Adjunct Superintendent of Conduct Supervision Resolution No. 072-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 1 Electronically signed document under 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

Adjunct Superintendent Resolution SMV No. 072-2025-SMV/11 Lima, October 28, 2025

Subject: The reconsideration appeal filed by PETRÓLEOS DEL PERÚ - PETROPERÚ S.A. against the Adjunct Superintendent Resolution SMV No. 049-2025-SMV/11 is declared unfounded.

Administrated Entity: PETRÓLEOS DEL PERÚ – PETROPERÚ S.A. Subject: Administrative Sanctioning Procedure of single administrative instance File No.: 2024043077

The Adjunct Superintendent of Market Conduct Supervision

VIEWING: The administrative file No. 2024043077, which contains, among others, the contentious appeal presented on August 26, 2025, filed by PETRÓLEOS DEL PERÚ - PETROPERÚ S.A. (hereinafter, the Issuer) against the Adjunct Superintendent Resolution SMV No. 049-2025-SMV/11 of August 5, 2025 (hereinafter, the Challenged Resolution), which resolved to sanction the Issuer with a total fine of 10.02 UIT equivalent to S/ 49,179.00 (Forty-Nine Thousand One Hundred Seventy-Nine and 00/100 Soles), and Report No. 1469-2025-SMV/11.2 (hereinafter, the Report), issued by the General Superintendency of Conduct Compliance (hereinafter, the IGCC) of the Adjunct Superintendency of Market Conduct Supervision (hereinafter, the SASCM);

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, the administrative file No. 2024043077 contains the documentation and information regarding an administrative sanctioning procedure (hereinafter, PAS), which has been brought to the knowledge of the SASCM in observance of the exercise of the supervisory function and the sanctioning power of the Superintendency of the Securities Market – SMV, established through the Unified Concorded Text of its Organic Law, Legislative Decree No. 26126 (hereinafter, Organic Law of the SMV), and the Unified Ordained Text of the Securities Market Law,

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 2 Electronically signed document under 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

Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF1, as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation), and in articles 42 and 43 of the Organization and Functions Regulation of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF (ROF of the SMV), in the sense that it is a specific function of the SASCM to impose sanctions in a single administrative instance for the commission of infractions regarding the timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, in addition to resolving reconsideration appeals that are filed against the pronouncements it issues in a single administrative instance;

II. FACTS 2. That, through the Challenged Resolution, the SASCM resolved:

“Article 1st.- Declare that Petróleos del Perú – Petroperú S.A. has incurred five (5) infractions of a minor nature, typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for having presented late (i) the material event regarding the clarification of the news titled “Petro-Perú seeks to clarify Fitch Ratings observations” and “Petroperú will now seek a partner to operate Lot 64”, (ii) the material event regarding the clarification of the news titled “Government will provide capital to Petro-Perú for US$1,000 million to strengthen its financial capacity”, (iii) the material event regarding the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers, (iv) the material event regarding the main aspects contemplated in the Restructuring Plan; and (v) the material event regarding the terms of the financial support referred to in Agreement No. 087-2023-PP.

Article 2nd.- Sanction Petróleos del Perú – Petroperú S.A. with a total fine of 10.02 UIT equivalent to S/ 49,179.00 (Forty-Nine Thousand One Hundred Seventy-Nine and 00/100 Soles), pursuant to Article 1 of this Resolution.

Article 3rd.- Declare the non-existence of infractions and archive the aspects of the administrative sanctioning procedure regarding (i) the material event regarding the clarification of the news titled “Petroperú with financial aid: the million-dollar requests to the Ministry of Energy and Mines” and “Petroperú asks for ‘financial support’ from the Ministry of Energy and Mines” and (ii) the material event regarding the publication of Supreme Decree No. 019-2023-EM, which grants a special charge to Petróleos del Perú – PETROPERÚ S.A. for the provisional administration of the Concession of the Natural Gas Distribution System by Pipeline Network of the South West Concession, in accordance with numeral 6 of article 255 of the Unified Ordained Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS in concordance with subsection e) of article 17 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 4th.- This Resolution does not exhaust the administrative route, this being challengeable before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration appeal, an administrative resource recognized in article 218 of the Unified Ordained Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within the term of fifteen (15) business days, counted from the day following its notification. In case this resolution is not challenged, the regime for reduction of the corresponding sanction may be applied. (…)” (Underlining and emphasis added);

3. That, through a document presented on August 26, 2025, the Issuer filed an appeal against the Challenged Resolution;
4. That, through Adjunct Superintendent Resolution SMV No. 055-2025-SMV/11 of August 27, 2025, the SASCM classified the present PAS as high complexity, according to numeral 3 of article 1 of SMV Resolution No. 013-2024-SMV/01;
5. That, through Memorandum No. 3528-2025-SMV/11 of August 27, 2025, the Office of the SASCM requested the IGCC to evaluate the contentious appeal presented by the Issuer;
6. That, in accordance with what is detailed in article 4 of the aforementioned Challenged Resolution, given that the present PAS corresponds to a single administrative instance, it must be challenged by filing the reconsideration appeal;
7. That, the arguments of the reconsideration appeal filed by the Issuer have been the subject of evaluation in the Report by the IGCC, which has been submitted to the knowledge of the SASCM;

III. MATTERS TO BE DETERMINED 8. That, it corresponds to determine whether or not to reconsider what was resolved in the Challenged Resolution;

I. ANALYSIS 4.1. OF THE CONTENTIOUS APPEAL 9. That, first, it must be specified that PAS related to the timeliness in the presentation of periodic and eventual information correspond to be processed in a single instance, that is, in charge of the SASCM, as indicated in article 432 of the ROF-SMV; 10. That, in accordance with what is provided in articles 2183, 2194 and 2215 of the Unified Ordained Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG), the reconsideration appeal must be presented within the term of fifteen (15) days of the challenged administrative act being communicated and must be supported by new evidence except in the cases of administrative acts issued by bodies that constitute a single instance. In the present case, it is appreciated that the Challenged Resolution was notified to the Issuer on August 5, 2025 and the appeal was filed on August 27, 2025; that is, within the legal term established; 11. That, it must be indicated that the other requirements for the filing of the reconsideration appeal, established by article 221 concordant with article 1246 of the TUO of the LPAG, have been verified and fulfilled; therefore, the evaluation of the present reconsideration appeal proceeds;

4.2. OFFICIAL CHANNELING 12. That, according to numeral 3 of article 86 of the TUO of the LPAG, it is the duty of the authorities regarding the PAS and its participants, among others, “To channel the procedure ex officio, when any error or omission of the administrated parties is detected, without prejudice to the action that corresponds to them.”; 13. That, likewise, article 223 of the TUO of the LPAG establishes: “The error in the qualification of the appeal by the appellant will not be an obstacle to its processing as long as its true character can be deduced from the writing.”; 14. That, in that sense, considering that sanctioning procedures referred to infractions regarding the timeliness in the presentation of periodic and eventual information are processed in a single administrative instance, in charge of the SASCM, it corresponds to channel the present PAS and process the appeal filed by the Issuer as a reconsideration appeal, in accordance with numeral 14 of article 43 of the ROF of the SMV and the second paragraph of article 14 of the Sanctions Regulation;

4.3. EVALUATION OF THE RECONSIDERATION APPEAL 15. That, next, it proceeds to analyze and evaluate each of the arguments contained in the contentious appeal presented by the Issuer;

1. WITH REGARD TO CONDUCTS No. 1 and 2 LATE PRESENTATION OF THE MATERIAL EVENT REGARDING THE CLARIFICATION OF THE NEWS TITLED “PETRO-PERÚ SEEKS TO CLARIFY FITCH RATINGS OBSERVATIONS” AND “PETROPERÚ WILL NOW SEEK A PARTNER TO OPERATE LOT 64” LATE PRESENTATION OF THE MATERIAL EVENT REGARDING THE CLARIFICATION OF THE NEWS TITLED “GOVERNMENT WILL PROVIDE CAPITAL TO PETRO-PERÚ FOR US$1,000 MILLION TO STRENGTHEN ITS FINANCIAL CAPACITY”

In this aspect of its appeal, the Issuer manifests the following:

“(…) the Regulation of Material Events itself in its ANNEX I establishes in a taxative manner the cases that fit as Material Events, for which, we notice that:

• The news “Petro-Perú seeks to clarify Fitch Ratings observations”, “Petroperú will now seek a partner to operate Lot 64” and “Government will provide capital to Petro-Perú for US$1,000 million to strengthen its financial capacity” DO NOT FIT ANY OF THE CASES ESTABLISHED IN ANNEX I of the Regulation of Material Events. The aforementioned has been ratified by the authority not only in the challenged resolution but also in Report No. 613-2025-SMV/11.2 (...)

In that sense, it is ARBITRARY and contrary to law that the authority attributes the qualification of Material Events, despite the fact that they do not fit any of the cases established in the current regulation, for which, we notice that this situation violates the Principle of Legality and constitutes a cause of nullity.”

• That, starting from the definition of a material event established in article 3° of the Regulation of Material Event, we indicate that the news “Petro-Perú seeks to clarify Fitch Ratings observations”, “Petroperú will now seek a partner to operate Lot 64” and “Government will provide capital to Petro-Perú for US$1,000 million to strengthen its financial capacity” DO NOT HAVE SIGNIFICANT INFLUENCE CAPACITY SINCE DESPITE THE FACT THAT OUR COMPANY QUOTES ON THE LIMA STOCK EXCHANGE (sic), it is important to highlight that WE DO NOT HAVE INFLUENCE CAPACITY IN THE SECURITIES MARKET IN THE STRICT SENSE OF THE TERM.

This is because we have not issued values that are subject to negotiation in the securities market, and, therefore, no value is sold, bought or kept. Consequently, our shares do not have the potential to affect any investor or the securities market in general, since the mere inscription in the Public Registry of the Securities Market does not necessarily imply a significant influence on the market, especially when there are no issued values that can be subject to transactions.”

1.1. ANALYSIS

The Issuer considers that since the news “Petro-Perú seeks to clarify Fitch Ratings observations”, “Petroperú will now seek a partner to operate Lot 64” and “Government will provide capital to Petro-Perú for US$1,000 million to strengthen its financial capacity” do not fit into any of the cases established in Annex 1 of the Regulation of Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, the Regulation of Material Events), it is arbitrary and contrary to law that the authority attributes the qualification of material events to them.

Likewise, the Issuer points out that based on the definition of material event of article 3 of the Regulation of Material Events, the mentioned news do not have significant influence capacity, since despite being listed on the Lima Stock Exchange - BVL, there are no issued values that can be subject to transactions.

Preliminarily, it is opportune to indicate that it is contradictory that in its appeal, the Issuer argues that the mentioned news do not qualify as material events, when at its opportunity the Issuer itself clarified these news, through the material events of September 26, 2022 and October 18, 2022, which implies that this qualified these news previously as material events, according to numeral 6.4 of article 6 of the Regulation of Material Events:

“Article 6.- Duty of Diligence In compliance with the obligations established in this Regulation, the Issuer is responsible for: 6.4. To clarify or deny, or in case, communicate as a material event after having taken knowledge, the information published in the media, which is false, inaccurate or incomplete, including the information that had not been generated or diffused by the Issuer itself. The clarification or denial constitutes a material event. The information published in the media must comply with what is stated in articles 3 and 4. (…)”. (Underlining and emphasis added).

In that framework, the Issuer clarified the news, through the material events of September 26, 2022 and October 18, 2022, as shown below in Images No. 1 and No. 2, respectively:

Image No. 1 Material event of September 26, 2022 Image No. 2 Material event of October 18, 2022

With regard to what manifested by the Issuer, in the sense that the material events of September 26, 2022 and October 18, 2022 were presented only with the purpose of attending the formal requests made through Letter No. EMI-694-2022 and Letter No. GCFI-MV-100-2022 of the BVL, respectively, and that furthermore in its reconsideration writing it argues that there was no legal obligation to clarify the mentioned news, due to the fact that according to what it says they were not considered as material events, it corresponds to reiterate what specified in the Challenged Resolution, in the sense that both material events do clarify the news diffused as can be verified from the reading of both material events, and even more so if it is taken into account that in

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 8 Electronically signed document under 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

said material events express reference is made to the regulation on clarifications of information published in the media in accordance with numerals 6.4 and 6.5 of article 6 of the Regulation of Material Events.

Additionally to what evaluated previously on both material events according to what is provided by numeral 5.1 of article 5 of the Regulation of Material Events, the purpose of the cases of Annex 1 is to facilitate to the issuers the identification of that information that could qualify as a material event.

Likewise, according to the second part of numeral 5.2 of article 5 of the Regulation of Material Events, if any act, decision, agreement, fact or negotiation in progress does not appear in the cases of Annex 1, this does not necessarily imply that it does not qualify as a material event, it must be communicated as such if it complies with what is stated in articles 3 and 4 of the Regulation of Material Events.

In that sense, what stated by the Issuer in the sense that since the news “Petro-Perú seeks to clarify Fitch Ratings observations”, “Petroperú will now seek a partner to operate Lot 64” and “Government will provide capital to Petro-Perú for US$1,000 million to strengthen its capa

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