Adjunct Superintendent Resolution N° 042-2025-SMV/11 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship. Adjunct Superintendent Resolution SMV No. 042-2025-SMV/11 Lima, July 18, 2025 Subject: Sanction REFINERIA LA PAMPILLA S.A.A. with a fine of 6 UIT, for having incurred three (3) minor infractions, type in paragraph 3.1 of numeral 3 of
Annex I of the Sanctions Regulation
Administered Entity: REFINERIA LA PAMPILLA S.A.A.
Subject: Administrative Sanctioning Procedure of single instance administrative Main Type: Paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2024048178 The Adjunct Superintendent of Supervision of Market Conduct Behaviors SEEN:
The administrative file No. 2024048178, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Intendancy of Compliance of Conducts (hereinafter, IGCC) of the Securities Market Superintendency - SMV, against Refinería La Pampilla S.A.A. (hereinafter, the Issuer), Report No. 478-2025-SMV/11.2 (hereinafter, the Report), issued by said IGCC; and after hearing the oral report carried out on May 08 2025 between the Issuer and this Adjunct Superintendency; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

That, the IGCC –instructor body of the PAS referred to
the present case has brought to the knowledge of the Adjunct Superintendency of Supervision of Conducts of Markets of the SMV (hereinafter, SASCM), the PAS contained in the administrative file No. 2024048178 with the aim that it issues decision as the sanctioning body of single instance, according to the type of infringement evaluated. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and of the sanctioning faculty of the SMV established through the Concordant Single Text of its Organic Law, Decree Law No. 26126 (here PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship. after, LOSMV), and the Ordered Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-11 (here after, TUO of the LMV); as well as 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 SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, impose sanctions in single administrative instance for the commission of infringements whose control of compliance corresponds to the aforementioned Adjunct Superintendency. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the altered situation caused by the commission of the infringement;
II. FACTS, CHARGES, DEFENSES AND ARGUMENTS
2.1 Facts
2. That, it was evaluated whether the Issuer fulfilled its obligation to
communicate material facts in a timely manner;
2.2 Charges
3. That, as a result of said evaluation, through
Letter No. 5360-2024-SMV/11.2 of November 27, 2024 (hereinafter, the Letter of Charges), the following charges were formulated against the Issuer:
Charge 1
Communicate belatedly the material fact about the oil spill in the facilities of Terminal Multiboy No. 2 of Refinería La Pampilla S.A.A. (RELAPASAA), occurred on January 15, 2022, which should have been communicated on that same day; however, it was presented belatedly on January 20, 2022 (File No. 2022002334). Charge 2 Communicate belatedly the material fact about the start of the PAS to RELAPASAA by the Environmental Evaluation and Inspection Body – OEFA, for having failed to comply with the preventive measure of identifying the zones affected by the displacement of the spilled hydrocarbon, due to unloading activities at Multiboy Terminal No. 2 of RELAPASAA, notified to its represented party on January 27, 2022, which should have been communicated on that same day; however, it was presented belatedly on February 01, 2022 (File No. 2022004259). Charge 3 Communicate belatedly the material fact about the start of the PAS to RELAPASAA by OEFA, for having failed to comply with the following preventive measures: (i) carry out cleaning actions of the soil area affected by the crude oil spill in the Cavero beach zone and other areas that could be affected, product of the unloading operations at Multiboy Terminal No. 2 of RELAPASAA, and (ii) secure the area, carry out containment and recovery of the

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

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship. hydrocarbon floating on the sea water of Ventanilla and in other areas where there is presence of hydrocarbon, product of the crude oil spill from the unloading operations at Multiboy Terminal No. 2 of RELAPASAA, notified to its represented party on February 08, 2022; which should have been communicated on that same day; however, it was presented belatedly on February 25, 2022 (File No. 2022007869).
2.3 Defenses and arguments
4. That, through writing presented on December 04, 2024, the Issuer requested from the IGCC an additional term of ten (10) days to attend
to the Letter of Charges;
5. That, through Letter No. 5520-2024-SMV/11.2 of December 06
2024, the IGCC granted the Issuer the requested term of ten (10) days additional to those already granted through the Letter of Charges for their proper attention;
6. That, through writing of January 06, 2025, the
Issuer presented the corresponding defenses to the Letter of Charges indicated previously;
7. That, in the present PAS, the Issuer through writing
of March 10, 2025, requested the use of the word in order to expose its arguments on the infringements subject of the Letter of Charges,
8. That, in attention to the request for use of word
presented by the Issuer, this was granted through Letter No. 1408-2025-SMV/11.2 of March 14, 2025;
9. That, on March 20, 2025, the
hearing for use of word was held in person, in which the Issuer made a descriptive explanation of the charges imputed before the IGCC, ratifying itself in its arguments presented in the defense writing of January 06, 2025;
10. That, in relation to the infringements imputed,
contained in the Letter of Charges, the Issuer formulates its defenses, which are detailed summarily below:

The Issuer prior to the development of its defenses on the infringements
imputed, describes the facts on which these infringements are based, indicating that the oil spill was as a consequence of the negligence of the shipping company FRATELLI, owner of the ship “Mare Doricum”, since the lack of supervision by this caused said ship to displace improperly, exceeding the capacity of the hoses and causing the breakage of the subsea distribution system; consequently, the spill of crude into the sea was negligence of FRATELLI, and not of the Issuer.
Regarding the infringements imputed, Issuer indicates the following:
A) With respect to the belated communication of the material fact about the oil spill, occurred on January 15, 2022, in the facilities of Terminal Multiboy No. 2, which should have been communicated on that same day; however, it was communicated on January 20, 2022. The Issuer indicates regarding this imputation the following: « (…) at the moment when it was informed as a material fact about the Spill, following the instruction of the SMV, it was not clear the magnitude of the same, the damage that could cause, the amount of eventual repair for the same, and to whom responsibility could be attributed and, in case the same could be attributed to the ISSUER, if that could be covered by the insurance with which our company has. Therefore, we request the Administration distinguish between the terrible fact of the Spill, which evidently we lament, and that we consider verified by negligence of third parties, as we have exposed, and the determination of whether, in a scenario of absolute uncertainty, it was possible for ISSUER to reach the conclusion that the same had the capacity of significant influence to which
article 3 of the Regulation refers.»
For this reason, the Issuer considers that «(…) it is not possible to estimate that we have failed to comply with our duty to inform material facts, since the circumstances existing at that time did not allow us to arrive at determine in a reasonable manner that such fact had the capacity of significant influence referred to in article 3 of the Regulation» Likewise, the Issuer indicates that a "Sensible Investor" knows of the importance of having relevant information before adopting an investment decision, and taking into account that the spill had not affected its operational capacity, “it was not possible to determine, in a reasonable manner that such capacity of significant influence on an eventual investment decision of a Sensible Investor was present, so we adhered to the duty indicated in numeral 6.1 of the Regulation, regarding that only we had to communicate certain fact as a material fact once we had ensured that the same had the characteristics proper of material facts.” According to the above, the Issuer indicates that it was not possible for such significant influence to exist, so it did not correspond to inform as a material fact, according to what is provided in numeral 5.2 of article 5 of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter “Regulation of Material Facts”). Complementarily, the Issuer indicates that Annex 1 of the Regulation of Material Facts, “contains a list of scenarios of an enumerative character, as expressly stated in article 5th of said regulation, that, if verified, must motivate the realization of a communication of material facts, only if they had the capacity of significant influence described in article 3rd of the regulation in question. Therefore, the Administration cannot simply consider that a given fact that is found in such relationship constitutes a material fact, if it has not previously substantiated that such fact has the capacity of significant influence referred to in article 3 of the Regulation.” On the other hand, the Issuer indicates that “the Regulation itself imposes a duty of diligence on issuers in its numeral 6.1, disposing that those must ensure that the information they communicate as a material fact effectively has the capacity of significant influence previously mentioned. Therefore, (…), issuers cannot inform material facts unless they have verified that what is intended to be informed in such quality has the capacity of significant influence established in
article 3 of the Regulation.”
Finally, the Issuer indicates that the fact that its shares are not listed nor traded on any stock exchange or market (only they are registered in the Public Registry of the Securities Market - RPMV), it was not possible to resort to the criterion of significant influence on the price, quotation or liquidity of the securities issued by the Issuer, since such concepts are not applicable to them. B) Belated communication of the material facts referred to:
(i) start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measure of identifying the zones affected by the displacement of the hydrocarbon, and (ii) the start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measures referred to carrying out cleaning, containment and recovery actions of the hydrocarbon floating on the sea of ventanilla. Regarding this matter, the Issuer indicates that the crude spill has had consequences of great complexity, among them, the generation of various actions and procedures and legal processes of different types, but that naturally not all of them can be considered as material facts, because first they must qualify as such. Likewise, the Issuer indicates that “(…) the procedures to which said imputations refer do not qualify as material facts, and thus we declare expressly at the opportunity when we informed about them using the channel of material facts attending to a mandate of the SMV. In effect, the maximum sanction of said procedures amounts to 100 UIT each one, an amount that, if imposed on us, would not represent a significant affectation to the patrimony of the Issuer, considering the magnitude of the same. In effect, according to the audited financial statements of the Issuer as of December 31, 2021, its patrimony amounted to 623.9 million dollars, while the two eventual maximum sanctions derived from such procedures amounted to (considering UIT=S/ 4,600 for 2022; exchange rate = 3.9 Soles per 1 US$ (according to SUNAT web for purposes of January 2022); and 200 UIT) to approximately 235 thousand dollars. Evidently, a detriment of US$ 235 thousand compared to a patrimony of almost US$ 624 million was not susceptible to significantly influence the investment decision of a Sensible Investor (…). Therefore, informing it in such quality would have implied a non-compliance with the duty of diligence referred to in numeral 6.1 of the Regulation.” Similarly, the Issuer indicates that according to what is provided in numeral 5.2 of article 5 of the Regulation of Material Facts, which indicates: “The scenarios of the Annex shall be communicated as material facts when they have the capacity to significantly influence as defined in articles 3 and 4 […]”, said procedures did not have the capacity of significant influence that is established in article 3 of the Regulation in question, and, therefore, they should not be informed as material facts. Finally, the Issuer considers that the communication of these facts was realized exclusively in attention to the requirement effected by the SMV, which cannot justify the imposition of an infringement according to the principles of the administrative procedure. C) With respect to what argued by the Issuer about a presumed violation to the principles of typicity, pro homine, principle of presumption of licitness, material truth, causality, and reasonableness and proportionality, prescribed in the Ordered
Single Text of the General Administrative Procedure Law – Law No. 27444 – Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG); the faculty to abstain from sanctioning of the SMV, exemptions of responsibility that the SMV must observe, and therefore, the non-configuration of infringement that gives rise in the present case to the application of sanction of fine. The Issuer indicates that the non-observance of the principles of typicity, pro homine, principle of presumption of licitness, material truth, causality, and reasonableness and proportionality, would entail the nullity of full right of the PAS initiated by the SMV, according to the following:
Principle of Typicity: The Issuer holds that only behaviors explicitly described in norms with rank of law are sanctionable, without admitting analogies or extensive interpretations.
In the specific case, the Issuer argues that the principle of typicity is not met, since the behaviors imputed do not fit into the normative scenarios established, given that regarding the first imputation, due to the complexity of the case, it was not possible to determine the relevance of the reported spill, and as for the second and third imputation, these lack the significant influence required by the norm to be considered material facts. Therefore, the Issuer considers that the infringements imputed do not strictly adjust to the normative typification, thus failing the principle of typicity and legality.
Pro Homine Principle: establishes that, in case of doubt about the application
of a norm in a sanctioning procedure, the most favorable interpretation to the administered must be chosen.
The Administration bases its imputation on the use of the channel of material facts to inform certain events, without adequately justifying their qualification. Regarding the first imputation, it is argued that the complexity of the case prevented determining in advance if the fact was material. As for the second and third imputation, it is held that the possible economic sanction does not meet the criterion of significant influence required by the norm. Furthermore, it is emphasized that there was no negligence or intention to hide information, but that the company acted based on the information available at the moment. Imposing a sanction without considering these circumstances would violate the pro homine principle, since the Administration would not be applying the most guarantee-oriented interpretation nor in accordance with the reality of the case.
Principle of Presumption of Licitness: The Issuer argues that the company
acted in accordance with the law and that sufficient evidence has not been presented to demonstrate an infringement.
In the present case, regarding the first imputation, the complexity of the case prevented determining its importance at the moment of communication. As for the second and third imputation, the information did not meet the requirements to be considered as material fact and was only reported by requirement of the SMV. It requests that the SMV recognize the lack of support in the imputations and apply the principle of presumption of licitness, avoiding sanctioning without conclusive proofs. In case of doubt, the interpretation must favor the administered and dismiss the imputations.
Principle of Material Truth and Causality: The Issuer holds that the
SMV must verify the facts in their real dimension before sanctioning and imposing responsibility only on those who, by fraud or negligence, have failed to comply with legal obligations. The SMV presupposes that the facts are material only because they were reported as such, ignoring that the company reported them by order of the SMV. Sanctioning without previously demonstrating the existence of a material fact violates the Principle of Material Truth. Since the elements required to justify the sanction are not met, it is requested to the SMV to abstain from imposing it, avoiding an unjustified damage contrary to the legal framework.
Principle of Reasonableness: The Issuer indicates that the sanctions be
proportional to the infringement, avoiding that the sanctionable behavior results more advantageous than regulatory compliance. For its application, criteria such as illicit benefit, detection, damage to public interest, economic prejudice, recidivism, circumstances of the infringement and intent must be evaluated. In this case, the Issuer did not obtain illicit benefit, did not cause damage or economic prejudice, has no antecedents or recidivism, and acted in accordance with the regulations without infringing intent. The company reported the facts by requirement of the SMV, without these meeting the conditions of material facts. Likewise, the Sanctions Regulation adds that antecedents and repercussion in the market must be considered, factors that also do not justify a sanction against the Issuer. Therefore, applying the principle of reasonableness, the SMV must value the facts with proportionality, adopting the least burdensome measure, which in this case would imply abstention from sanctioning. With respect to the argument referred to The faculty of the SMV to abstain from sanctioning, the Issuer argues that the SMV has the faculty to abstain from imposing sanctions when there is no

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría proportionality between the infraction and the imputed facts, and maintains that, in cases of minor infractions, as is the case, the SMV can decide not to sanction if it considers it the most reasonable and proportional, something that has already occurred in previous decisions. Furthermore, the Issuer indicates that
Article 24 of the Sanctions Regulation allows the SMV to refrain from
initiating a sanctioning procedure if the infraction has been corrected, and the following conditions are met: (i) the facts are of little significance, (ii) the infraction is classified as minor and (iii) absence of harm to investors. In this sense, based on the principle of reasonableness, the SMV may refrain from imposing a sanction and archive the present administrative procedure. On the other hand, regarding the argument referred to Exemptions from responsibility that the administration must observe, the Issuer points out that Article 257 of the TUO of the LPAG establishes the circumstances in which a person is exempt from responsibility for an infraction. In this case, the circumstance contemplated in letter e) is relevant, referring to the error induced by the Administration or by a confusing or illegal administrative disposition. Likewise, the Issuer points out that the information considered as a material fact was communicated by instruction of the SMV, without the Issuer considering that such information had the relevance of material facts. Consequently, the disclosure of this information does not constitute an infraction, as it was carried out in accordance with an express instruction from the SMV; in this sense, it is not possible for the SMV to impute an infraction to us for an act that it itself ordered. It should be noted that, if the existence of an infraction is maintained, the corresponding exemption from responsibility for error induced by the Administration must be applied;
11. That, the TUO of the LPAG contains common norms
for the actions of the administrative function of the State and regulates all the administrative procedures developed in the entities, including the special procedures. Likewise, paragraph 3) of Article 248 of the TUO of the LPAG, points out 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 non-existence of intent in the conduct of the offender;
12. That, the charges formulated, the defenses
presented, and the criteria regarding the graduation of the sanction have been subject of evaluation in the Report, which has been made known to the SASCM;
13. That, in observance of what is provided by paragraph
5 of Article 255 of the TUO of the LPAG, through Office No. 2124-2025-SMV/11 of April 14 of 2025, the Report was sent to the Issuer so that it presents its statements within the term of five (5) business days of notification;
14. That, regarding the Report, the Issuer presented its

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría statements, which are detailed below:
“3. Regarding the first imputation (…):
a. We consider that the Report does not adequately collect our arguments, as it maintains that we consider that the Spill is not susceptible to having a significant influence on the price, quotation or liquidity of the securities issued by our company, or on the investment decision to be adopted by a “sensible investor”. b. What we point out, on the contrary, is that even on the date when it was communicated to the market as a material fact the Spill, we did not have sufficient information that would lead us to conclude that said Spill effectively had such significant influence, given the complex circumstances present at that moment. Indeed, taking into account the criteria contained in Article 4 of the Regulation of Material Facts (…), it was not possible to determine the existence of such significant influence, which is required by Article 3 of the Regulation for a certain circumstance to qualify as a material fact:

Transcendence of the Spill in the activity of our company: It did
not affect the operations of our company.
Transcendence of the Spill in the equity, results, financial situation
of our company: It was not possible to determine what would be said impact, considering, among other aspects, that the magnitude of the Spill was not known nor the damages generated by it; that the causes of the Spill were linked to the negligence of the hydrocarbon transport company, as we explained in detail in our Defenses; that any damage attributed to the company could be covered by the insurance that the company has for these situations.
Transcendence for the general business or commercial position of
the company: Considering the causes indicated it was not possible to determine it;
Transcendence in the securities issued by the company or in the offer
of these, as well as in the price or negotiation of said securities: The company does not have listed securities, nor liquid, nor are they traded in any market, nor does the company make a public offer of said securities.
c. It must be considered that Article 6, paragraph 6.1 of the Regulation imposes
a duty of diligence on issuers, as one of its main objectives, when raising the standard of rigor of material facts, with respect to the regulation that preceded it, requiring that they have the “capacity for significant influence” mentioned above, is that the market and investors are not exposed to an enormous amount of irrelevant information, as this unduly increased the cost of the evaluation process for the purposes of the adoption of investment decisions.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Therefore, said paragraph states that issuers must “Ensure that the information communicated has the capacity to influence significantly, as defined in Articles 3 and 4 (…)”. (Underlining ours) Therefore, we request your office to consider that our company, in the opportunity when the facts occurred, and a few days after the Spill occurred, it was not possible to assure, for the reasons already explained, that the same had the capacity for significant influence required. Therefore, in compliance with the duty of diligence imposed by the Regulation, to ensure that what is reported as a material fact has the capacity for significant influence indicated, our company abstained from reporting regarding the Spill, as a material fact, prior to January 20, 2022, which is the date on which it precisely issued a Statement regarding said Spill. d. We also request that it be considered that in the Report it has not been founded, that, prior to January 20, 2022, it was possible for RELAPASAA to assure that the Spill had the capacity for significant influence indicated, as the Regulation requires. On the contrary, the Report includes assertions that we consider do not fulfill to demonstrate what is indicated, as we will see:

The Report states that it was a material fact because
our company had to: “allocate human, logistical and economic resources for the immediate attention of the disaster”.
Regarding this, allocating human, logistical and economic resources to a given fact does not prove in any way that the Spill had the capacity for significant influence in the liquidity, price or negotiation of the securities of our company or in the investment decision of a “sensible investor”.
The Report states that “RELAPASAA itself recognized the
transcendence of said spill, because through a Statement of January 20, 2022 disseminated on its corporate website and to which it refers in its defenses, it was mentioned since the accident occurred, the contingency plan was activated and a series of actions were deployed that included: i) Closure of the valves, which allowed stopping the pumping operation, ii) Allocation of a team of divers for the exploration of the underwater damage, iii) Constant monitoring, aerial, maritime and terrestrial, to evaluate the impact generated after the fact occurred, among others” Regarding this, we consider that it is precisely on that date, January 20, 2022, the date on which the fact was disseminated by the way of material facts, which is the same date on which our company disseminates said Statement, that the existence of such capacity for significant influence could be glimpsed, so that in any case it must be considered that it is on that date that the obligation to report a material fact would arise, which is what we did.

PERÚ Ministry of Economy and Finance

The Report refers to the fact that the Spill had “coverage in media
and on social networks” and that it “generated the intervention of diverse regulatory entities” as support for the existence of the capacity for significant influence mentioned above. On this particular matter, we request consideration that these elements do determine the existence of said capacity for significant influence, as confirmed by the fact that they are not found in any way contained in Article 4 of the Regulation, to which we have referred previously.
The Report seems to indicate that by maintaining that the circumstances
included in Annex 1 of the Regulation are of a referential character, as expressly indicated by the norm itself “there would be a denaturation of the purpose of the norm and even more so a permanent absence of vital and essential information for the functioning of the securities market”. Regarding this, we must point out that we do not agree with such assertion. In particular, in the cases that concern us, of a harmful event (the Spill), in the case of the first imputation, and of two sanctioning procedures, in the cases of the following imputations, a case-by-case analysis must be performed, to determine if they have the capacity for significant influence in mention and if, therefore, they qualify or not as a material fact, and this does not imply denaturing the norm if not rather fulfilling its purpose, which is that the market and investors are not “flooded” with irrelevant information.

Regarding the second and third imputations (…):
a. We notice that the Report omits to substantiate how, on the date when we were communicated about the start of said sanctioning procedures, such circumstance had the capacity for significant influence that the Regulation requires for an issuer to send a communication of material fact. Indeed, the Report makes a theoretical exposition that does not refer to any way to how the start of said sanctioning procedures has the capacity for significant influence required for material facts. Contrary to the analysis that should be performed to determine if a given circumstance should have been informed as a material fact, in the present case, the only “foundation” contained in the Report, is the final result of the sanctioning procedure in the administrative venue, which is not possible to glimpse at the start of said procedure and which in no way can be used as an argument to sanction a company for not timely revealing material facts. Therefore, such “foundation”, clearly, is not such, nor can it therefore be used validly as support for a sanction

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría in the type of infraction under analysis. On the contrary, the analysis that must be carried out is ex ante, that is, taking into account the circumstances existing at the moment when it is analyzed if the company should or should not send a material fact, and regarding this, the Report says nothing. Therefore, the Report does not fulfill to substantiate the reason for its determination of the imputation formulated. b. The report refers to our assertion, relative to the fact that the fine maximum possible in the case of said sanctioning procedures was of 100 UITs, alleging that such assertion “does not adjust to the truth” and that it cannot be used as a defense element. On this particular matter, respectfully, we must reject such assertion, as it does not refer to concrete facts, so it cannot be affirmed that it “does not adjust to the truth”, but to an interpretation of the legal framework applicable to said procedures, with which the administration may or may not agree, without considering that this may result questionable. In fact, it should be noted that our company is questioning in the judicial venue the decisions adopted by OEFA, precisely because we do not consider that they adjust to the law.
c. Even in the hypothetical case that it were valid to consider that the
final result of the sanctioning procedure determines if the start of it must be informed as a material fact, as inferred from the argumentation contained in the Report, said document omits considering why the amount of the fine imposed has the capacity for significant influence referred to in the Regulation. Indeed, the Regulation, in its Annex 1, paragraph 16, contains a quantitative reference regarding when, a patrimonial affectation can qualify as a material fact:
“16. Acquisition, alienation or restructuring of assets and/or liabilities for significant amounts, as well as relevant encumbrances on the assets and capitalization of claims. Likewise, reduction of net equity in an amount equal to or greater than 10%.” In the case that concerns us, in the first procedure, the fine imposed equates to 0.21% of the net equity of our company, given that said fine amounts to 1,087 UITs, which equates to approximately US$ 1,282,102 (UIT 2012 = S/ 4,600; exchange rate = 3.9 Soles per 1 US$); and that, according to the audited financial statements of RELAPASAA as of December 31, 2021, its equity amounted to US$ 623,925,000. In the second procedure, the fine represents approximately 1.2% of the net equity of our company, considering the same factors. Then, it is not possible that, according to the Regulation, an affectation of the net equity of our company of 9%, for example,

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría does not qualify as a material fact, and the mere possibility that we be fined, which affects our equity by 0.21% and 1.2%, does qualify as a material fact. Clearly, such application of the norm is inconsistent. Therefore, starting from the premise that legally only the circumstances existing at the start of the procedure should be considered to verify the occurrence of a material fact, there is no factual element (and the Report does not demonstrate the contrary) that leads us to conclude that the start of the two administrative sanctioning procedures qualifies as a material fact.
5. Likewise, we respectfully ratify that the following principles are being violated: (i) Principle of Typicity, as our conduct is not in the
fact circumstance of the typified infraction, since we are not facing material facts, as we have substantiated; (ii) Principle Pro Homine, as the most burdensome interpretation for the administered is being applied; (iii) Principle of Presumption of Lawfulness, as being possible to adopt an interpretation favorable to the administered, the contrary is adopted; and (iv) Principle of Material Truth, given that the facts of the case do not correspond with the conduct that is imputed to us.
6. On the other hand, we must point out that we do not agree with the assertion
contained in the Report regarding that the administration could not abstain from sanctioning given that we are facing an “unsanctionable” conduct. Regarding this, we must clarify that the regulation that empowers the Superintendence to abstain from initiating a sanctioning procedure does not include such element among its requirements.
7. Furthermore, in the hypothetical case that it is considered that we have incurred in the
infractions that are imputed to us, we respectfully reiterate that we would be in any case before the exemption from responsibility consisting of “error induced by the Administration or by confusing administrative disposition”, contemplated in letter e) of Article 257 of the TUO LPAG, since the only reason why we communicated as a material fact the facts linked with the Spill was because the Superintendence so required us and, in said communication, we left express record that, under our understanding, these facts do not qualify as material facts. Under this premise, this situation cannot be used by the Superintendence to sustain that RELAPASAA recognized that the facts linked with the Spill qualified as material facts. On the other hand, the Regulation states that affectations to the net equity of the companies can qualify as a material fact if they exceed 10% of the same. Nevertheless, in this case we are sanctioned for the mere possibility of suffering affectations much lower to such percentage, as we have explained.
8. Finally, we request that, in the hypothetical case that it is determined that
we have incurred in the infractions that are imputed to us, the sanction that is imposed on us be that of reprimand, based on the application of Article 6 of the Gradual Sanctioning Regime (…), which is the most favorable norm for said effect, which establishes that said type of sanction is possible when the following factors are met:

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría a. When the affectation to transparency in the market is minimal. b. The infraction committed has not caused concrete harm to the investors or associates;
c. The offending 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 offending subject is not a recidivist; e. The offender has not obtained benefits from his administrative infraction; and, f. It has not been accredited that the offender acted with intent in the commission of the infraction. As can be read from the Report, in the present case all the elements indicated are met, for each of the typified infractions. Thus, regarding the affectation to transparency, the Report, in its section V, paragraph 7, refers to the fact that the transparency of the securities market is the protected public interest, and regarding this it recognizes: “no gravity of damage to the protected public interest is evidenced”; which is consistent with the fact that we refer to an infraction for late delivery of information to the market, in one case (first imputation), of information communicated as soon as its relevance could be glimpsed, and in the other two (second and third imputation), regarding the start of administrative procedures of uncertain result, whose sanction was not susceptible to affect the equity of the company in a significant manner, according to the parameters fixed by the Regulation itself, as we have explained. With regard to the fact that no concrete harm has been caused to investors, the Report recognizes in the same section, paragraph 4, that “it has not been evidenced that there has been a quantifiable harm, understood as an economic damage caused to one or several investors”. Regarding the antecedents of our company, the Report recognizes, in said section, paragraph 1. that: “RELAPASAA does not have sanctioning antecedents”. With reference to the possibility of recidivism of our company, the Report, in the section indicated, paragraph 2, recognizes: “there is no recidivism on the part of RELAPASAA regarding the infraction referred to the late presentation of material facts”. With regard to the possibility of receipt of benefits by our company, we refer to what is indicated in the Report, in the section mentioned, paragraph 5, regarding that: “there are not sufficient elements to indicate that RELAPASAA obtained an illegal benefit as a consequence of the commission of the infractions under evaluation”. Finally, with regard to the possibility of intent in the conduct of our company, the Report recognizes: “there are not sufficient elements to indicate that RELAPASAA acted with intent in the commission of the infractions, so this criterion would not have been configured”.

PERÚ Ministry of Economy and Finance

Confirmed that in this case the prerequisites for applying the sanction of reprimand are met, we request that, if it is decided to sanction, in accordance with the Principles of Administrative Law invoked in the present procedure, said sanction be imposed.

Without prejudice to the foregoing, in the hypothetical case that the indicated sanction of reprimand is not applied to us, the determination of the fine amount must be based on the Criteria applicable to the administrative sanctioning procedure for non-compliance with the regulations governing the submission of periodic or occasional information, approved by SMV Resolution No. 006-2012-SMV/01, in force at the time of the alleged commission of the infractions, as it is the most favorable regulation in this regard.”

That, likewise, in the briefs presented by the Issuer regarding the Report, this requests the right to speak before the SASCM;
That, attending the request by the Issuer, through Office No. 2446-2025-SMV/11 of April 28, 2025, the right to speak was scheduled for May 08, 2025;
That, through a document dated May 02, 2025, the Issuer appointed its representative for the right to speak;
That, on May 08, 2025, at the offices of the SMV, the right to speak was carried out by the Issuer's representative so that they could expose their arguments regarding the charges imputed, as recorded in the ACTA CONSTANCIA ON THE EXERCISE OF THE RIGHT TO SPEAK IN ADMINISTRATIVE SANCTIONING PROCEDURE FILE No. 2024048178 which is part of the PAS file before this Deputy Superintendency. The arguments presented by the Issuer reiterate the grounds contained in their brief;

III. MATTERS TO BE DETERMINED

That, in the present PAS, it corresponds to determine the following:
(i) Whether the Issuer incurred or did not incur the infractions indicated in the Office of Charges and Report.
(ii) Whether it corresponds or does not correspond to sanction the Issuer;

IV. ANALYSIS

4.1 Applicable Normativity

Article 30 of the TUO of the LMV states: “The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, where applicable, the respective stock exchange or entity responsible for conducting the centralized trading mechanism, of important events, including ongoing negotiations, regarding itself, the security, and the offer made thereof, as well as to disclose such events in a truthful, sufficient, and timely manner. The information must be provided to said institutions and disclosed as soon as the event occurs or the issuer takes knowledge of it, as the case may be. The importance of an event is measured by the influence it may exert on a reasonable investor

PERÚ Ministry of Economy and Finance

In that same sense, the Issuer would have failed to comply with numeral 9.1 of Article 9 of the Regulation of Material Facts and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Material Facts), which establishes the following:
“Article 9.- Opportunity to inform of material events
9.1. The Issuer must inform of its material event as soon as such event occurs or the Issuer takes knowledge of it, and in no case later than the day it occurred or was known (…)”;
Regarding this, Articles 3 and 4 of the Regulation of Material Facts state the following:
“Article 3.- Definition of material event
A material event is any act, decision, agreement, event, ongoing negotiation, or information referred to the Issuer, its securities, or its businesses that has the capacity to significantly influence:
3.1. The decision of a reasonable investor to buy, sell, or hold a security; or,
3.2. The liquidity, price, or quotation of the issued securities.
Likewise, it comprises information of the Issuer's economic group that the Issuer knows or reasonably should know, and that has the capacity to significantly influence the Issuer or its securities, as stated in the present Regulation.”

“Article 4.- Criteria to determine the capacity for significant influence of information To evaluate the capacity for significant influence of the information and its possible qualification as a material event, the Issuer must consider the transcendence of the act, agreement, event, ongoing negotiation, decision, or set of circumstances in its activity, assets, results, financial situation, or general business or commercial position; or in its securities or the offer thereof; as well as in the price or negotiation of its securities.”;

That, likewise, numeral 9.2 of Article 9 of the Regulation of Material Facts establishes the following:
“Article 9.- Opportunity to inform of material events (…)
9.2. It is presumed that an Issuer has knowledge of a material event referred to it when said event originates in its own organization or controlling shareholder; when it is communicated or informed of the occurrence of the event or is an event that has been publicly disclosed or disseminated. Additionally, it is considered that an Issuer has knowledge of a material event referred to it that originates in the controlling entity of its economic group, when there are reasonable indications that its main officials have taken knowledge of the event or if the Issuer reasonably could have known it.

PERÚ Ministry of Economy and Finance

That, numeral 5.1 of Article 5 of the Regulation of Material Facts and the last paragraph state the following:
“5.1. In the Annex that forms part of this Regulation, an enumerative list of events, acts, agreements, and decisions is included, which aims to facilitate the Issuer's identification, qualification, and classification of information that could qualify as a material event (…) Any reference to Annex in this article shall be understood as referring to Annex 1”;
That, according to numerals 33 and 35 of Annex 1 of the Regulation of Material Facts, the following may qualify as material events:
“33. Initiation and final result of judicial or arbitral processes and administrative procedures that may affect the assets or businesses and activities of the Issuer.” “35. Information relating to socio-environmental impacts linked to the operations developed by the company and that may affect its sustainability.”;
That, for the purpose of determining the possible sanction for the infractions determined in the Office of Charges, these are typified in clause 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: “To submit outside the established deadline, 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 individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports.”;
That, according to Article 35 of the Sanctions Regulation, such infraction is sanctionable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

4.2 Evaluation of the case

That, in administrative file No. 2024048178, which contains the documentation of the present PAS, it is appreciated that through Report No. 1418-2023-SMV/11.1 of November 02, 2023 (File No. 2023043835), the General Superintendency of Conduct Supervision (hereinafter, IGSC) —the organ of the SMV that has within its functions and powers the supervision of compliance with the norms applicable to companies with securities registered in the RPMV, evaluating indications of possible infractions, and remits, for its consideration, the respective reports of indications of infractions, to the IGCC—, remitted to the IGCC, the result of its evaluation, and specifically what refers to the present case;
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 a report of indications of infraction, determine that its

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
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 authorship pronouncement or opinion on a specific supervision topic —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 report of indications of infraction of the IGSC are not binding for the IGCC, as established in the second paragraph of Article 9 of the Sanctions Regulation 23 ;

That, in this way, it is had that in the evaluation of the facts related to the present PAS, two (2) other administrative organs of the SMV have intervened and participated previously to the issuance of this Resolution, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indication 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, it will be a decision of single administrative instance;
That, with regard to the defense arguments presented by the Issuer, in their defenses and briefs, it corresponds to indicate the following:
A) With regard to the late communication of the material event regarding the oil spill, which occurred on January 15, 2022, at the facilities of Terminal Multiboyas No. 2, which should have been communicated on the same day; however, it was communicated on January 20, 2022. In relation to the late communication of the material event referred to the oil spill that occurred on January 15, 2022, in which, according to what was stated by the Issuer, there was no certainty of the magnitude of the damage; it corresponds to indicate that, to determine if an event constitutes a material event, it is fundamental to evaluate its capacity to generate a significant influence on the decisions of a reasonable investor, this in concordance with the TUO of the LMV and the Regulation of Material Facts.

2 In Article 245 of the TUO of the LPAG, the following forms or modes in which the inspection activity could conclude are indicated: 1) Certificate of conformity of the activity developed by the regulated party; 2) Recommendation of improvements or corrections of the activity developed by the regulated party; 3) The warning of the existence of non-compliances not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the initiation 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. “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 Superintendencies of Compliance, which determine whether or not to initiate an administrative sanctioning 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 infractions in the scope of the Regulation of the Participatory Financing Activity and its Managing Companies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether or not to initiate an administrative sanctioning procedure.”

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
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 authorship Considering what was exposed previously, it must be highlighted that the oil spill that occurred on January 15, 2022 4 was not an event of minor relevance, a fact that was public knowledge, and that entailed for the Issuer to allocate human, logistical, and economic resources for the immediate attention of the effects of the spill. The Issuer itself recognized the transcendence of the facts, by disseminating on its corporate website the Communication of January 20, 2022, to which it refers in its defenses, and where it states that since the accident occurred, the contingency plan was activated and a series of actions were deployed that included: i) closing of the valves, which allowed stopping the pumping operation, ii) allocation of a team of divers for the exploration of underwater damage, iii) constant monitoring, aerial, maritime, and terrestrial, to evaluate the impact generated after the fact occurred, among others (See Image No. 1), as well as ratifies its commitment to continue mitigating the effects of the spill. Image No. 1: Communication of January 20, 2022 disseminated by the Issuer

https://www.repsol.pe/es/sala-prensa/notas-de-prensa/2022/enero/notas-de-prensa20/index.cshtml

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
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 authorship In addition to the above, the oil spill that occurred on January 15, 2022, had coverage in the media on the same day, as well as the following days 5 and social networks, due to its magnitude; likewise, it generated the intervention of various regulatory entities of the country 6 7 , due to its scale and possible socio-environmental impact, so it is striking that the Issuer states that it did not have certainty that said event could or could not be qualified as a material event. It is worth specifying that, the Regulation of Material Facts establishes the obligation to communicate material events on the day of their occurrence, which imposes on issuers the need to foresee and have adequate internal procedures that allow them to comply with the legal deadline established; however, numeral 5.35 of Article 5 of the Regulation of Material Facts states that the “Issuer must act diligently to communicate its material events, and in case of doubt about whether information qualifies as a material event, it must opt to reveal it as such” (Underline added). In that sense, if the Issuer had doubt about whether said fact qualified or not as a material event, it should have opted to reveal that information. By virtue of what has been exposed, it is considered that the oil spill that occurred on January 15, 2022, met the condition to be qualified as a Material Event since it had the capacity to significantly influence the market in the terms of Articles 3 and 4 of the Regulation of Material Facts, therefore, the SMV in compliance with its functions, through Office No. 238-2022-SMV/11.1, required the Issuer to comply with “Inform about the socio-environmental impact from the oil spill at the Issuer's Terminal Multiboyas No. 2 that occurred on January 15, 2022 8 , as well as its repercussion on the issuer's activities”, among other topics, and through the corresponding route for the «Material Events» of the MVNet System. Consequently, it is concluded that the Issuer failed to comply with what is established in Article 30 of the TUO of the LMV and numeral 9.1 of Article 9 of the Regulation of Material Facts. On the other hand, with regard to the Issuer's argument referring to the facts described in the Annex of the Regulation of Material Facts cannot constitute a material event, if it has not been previously substantiated that such fact has the capacity for significant influence; it corresponds to indicate that the referred Annex is an enumerative list, and serves essentially as a reference so that issuers can identify and communicate immediately, facts,

5 https://gestion.pe/peru/aves-marinas-mueren-de-hambre-o-por-intoxicacion-tras-derrame-de-crudo-enperu-noticia/ 6 https://elcomercio.pe/lima/sucesos/derrame-de-petroleo-en-el-mar-osinergmin-ordena-paralizacion-deactividades-en-terminal-n2-de-la-refineria-la-pampilla-ventanilla-playas-repsol-nndc-noticia/?ref=ecr

7 https://elperuano.pe/noticia/137659-oefa-dicta-medidas-administrativas-contra-refineria-la-pampilla-yestablece-plazos-para-su-ejecucion 8 Annex 1 of the HI Regulation:
«35. Information relating to socio-environmental impacts linked to the operations that the company develops and that may affect its sustainability.».

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
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 authorship acts, agreements, and decisions that can be classified as material events. Although Article 3 defines that a material event is one that has the capacity to significantly influence the issuer or its securities, according to Article 4 of the same Regulation, it is specified that to evaluate the capacity for significant influence, the issuer must take into account the transcendence of the fact in its activity, assets, results, financial situation, or business or commercial position. In that framework, according to an integrative reading of Articles 3, 4, and 5 of the Regulation of Material Facts and in accordance with the principles and legal goods that securities market regulations protect, such as the transparency of the securities market and the protection of investors, it is observed that the scenarios detailed in the Annex of the Regulation of Material Facts (fact, act, agreement, or negotiation) have the capacity to significantly influence an issuer or its securities. It is also opportune to mention and it must be established that some of these scenarios contained in the Annex have content in a quantitative sense, while others have a scope or qualitative content. According to the above, taking as a valid argument that the Annex of the Regulation of Material Facts only constitutes an enumerative and referential list, is to empty of content the essential nature of communicating material events to the market, more so when according to numeral 5.2 of Article 5 of the Regulation of Material Facts, the scenarios of the Annex must be communicated as material events when they have the capacity to significantly influence as defined in Articles 3 and 4 of the referred Regulation. In the present PAS, the oil spill is not only included in the scenario of numeral 35 of the Annex of the Regulation of Material Facts but, as has been stated, it meets the definition of Articles 3 and 4 of the Regulation of Material Facts. Regarding this charge, regarding the late communication of the material event about the oil spill, which occurred on January 15, 2022, at the facilities of Terminal Multiboyas No. 2, the same is expressly detailed in a specific scenario contained in numeral 35 of the Annex of the Regulation of Material Facts “(…) 35. Information relating to socio-environmental impacts linked to the operations that the company develops and that may affect its sustainability. (…)”. This information, according to the analysis carried out, meets Articles 3 and 4 of the Regulation of Material Facts since such fact had the capacity for significant influence on the issuer or its securities since the oil spill occurred. In effect, the Issuer, considering the magnitude and importance of said spill, proceeded to carry out various activities complying with its contingency plan as
it was informed in its Communication of January 20, 2022. In said communication, as has been mentioned, the Issuer specified various actions that it carried out since the same day of the spill, which evidenced that such fact had sufficient capacity to influence the Issuer and its securities. Furthermore, from the existence of publicly available information from the media

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 communication and of the intervention of government entities such as the Ministry of Environment (Minam), the Environmental Evaluation and Control Agency (OEFA) and the National Service of Natural Protected Areas by the State (Sernanp) in the event of an oil spill, as already pointed out. In this sense, it is reiterated that the obligation to inform the securities market constitutes one of the pillars of market transparency, since it contributes to adequate price formation and to an investment decision based on the information that is published and that is accessible to investors. With regard to the argument presented by the Issuer referring to the fact that its shares are not listed or traded on the stock exchange or in any market; it is necessary to indicate that although the Issuer's securities do not currently trade or negotiate in the stock exchange wheel, it must be taken into account that its securities are registered in the RPMV, therefore, it must observe and comply with the regime of communication and information disclosure 9 regarding the timely communication of material events. Consequently, the administrative responsibility of the Issuer is established, so it is necessary to evaluate the circumstances of the infractions to determine the applicable sanction. B) Late communication of the material events referred to: (i) start of the administrative sanctioning procedure by OEFA against RELAPASAA for having failed to comply with the preventive measure to identify the zones affected by the displacement of the hydrocarbon, and (ii) the start of the administrative sanctioning procedure by OEFA against RELAPASAA for having failed to comply with the preventive measures referred to carrying out cleaning, containment and recovery actions of the hydrocarbon floating on the sea of Ventanilla. Regarding these breaches, the Issuer indicates that the start of the administrative sanctioning procedures mentioned do not qualify as a material event, because it does not constitute information that had the capacity to influence the market, to the extent that the maximum amount sanctionable for each of the referenced procedures is 100 UIT, which does not constitute an amount that may affect the assets, business or activities of the Issuer. On this matter, it is necessary to indicate that to evaluate whether an event has the sufficient materiality to constitute a material event, that is, to weigh its capacity to generate a significant influence both on the decisions of a reasonable investor and the price or liquidity of the securities, it would have to be taken into account two types of elements: (i) quantitative, related to its impact economic on the assets, results and financial situation of the issuer; and (ii) qualitative, which, although they cannot be
expressed numerically, are relevant for the business or commercial position of the issuer, promoting

9 Material Events Regulation, approved by SMV Resolution No. 005-2014-SMV/01:
"Article 1.- Purpose
Establish the regime of communication and disclosure of material events and reserved information that must be observed by obligated persons in accordance with the Securities Market Law and its regulatory norms, in order to protect investors and promote efficient and transparent markets."

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 better practices in transparency and information disclosure in the securities market. By way of illustration, Accounting Bulletin No. 99 of the Securities Exchange Commission (SEC Staff Accounting Bulletin No. 99 – Materiality 10) establishes that materiality must be evaluated considering both the quantitative aspects and qualitative aspects of an event to determine if its disclosure is appropriate. In line with this, the decisions of American courts cited in the aforementioned bulletin, SEC rules, its enforcement actions, and accounting and auditing literature have recognized the importance of qualitative factors in various contexts, without limiting themselves exclusively to the appreciation of quantitative elements. Although what is expressed in the previous paragraph serves as a reference within a concept of information transparency, it is important to highlight that the late communication of any material event can have a significant impact from a qualitative perspective, even if it does not necessarily have it from a quantitative point of view. In the present PAS, it has been observed that the infraction imputed to the Issuer, referred to the late communication of a material event regarding the start of the PAS by OEFA for having failed to comply with the preventive measure that required identifying the zones affected by the displacement of the spilled hydrocarbon during the unloading activities at Terminal Multiboyas No. 2; said procedure was resolved by OEFA through Directorial Resolution No. 1017- 2022-OEFA/DFAI, issued on July 11, 2022, in which the administrative responsibility of the Issuer was declared for the mentioned infraconduct, imposing a fine of 1,087.933 UIT. Although this resolution was appealed, it is considered that, at the time, this sanction had a significant impact, according to what is stipulated in Article 3 of the Material Events Regulation. Likewise, the infraction related to the late communication of the material event regarding the start of the PAS by OEFA for non-compliance with the preventive measures referred to carrying out cleaning, containment and recovery actions of the floating hydrocarbon in the sea of Ventanilla; said procedure was resolved through Directorial Resolution No. 1740-2022- OEFA/DFAI, of October 27, 2022, in which the administrative responsibility of the Issuer was declared, imposing a fine of 6,340.082 UIT. Although also appealed, this resolution was confirmed by Resolution No. 411-2024- OEFA/TFA-SE, which, not only represents a qualitative and quantitative impact on the Issuer, but the event in question has the capacity to influence in a significant manner the market and its assets, as established in
Article 3 of the Material Events Regulation, because having confirmed
the fine sanction imposed by OEFA on the Issuer, the imposition of the fine not only generates qualitative or quantitative impacts on the financial part of the Issuer, but also, a reputational harm and in the sustainability variables inherent to the hydrocarbon business in which the Issuer participates. In view of the above, the argument of the Issuer referred to the fact that each sanctioning procedure initiated by OEFA would be sanctioned with a maximum fine of 100 UIT, it is necessary to indicate that the fines imposed by OEFA in

10 SEC Staff Accounting Bulletin: No. 99 – Materiality. Available on web:
https://www.sec.gov/interps/account/sab99.htm Note: Free translation.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 both PAS have been material according to what was evaluated above, so both procedures had to be reported as a material event. According to the above, the qualitative and quantitative elements of their materiality are supported in the points exposed above, which allows conclude that the late communication of these material events does have the capacity to significantly influence the investment decisions of a reasonable investor or in the price or liquidity of the securities. Consequently, the start of the two (2) administrative sanctioning procedures by the OEFA did imply an impact on the assets of the Issuer, and had an impact on the transparency and integrity of the securities market, affecting its reputation, business and activities. For the reasons stated, from the late communication of the material events subject to evaluation, it is concluded that the Issuer failed to comply with what is provided in
Article 30 of the Single Text of the LMV and numeral 9.1 of Article 9 of the Regulation
of Material Events.
According to the above, the argument of the Issuer does not justify its non-compliance nor refutes the charges formulated, since it had the obligation to report these events immediately as a material event to avoid information asymmetries and guarantee market transparency. Therefore, the administrative responsibility of the Issuer is established, and it is necessary to determine the sanction to impose according to the sanction criteria. C) With regard to what was argued by RELAPASAA about a supposed violation of the principles of typicity, pro homine, principle of presumption of licitness, material truth, causality, and reasonableness and proportionality, prescribed in the Single Text of the General Administrative Procedure Law – Law No. 27444 – Supreme Decree No. 004-2019-JUS (TUO of the LPAG); the faculty to abstain from sanctioning by the SMV, exonerating circumstances that the SMV must observe, and therefore, the non configuration of an infraction that gives rise in the present case to the application of a fine sanction With regard to the principle of typicity, regulated in numeral 46 of Article 246 of the TUO of the LPAG, it is necessary to indicate that from the review of the infraction types contained in the Sanctions Regulation, it is evident that there is an express norm describing the essential elements of each of the infraconducts, so what is expressed by the Issuer lacks support, since no analogies or extensive interpretations are being made on the infraction types imputed. Regarding the application of the pro homine principle, it is necessary to indicate that in this principle it is not applicable because the imputed infractions have been duly proven, protect a public interest and there is no ambiguity in the norm that allows a more favorable interpretation in favor of the Issuer, since the objective of the norm is to guarantee the transparency and security of the market, and not favor individually whoever fails to comply with an obligation. Regarding the principle of presumption of licitness contained in numeral 9 of
Article 230 of the TUO of the LPAG, which establishes that the entities
administrative, such as the SMV, must presume that the regulated parties have acted

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 in accordance with their duties unless there is evidence to the contrary. In the present case, from the review of the SMV's control systems, the conduct constitutive of the infraction has been accredited, thus overturning the presumption of licitness of the Issuer, in strict compliance with the other principles of the potest administrative sanctioning referred to in Article 248 of the TUO of the LPAG. Likewise, regarding the principle of material truth, it has been fulfilled to verify fully the facts subject to evaluation in the present PAS, which includes the circumstances of the commission of the infraction and the evaluation of the information that the Issuer refers to in its defenses, that is, the non-compliance has been verified with the legal deadline established in the regulations of the matter, in consequence, a situation contrary to this verified fact cannot be presumed. With regard to the principle of reasonableness, it must be taken into account that having determined the administrative responsibility of the Issuer, it will be necessary to determine the applicable sanction, evaluating whether it is more beneficial to apply the Criteria applicable to the PAS for non-compliance with the norms regulating the remittance of periodic or eventual information, approved by SMV Resolution No. 006-2012-SMV/01, in force at the time of the commission of the infractions (hereinafter, Old Sanction Criteria), or the Regime of Graduality of Sanctions for late submission of financial information, annual report and material events (hereinafter, New Regime of Graduality of Sanctions), which determine in an objective manner the quantification of the sanction corresponding to this type of infractions for each conduct in which the issuer with securities registered in the RPMV incurs. With regard to the argument of the Issuer referred to the faculty of the SMV to abstain from sanctioning, according to what is provided in Article 24 of the Regulation of Sanctions; it is necessary to point out that the present PAS is based on the fact that the Issuer has communicated the events subject to charges late outside the legal deadline established, which is an unsanctionable conduct according to Article 28 of the Sanctions Regulation. "Article 28.- CASES IN WHICH SUBSANATION DOES NOT APPLY AS AN EXONERATING CIRCUMSTANCE OF RESPONSIBILITY Subsanation prior to the notification of the charge imputation is not considered as an exonerating circumstance of responsibility, when a communication requesting compliance with the obligation had been issued. They are not subject to subsanation for the purposes of what is provided in literal f) of
Article 27: (...)
c) The late or incomplete submission, or the non-submission of material events, financial information and annual reports. (...)" Consequently, according to the aforementioned norm, it is not correct the assertion of the Issuer when it states that the SMV abstains from the imposition of a sanction, and archives the present PAS, since the communication late communication of material events subject to evaluation is unsanctionable. With regard to the argument of the Issuer referred to the fact that it could be applicable the exonerating circumstance consisting of error induced by provision

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 confusing administrative disposition, contemplated in subsection e) of Article 257 of the TUO of the LPAG; it is necessary to indicate that the charge is not for non-compliance with a requirement of the SMV, but for not communicating a material event in a timely manner upon the occurrence of the event, for which the Regulation of Material Events applies, and it is incumbent on the Issuer to carry out the evaluation according to the aforementioned regulation to communicate material events. Therefore, this exonerating circumstance would not be applicable, because the obligation to communicate material events falls on the Issuer, as issuer of securities registered in the RPMV, if it does not carry out the communication in the established deadline, they cannot be exempted from responsibility alleging confusion "by confusing administrative disposition". It is opportune to indicate that the obligation to communicate material events is designed to protect public interests, guarantee transparency and ensure confidence in the securities market, so that allowing that the exonerating circumstance of subsection e) applies in these cases could violate the principles of the PAS. In conclusion, the exonerating circumstance contemplated in subsection e) of
Article 257 of the TUO of the LPAG is not applicable in cases of infractions for
not communicating material events in a timely manner, due to the direct responsibility of the obligated party, and for the need to preserve transparency and public interest. Having evaluated each of the Issuer's defense arguments, which are detailed above, the conduct constitutive of the infraction has been accredited, by not communicating in a timely manner the material events subject to evaluation; consequently, the administrative responsibility of the Issuer is determined in the present PAS and it is necessary to determine the applicable sanction;
V. DETERMINATION OF THE SANCTION
32. That, with regard to the late communication
of material events, the existence of administrative responsibility has been determined by the Issuer, for the commission of an infraction typified in the subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "Submit outside the established deadline, or do so 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 information, the individual or consolidated interim financial statements, management report, special audit report, material events and, annual reports." (Underline added);
33. That, according to Article 35 of the Regulation
of Sanctions, such infractions are sanctionable with a warning or fine not less than one (1) UIT and up to twenty-five (25) UIT;
34. That, having determined the commission of the
infractions imputed, it is necessary to evaluate the sanction in accordance with Article 25 of the Sanctions Regulation, in this sense, it proceeds to analyze: (i) the

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
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 sanctioning antecedents of the Issuer; (ii) recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution that sanctioned the first infraction became final; (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 severity of the damage to the public interest and/or legal good protected; and, (viii) the existence or non-existence of intent in the conduct of the offender, in concordance with what is provided by numeral 3) of Article 248 of the TUO of the LPAG and Article 344 of the TUO of the LMV;
35. That, in addition to the previously cited norms,
regarding the late communication of material events, the Old Sanction Criteria or the New Regime of Graduality of Sanctions will be taken into consideration, whose Article 4 provided for its validity from January 01, 2024; and in
Article 2 of the aforementioned Resolution, the Sanction Criteria are repealed;
36. That, in view of the above and considering that the
norm has been modified during the processing of the present PAS, it is necessary to analyze if in the present case the provisions of the New Regime of Graduality of Sanctions should be applied by virtue of the Principle of Favorable Retroactivity, established in numeral 5 of Article 248 of the TUO of the LPAG, which states that: "(...) the sanctioning provisions in force at the time the regulated party incurs in the conduct to be sanctioned are applicable, unless the subsequent ones are more favorable to them";
37. That, with regard to the severity of the damage to the public
interest and/or legal good protected, it must be indicated that the timely presentation of the eventual information by the 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 severity of the damage to the public interest is evident, the non-compliance with the obligation to inform the market the material events within the deadline limits on the part of the issuers affects the transparency of the market, which is considered a protected legal good;
38. That, with regard to the antecedents of the offender,
Article 25 of the Sanctions Regulation establishes that the antecedents of the
offender are the sanctions imposed on him by the SMV and that became final within four (4) 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 an antecedent. In application of this criterion, it has been verified that the Issuer has no sanctioning antecedents, according to what was evaluated in the Report;
39. That, with regard to recidivism for the commission
of the same infraction, subsection b) of Article 25 of the Sanctions Regulation establishes that it takes into account that final sanction imposed by the SMV within the period of one (1) year prior to the commission of the infraction to be sanctioned. Regarding this, it has been verified that there is no recidivism on the part of the Issuer with regard to the infraction referred to the late submission of material events, according to what was evaluated in the Report;
40. That, with regard to the circumstances of the

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship

commission of the offense, we must point out that from the verification of the information disseminated by the Issuer on the Institutional Page of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation, the following is noted:
(i) The oil spill at the facilities of the Multibuoys Terminal No. 2 occurred on January 15, 2022, however, it was communicated on January 20, 2022 at the request of the SMV, that is, with five (5) calendar days of delay. (ii) The start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measure to identify the zones affected by the displacement of the hydrocarbon that was notified on January 27, 2022; however, it was communicated on February 01, 2022, at the request of the SMV, that is, it was communicated with five (5) calendar days of delay. (iii) The start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measures referred to carrying out cleaning, containment and recovery actions of the floating hydrocarbon in the sea of Ventanilla, which was notified on February 08, 2022; however, it was communicated on February 25, 2022, at the request of the SMV, that is, it was communicated with seventeen (17) calendar days of delay;

That, with regard to the economic damage caused
and repercussion in the market, it must be noted that it has not been evidenced that there has been a quantifiable damage, understood as an economic damage occasioned to one or more investors;
That, with regard to the illicit benefit resulting from
the commission of the offense, in the present case, there are no elements sufficient to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infractions under evaluation;
That, with regard to the probability of detection
of the offense, it must be noted that the failure to present timely information periodic or eventual is verified through internal control systems, so that the probability of detection is high;
That, with regard to the existence or not of
intent in the conduct of the offender, it can be pointed out that there are no elements sufficient to indicate that the Issuer acted with intent in the commission of the infractions, so this criterion would not have been configured. However, it is necessary to indicate that despite there being no indications to suggest that the Issuer acted with intent, it can be affirmed that the conduct of the Issuer was negligent, by not having acted with the diligence required before obligations already known in its condition as an issuer with securities registered in the RPMV;

Evaluation of the Principle of Favorable Retroactivity and Proposal of Sanction

That, in application of the principle of retroactivity
benign, indicated in paragraph 5 of article 248 of the TUO of the LPAG, by which it is possible to apply subsequent sanctioning norms to the commission of the offense always that benefit the administrator, we will proceed to grade the sanction that corresponds having into account the Old Sanctioning Criteria and also the New Regime of Graduality of Sanctions. Once the fines are calculated, we will proceed to calculate which is more beneficial to the administrator and the most beneficial fine will be proposed;

PERÚ Ministry of Economy and Finance

That, regarding this, from the comparison of what
established in paragraph (iv) of subsection 4.2 of the Old Sanctioning Criteria and the paragraph 6.2 of article 6 of the New Regime of Graduality (which determine the fine calculating the base in UIT and for each day of delay), it is observed that a lower amount to sanction is obtained with the application of the Old Sanctioning Criteria in the infractions that the Issuer has incurred, as detailed in the Annex of the Report, so that from the evaluation carried out on the Applicable Sanctioning Criteria by this Adjunct Superintendence corresponds to impose on the Issuer a total fine total amounting to 6 UIT 11, equivalent to S/ 27,600.00 (Twenty-Seven Thousand Six Hundred and 00/100 Soles), according to the following detail:
(i) For communicating belatedly as a material event the oil spill at the facilities of the Multibuoys Terminal No. 2 occurred on January 15, 2022; corresponds a fine of 1.50 UIT equivalent to S/ 6,900.00 (Six Thousand Nine Hundred and 00/100 Soles). (ii) For communicating belatedly as a material event the start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measure of identifying the zones affected by the displacement of the hydrocarbon that was notified on January 27, 2022; corresponds a fine of 1.50 UIT equivalent to S/ 6,900.00 (Six Thousand Nine Hundred and 00/100 Soles). (iii) For communicating belatedly as a material event the start of the PAS by OEFA against the Issuer for having failed to comply with the preventive measures referred to carrying out cleaning, containment and recovery actions of the floating hydrocarbon in the sea of Ventanilla, which was notified on February 08, 2022; corresponds a fine of 3.00 UIT equivalent to S/ 13,800.00 (Thirteen Thousand Eight Hundred and 00/100 Soles), and;

Being in accordance with what is provided in paragraphs 13 and 36 of
article 43 of the Regulation of Organization and Functions of the Superintendence of the
Securities Market, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that Refinería La Pampilla S.A.A.
has incurred three (3) minor infractions, typified in subsection 3, paragraph
3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-
2018-SMV/01 for the late presentation of the following material events:
i) the oil spill at the facilities of the Multibuoys Terminal No. 2 occurring on January 15, 2022, ii) the start of the administrative sanctioning procedure by OEFA against the Issuer for having failed to comply with the preventive measure of identifying the zones affected by the displacement of the hydrocarbon that was notified on January 27, 2022, and iii) the start of the administrative sanctioning procedure by OEFA against the Issuer for having failed to comply with the preventive measures referred to carrying out cleaning, containment and recovery actions of the hydrocarbon floating in the sea of Ventanilla, which was notified on February 08, 2022.

Article 2º.- Sanction Refinería La Pampilla S.A.A.
with a total fine of 6 UIT equivalent to S/ 27,600.00 (Twenty-Seven Thousand Six Hundred and 00/100 Soles), for what is provided in article 1° of this Resolution.

11 The Supreme Decree No. 398-2021-EF fixed the UIT for the 2022 exercise at S/ 4,600.00.

PERÚ Ministry of Economy and Finance

Article 3º.- This Resolution does not exhaust the administrative
way, this being able to be challenged before this Adjunct Superintendence of Supervision of Market Conducts by filing the reconsideration appeal, administrative appeal recognized in article 218 of the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within the term of fifteen (15) business days counted from the day following its notification, since it is a procedure of single administrative instance. In case this Resolution is not challenged, it may be subject to the regime of reduction of the corresponding sanction.

Article 4º.- In case this Resolution is not
subject to challenge, it must be published on the “Institutional Page of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided in paragraph 1 of article 7 of the “Policy on dissemination of normative projects, legal norms of general character, early agenda and other administrative acts of the SMV”, approved by Resolution SMV No. 014-2014-SMV/01, and by what is provided in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5º.- Transcribe this Resolution to
Refinería La Pampilla S.A.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision

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