Adjunct Superintendent Resolution for Conduct Supervision No. 079-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Adjunct Superintendent Resolution SMV No. 079-2025-SMV/11 Lima, November 18, 2025 Subject: To sanction AFP INTEGRA with a (01) fine of 1.06 UIT for having committed a (01) minor infringement typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation. Administrated Entity: AFP INTEGRA Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2025029364 The Adjunct Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2025029364, containing the administrative sanctioning procedure initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against AFP Integra (hereinafter, the Issuer); as well as Report No. 1557-2025-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 Superintendent of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025029364, in order for it to issue a decision as the sanctioning body of single administrative instance, as appropriate for the type of infringement evaluated in the PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the Securities Market Superintendency – SMV established through the Unified Concorded Text of its Organic Law, Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1
   1
   (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 Organization and Functions Regulation of the Securities Market Superintendency – 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 single administrative instance, regarding the infringements whose compliance control corresponds to the referred Adjunct Superintendency. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Unified Concorded Text of its Organic Law, Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 1 (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 Organization and Functions Regulation of the Securities Market Superintendency – 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 single administrative instance, regarding the infringements whose compliance control corresponds to the referred Adjunct Superintendency. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;
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 important facts;
2.2 Charges
3. That, as a result of said evaluation, through Letter No. 3767-2025-SMV/11.2 (hereinafter, Charge Letter), the following charge was formulated to the Issuer:
From the review of the information presented in the Public Registry of the Securities Market - RPMV, it has been verified that through an important fact of January 31, 2024 (File No. 2024004356), the Issuer communicated that, in the General Shareholders' Meeting, celebrated on the same day, it approved, among other matters, to distribute dividends, setting the record date as January 31, 2024, and the delivery date for February 29, 2024.
Subsequently, on February 01, 2024, through an important fact in regularization of the important fact described in the previous paragraph, the Issuer communicated the following (see Image No. 1); Image No. 1: Important Fact of February 01, 2024

1
Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Gazette El Peruano, the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, was approved.

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml In view of the above, it is observed that through an important fact of February 01, 2024, the Issuer corrected the record date communicated to the SMV, which should have been corrected on the same day it communicated the record date (January 31, 2024), as it was a material error as reported. Consequently, the Issuer did not comply with what is established in the second paragraph of article 5 of the Cut-off Date, Record and Delivery Regulation approved through CONASEV Resolution No. 069- 2006-EF/94.10 and its amendments (hereinafter, Cut-off Date, Record and Delivery Regulation), so the important fact of February 01, 2024 would be late.
2.3 Defenses
4. That, through a document presented on July 24, 2025, the Issuer presented its defenses stating; among others, the following:
"(…) through this document, INTEGRA voluntarily and expressly recognizes the commission of the infringement subject of imputation in the Charge Letter, a recognition that is made precisely, concisely, clearly, expressly and unconditionally, as required by the referred norm.
(…)
Without prejudice to our recognition, taking into account all circumstances, including the voluntary recognition by our company and what is stated in section II of this document, we request your Superintendency to value, when evaluating whether it is appropriate to impose a sanction, the following considerations: (i) the recognition of INTEGRA on the voluntary declaration of facts, (ii) that the imputed conduct derives from an omission in the registration, and that is why INTEGRA sent another important fact via regularization immediately after identifying the error, the next immediate day of the agreement, in less than 24 hours; (iii) that no harm has been generated to investors or the market, considering the particular shareholding structure of INTEGRA and that the distribution agreement as well as the one regarding the record and delivery dates of dividends was adopted unanimously in a General Shareholders' Meeting; and (iv) the Sanction Criteria. (…) To your office, we respectfully request that you dispose of the necessary actions to APPLY THE MITIGATING FACTOR OF RECOGNITION OF RESPONSIBILITY for the infringement subject of imputation, as well as the Principle of Reasonableness in relation to the sanction criteria analyzed in this document."
5. That, through Supreme Decree No. 004-2019-JUS, the Unified Ordered 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 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 damage 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 infractor;
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 Letter No. 6371-2025-SMV/11 of November 06, 2025, the Report was sent to the Issuer so that it could formulate its allegations within the term of five (05) business days; however, despite being legally notified via the MVNet System in accordance with the MVNet Regulation, to date, it has not presented them;
III. QUESTIONS TO DETERMINE
8. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infringements indicated in the Charge Letter and Report; (ii) If it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
IMPORTANT FACTS
9. That, 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 conducting the centralized negotiation mechanism, of the important facts, including ongoing negotiations, about itself, the value and the offer that is made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to these institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be." (Underline added);
10. That, numeral 9.1 of article 9 of the Regulation of Important Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (Regulation of Important Facts), states: "The Issuer must inform its important fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (…)". (Underline added);
11. That, numeral 5.1 of article 5 of the Regulation of Important Facts states the following: "In the Annex that forms part of the present Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate to the Issuer the identification, qualification and classification of the information that could qualify as an important fact." It should be specified that the reference to Annex corresponds to Annex 1 of the mentioned regulation;
12. On this particular matter, numeral 14 of Annex 1 of the Regulation of Important Facts, states that important facts constitute:
"14. Information relative to the distribution or application of earnings of the exercise, indicating the amount and exercise to which it corresponds, and, if applicable, the dividend and/or percentage of released shares that corresponds per common and/or investment share, the number of shares benefited, as well as record date and delivery date of any value or benefit". (Underline added) In that sense, the second paragraph of article 5 of the Cut-off Date, Record and Delivery Regulation would have been contravened, which states the following:
"Article 5.- (…)
The dates and content referred to in the previous paragraph, once informed as an important fact, must not be modified or left without effect, unless it is a material error, in which case it must be corrected on the same day through a new important fact". (Underline added) Additionally, numeral 12.3 of article 12 of the Regulation of Important Facts states that the rectification of an important fact is carried out without prejudice to the responsibilities that may arise.
4.2 Evaluation of the case
13. That, in the administrative file No. 2025029364, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2173-2023-SMV/11.1 of May 30, 2024 (File No. 2024023662), the General Superintendent of Conduct Supervision (hereinafter, IGSC) – an organ of the Securities Market Superintendency – SMV that has within its functions and faculties, the supervision of the compliance of the norms applicable to issuer companies with values registered in the RPMV, evaluating the indications of possible infringements, and sends, for its consideration, the respective infringement indication reports, to the IGCC – sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
14. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with an infringement indication report, 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 – is an opinion on the merits of the matter; it must be specified that said opinion and the infringement indication report 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, the forms or modes in which the inspection activity could conclude are indicated as follows: 1) Certificate of conformity of the activity developed by the administrated entity; 2) Recommendation of improvements or corrections of the activity developed by the administrated entity; 3) The warning of the existence of non-compliances not susceptible of meriting 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 infringements, they send the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to start or not an administrative sanctioning procedure. If applicable, the General Superintendencies of

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 6 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
15. 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 emission of the present resolution, two (2) other organs or administrative instances of the SMV, functionally independent among themselves and from this Office; first the IGSC that on its opportunity reported the indications of infringement and then the IGCC that, 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, being precise to indicate that by the nature of the same, as has been indicated previously, it will be a decision of single administrative instance for the charges imputed;
16. That, as mentioned previously, through a document of July 24, 2025, the Issuer presented its defenses regarding the charges formulated against it, stating that it recognized the infringements imputed and requested that the mitigating factor of recognition of responsibility be applied to the imputed infringement.
17. That, regarding this, having the Issuer presented its defenses within the term granted for the presentation of defenses, it corresponds to indicate that the voluntary declaration of the recognition of the infringement by the Issuer is reputed as a mitigating condition of responsibility, so that when the applicable sanction is a fine, it is reduced by fifty percent (50%) if the recognition is presented within the term 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.
18. That, consequently, the conduct constitutive of the infringement subject of charges is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the proposal of sanction in attention to what is provided by the principle of reasonableness, the defenses and the sanction criteria, which will be evaluated in the section of determination of the sanction;
V. DETERMINATION OF THE SANCTION
19. That, in order to determine the possible sanction, the infringement on late communication of important 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 infringement:
"To present outside the established term, 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 negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial statements, the individual or consolidated intermediate financial statements, management report, special audit report, important facts and, annual reports." (Highlight added)
20. That, according to what is established in article 35 of the Sanctions Regulation, it corresponds that these infringements be sanctioned with an admonition or fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT.
5.1 Sanction Criteria
21. That, having determined the commission of the infringements imputed, 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 criteria for graduation of sanction: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infringement, (iv) the economic damage caused and its repercussion on the market, (v) the illicit benefit resulting from the commission of the infringement, (vi) the probability of detection of the infringement, (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 infractor;
22. That, in order to determine the sanction to be imposed on the Issuer for the non-compliance referred to the late communication of important facts, the Gradual Regime of Sanctions for late presentation of financial information, annual report and important facts (hereinafter, Gradual Regime of Sanctions), approved by SMV Resolution No. 007-2023-SMV/01, must be taken into account;
23. That, in application of the norms indicated above, it proceeds to evaluate the following:
24. That, regarding the sanction antecedents, literal a) of article 25 of the Sanctions Regulation, states that the antecedents of the infractor are the final sanctions imposed by the SMV within the four (04) years prior to the moment of the commission of the infringement to be sanctioned. Likewise, the commission of the same infringement in the year prior to the infringement 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 infracting subject has sanction antecedents", without making distinction on whether they correspond to different or same type of infractor. 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 matter, from the verification carried out in the S

Cumpliance can carry out additional inspections or investigations of the indications reported. In the case of possible infringements in the scope of the Regulation of the Participatory Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendent of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative infringements will determine whether it corresponds to start or not an administrative sanctioning procedure. (…)».

---

[RegAlert note: the English text above is a translation of the first 24,000 characters of a 33,160-character original (72% of the document). The remainder was not translated. The complete original-language text is stored with this document.]