Adjunct Superintendency Resolution SMV No. 080-2025-SMV/11 — SMV — PE

PERÚ Ministry of Economy and Finance

That administrative file N° 2025029709
contains the documentation and information related to a sanctioning administrative procedure (hereinafter, PAS), which has been brought to the attention of the SASCM in observance of the exercise of the supervision function and the sanctioning power of the Superintendency of Securities Market – SMV, established by the Consolidated Single Text of its Organic Law, Decree Law N° 26126 (hereinafter, Organic Law of the SMV), and the Consolidated Single Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF, as well as by the provisions of the Sanctions Regulation, approved by SMV Resolution N° 035-

PERÚ Ministry of Economy and Finance

1 “Article 43.- Specific functions of the Adjunct Superintendency of Market Conduct Supervision are:
(...)
14. To impose sanctions in a single administrative instance for the commission of infractions regarding the
timeliness of submitting periodic and occasional information, the compliance control of which corresponds to the Adjunct Superintendency of Market Conduct Supervision; (...)”. 2 “Article 218. Administrative appeals
218.1 Administrative appeals are: a) Reconsideration appeal b) Appeal. Only if expressly established by law or
legislative decree, may a review administrative appeal be filed.
218.2 The term for filing appeals is fifteen (15) peremptory days, and they must be resolved within thirty (30) days”
3 “Article 219.- Reconsideration appeal
The reconsideration appeal shall be filed before the same body that issued the first act subject to the challenge and must be based on new evidence. In cases of administrative acts issued by bodies that constitute a single instance, new evidence is not required. This appeal is optional, and its non-filing does not prevent the exercise of the appeal.”. 4 “Article 221.- Requirements of the appeal The appeal document must indicate the act being appealed and comply with the other requirements set forth in article 124”

PERÚ Ministry of Economy and Finance

5 “Article 124.- Requirements for documents
Every document submitted to any entity must contain the following:

Full names and surnames, address and National Identity Document number or foreigner's card of the
administered party, and, where applicable, the capacity of representative and of the person represented.
The specific expression of what is requested, the factual grounds supporting it and, when possible, the legal
grounds.
Place, date, signature or digital fingerprint, in case of not knowing how to sign or being unable to do so.
The indication of the body, entity or authority to which it is addressed, understood as, as far as possible, the
authority closest to the user in terms of hierarchy, with competence to hear and resolve it.
The address where notifications of the procedure are desired to be received, when different from the real address
stated under numeral 1. This address designation takes effect from its indication and is presumed to subsist, unless its change is expressly communicated.
The list of accompanying documents and annexes, indicated in the TUPA.
The identification of the relevant file, in the case of already initiated procedures.”

PERÚ Ministry of Economy and Finance

SMV
Electronic document digitally signed under 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 had an impact on investors' decisions. It indicates that the untimeliness was due to an operational error, as the titular stock market representative did not become aware of the document issued by Moody’s Ratings in a timely manner, a situation that was internally reported to the Finance Manager and immediately corrected upon detection. In the same vein, the issuer states that, after identifying weaknesses in its internal procedure for reviewing important events, corrective measures were implemented through the issuance of a memorandum addressed to all managements, reminding them of the conditions and responsibilities linked to the submission of such information to the SMV. Likewise, the Issuer requests that, in case the SMV maintains the sanction, the application of the Sanctions Gradualness Regime for untimely submission of financial information, annual report and important events, approved by SMV Resolution Nº 007- 2023-SMV/01 (hereinafter, Sanctions Gradualness Regime), be considered, highlighting that it complies with all criteria to access the most lenient sanction. It alleges that the infraction did not cause prejudice to investors, that the entity has no history or recidivism, that it obtained no benefit from its conduct, and that there was no intent in its action. It also invokes that it actively contributed to the clarification of the facts and acted diligently in implementing subsequent improvement measures, circumstances which —in its opinion— constitute an attenuating circumstance of responsibility in accordance with the Sanctions Regulation. Finally, the Issuer insists that the non-compliance should be considered minor and that, given the minimal impact caused to the market, the imposed sanction should be replaced by an admonition, in application of the Sanctions Gradualness Regime. ANALYSIS In this regard, from the arguments presented by the Issuer in its reconsideration appeal, it states that the information subject to communication —Moody’s Ratings Risk Classification Report— did not generate any information asymmetry or prejudice to investors, reiterating that the aforementioned publication contained the same information as that disseminated since February 2023, both in terms of credit rating and the company's perspective. It also alleges that, from the review of prices of its debt instruments —both local and international—, no atypical variations are observed that evidence speculative market reactions. Similarly, the Issuer specifies that, according to the Moody’s Ratings portal, the Issuer's perspective remained “(…) from Negative to Positive (…)” from February 02, 2023, until September 24, 2024, the date on which a change was finally published, and that,
consequently, the report not published opportunely on July 30, 2024, did not introduce relevant novelties. From this, it concludes that the sixteen (16) day delay —until August 15, 2024— had a minimal impact on market transparency. In general terms, the arguments presented constitute a reiteration of what was already evaluated in the Challenged Resolution (Considering 24), since although the Issuer considers that the change in credit perspective was only published by Moody’s Ratings on September 24, 2024, it does not negate its

PERÚ Ministry of Economy and Finance

SMV
Electronic document digitally signed under 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 responsibility to publish it on the day the important event occurred, despite arguing that this information was substantially identical to that already known by the market since the previous year. In Considering 25 of the Challenged Resolution, it is specified that: “(…) its untimely communication is not admissible with the argument that the information involved does not introduce relevant or differential changes (…)” On the other hand, the Issuer also insists that its delay was due to an “operational error” and that internal corrective measures were adopted, such as communicating the incident to the Finance Manager and the subsequent issuance of Memorandum N° 00001-2024-FMV/GF, through which the procedures for submitting important events were reinforced. While such actions demonstrate recognition of the fault and an interest in implementing internal measures or mechanisms to avoid incurring an infraction, the Challenged Resolution had already addressed this aspect in its Considering 23, in the following terms: “(…) although the Issuer argued that it was an operational error and that internal corrective measures were adopted, this does not negate the responsibility of having complied untimely with the obligation provided in the Regulation of Important Events, given that the Issuer should have implemented internal mechanisms to guarantee the timely review and attention of communications involving dissemination obligations to the regulator (…)” It is considered that the subsequent adoption of prevention mechanisms does not eliminate the infraction, insofar as compliance with securities market regulations requires not only acting diligently in the face of a specific event, but also foreseeing effective internal control mechanisms to prevent its occurrence. Initial negligence, even if attributable to human error, implies a breach of the organization and supervision obligation that falls on the issuer, especially since in the present case, there was a sixteen (16) day delay between the date the important event should have been communicated (July 30, 2024) and its subsequent publication (August 15, 2024). In another aspect, the Issuer again invokes the application of the criteria for gradualness and attenuation of the sanction, stating that all the guidelines provided in numeral 6.1 of article 6 of the Sanctions Gradualness Regime are met, as no concrete prejudice was caused to investors, there is no recidivism or benefit obtained, and it contributed to the clarification of the facts. On this point, it should be noted that the Challenged Resolution had already partially recognized the applicability of an attenuating circumstance, as can be seen from Considering 28, which establishes:
“(…) regarding the attenuating condition of responsibility for infractions provided in subsection b) of article 26 of the Sanctions Regulation, invoked by the Issuer (...), it should be noted that this circumstance will be taken into account when evaluating the applicable sanction and the corresponding sanction criteria (…)” That is, the sanctioning authority did not disregard the Issuer's effort to collaborate and adopt preventive measures; however, it considered that such behavior should only influence the determination of the sanction, but not the existence of the infraction. This is evidenced in Considering 60, where a 5% reduction was ordered on the fine proposed by the IGCC, as the initially proposed fine amounted to 3.50 UIT, equivalent to S/ 18,025.00 (Eighteen Thousand Twenty-Five and 00/100 Soles), while the Challenged Resolution imposed a fine of 3.325 UIT, equivalent to S/ 17,123.75 (Seventeen Thousand One Hundred Twenty-Three and 75/100 Soles), that is, an amount lower than the proposal contained in the Instruction Report. Similarly, the Issuer requests that the exemption for voluntary remediation provided in literal f) of article 27 of the Sanctions Regulation be considered applicable, alleging that the subsequent dissemination of the important event before the imputation of charges would constitute remediation. This argument was also addressed in Considering 26 of the Challenged Resolution, where it was expressly established that: “(…) cases of untimely submission of important events are not subject to remediation, for the purposes of the provisions of said literal f) of article 27 (…)” Consequently, this argument was also rejected.

[RegAlert note: the English text above is a translation of the first 24,000 characters of a 35,813-character original (67% of the document). The remainder was not translated. The complete original-language text is stored with this document.]