Adjunct Superintendent Resolution for Conduct Supervision No. 003-2026-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" 1 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

Adjunct Superintendent Resolution SMV
No. 003-2026-SMV/11
Lima, January 19, 2026

Subject: To sanction ALFIN BANCO S.A. with a reprimand for having committed one (01) minor infraction typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation.

Administered Entity: ALFIN BANCO S.A.
Subject: Administrative sanctioning procedure of a single administrative instance Main Type: Subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2025033391

The Adjunct Superintendent of Market Conduct Supervision

HAVING SEEN:

The administrative file No. 2025033391, containing the administrative sanctioning procedure initiated by the General Intendancy of Conduct Compliance of the Superintendency of the Securities Market – SMV (hereinafter, the IGCC), against Alfin Banco S.A. (hereinafter, the Issuer); as well as Report No. 1818-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC;

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. That the IGCC – the instructing body of the administrative sanctioning procedures (hereinafter, the PAS) referred to in this case – has brought to the knowledge of the Adjunct Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025033391, in order for it to issue a decision as the sanctioning body of a single administrative instance, as corresponds to the type of infraction evaluated in the PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervisory function and the sanctioning faculty of the Superintendency of the Securities Market – SMV established through the Unified Concordant Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1
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   (hereinafter, TUO LMV); 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 Regulation of Organization and Functions of the Superintendency 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, whose control of compliance corresponds to the aforementioned Adjunct Superintendency. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER

2.1 Facts
2. That it was evaluated whether the Issuer complied or not with disclosing to the securities market the material facts;

2.2 Charge
3. That, as a result of said evaluation, through Office No. 4161-2025-SMV/11.2 (hereinafter, Office of Charges), a charge was formulated against the Issuer for communicating as a material fact in an untimely manner that at the General Shareholders' Meeting held on December 2, 2024, no agreement was reached on the agenda items, a fact that they should have communicated on the same day it occurred; however, it was communicated on December 4, 2024. (File No. 2024049897);

2.3 Defenses
4. That, through a document presented on August 25, 2025, the Issuer presented its defenses stating, among other things, the following:

"(…)
Given that material facts must be informed on the day of their occurrence or knowledge, which did not occur in this case, the Bank recognizes its responsibility for the commission of the infraction subject of the office, for the untimely publication of the material fact, carried out with a delay of two (02) calendar days.
(…)
Likewise, it requested that its recognition be considered as a mitigating factor of responsibility and that a reprimand be applied as a sanction since it would meet all the requirements established for it.

5. That, through Supreme Decree No. 004-2019-

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Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Gazette El Peruano, the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861 was approved.

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" 3 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 JUS, the Unified Ordained Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, which contains common norms for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution sanctioning the first infraction became final, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intent in the conduct of the infringer;

6. That, the charges, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been submitted to the knowledge of the SASCM;

7. That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Office No. 7396-2025-SMV/11 of December 22, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (05) business days;

8. That, on January 2, 2026, the Issuer reiterates its express recognition of responsibility for the untimely communication of the material fact and states that it agrees with the evaluation carried out in the Report and with the proposed sanction which is a reprimand;

III. QUESTIONS TO BE DETERMINED

9. That, in the present PAS it corresponds to determine the following:
   (i) Whether the Issuer incurred or not in the infractions indicated in the Office of Charges and Report; (ii) Whether it corresponds or not to impose a sanction on the Issuer;

IV. ANALYSIS

4.1 Applicable Normativity
MATERIAL FACTS

10. That, article 30 of the TUO of the LMV states: "The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct of the centralized trading mechanism, of the material facts, including ongoing negotiations, about itself, the value and the offer made of it, as well as to disseminate such facts in a truthful, sufficient and timely manner. The information must be provided to said institutions and disseminated as soon as the fact occurs or the issuer takes knowledge of it, as the case may be." (Underlining added);

11. That, numeral 9.1 of article 9 of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Material Facts), states:

"The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known (…)". (Underlining added);

12. That, in that line, numeral 5.1 of article 5 of the Regulation of Material Facts states the following: "In the Annex that forms part of this Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer's identification, qualification and classification of the information that could qualify as a material fact." It should be specified that the reference to Annex corresponds to Annex 1 of the aforementioned regulation;

13. That, on this particular, numeral 1 of Annex 1 of the Regulation of Material Facts, provides the following:

"1. Call to shareholders' meetings, creditors' meetings or bondholders' assemblies, indicating the respective agenda and the documentation that is available to shareholders, creditors and bondholders, as the case may be, as well as the agreements adopted in them. (…)". (Underlining added);

4.2 Evaluation of the case

14. That, in administrative file No. 2025033391, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2457-2025-SMV/11.1 of June 16, 2025 (File No. 2025025358), the General Intendancy of Conduct Supervision (hereinafter, IGSC) – an organ of the Superintendency of the Securities Market – SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to issuer companies with securities registered in the Public Registry of the Securities Market - RPMV, evaluating the indications of possible infractions, and remits, for its consideration, the reports of indications of infractions respective, to the IGCC – remitted to the IGCC, the result of its evaluation, and specifically what refers to the present case;

15. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its activity of inspection and/or supervision and upon concluding it with a report of indications of infraction, determine that its pronouncement or opinion on a specific topic of supervision – which can even contain a decision, for example, the adoption of corrective measures – be an opinion on the merits of the matter; it must be specified that said opinion and the report of indications of infraction of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation2 3
    ;

2 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the inspection activity could conclude the following: 1) Certificate of conformity of the activity developed by the administered entity; 2) Recommendation of improvements or corrections of the activity developed by the administered entity; 3) The warning of the existence of non-compliance not susceptible of warranting the determination of administrative responsibilities; 4) The recommendation to start a procedure in order to determine the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws. 3 «Article 9.- Preliminary inquiries as a consequence of supervision actions (…) When said organs conclude that there are sufficient indications of possible administrative infractions they remit the corresponding reports to the General Intendancies of Compliance, which determine whether it corresponds to start or not an administrative sanctioning procedure. If the case arises, the General Intendancies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financial Financing Activity and its Administrator Companies, the preliminary inquiries are carried out by the General Intendancy of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative infractions will determine whether it corresponds to start or not an administrative sanctioning procedure. (…)».

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" 5 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

16. That, in this way it is had that in the evaluation of the facts related to the present PAS have intervened and participated previously to the issuance of this resolution, two (2) other organs or administrative instances of the SMV, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indications of infraction and then the IGCC which, as a result of its evaluation, formulated the Office of Charges and the Report; and at this point of the PAS it corresponds to the Office of the SASCM, to issue a pronouncement containing its decision regarding the mentioned charges, it being precise to indicate that by the nature of the same, as has been previously stated, it will be a decision of a single administrative instance for the charge imputed;

17. That, as previously mentioned, through a document of August 25, 2025, the Issuer presented its defenses regarding the charge formulated against it, stating that it recognized the infraction imputed and requested that its recognition be considered as a mitigating factor of responsibility and that a reprimand be applied as a sanction since it would meet all the requirements established for it;

18. That the Issuer in its allegations of January 2, 2026 reiterated the argumentation corresponding to its recognition of the infraction committed and that it should be applied as a sanction a reprimand;

19. That, with respect to what was stated by the Issuer regarding that no real or verifiable damage has occurred, nor prejudice to the transparency system of the market, it is opportune to point out that the sanction criteria to which the Issuer refers will be analyzed at the moment of the determination of the sanction;

20. That, regarding this, having the Issuer presented its defenses within the period granted for the presentation of defenses, it corresponds to indicate that the voluntary declaration of recognition of the infraction by the Issuer is reputed as a condition of mitigating responsibility, so that when the applicable sanction is a fine, it is reduced by fifty percent (50%) if the recognition is presented within the period granted to present defenses, according to numeral 1 of literal a) of article 26 of the Sanctions Regulation, concordant with literal a) of numeral 2 of article 257 of the TUO of the LPAG, which will be considered at the moment of the determination of the sanction;

21. That, consequently, the conduct constitutive of the infraction subject of charge is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the proposed sanction in attention to what is provided by the principle of reasonableness, the defenses and the sanction criteria, which will be evaluated in the subsection of the sanction;

V. DETERMINATION OF THE SANCTION

22. That, in order to determine the possible sanction, the infraction on untimely communication of material facts, it must be stated that according to what is provided in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it states that it constitutes a minor infraction: "To present outside the established period, or to do it in an 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 facts and, annual reports." (Highlighting and underlining added);

23. That, according to what is established in article 35 of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or a fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT.

5.1 Sanction Criteria

24. That, having determined the commission of the imputed infraction, it corresponds to evaluate the sanction in accordance with article 25 of the Sanctions Regulation, concordant with numeral 3) of article 248 of the TUO of the LPAG) and article 344 of the TUO of the LMV, which develop the sanction graduation criteria: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion on the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the gravity of the damage to the public interest and/or protected legal good and (viii) the existence or not of intent in the conduct of the infringer;

25. That, in order to determine the sanction to be imposed on the Issuer for the non-compliance referred to the untimely communication of material facts, the Gradual Regime of Sanctions for untimely presentation of financial information, annual report and material facts (hereinafter, Gradual Regime of Sanctions), approved by SMV Resolution No. 007-2023-SMV/01 must be taken into account;

26. That, in application of the aforementioned norms, it proceeds to evaluate the following:

27. That, with respect to the gravity of the damage to the public interest and/or protected legal good, it must be indicated that the timely presentation of periodic or eventual information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the deadline limits on the part of the issuers affects the transparency of the market, which is considered a protected legal good

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" 7 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

28. That, regarding the sanction antecedents, literal a) of article 25 of the Sanctions Regulation states that the antecedents of the infringer are the final sanctions imposed by the SMV within four (04) years prior to the moment of the commission of the infraction to be sanctioned. Likewise, the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered as antecedents. On the other hand, the Gradual Regime of Sanctions states that "The amount resulting from the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is accredited that the infringing subject has sanction antecedents", without making distinction on whether they correspond to different or the same type of infraction. Therefore, it is considered that the application of the new normativity will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). On this particular, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer does not have sanction antecedents, as has been detailed in the Report;

29. That, regarding recidivism for the commission of the same infraction, literal b) of article 25 of the Sanctions Regulation states that to determine recidivism for the commission of the same infraction, the final sanction imposed by the SMV within a period of one (01) year prior to the commission of the infraction to be sanctioned is taken into account. On the other hand, the Gradual Regime of Sanctions establishes in numeral 5.2 that "Recidivism is considered to exist, if during the year prior to the commission of the infraction to be sanctioned, one has been sanctioned for an infraction of the same nature as the one intended to be sanctioned, provided that said sanction has become final during said period", likewise, for the purpose of determining recidivism as an aggravating factor, a quantum of up to 10% has been established that would be added to the proposed fine, if it is verified that the infringer is a recidivist. Regarding this, it has been verified that the Issuer is not a recidivist, as has been detailed in the Report;

30. That, with respect to the circumstances of the commission of the infraction, it must be stated that, from the verification of the information disseminated by the issuers on the Institutional Page of the SMV, it is adviced that the untimely communication of the material fact of the General Shareholders' Meeting held on December 2, 2024 in which no agreement was reached on the agenda items, a fact that they should have communicated on the same day it occurred; however, it was communicated on December 4, 2024 (with two (02) calendar days of delay).

31. That, with respect to the economic damage caused and its repercussion on the market, we must point

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