Adjunct Superintendent of Prudential Supervision Resolution No. 053-2025-SMV/10

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship Adjunct Superintendent of SMV Resolution No. 053-2025-SMV/10 Lima, October 17, 2025 Subject: Diviso Bolsa Sociedad Agente de Bolsa S.A. is sanctioned with one (1) reprimand for having committed one (1) minor infraction type in Annex I, numeral 3, item 3.1 of the SANCTIONS REGULATION, for failing to submit periodic information within the timeframe established by applicable regulations. Regulated Entity: Diviso Bolsa Sociedad Agente de Bolsa S.A. Subject: Administrative sanctioning procedure File No.: 2025018685

The Adjunct Superintendent of Prudential Supervision

SEEN:
Administrative file No. 2025018685, and Report No. 1397-2025-SMV/10.3, issued by the General Intendancy of Prudential Compliance; as well as the defenses presented by Diviso Bolsa Sociedad Agente de Bolsa S.A.; and,

CONSIDERING:

1. Pursuant to Article 1 of Law No. 29782, Law for the
   Strengthening of Securities Market Supervision, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Securities Market Superintendency (SMV), so that any reference to CONASEV in legal norms shall be understood as referring to the SMV;

I. FACTS
2. Within the supervisory functions assigned to
the SMV, an evaluation was carried out regarding the timely submission of occasional information by Diviso Bolsa Sociedad Agente de Bolsa S.A. (hereinafter, DIVISO SAB);
3. As a result of said evaluation and under the authority of
what is provided in the Single Text of the General Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO LPAG), through Office No. 2466-2025-SMV/10.3, notified on May 5, 2025 (hereinafter, OFFICE OF CHARGES), a charge was filed against DIVISO SAB for violating what is established in the Regulation of Intermediation Agents, approved by SMV Resolution No. 034-2015-SMV-01 (hereinafter, RAI), and its amendments, for not submitting within the timeframe established by applicable regulations to the societies

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship brokerage agents, their annual individual financial statements, along with the corresponding external financial audit report for the 2023 fiscal year, which had a deadline for submission to the SMV of February 28, 2024; however they were sent on March 1, 2024 1;
4. The aforementioned non-compliance is
type in Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), which prescribes as a minor infraction: "To submit outside the established timeframe, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body to the SMV, to the Stock Exchange, to the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports";
5. With a document received on May 14, 2025, DIVISO
SAB requested an extension to submit its defenses;
6. Through Office No. 2837-2025-SMV/10.3,
notified on May 15, 2025, a period of seven (7) additional business days was granted for DIVISO SAB to submit the respective defenses;
7. By document received on May 19, 2025, DIVISO
SAB presented the defenses to the charges formulated through the OFFICE OF CHARGES;
8. The charge formulated, as well as the defenses
presented by DIVISO SAB, have been subject to evaluation by the General Intendancy of Prudential Compliance in Report No. 1397-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendency;
9. In observance of the Principle of Due
Process contemplated in both Article IV, item 1, numeral 1.2 of the Preliminary Title, as well as in Article 248°, numeral 2, of the TUO LPAG, through Office No. 5625-2025-SMV/10, the administrative file to which this resolution refers was made available to DIVISO SAB for its review;

II. MATTERS TO BE DETERMINED
10. In the present administrative procedure, at
the discretion of this Adjunct Superintendency, it corresponds to determine the following:
a. Whether DIVISO SAB incurred or did not incur an infraction for not submitting its annual individual financial statements, along with the corresponding external financial audit report for the 2023 fiscal year, in accordance with the timeframe established in Article 96° of the RAI, in force at the date the facts occurred; b. Whether it corresponds or does not correspond to impose a sanction on DIVISO SAB;

III. ANALYSIS
3.1 On applicable regulations
11. With regard to the facts exposed in the preceding
section, DIVISO SAB would have failed to comply with what is provided by Article 96° of the RAI, which establishes the following:

1
File No. 2024009146.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship "Article 96.- Audited financial statements The Agent must present to the SMV its financial statements prepared at the close of each year, along with the external financial audit report, approved by the corresponding body, the deadline for their respective presentation being February 28 of each year. (…)";
3.2. On the charges formulated
12. Through the OFFICE OF CHARGES, charges were
filed against DIVISO SAB for not communicating, within the timeframe established by the regulations, its annual financial information, along with the corresponding external financial audit report for the 2023 fiscal year;
3.3. On the defenses presented
13. In response to the charges made, through a
document presented on May 19, 2025, DIVISO SAB expressly admits to the charge imputed, recognizing in an express, precise, concise, clear and unconditional manner, having committed the infraction imputed in the OFFICE OF CHARGES, in accordance with what is established in Article 26° of the SANCTIONS REGULATION. It also indicates that it reiterates its institutional commitment to strengthen its internal control mechanisms and regulatory compliance, in order to avoid any future non-compliance;
3.4 Evaluation of the defenses
14. On this matter, DIVISO SAB has recognized in
an express manner its responsibility for the commission of the infraction imputed in the OFFICE OF CHARGES. Regarding this, it must be indicated that said recognition will be taken into consideration when evaluating the sanction to be imposed;
15. Without prejudice to the above, it is necessary to indicate
that DIVISO SAB is a company supervised by the SMV, with authorization for operation granted through CONASEV Resolution No. 021-2010-EF/94.10, dated February 9, 2010, and has knowledge of the applicable regulations for the submission of periodic information, so it has the obligation to act diligently in the communication of said information. Nevertheless, this did not occur, given that this lack of diligence led DIVISO SAB to incur the infraction subject of charges;
16. In this sense, with regard to the infraction under
analysis, it is necessary to mention that brokerage agent societies are obligated to submit the periodic information regarding annual individual financial statements, along with the external financial audit report, in accordance with the timeframe established in Article 96° of the RAI. Nevertheless, it is appreciated that DIVISO SAB presented said information outside the timeframe established in the aforementioned Article 96° of the RAI;
17. In attention to what is exposed, it is concluded that DIVISO
SAB has not disproven the charges imputed in this regard;
18. Consequently, taking into account the
considerations noted, it is observed that DIVISO SAB has incurred one (1) infraction classified as minor, type in Annex I, numeral 3, item 3.1, of the SANCTIONS REGULATION, in force at the date of the commission of the facts, according to which it constitutes an infraction: "To submit outside the established timeframe, or to do so in an

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship incomplete manner, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports";

IV. EVALUATION OF THE SANCTION
19. In accordance with what is established in Article
35° of the SANCTIONS REGULATION, the commission of a minor nature infraction is subject to a sanction corresponding to a reprimand or a fine not less than one (1) and up to twenty-five (25) Tax Units (UIT);
20. Regarding this, taking into account that in the present
sanctioning procedure an infraction typified as minor is being evaluated referencing the non-compliance with the submission timeframe of periodic information, it must be taken into account what is provided in Article 1° of the "Gradual Sanctions Regime for late submission of financial information, annual report and material events", approved through SMV Resolution No. 007-2023-SMV/01 of September 4, 2023 (hereinafter, GRADUAL REGIME), in force from January 1, 2024, which indicates that the purpose of said normative body is "to establish parameters for the application of sanctions to issuers with values registered in the Public Registry of the Securities Market, legal entities registered in the records under the responsibility of the SMV and other persons obliged to submit individual or annual audited financial information, individual or consolidated interim financial statements, annual report and material events; for the late submission of said information, typified as minor infractions in the Sanctions Regulation";
21. Therefore, to evaluate the sanction that must
be imposed on DIVISO SAB for the non-compliance with the submission timeframe of the periodic information analyzed in this resolution, it corresponds to apply the GRADUAL REGIME;
22. It is worth highlighting that the application of the GRADUAL REGIME observes the principle of proportionality established in the TUO LPAG,
since it allows determining in a predictable manner for the regulated entity, the sanctions to be imposed on value issuers and on persons registered in the RPMV for non-compliance with the submission timeframes of information to which they are obligated by regulations and for omission in the submission of that information that is required by the SMV;
23. For the purpose of determining the sanction that
corresponds to the infraction subject of analysis, and in accordance with what is established in
Article 5 of the GRADUAL REGIME, it must be taken into account the evaluation criteria
disposed in Article 344° of the Single Text of the Securities Market Law, in Article 248°, numeral 3, of the TUO LPAG, in Article 25° of the SANCTIONS REGULATION, as well as in Article 6° of the GRADUAL REGIME, whose observance is mandatory;
24. Within this framework, the evaluation of the sanction
must consider: a) The gravity of the damage to the public interest and/or protected legal good; b) The economic harm caused and the repercussion in the market; c) Sanction antecedents; d) Recidivism; e) The circumstances of the commission of the infraction; f) The illicit benefit resulting from the commission of the infraction; g) The existence or non-existence of

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship intent in the conduct of the infringer; and, h) The probability of detection of the infraction;
25. Regarding the gravity of the damage to the public interest
and/or protected legal good, it must be taken into consideration that regarding the submission of periodic information, any non-compliance with regulations regarding its timely presentation, that is, the non-observance of the timeframes established to present said information, affects the transparency of the securities market, insofar as this safeguards the right of investors (actual and potential) and the general public, to access said information in a timely manner in order to adopt investment decisions or perform a certain evaluation; likewise, it affects the SMV in the implementation of its supervisory and control activities that seek to protect the integrity of the market;
26. Therefore, it can be affirmed that DIVISO SAB has
affected the protected legal good which is market transparency, given that it submitted late the annual individual financial statements with the external audit report, described in this resolution;
27. With regard to the economic harm caused and the repercussion in the market, it has not been evidenced that the infraction committed by DIVISO
SAB has produced a concrete quantifiable harm in the market, that is, it has not been determined that it has concretely affected or caused economic harm to one or more investors, so it has not been evidenced that there has been repercussion in the market;
28. With regard to sanction antecedents, it
must be noted that according to the GRADUAL REGIME and Article 25°, letter a) of the SANCTIONS REGULATION, antecedents constitute the firm sanctions imposed by the SMV within the period of four (4) years prior to the commission of the infraction to be sanctioned.
29. In this sense, from the review carried out in said
period, with regard to the charges subject of evaluation, it has been verified that DIVISO SAB registers as sanction antecedents the Adjunct Superintendent of SMV Resolution No. 032-2022-SMV/10 2 through which it was resolved to sanction DIVISO SAB with a fine of 11 UIT, equivalent to S/ 46,200.00, for having committed two (02) infractions: one (01) infraction classified as very serious, according to Annex X, item 1, numeral 1.4 of the SANCTIONS REGULATION; and one (01) infraction classified as serious, according to Annex X, item 2, numeral 2.16 of the SANCTIONS REGULATION; by allowing persons not authorized as Representatives to act as such in their intermediation activity, specifically in the activity of placement of securities, thus violating what is established in Article 40 of the RAI and for failing to timely submit the Audit Report of the Control System Evaluation, respectively. Said resolution became final on February 26, 2024;
30. With regard to recidivism for the commission of the
same infraction, it takes into account that firm sanction imposed by the SMV within the period of one (1) year prior to the commission of the infraction to be sanctioned. Within this framework, it must be stated that DIVISO SAB does not present sanctions within the aforementioned period, for the commission of the same infraction subject of analysis in the present administrative sanctioning procedure, so recidivism is not configured;

2
The resolution was subject to appeal by DIVISO SAB. Subsequently, through Superintendent Resolution No. 017-2024-SMV/02, the appeal was declared unfounded and the administrative route was considered exhausted.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship
31. As for the circumstances of the commission of the
infraction, it is worth mentioning that DIVISO SAB, in its capacity as a company supervised by the SMV, knows the regulations that govern the securities market and, in that sense, the regulations that oblige it to present to the SMV periodic information within the timeframes and form established in them. However, DIVISO SAB presented the periodic information subject of evaluation in the present sanctioning procedure with two (2) days of delay from the submission deadline;
32. Regarding the illicit benefit resulting from the
commission of the infraction, it must be noted that it has not been proven that DIVISO SAB has obtained a benefit that is directly related to the infraction subject of analysis;
33. As for the existence or non-existence of intent
in the conduct of the infringer, it has not been evidenced that DIVISO SAB has acted with intent in the commission of the infraction subject of analysis;
34. With regard to the probability of detection of the
infraction, it must be indicated that in the present case the infraction in which DIVISO SAB has incurred was evidenced as a result of the supervisory and control activities carried out by the SMV regarding the compliance with the timely submission of periodic information, in accordance with what is established in the applicable regulations; so that the probability of detection was high;
35. Continuing with the analysis, it corresponds to determine
the sanction to be imposed on DIVISO SAB. In that sense, the GRADUAL REGIME, establishes in Article 6, numeral 6.1, that the sanction of reprimand may be applied when the following circumstances concurrently occur: a) When the impact on market transparency is minimal. This statement is linked to the criterion of the gravity of the damage to the public interest and/or protected legal good; b) The infraction committed has not caused concrete harm to investors or associates; c) The infringing subject does not have antecedents or, having them, they are sanctions corresponding to minor infractions imposed by the SMV that had become final in the four (4) years prior to the commission of the infraction being evaluated; d) The infringing subject is not a recidivist; e) The infringer has not obtained benefits from his administrative infraction; and, f) It has not been proven that the infringer acted with intent in the commission of the infraction;
36. On this matter, it has been verified that DIVISO SAB
registers a sanction antecedent for two infractions committed regarding which a sanction corresponding to minor infractions was applied; this in the four (4) years prior to the commission of the infraction under evaluation. On the other hand, it is appreciated that DIVISO SAB does not register recidivism for the commission of the same infraction subject of evaluation in this resolution;
37. Likewise, it has not been proven that the infraction
committed has caused concrete harm to investors, it has not been evidenced that the brokerage agent society has obtained a benefit from its illegal conduct, nor has it been proven that it acted with intent in the commission of the infraction;
38. With regard to the condition referring to that the
impact on market transparency is minimal, it must be warned in principle and as mentioned in the evaluation of the sanction criteria of the GRADUAL REGIME, that any non-compliance with regulations regarding the timeframes established to present periodic information, affects the transparency of the market

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
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 authorship securities; inasmuch as said information is relevant not only to investors and shareholders of the brokerage agent society, but to the market in general. In that sense, it is the obligation of every brokerage agent society to present the periodic information required by regulations within the established timeframes, that is, in a timely manner;
39. Nevertheless, it must be indicated that although the
submission of the annual financial statements, along with the corresponding external financial audit report for the year 2023, occurred with a delay of two (2) days, it can be appreciated that during the time in which DIVISO SAB did not present said periodic information to the SMV, the degree of impact on market transparency has been minimal. Without prejudice to the fact that in similar cases, a greater delay in the submission of information may determine a greater degree of impact on the transparency of the securities market;
40. Therefore, as a result of the evaluation
carried out, DIVISO SAB meets the conditions established in Article 6, numeral
6.1 of the GRADUAL REGIME, so that, in accordance with said conditions,
it corresponds to apply a sanction of reprimand for the infraction under analysis;
41. In addition to the above, it corresponds to analyze the
exempting and mitigating circumstances of responsibility established in Article 257° of the TUO LPAG 3 , as well as the mitigating and exempting conditions of responsibility established in Articles 26° and 27° of the SANCTIONS REGULATION;
42. Regarding this, it is not observed that in the present case
any of the circumstances that constitute exempting conditions of responsibility have been configured;
43. With regard to the voluntary declaration of the
commission of the infractions and the contribution of the infringer to their clarification, established in Article 257°, numeral 2, item a) of the TUO LPAG and in Article 26°, letters a) and b) of the SANCTIONS REGULATION, it must be noted that DIVISO SAB has recognized its responsibility for the infraction subject of charges, in an express and written manner, within the timeframe granted for the presentation of defenses, and in a precise, concise, clear, express and unconditional manner, without ambiguous or contradictory expressions;
44. Being in accordance with what is provided by Article 32°, numeral
17, of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments, as well as the GRADUAL REGIME;

“Article 257.- Exemptions and mitigating factors for liability for infractions

1.- The following constitute conditions exempting liability for infractions:
a) Fortuitous event or force majeure duly proven. b) Acting in compliance with a legal duty or the legitimate exercise of the right of defense. c) Mental incapacity duly proven by the competent authority, provided that this affects the ability to understand the infraction. d) Mandatory order from a competent authority, issued in the exercise of its functions. e) Error induced by the Administration or by a confusing or illegal administrative provision. f) Voluntary remediation by the potential sanctioned party of the act or omission attributed as constituting an administrative infraction, prior to the notification of the charges referred to in item 3) of Article 235.

2.- The following constitute mitigating conditions for liability for infractions:
a) If, once an administrative sanctioning procedure has begun, the offender expressly and in writing acknowledges their responsibility.
In cases where the applicable sanction is a fine, it is reduced to an amount not less than half of its value. b) Others established by special regulation.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship

RESOLVES:

Article 1º.- Declare that Diviso Bolsa Sociedad Agente de Bolsa S.A. has committed one (1) infraction of a minor nature typified in Annex I, item 3, subsection 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for not having submitted its individual annual financial statements, along with the corresponding external financial audit report for the 2023 fiscal year, within the deadline established by the applicable regulations for brokerage societies.

Article 2º.- Sanction Diviso Bolsa Sociedad Agente de Bolsa S.A. with a (01) reprimand, pursuant to Article 1° of this resolution.

Article 3º.- This resolution does not exhaust the administrative route, unless it is consented to, and may be challenged before the Adjunct Superintendence of Prudential Supervision by filing a reconsideration appeal, submitted to the same, within a period of fifteen (15) business days counted from the day following its notification.

Article 4º.- In the event that this resolution is not subject to challenge through a reconsideration appeal within the period of fifteen (15) business days of notification and becomes final, it must be published on the Institutional Website of the SMV on the Single Digital Platform of the Peruvian State, in observance of what is provided for in item 1, Article 7º of the Policy on dissemination of normative projects, laws of general character, early agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amendment, and by what is provided for in Article 14° of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5º.- Transmit this resolution to Diviso Bolsa Sociedad Agente de Bolsa S.A.

Register, communicate and publish.

Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendence of Prudential Supervision