (September 8, 2025), the following is detailed:

PERU Ministry of Economy and Finance

	Kasa Gestora S.A.C	Kasa Inmueble 1 S.A.	Kasa Inmueble 2 S.A.
Founders	Haru Ximena Andrea Caballero Torero	Kasa Gestora S.A.C	Kasa Gestora S.A.C
	Diego Antonio Valenzuela Cierto
	Cristhian Bruno Agüero Huaranga	Cristhian Bruno Agüero Huaranga
General Manager	Cristhian Bruno Agüero Huaranga	Kasa Gestora S.A.C.	Kasa Gestora S.A.C.

That, it should be noted that, according to his statement, Mr. Cristhian Agüero Huaranga has indicated the following:
“There are currently two companies Kasa Inmueble 1 and Kasa Inmueble 2, apart from Kasa Gestora, Kasa Inmueble 1 is inactive for now and Kasa Inmueble 2 is the one corresponding to the project that is being carried out.” (Underlining added);
That, from the preliminary investigations carried out, it has been determined that the preferred shares that would be issued by Kasa Inmueble 2 (See Annex 3 of the Charge Letter) offered through the website https://www.inviertekasa.com/ and social networks which are administered by Kasa Gestora would be making a public offering without observing what is established in article 6 of the Primary Public Offering Regulation and Sale of Securities, approved by CONASEV Resolution Nº 141- 1998-EF/94.10 (hereinafter, the Primary Public Offering Regulation), which implies the obligation of prior registration in the RPMV due to the following facts:
(a) Invitation.- “An invitation is considered to be any expression of will made directly or through third parties, whether it has the character of an invitation to offer, a simple offer, a unilateral promise or another that aims to make or receive proposals linked to the legal act referred to the placement or disposal.” (Underlining added). It should be noted that Mr. Cristhian Agüero Huaranga stated in his declaration of September 15, 2025, the following:

PERU Ministry of Economy and Finance

SMV
Electronic document digitally signed within the framework of Law N° 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 “We have a web platform, basically it is a purely informative platform for (…) the investor to understand that it is a low capital investment in real estate, that is the purpose of the company to allow that. And subsequently, to access project information, one has to go through a registration, a filter, to complete the investment.” (Underlining added). In this sense, Kasa Gestora disseminated a direct invitation to invest with securities that would be issued by Kasa Inmueble 2, through expressions detailed below:
(i) “Invest in real estate from S/2,000 Easy, without credits or paperwork.” Publication on the website. (See Annex 4 of the Charge Letter) (ii) “1. You choose your property Explore projects with high potential and acquire your fractions from S/2,000. All from your cell phone, without complications.
2. You become an owner
We create a Public Limited Company and you become part of it. All 100% digital, secure and with legal backing.
3. You receive your earnings
You receive your earnings month by month, and when the property is sold, you earn from its valuation. Your money works for you, you don't even move.” (Underlining added) Publication on the website. (See Annex 4 of the Charge Letter) (b) Adequately disseminated.- “The invitation is adequately disseminated when it is addressed to its recipients, (…), through any means, such as (…), computer systems or other technology that is suitable for making its content known to its recipient.” In this regard, the dissemination was carried out through unrestricted access technological means, which allowed it to reach an indeterminate number of people massively and simultaneously, such as:
o Public website accessible from any device. o Social networks (Instagram and YouTube), which included posts and promotional videos. (See Annex 5 of the Charge Letter).
(c) General public or segment of the public.- “The general public is made up of an indeterminate set of people, national or foreign, who are potential investors in the national territory.” Likewise, “A segment of the public is considered to be a determined or undetermined set of people who, according to the circumstances, require the protection referred to in Article 2, when their number is such that it involves public interest. Such protection is considered necessary when, in order to the possibility of access to relevant information by such persons and/or for it to be processed by them, they encounter difficulties in making a free and informed decision regarding the invitation made. Notwithstanding the provisions of the preceding paragraph, for the purposes of its qualification as a segment of the public, a set of recipients made up of one hundred (100) or more people is considered to involve public interest, and it is presumed, unless proven otherwise, that such persons require the aforementioned protection.”

PERU Ministry of Economy and Finance

SMV
Electronic document digitally signed within the framework of Law N° 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 It was observed that Kasa Gestora's website and social networks are accessible to anyone browsing the internet, therefore the invitation to subscribe shares is addressed to indeterminate persons. Likewise, considering that the website https://www.inviertekasa.com/ offers securities that can be subscribed from S/ 2,000, it is evident that the offer is directed, among others, to small investors who require protection, in addition to being investments in the real estate sector through the subscription of preferred shares, which makes it a complex investment. (d) Legal act referred to the placement or disposal of securities.- “It includes that related to the creation or alienation of patrimonial rights referred to said securities, (…), it must have the nature of an investment act for its subscriber or acquirer.” According to the information published on Kasa Gestora's website as of the date of issuance of Official Letter N° 4856 and the preliminary investigations, it is observed that the public offering offered investors to acquire preferred shares issued by Kasa Inmueble 2, in exchange for profitability obtained from the business of acquiring, administering and making a property profitable, consequently, said offered shares constitute securities in accordance with article 3 of the TUO of the LMV), by granting patrimonial rights (return) and having the nature of an investment (they promise investors profitability). It should be noted that public offerings of securities require their prior registration in the RPMV in accordance with article 51 of the TUO of the LMV, as well as compliance with investor protection requirements, among others, in accordance with current securities market regulations. In this regard, from the information published on the SMV Institutional Page, it has been verified that there is no registration of the security issued by Kasa Inmueble 2 in the RPMV, an essential requirement for making any public offering;
2.2 Defenses
11. That, by means of a brief submitted on January 15, 2026, Kasa Inmueble 2, as a means of defense, argues the following:

Kasa Inmueble 2 maintains that the exemption provided for in article 27, literal f) of the Sanctions Regulation applies, because it had voluntarily, integrally and prior to the notification of the statement of charges, remedied the situation by returning the money received and eliminating the content of its website.
Likewise, it indicates that although certain improvements continued to be perfected subsequently, the essential regulatory solution - that is, the correction of the observed aspect - was adopted before the statement of charges, fully complying with the temporal standard required for the establishment of the exemption from liability provided for in article 27, literal f), of the Sanctions Regulation.
Kasa Inmueble 2 affirms that it fully returned the amounts received from investors, without any retention. In this regard, it states that between September 15 and September 30, 2025, both Companies (Kasa Gestora and Kasa Inmueble 2) proceeded to fully return the investments made, as a consequence of not having reached the closing milestone of the corresponding project, said returns present the following relevant characteristics from a sanctioning perspective:

PERU Ministry de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” Electronic document digitally signed within the framework of Law N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría de la(s) firma(s) pueden ser verificadas en https://apps.firmaperu.gob.pe/web/validador.xhtml o They were total and complete, without any retention or conditioning; they were made without prior request from the administrative authority; o They did not cause any economic damage to the investors involved; and, o They were executed prior to the notification of the formal statement of charges. Furthermore, it states that the documentation that reliably proves said returns is attached as Annex 1 of its defense brief (it presents the detail of the first and last return respectively), which allows objective verification of the material correction of the observed fact and the non-existence of affectation to the protected legal asset, ruling out any relevant economic or patrimonial impact.
3. Kasa Inmueble 2 states that it eliminated all information related to the acquisition of preferred shares, investment simulations and profitability from its website, adapting its content to a purely informative one.
In this regard, it states that substantial, progressive and verifiable modifications were made to the content and operation of the website linked to the project, with the purpose of eliminating any informational ambiguity and strengthening control and access mechanisms.
In particular, these adaptations:
o Began before the statement of charges, covering what was necessary not to configure the imputed facts, making the previously requested exemption from liability applicable; o Additional modifications were made to the website, as part of a process of strengthening regulatory compliance, aimed at operating under a private issuance scheme of participation units from a Private Fund administered by a Fund Manager, which concluded on January 8, 2026; and, o Are duly documented in the change log attached as Annex 2.
4. Likewise, it indicates that, strictly subsidiarily, in case the SMV considers the indicated exemption not applicable, it requests:
o That, based on the evaluation of the sanction criteria detailed in article 25 of the Sanctions Regulation, a sanction corresponding to a lower classification than that provided for be imposed. o That voluntary remediation, recognition of the facts and the collaborative conduct of the administered party be recognized as qualified attenuating circumstances in accordance with article 26 of the Sanctions Regulation, corresponding to a reduction of the sanction by up to fifty percent (50%), also taking into consideration the attenuating circumstances provided for in literals b) and c) of article 26 of the aforementioned Regulation;

PERU Ministry de Economía y Finanzas

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