Adjunct Superintendent Resolution for Conduct Supervision No. 018-2026-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency

"Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy"

1
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Adjunct Superintendent Resolution SMV
No. 018-2026-SMV/11
Lima, April 23, 2026

Subject: To sanction Red Bicolor de Comunicaciones S.A.A. - RBC TV S.A.A. with a fine of 20 UIT for having committed one (01) very serious offense typecast in subsection 1.4 of numeral 1 of Annex I of the Sanctions Regulation

Administered: Red Bicolor de Comunicaciones S.A.A. - RBC TV S.A.A.
Subject: Sanctioning Administrative Procedure
Main Type: Subsection 1.4 of numeral 1 of Annex I of the Sanctions Regulation VERY SERIOUS OFFENSE File No.: 2025041463

The Adjunct Superintendent of Market Conduct Supervision

SEEN:

The administrative file No. 2025041463 and Report No. 1822-2025-SMV/11.2 (hereinafter, the Report), issued by the General Superintendent of Conduct Compliance (IGCC) of the Adjunct Superintendency of Market Conduct Supervision (SASCM);

CONSIDERING:

I. Function and competence of the SASCM

1. That, the administrative file No. 2025041463 contains the documentation and information regarding a sanctioning administrative 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 Securities Market Superintendency - SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSM), and in the Securities Market Law, Legislative Decree No. 861 (hereinafter, LMV); as well as by what is provided in the Sanctions Regulation approved by CONASEV Resolution No. 055-2001-EF/94.10 (hereinafter, Sanctions Regulation), in force at the time the events occurred, the Sanctions Regulation approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, New Sanctions Regulation) and in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is the specific function of the SASCM to impose sanctions in the first administrative instance for the commission of infringements whose compliance control according to its competencies corresponds to said Adjunct Superintendency. It is on the basis of that regulatory framework, and in compliance with its functions, that the SASCM must take up and resolve the present PAS, it being noted that the SASCM also has powers to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;

2. That, with respect to the present PAS, there correspond two (02) administrative instances in accordance with article 11 of the Sanctions Regulation, in force at the time the events occurred, 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 Market Conduct of the SASCM, with the exception of single-instance procedures;

II. Facts, charges and defenses of the Administered

2.1 Facts

3. That, it was determined that Red Bicolor de Comunicaciones S.A.A. - RBC TV S.A.A. (hereinafter, the Issuer or RBC) presented inaccurate information in the material event of September 6, 2022, by indicating that "as of the date DV2 is the holder of 164,790,973 Class A shares and 42,372,474 Class B shares in the Company." (Underline added), however, on that date said transfer was not registered in the accounting registry of CAVALI I.C.L.V. S.A. (hereinafter, CAVALI), that is, DV2 was not the holder of Class A and Class B shares of the company;

2.2 Charge

4. That, as a result thereof, through Letter No. 5474-2025-SMV/11.2 of October 1, 2025 (hereinafter, Charge Letter), a charge was formulated against the Issuer for having presented inaccurate information in the material event of September 6, 20221. This non-compliance is typecast in subsection 1.4, numeral 1, Annex I of the Sanctions Regulation, in force at the time the events occurred. The charge formulated was based on the following:

(i) Likewise, RBC in the referred material event communicated that, on May 3, 2016, Mr. Ricardo Martín Belmont Vallarino (hereinafter, Mr. Belmont V.) and Mrs. Lucienne Marie Belmont Vallarino (hereinafter, Mrs. Belmont V.) (jointly, Mr. and Mrs. Belmont V.), transferred their Class A and Class B shares issued by RBC in favor of the company DV2 Inversiones S.A.C. (hereinafter, DV2) through a capital increase by non-monetary contributions, according to the following detail (see Image No. 1):

Image No. 1: Extract of the Material Event of May 3, 2016

(ii) Furthermore, RBC stated in the mentioned material event (September 6, 2022) that, in exchange for said contributions, Mr. and Mrs. Belmont V. received shares issued by DV2, according to the following detail (see Image No. 2):

Image No. Extract of the Material Event of September 6, 2022

(iii) Additionally, RBC specified in the referred material event of September 6, 2022 the following: (i) the DV2 capital increase agreement was registered in Registry Part No. 13182638 of the Registry of Legal Entities of the Lima Registry Office; (ii) Mr. Belmont V. and Mrs. Belmont V. acquired 80% and 20%, respectively, of the participation in the social capital of DV2; (iii) DV2 is the holder of 164,790,973 Class A shares and 42,372,474 Class B shares issued by RBC; and, (iv) the transfer did not generate the obligation to carry out a subsequent public acquisition offer - OPA, due to the fact that, in application of the concepts of indirect ownership and control, Mr. Belmont V. maintains indirect control over RBC that he held previously to the transfer.

(iv) Through Letter EMI-667/2022 of September 14, 2022 (File No. 2022037764), the Lima Stock Exchange - BVL requested RBC to clarify and complete the information contained in the material events of September 6, 2022, indicating the mechanism through which the transfer operations were carried out, because no stock exchange operation carried out on that date with the Class A and Class B shares of RBC appeared in its records, nor in the information reported on over-the-counter operations.

(v) Likewise, in said communication, the BVL indicated the following: (i) that, in the case of securities registered in the stock exchange wheel, their negotiation can only be carried out with the intervention of a stock exchange agent company, through a stock exchange or over-the-counter operation; (ii) from the review of the material events and annual reports from 2016 to that date, it has verified that DV2 has not appeared, nor does it appear, as a shareholder in the information reported by RBC; and (iii) the information referred to the shareholding structure and transfer of shares constitutes a material event, which should have been communicated in a truthful, clear, complete and timely manner.

(vi) In response to the request made by the BVL, through a material event of September 16, 20222, RBC disseminated complementary information to that informed through material events of September 6, 2022, indicating the following: (i) that the transferors and DV2 have informed them that they were carrying out the necessary procedures in order to register said transfer in the accounting registry of CAVALI and that they will inform when said procedure has concluded; (ii) they are carrying out the necessary procedures in order to register said transfer in the CAVALI Accounting Registry and will inform when said procedure has concluded; (iii) due to the fact that the referred registration procedure is in process, as of the date no complementary acts to the transfer of shares have been carried out; and, (iv) attached a copy of the public deed of the capital increase in DV2 and of entry B00001 of Part No. 13182638, in which the referred capital increase is registered.

(vii) Subsequently, through a material event of October 27, 20223 (File No. 2022043166), RBC informed, among other things, that on October 20, 2022 it was notified by CAVALI regarding the change of ownership of the Class A and Class B shares —issued by RBC— owned by Mr. and Mrs. Belmont V. in favor of Mr. Ricardo Belmont Cassinelli (hereinafter, Mr. Belmont C).

Regarding the above, it is observed that RBC would have provided inaccurate information in the material event of September 6, 2022, related to a supposed change of ownership of the shares owned by Mr. and Mrs. Belmont V. in favor of the company DV2, when according to what was expressed by the BVL it had verified that DV2 has not appeared, nor does it appear, as a shareholder in the information reported by RBC, a situation that is also corroborated by the material event of October 27, 2022, where RBC made known to the market the change of ownership of the Class A and Class B shares —issued by RBC— owned by Mr. and Mrs. Belmont V. in favor of Mr. Ricardo Belmont Cassinelli.

1 File No. 2022036255. Link: https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={A0981483-0000-CE1A-96B5-021C89277981}

2 File No. 2022037767. Link: https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={006F4883-0000-C812-B314-BEE58611C10A}

3 File No. 2022043166. Link: https://www.smv.gob.pe/ConsultasP8/temp/HI%20COMPLEMENTARIO%20AL%2006-09-2022.pdf

2.3 Defenses

5. That, the Issuer, despite being validly notified with the Charge Letter, has not sent the corresponding defenses to the charges formulated, it being necessary to take into account that the period granted for the submission of its defenses has elapsed, since the Issuer was notified on October 2 and 22, 2025, as verified from the notification certificate on file;

6. That, through Supreme Decree No. 004-2019-JUS, the Unified Text of the General Administrative Procedure Law - Law No. 27444 (TUO of the LPAG) was approved, which contains common rules 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 establishes the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infringement, (b) The probability of detection of the infringement, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) Recidivism, for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final, (f) The circumstances of the commission of the infringement; and, (g) The existence or not of intent in the conduct of the infringer;

7. That, the charge formulated 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;

8. That, in observance of what is provided by numeral 5 of article 253 of the TUO of the LPAG, through Letter No. 014-2026-SMV/11 of January 5, 2026, the Report was sent to the Issuer, so that it may submit its statements within a period of five (05) business days of being notified; the same which have not been presented to date despite having been notified on January 6 and 7, 2026;

III. Issues to be determined

9. That, in the present PAS it corresponds to determine the following:

(i) Whether the Issuer incurred or did not incur the infringement indicated in the Charge Letter and Report.

(ii) Whether it corresponds or does not correspond to impose a sanction on the Issuer;

IV. Analysis

4.1 Applicable Normativity

10. That, article 10 of the LMV states that "All information that by provision of this law must be presented to CONASEV, to the stock exchange, to the entities responsible for the centralized mechanisms or to the investors, must be truthful, sufficient and timely. Once the information is received by said institutions, it must be made immediately available to the public."

11. That, likewise, in literal a) of numeral 3 of article 4 of the Financial Information Regulation, approved by CONASEV Resolution No. 103-1999-EF/94.10 (hereinafter, Financial Information Regulation), it states the following:

"The qualities of the financial statements are the following:
(...)
3. Reliability, for which the information must be:
a) Faithful, which represents in a reasonable manner the results and the financial situation of the company, being possible its verification through demonstrations that accredit and confirm it.
(...)
"

12. That, the non-compliance regarding the presentation of inaccurate information is typecast in subsection 1.4, numeral 1, of Annex I of the Sanctions Regulation, in force at the time the events occurred, which states that it constitutes a very serious offense: "Presenting to the SMV, to the Stock Exchange, to the Products Stock Exchange, to the entity in charge of the Centralized Mechanism, to the investor and in general to any other subject of the securities or products market, inaccurate, false or biased information; or disseminating said information in the market. The presentation or dissemination of documents whose translation does not correspond to the correct meaning of what is expressed in the original is included", which remains as a very serious offense in numeral 1.4 of subsection 1 of Annex 1 of the New Sanctions Regulation. (Underline and emphasis added);

13. That, according to article 20 of the Sanctions Regulation, in force at the time the events occurred, such infringements are sanctionable with a fine greater than fifty (50) UIT and up to seven hundred (700) UIT or exclusion from the value of the Public Registry of the Securities Market - RPMV, a sanction that is collected in article 33 of the New Sanctions Regulation;

14. That, according to what is stated in considering 2 of this Resolution, two (02) administrative instances correspond to this type of infringement, for its evaluation and resolution, the first before the Adjunct Superintendent of Conduct Supervision of the SASCM and the second and last instance before the Superintendent of the Securities Market;

4.2 Evaluation of the case

15. That, in the administrative file No. 2025041463, which contains the documentation of the present PAS, it is appreciated that through Report No. 1270-2025-SMV/11.1 of September 11, 2025 (File No. 2025040199), the General Superintendent of Conduct Supervision (hereinafter, IGSC) —organ of the Securities Market Superintendency - SMV that has within its functions and powers, 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 infringements, and remits, for its consideration, the reports of indications of infringement respective, to the IGCC—, remitted to the IGCC, the result of its evaluation, and specifically what refers to the present case;

16. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its auditing and/or supervision activity and upon concluding it with a report of indications of infringement, determine that its pronouncement or opinion on a specific topic of supervision —which even may contain a decision, such as, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it being necessary to specify that said opinion and the report of indications of infringement of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation45;

17. 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 infringement and then the IGCC which, as a result of its evaluation, formulated the Charge Letter 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 double administrative instance for the charge imputed;

18. That, as has been previously stated, the Issuer has not sent the corresponding defenses to the charge formulated —despite having been validly notified with the Charge Letter, it being necessary to take into account that the period granted for the submission of its defenses has elapsed;

19. That, it must be noted that RBC, by maintaining values registered in the RPMV, is obliged to observe and comply with the regime of communication and revelation of information in strict, regarding the presentation of periodic and eventual information in a clear, truthful, sufficient and timely manner;

20. That, the compliance with the obligation regarding the presentation of truthful, sufficient and timely eventual information by issuers of securities registered in the RPMV, is necessary for the transparency and adequate functioning of the securities market, and in that sense the transparency of the information is a protected legal good, it being necessary to note that the non-observance of said obligation affects the good functioning of this market;

21. That, in the present PAS, according to the facts described in the Charge Letter, it has been accredited that RBC infringed the regulation by presenting inaccurate information in the material event of September 6

4 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the auditing activity could conclude the following: 1) Certificate of conformity of the activity developed by the administered; 2) Recommendation of improvements or corrections of the activity developed by the administered; 3) The warning of the existence of non-compliances not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the start of a procedure with the aim of determining the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

5 «Article 9.- Preliminary investigations as a consequence of supervision actions (...)
When said organs conclude that there are sufficient indications of possible administrative infringements they remit the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to start or not a sanctioning administrative procedure. If the case arises, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infringements in the scope of the Regulation of the Participatory Financing Activity and its Managing Societies, the preliminary investigations are carried out by the General Superintendent of Investigation and Innovation, dependency that if there are sufficient indications of possible administrative infringements will determine whether it corresponds to start or not a sanctioning administrative procedure. (...)».

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