Adjunct Superintendent Resolution No. 003-2025-SMV/11 — SMV — PE

That, the IGCC – the instructing body of the administrative sanctioning procedures (hereinafter, the PAS) referred to in the present case – has brought to the knowledge of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2023049772 with the aim that it issues a decision as the sanctioning body of the first administrative instance in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 (hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in the first administrative instance for the commission of infractions whose compliance control corresponds to said Adjunct Superintendence. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
That, the present PAS corresponds to two (02) administrative instances in accordance with article 15 of the Sanctions Regulation, and to what is established in numeral 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Securities Market resolves appeals against resolutions issued in the first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES AND DEFENSES OF THE ADMINISTERED ENTITY
2.1 Facts
That, it was evaluated whether the Issuer complied or not with communicating the important facts referred to: (i) the addendum to the “Convertible Bond Issuance Contract of Aenza S.A.A.” signed on July 12, 2021 (First Addendum) (Charge No. 1); (ii) the addendum to the “Convertible Bond Issuance Contract of Aenza S.A.A.” signed on January 24, 2022 (Second Addendum) (Charge No. 2); (iii) the final result of the arbitration process between the Peruvian State and Empresa Concesionaria Chavimochic S.A.C, whose arbitral award was notified on October 4, 2022 (Charge No. 3); (iv) the final result of the arbitration process followed by Cumbra Perú S.A. (its subsidiary) and the Machu Picchu Electric Generation Company S.A., whose arbitral award was issued on July 8, 2021 (Charge No. 4); (v) the start of the judicial process for partial annulment of the arbitral award issued on July 8, 2021 in the arbitration process followed by Cumbra Perú S.A. and the Machu Picchu Electric Generation Company S.A. (Charge No. 5); (vi) the start of an administrative contentious process, having filed on September 30, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentiousness against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01 (Charge No. 6); and, (vii) the start of an administrative contentious process, having filed on October 15, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentiousness against the SMV, processed in Judicial File No. 02359-2021-0-1801-SP-CA-01 (Charge No. 7);
2.2 Charges
That, as a result of said evaluation, through Letter No. 1416-2024-SMV/11.2 of April 12, 2024 (hereinafter, the Charge Letter), charges were formulated against the Issuer for not having complied with the presentation of: (i) The communication regarding the addendum to the “Convertible Bond Issuance Contract of Aenza S.A.A.” signed on July 12, 2021; which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken, that is, July 12, 2021; however, it has not been presented to date (Charge No. 1).
(ii) The communication regarding the addendum to the “Convertible Bond Issuance Contract of Aenza S.A.A.” signed on January 24, 2022; which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken, that is, January 24, 2022; however, it has not been presented to date (Charge No. 2). (iii) The communication regarding the final result of the arbitration process between the Peruvian State and Empresa Concesionaria Chavimochic S.A.C, whose arbitral award was notified on October 4, 2022, as stated in Note 15 of the Notes to the consolidated audited annual financial statements as of December 31, 2022 of the Issuer (File No. 2023026302); which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken, that is, October 4, 2022; however, it has not been presented to date (Charge No. 3). (iv) The communication regarding the final result of the arbitration process followed by Cumbra Perú S.A. (its subsidiary) and the Machu Picchu Electric Generation Company S.A., whose arbitral award was issued on July 8, 2021, as stated in the Annual Report corresponding to the 2022 exercise (File No. 2023022550); which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken; however, it has not been presented to date (Charge No. 4). (v) The communication regarding the start of the judicial process for partial annulment of the arbitral award issued on July 8, 2021 in the arbitration process followed by Cumbra Perú S.A. and the Machu Picchu Electric Generation Company S.A., to which reference is made in the important fact of October 25, 2022 (File No. 2022042696); which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken; however, it has not been presented to date (Charge No. 5). (vi) The communication regarding the start of an administrative contentious process, having filed on September 30, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentiousness against the SMV (Judicial File No. 02231-2021-0-1801-SP-CA-01); which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken, that is, September 30, 2021; however, it has not been presented to date (Charge No. 6). (vii) The communication regarding the start of an administrative contentious process, having filed on October 15, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentiousness against the SMV (Judicial File No. 02359-2021-0-1801-SP-CA-01); which should have been communicated as an important fact as soon as the fact occurred or knowledge thereof was taken, that is, October 15, 2021; however, it has not been presented to date (Charge No. 7).
That, the omissions in the presentation of important facts described above, are typified as infractions in subsection 2.10 2 of numeral 2 of Annex I of the Sanctions Regulation;
2.3 Defenses and Allegations
That, through writing of May 13, 2024, the Issuer presented its defenses regarding the imputations formulated against it, for not presenting important facts;
That, below are transcribed in a summarized manner the defenses presented by the Issuer regarding the charges imputed:
“1.1. First Charge
(...)
First of all, we must clarify that the issuance of the convertible bonds under the Issuance Contract (the “Convertible Bonds”) was carried out through a private offering. In this sense, the following must be taken into account:
a) The private offering of convertible bonds does not require registration in the Public Registry of the Securities Market of the SMV (“RPMV”) and the offering documents, such as the issuance contract, do not require being made public as if it were a public offering. b) In this sense, the provisions of the Regulation for Public Offering First and Sale of Securities, approved by CONASEV Resolution No. 00141-1998 (the “ROPP”); do not apply to private offerings of securities. (...) In accordance with the above, AENZA complied with communicating timely, as an important fact, all the information required by the HDI Regulation for private offerings of securities. That is, the main terms and conditions of the private offering of the Convertible Bonds, as well as the result of the placement, according to what is established in Annex 1 of the HDI Regulation. It should be noted that when literal 21 of Annex 1 of the HDI Regulation refers to the conditions of the issuance and/or sale, there is in no case an obligation to communicate as an important fact all the clauses of the issuance contract. This is so, even in the case of public offerings where this requirement is fulfilled through the publication of the offering notice. In this sense, it corresponds to analyze whether the First Addendum contains information that qualifies as an “important fact” under the definition of the HDI Regulation. Regarding this, the First Addendum, as stated in Annex 1 of this Defense Writing, modifies the following terms of the Issuance Contract:
(a) It was included in the list of permitted encumbrances the “corporate guarantee issued by the Issuer in support of GyM obligations (now Cumbra Perú s.a.) in favor of Andritz Hydro GmbH, Andritz Hydro S.r.L. Unipersonale, Andritz Hydro S.A. and/or any other company affiliated with said companies up to the amount of US$18,000,000.00 (Eighteen million and 00/100 Dollars)”. This definition was used in the Issuance Contract to limit the restriction of the Issuer, and other companies indicated in the Issuance Contract, to grant personal or real guarantees on their assets. (b) The Consolidated Debt Ratio and the way to measure the Debt Service Coverage Ratio. (c) Specific modifications referred to the quorum and majorities to adopt certain agreements in the Bondholders Assembly aimed at correcting reference errors. (d) It was specified in the issuance precedent conditions the period in which the Issuance must occur. As can be seen, this information does not have the capacity to significantly influence the investment decisions of a reasonable investor regarding the securities of the issuer in question or, which is the same, that it has the capacity to significantly influence the price or liquidity of the security. These modifications do not contravene nor modify the main terms and conditions of the issuance that were published as an important fact on January 13, 2021. The modifications made are adjustments that strictly concern the recipients of the private offering and do not impact in any way the value, liquidity or quotation of AENZA shares. Notwithstanding the above, considering that the private issuance of Convertible Bonds implied the potential conversion into AENZA shares, which are registered in the RPMV, we specify that the First Addendum does not modify the issuance amount and/or the number of Convertible Bonds to be issued – information based on which the preferential subscription was made – nor does it modify the regulation on the exercise of the conversion option contained in clause twentieth of the Issuance Contract. In addition to this, regarding the regulation on capital increase produced by the conversion into shares of the Convertible Bonds, AENZA complied with making the communications as important facts corresponding in accordance with the HDI Regulation, as stated in the important facts published on February 28, 2022 and March 31, 2022. In accordance with the foregoing, the First Addendum to the Issuance Contract does not qualify as an important fact and therefore AENZA has not committed any infraction by not publishing said addendum as an important fact. In this sense, we request the filing of this end of the administrative sanctioning procedure (“PAS”).
1.2. Second Charge
(...)
As we have indicated in our defenses to the First Charge, there is no regulatory provision that qualifies as an important fact per se the addenda of issuance contracts of securities of private offering, nor is there the obligation to send a copy of the addenda to the SMV once formalized. As we stated in our defenses to the First Charge, AENZA complied with communicating as important facts the offering information that, in accordance with numeral 21 of Annex 1 of the HDI Regulation, must be reported regarding private offerings. However, there is no obligation to communicate facts or events related to private offerings that occur after the placement of a private offering, except for acts or facts that by their characteristics and materiality qualify as important facts under the HDI Regulation. (...) As can be seen, all the modifications made to the Issuance Contract by virtue of the Second Addendum refer to the list of Convertible Bonds by decision of the Assembly, which was already a possibility established in the original Issuance Contract. In this sense, the modifications incorporated by the Second Addendum do not constitute important facts in that they do not have the capacity to significantly influence the price or liquidity of the securities registered in the RPMV, that is, the AENZA shares. In addition to the above, AENZA complied with communicating timely as an important fact, on February 25, 2022, the issuance of General Superintendent Resolution SMV No. 016-2022-SMV/11.1 that disposed of the list of Convertible Bonds. In accordance with the foregoing, the Second Addendum to the Issuance Contract does not qualify as an important fact and therefore AENZA has not committed any infraction by not publishing said addendum as an important fact. In this sense, we request the filing of this imputation (...)
1.3. Third Charge
(...)
However, in the case of the present arbitration process, the result thereof did not have the capacity to significantly affect the assets or businesses and activities of AENZA, nor much less did they have the capacity to significantly influence the price or liquidity of AENZA securities, for the following reasons:
(i) Chavimochic was not a subsidiary company or part of the economic group of AENZA.
(ii) AENZA had an investment in Chavimochic, as can be seen from the Consolidated Audited Financial Statements closed on December 31, 2022 (the “Consolidated Financial Statements 2022”), which are attached as Annex 3 of this writing. (iii) (...) In accordance with the above, first of all, Chavimochic did not form part of the economic group of the Issuer so AENZA did not have the obligation to report as important facts the information on the judicial, arbitration or administrative processes initiated against said company. (...) This analysis, on arbitration processes, corresponds to be carried out considering as a parameter what is stated in numeral 33 of Annex 1 of the HDI Regulation. That is, if the result of the arbitration process had the capacity to significantly affect the assets or businesses and activities of the Issuer (v) Regarding this, note 14 (A) (ii) of the Consolidated Financial Statements 2022 states that, by virtue of the final result of the arbitration process through the consent of the Chavimochic Arbitral Award, the following impacts occurred in AENZA: (a) an impairment in AENZA’s investment was generated for S/14.5 million; and (b) the obligation of AENZA to assume a total of US$7.5 million regarding the partial execution of the Concessionaire’s Good Performance Bond was generated. (...) (vi) In accordance with the Consolidated Financial Statements 2022, as of December 31, 2022, the total consolidated liabilities of AENZA amounted to S/4,688,432,000.00 and the total consolidated assets amounted to S/5,921,280,000.00. In this sense, the impairment in the investment (S/14,500,000.00) due to the early termination of the Concession Contract, determined in the Chavimochic Arbitral Award, represented as of December 31, 2022 only 0.3% of the consolidated liabilities, and 0.24% of the consolidated assets. Likewise, if the analysis were made based on the Separate Audited Financial Statements of AENZA as of December 31, 2022 (the “Separate Financial Statements 2022” attached as Annex 4), the impairment of the investment represented at that date, only 1.15% of the individual liabilities (total liabilities amounted to S/1,264,202,000) and 0.62% of the individual assets (total assets amounted to S/2,326,784,000). (...) (vii) It is clear that the amount of the execution of the Good Performance Guarantee that AENZA had to assume, as of December 31, 2023, amounting to US$8.9 million equivalent to S/32.1 million; was not material for the equity of AENZA As can be seen, the impact of the final result of the arbitration process on AENZA was totally immaterial. The amounts derived from the Chavimochic Arbitral Award that affected AENZA did not represent significant impacts in the Financial Statements of AENZA, but rather, were minimal. Therefore, the information of the conclusion of the arbitration process did not have the capacity to significantly affect the assets or businesses and activities of AENZA, nor much less did they have the capacity
to significantly influence the price or liquidity of AENZA securities.
1.4. Fourth Charge
As we will prove in this section, the impact of the final result of the arbitration process did not have a significant impact on the assets or businesses and activities of AENZA, nor much less did they have the capacity to significantly influence the price or liquidity of AENZA securities. (...) The issuance of the EGEMSA Arbitral Award was not material information, that is, it did not constitute information that had the capacity to significantly influence the price or liquidity of AENZA securities. This, in accordance with the following reasons:
(iv) As communicated in the important fact of October 25, 2022, the declaration of the validity of the EGEMSA Arbitral Award generated a provision

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship in the financial statements of Cumbra by US$11.2 million. Now well, how did said provision affect AENZA's equity? According to the 2022 Consolidated Financial Statements, the provision amounted to approximately S/44,800,000.00 as of October 25, 2022 (considering the exchange rate: S/4.00, in effect on said date). (...) (ix) According to the 2022 Consolidated Financial Statements, as of December 31, 2022, the total consolidated liabilities of AENZA amounted to S/4,575,274,000 and the total consolidated assets amounted to S/5,921,280,000.00. In that sense, the provision (approx. S/44,800,000.00) represented, as of December 31, 2022, only 0.9% of consolidated liabilities, and 0.76% of consolidated assets. Likewise, if the analysis were carried out based on the unaudited consolidated quarterly Financial Statements of AENZA for the fourth quarter of 2022 (the “IV-2022 Quarterly Financial Statements” attached as Annex 7), the provision represented on said date, only 0.98% of liabilities (total liabilities amounted to S/4,587,997,000) and the 0.76% of assets (total assets amounted to S/5,900,572,000). (x) As can be seen, the impact of the final result of the arbitral process on AENZA was totally immaterial. The amounts derived from the EGEMSA Arbitral Award that affected AENZA did not represent significant impacts on AENZA's Financial Statements, on the contrary, they were minimal. Therefore, the information on the conclusion of the arbitral process did not have the capacity to affect AENZA's equity or business and activities, nor did they have the capacity to significantly influence the price or liquidity of AENZA's securities. (xi) In that sense, the final result of the arbitral process between Cumbra and EGEMSA did not qualify with respect to AENZA as a material event and therefore AENZA has not committed any infringement by not publishing said information as a material event.
1.5. Fifth Charge
(...)
As in the preceding charge, the initiation of said judicial process did not constitute information that had the capacity to significantly influence the price or liquidity of AENZA's securities. This is so, since as we have seen in the Fourth Charge, the final result of the controversy between Cumbra and EGEMSA did not have a significant impact on AENZA's equity or business and activities. (...) In that sense, the final result of the arbitral process followed between Cumbra and EGEMSA; and the initiation of the judicial process for partial annulment of the EGEMSA Arbitral Award did not qualify with respect to AENZA as a material event and therefore AENZA has not committed any infringement by not publishing said information as a material event. In this line, we request the filing of both imputations.
1.6. Sixth and Seventh Charge

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship The filing of the Lawsuits did not qualify as a material event and therefore AENZA has not committed any infringement by not publishing said information as a material event, for the following reasons:
(ii) The First Lawsuit seeks to declare the nullity of Superintendent Resolution No. 064-2021-SMV/02 dated June 30, 2021 which confirmed the Adjunct Superintendent Resolution SMV No. 209- 2018-SMV/11 dated November 30, 2018, through which, the SMV concluded that AENZA had incurred the infringement of presenting inaccurate information in its Consolidated Quarterly Financial Statements as of December 31, 2016 and sanctioned it with a fine of 300 UIT (in total, S/ 1,215,000.00). In that sense, the amount corresponding to this process would be S/1,215,000.00, which corresponds to the amount of the challenged fine. With regard to this, said amount is manifestly immaterial considering the equity of AENZA. The process initiated by virtue of the First Lawsuit does not have the capacity to affect the equity or business and activities of the Issuer. In that sense, the initiation of the present judicial process does not constitute a material event. (iii) With respect to the Seventh Charge, we must point out that AENZA is not part of the judicial process under Judicial File No. 02570-2021-0-1801-SP-CA01 mentioned in the Office of Charges. Over said file rests a contentious administrative process foreign to AENZA and the SMV. Nevertheless, we understand that the Office of Charges refers to the contentious administrative lawsuit initiated by AENZA through the filing of the corresponding lawsuit on October 15, 2021. The Second Lawsuit seeks to declare the nullity of Adjunct Superintendent Resolution SMV No. 038-2021- SMV/11 of April 29, 2021 through which the SMV declared that AENZA had incurred a very serious infringement for having presented inaccurate information in the consolidated interim financial statements as of December 31, 2016, and fined it 200 UIT (S/810,000.00). Through Superintendent Resolution No. 068-2021-SMV/02, the appeal filed by AENZA against the Adjunct Superintendent Resolution SMV No. 038-2021-SMV/11 was declared inadmissible, thus exhausting the administrative route. In that sense, the amount corresponding to this process would be S/810,000.00, which corresponds to the amount of the challenged fine. With regard to this, said amount is manifestly immaterial considering the equity of AENZA. The process initiated by virtue of the Second Lawsuit does not have the capacity to affect the equity or business and activities of the Issuer. In that sense, the initiation of the present judicial process does not constitute a material event. Based on the foregoing, we bring to the attention of the instructing body that it lacks support to recommend the imposition of sanctions for the imputations made in the PAS. In case the referred imputations are not filed, in the present case a violation of various principles governing the activity of administrative authorities would be configured. Thus, for example, the Principle of Typicity, provided for in numeral 44, article 248 of the LPAG, establishes that only sanctionable conduct are those provided with
indubitable precision in norms with the rank of law and that match the conduct of the administered.”
8. That, by Supreme Decree No. 004-2019-JUS,

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship the Single Text of the General Administrative Procedure Law was approved, Law No. 27444 (hereinafter, TUO of the LPAG), which contains common norms for the actions of the administrative function of the State and regulates all procedures administrative procedures developed in the entities, including the procedures special. Likewise, numeral 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 infringement, (b) The probability of detection of the infringement, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) Recidivism for the commission of the same infringement within a period of one (1) year from when the resolution that sanctioned the first infriction became final, (f) The circumstances of the commission of the infringement, and (g) The existence or not of intent in the conduct of the infringer;
9. That, the charges formulated and the criteria regarding
the graduation of the sanction have been the subject of evaluation in the Report, which has been made known to the SASCM;
10. That, in observance of what is provided by numeral
5 of article 255 of the TUO of the LPAG, by Office No. 4293-2024-SMV/11 of September 24, 2024, the Report was sent to the Issuer, so that it formulate its allegations within the term of five (05) business days. In attention to said office, by writing of September 27, 2024, the Issuer requested an extension of five (05) additional business days. Said request by Office No. 4359-2024-SMV/11 of September 27, 2024, was attended by this Adjunct Superintendency, who granted five (05) additional business days to the term indicated in Office No. 4293-2024- SMV/11, so that the Issuer presents its allegations;
11. That, by writing of October 11, 2024, the
Issuer presented its allegations to the Report, and requested to make use of the word to expose its arguments;
12. That, below are transcribed in a summarized manner the allegations presented by the Issuer regarding the Report:
“RECOGNITION OF RESPONSIBILITY
In line with what is established in literal (a) of article 26 of the Sanctions Regulation, we voluntarily and expressly declare that we recognize the commission of the infractions imputed by the Fourth, Fifth, Sixth and Seventh Charge. The present recognition of responsibility regarding the infractions imputed under the Fourth, Fifth, Sixth and Seventh Charge is carried out in a precise, concise, clear, express and unconditional manner. (...) In that sense, since AENZA's recognition has been made before the deadline for presenting defenses to the Report, we request that the Adjunct Superintendency apply the 30% reduction to the amount of the fine that corresponds to be imposed, in accordance with the applicable regulations. (...)
3.1. First Charge:

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship (...) As we indicated in our defense writing dated May 13, 2024, the issuance of convertible bonds under the Issuance Contract (the “Convertible Bonds”) was carried out through a private offer. In that sense, (i) the offer documents, such as the issuance contract, do not require registration in the Public Registry of the Securities Market (“RPMV”) of the SMV, nor be made public as if it were a public offer; and (ii) the provisions of the Regulation of Primary Public Offer and Sale of Securities were not applicable to it, approved by CONASEV Resolution No. 00141-1998 (the “ROPP”); that, between other provisions, establishes in its article 24, literal h), the obligation to send to the SMV and to the BVL, the modifications of the conditions of the issuance or sale, within three (3) days following of agreed. (...) AENZA timely communicated the material events linked to the offer of the Convertible Bonds according to the detail indicated in our defense writing dated May 13, 2024 (...) As we explain below, these modifications do not qualify as material events. (a) First of all, according to the Report, the inclusion in the list of encumbrances permitted on the corporate guarantee issued by the Issuer in support of obligations of GyM (now Cumbra Perú s.a.) in favor of Andritz Hydro GmbH, Andritz Hydro S.r.L. Unipersonale, Andritz Hydro S.A. and/or any other company affiliated with said companies up to the amount of US$18,000,000.00 (Eighteen million and 00/100 Dollars), would have relaxed the possibility of granting specific guarantees for companies linked to the economic group up to 20% of the value of the issuance. With regard to this, said definition was used in the Issuance Contract in relation to the restriction applicable to AENZA as issuer of the Bonds Convertible, and other companies indicated in the Issuance Contract, to grant personal or real guarantees on their assets in the framework of the usual operations that the companies of their economic group develop. In that sense, it was not referred, as erroneously stated by the Report, to the guarantees granted in the framework of the Issuance Contract and had no effect on the rights held by the holders of the Convertible Bonds regarding the conversion of the bonds into shares of AENZA. The restriction refers to the possibility that AENZA grants guarantees in the framework of the usual operations that the companies of its economic group develop. Thus, the modification in the list of encumbrances permitted established in the Issuance Contract did not determine per se a material event. With regard to this, we must point out that the Office of Charge imputes to AENZA having incurred the infringement established in the numeral 2.10 of clause 2 of Annex I of the Sanctions Regulation. That is, not
communicating as a material event, the

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship “information on the issuance of securities by public or private offer within or outside the country, including participation in programs of American Depositary Receipt, detailing, among others, the offer notice and/or the conditions of the issuance and/or sale, as well as the result of the placement, specifying the number and total amount of values placed or sold.” On this point, we consider that what is stated in the Report would not comply with what is established in the HDI Regulation, for the following considerations: (i) the Report does not analyze the relevance and the materiality that the modification of the list of permitted encumbrances of the company might have in the investment decision of a shareholder of AENZA, an essential requirement for the configuration of the obligation to inform a material event; and (ii) in line with what is exposed, rather than determining the relevance of the agreement, the Report would be based on an interpretation – in our understanding wrong – that in application of literal 21 of Annex 1 of the RDI it is required to inform all the conditions of the private bond offer. On the other hand, the Report states that AENZA communicated by material event of January 13, 2021 that in the Board of Directors Session of that date, the specific terms and conditions of the issuance of the Convertible Bonds to be placed by private offer were approved (Expedient No. 2021001416), among which, it would have been included expressly in numeral 17 of Annex 01 the guarantees enumerating the permitted encumbrances. On this, we must indicate that what is stated by the Report is not correct since in the referred material event (numeral 17 of Annex 01) the “permitted encumbrances” were not listed (that is, the guarantees that AENZA could grant in general), but rather the guarantees that backed the obligations guaranteed under the Convertible Bonds, (...) (b) Secondly, the Report indicates that parameters were relaxed for the calculation of the Consolidated Debt Ratio by establishing a higher ratio per period and the Debt Service Coverage Ratio by determining more exceptions for its application. As we have expressed previously, the contractual restrictions established in the Issuance Contract such as the financial ratios are provisions that are relevant only with respect to the creditors holding the Convertible Bonds, as all the demands or restrictions in the financing contracts or of issuance of obligations of an issuer. These are financial obligations that AENZA has assumed in its capacity as issuer of the bonds. As we stated previously, the modification of the ratios through the First Addendum did not determine per se a material event. The Office of Charge imputes to AENZA having incurred the infringement established in numeral 2.10
of clause 2 of Annex I of the Sanctions Regulation. That is, not communicating as a material event, the “information on the issuance of securities by public or private offer within or outside the country, including participation

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship in American Depositary Receipt programs, detailing, among others, the offer notice and/or the conditions of the issuance and/or sale, as well as the result of the placement, specifying the number and amount total of values placed or sold”. We are not imputed to have omitted communicating as a material event the carrying out of certain financing operations or loans. As can be appreciated, the First Addendum did not have to be communicated as a material event since it does not have the capacity to significantly influence the investment decisions of a reasonable investor regarding the securities of the issuer in question or, which is the same, that it has the capacity to influence significantly the price or liquidity of the value registered in the RPMV. These adjustments do not contravene nor modify the main terms and conditions of the issuance with respect to the conversion of the bonds into shares. The modifications made are adjustments that strictly concern the recipients of the private offer and do not impact in any way the value, liquidity or quotation of AENZA's shares. (...)
3.2. Second Charge:
(...)
As we indicated in our defense writing of May 13, 2024, the Second Addendum was signed after the private placement of the Convertible Bonds and by virtue of the agreement of the General Assembly of Bondholders dated January 20, 2022 (the “Assembly”). The Second Addendum had the purpose of regulating the possibility of listing the Convertible Bonds for secondary negotiation in the RPMV and in the RBVL in execution of the agreement of the Assembly indicated before. Nevertheless, in numeral 4.30 of the original version of the Issuance Contract there was already the possibility that the bondholders agree to list the Convertible Bonds. With regard to this, the Report indicates that considering that the “modifications incorporated in the Second Addendum had as main purpose adjust what was necessary of the original Issuance Contract to enable the inscription of the Issuer's Convertible Bonds in the RPMV and the Registry of Values of the Lima Stock Exchange”, and that “the relevance or materiality of the information contained in the Second Addendum is unquestionable, considering that the inscription of a value in the RPMV generates a set of rights and legal obligations that guarantee the transparency in the market and the protection of investors.” Likewise, the Report states that “With respect to the Issuer's assertion that in the original Issuance Contract there was already the possibility that the convertible bonds, this Intendency has verified is not correct” and for this, it cites numeral 4.9 of the Issuance Contract. With regard to this, we must point out that, the Report expressly omits our argument in the defense writing dated May 13, 2024 regarding that in the original version of the Issuance Contract there was already the possibility that the bondholders agree to list the Convertible Bonds, as provided in its numeral 4.30 of Clause Four.

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the accounting authorship (...) the modifications had as purpose to clarify a case of fact already provided for in the original Issuance Contract, such as the inscription of the Convertible Bonds in the RPMV and the RBVL. In that sense the modifications incorporated by the Second Addendum do not constitute material events since they do not have the capacity to significantly influence the price or liquidity of the values inscribed in the RPMV, that is, in AENZA's shares. Likewise, it should be noted that on February 25, 2022, AENZA communicated as a material event that it was notified with the Resolution of General Intendancy No. 016-2022-SMV through which the inscription of the Convertible Bonds in the RPMV was ordered. (...)
3.3. Third Charge:
(...)
As can be seen, the impact is not even close to the 3% referred to by the Report. In that sense, the impact of the final result of the arbitral process on AENZA was totally immaterial. The amounts derived from the Chavimochic Arbitral Award that affected AENZA did not represent significant impacts on AENZA's Financial Statements, but rather, on the contrary, they were minimal. Therefore, the information on the conclusion of the arbitral process did not have the capacity to significantly affect the equity or business and activities of AENZA, nor did they have the capacity to significantly influence the price or liquidity of the values of AENZA.” (...) In effect, the arbitral award determined that the State failed to deliver the lands on which the works would be carried out. Finally, the result of the arbitral process gave rise to the obligation of the State to disburse US$25,307,438.70 for the works, goods and expenses (amount that had to be adjusted considering the execution of the guarantee letter). In that sense, at the time the award was issued in October 2022, the situation of the project was already widely known in the market. Such is the case that, once the award was made public in the media1 (on October 13, 2022), it had no impact on the price or liquidity of AENZA's shares. As can be seen from the information published on the BVL website (https://www.bvl.com.pe/emisores/detalle?companyCode=73658#historico de-cotizaciones) which is exposed below, the price of AENZA's shares remained stable with respect to the quotation of the previous days and even rose towards the end of October 2022. In that sense, it is demonstrated that, considering aspects quantitative and qualitative, the information on the conclusion of the process arbitral did not have the capacity to significantly affect the equity or business and activities of AENZA, nor did they have the capacity to significantly influence the price or liquidity of the values of AENZA.”
13. That, likewise, in the allegations presented by the
Issuer regarding the Report, the Issuer develops the criteria for sanction gradation, which will be evaluated at the time of the determination of the sanction;

PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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
14. That, considering the request by the Issuer for the right to speak for the purpose of presenting its arguments, through Office No. 4953-2024-SMV/11 of November 4, 2024, the right to speak was scheduled for November 12, 2024;
15. That, through a writing dated November 7, 2024,
the Issuer appointed its representatives for the right to speak;
16. That, through Office No. 5083-2024-SMV/11 of November 8
2024, the right to speak was rescheduled for November 21, 2024;
17. That, through Office No. 5257-2024-SMV/11 of November 20
2024, the right to speak was rescheduled for November 26 2024;
18. That, through a writing dated November 22, 2024,
the Issuer requested the rescheduling of the right to speak;
19. That, through Office No. 5346-2024-SMV/11 of November 25
2024, the right to speak was rescheduled for November 28 2024 at 3:00 p.m.;
20. That, on November 28, 2024 at the offices of
the SMV, the right to speak was carried out by the representatives of the Issuer so that they could present their arguments regarding the charges imputed, as recorded in the ACTA CONTANCIA ON THE EXERCISE OF THE RIGHT TO SPEAK IN ADMINISTRATIVE SANCTIONING PROCEDURE FILE NO. 2024015106 which is in the PAS file before this Adjunct Superintendency. The arguments presented by the Issuer reiterate the grounds contained in its writing of allegations;
21. That, through a writing dated December 3, 2024,
the Issuer attached the multimedia presentation used during the right to speak of November 28, 2024;
III. MATTERS TO BE DETERMINED
22. 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 impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
23. That, with respect to the communication of
important events, article 30 of the TUO of the LMV states that: “The registration of a determined value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the management of the centralized mechanism, of important events, including ongoing negotiations, about itself, the value and the offer made of it, as well as to disclose such events in a true, sufficient and timely manner. The information must be provided to these institutions and disclosed as soon as the event

PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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 occurs or the issuer takes knowledge of it, as the case may be”;
24. That, on this matter, article 3 of the Regulation of Important Events and Reserved Information, approved by SMV Resolution No.
005-2014-SMV/01 (hereinafter, Regulation of Important Events) states that:
“Important event is any act, decision, agreement, fact, ongoing negotiation or information referred to the issuer, to its values, or to its businesses that have the capacity to significantly influence: 3.1. The decision of a sensible investor to buy, sell or conserve a value; or, 3.2. The liquidity, the price or the quotation of the issued values. Likewise, it comprises the information of the economic group of the Issuer that it knows or that it reasonably should have known, and that has the capacity to significantly influence the Issuer or its values, in accordance with what is stated in the present Regulation”;
25. That, in accordance with what is established in article
4 of the Regulation of Important Events to evaluate the capacity of significant influence of the information and its possible qualification as an important event, the Issuer must consider the transcendence of the act, agreement, fact, ongoing negotiation, decision or set of circumstances in its activity, assets, results, financial situation or general business or commercial position; or in its values or in the offer of these; as well as in the price or the negotiation of its values;
26. That in the same way, article 6, numeral 6.1, of the
Regulation of Important Events establishes as part of the duty of diligence that corresponds to the issuers of values registered in the RPMV: “Ensure that the information communicated has the capacity to significantly influence, as defined in articles 3 and 4, and that it is true, clear, sufficient and timely, as well as that it is not disseminated to a specific group of investors or other groups with interest in it before it is available to the entire public, through the means established in the present Regulation”;
27. That, in numerals 21 and 33 of Annex 1 that
forms part of the Regulation of Important Events, it is specified that the following constitute important events:
“21. Information on the issuance of values by public or private offer inside or outside the country, including participation in American Depositary Receipt programs, detailing, among others, the offer notice and/or the conditions of the issuance and/or sale, as well as the result of the placement, specifying the number and total amount of values placed or sold. (…)
33. Start and final result of judicial or arbitral processes and administrative procedures that may affect the assets or businesses and activities of the Issuer.
(…)” ,
28. That, numeral 9.1 of article 9 of the Regulation of
Important Events states: “The Issuer must inform its important event as soon as such event occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known. (…)”;
29. That, the seven (07) infractions are typified in paragraph 2.10. of numeral 2 of Annex I of the Sanctions Regulation,

3 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the activity of fiscalization could conclude the following: 1) Certificate of conformity of the activity developed by the administrator; 2) Recommendation of improvements or corrections of the activity developed by the administrator; 3) The warning of the existence of non-compliance not susceptible of merit the determination of administrative responsibilities; 4) The recommendation of the start of a procedure in order to determine the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws. “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 it corresponds to start or not an administrative sanctioning procedure. If the case, 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 Financial Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, dependency that if there are sufficient indications of possible administrative infractions will determine whether it corresponds to start or not an administrative sanctioning procedure. (…)”.

PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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 independent of each other and of this Office; first the IGSC that at its opportunity reported the indications of infringement and then the IGCC that, 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 pronouncement containing its decision regarding the charges mentioned, it being precise to indicate that by the nature of the same, as has been previously indicated, it will be a decision of first instance administrative;
34. That, prior to the corresponding analysis,
it must be pointed out that the formulation of the present charges was based on the non communication of important events;
35. That, the fulfillment of the obligations relative to the
presentation of timely periodic or eventual information by the issuers of values registered in the RPMV is necessary for the transparency and adequate functioning of the securities market, and in that sense the transparency of the information is a protected legal good, it being necessary to point out that the non-observance of said obligation harms or affects it;
36. That regarding the evaluation of the defenses and
allegations presented by the Issuer it proceeds to indicate the following:
First Charge
Prior to this, it is necessary to specify that charges were imputed, by virtue of numeral 2.10, paragraph 2 of Annex I of the Sanctions Regulation, supported on that the Issuer did not comply with communicating as an important event the addendum to the «Issuance Contract of Convertible Bonds in Shares of Aenza S.A.A.» signed on July 12, 2021 (hereinafter, First Addendum); the same which had to be communicated in accordance with the charges imputed as an important event as soon as it occurred or was known, that is, July 12, 2021; however, it has not been presented to date. In relation to this non-compliance, the Issuer indicates that the issuance of Convertible Bonds in Shares of Aenza S.A.A. (hereinafter, Convertible Bonds) was made through a private offer, so it does not require inscription in the RPMV, and the documents of the offer did not need to be made public, such as the issuance contract or the modifications made to it, unlike what occurs in the case of public offers. Additionally, it pointed out that it complied with communicating timely the important events related to the private offer that, in accordance with the Regulation of Important Events, had to be communicated as such and that, with respect to the First Addendum, this did not contain information that would qualify as an important event. In that sense, it must be pointed out that it has been verified that the First Addendum refers to conditions that are intrinsic and usual in the operations of financing, which could be equally agreed in the context of bank financing. According to this, the conditions established in the First Addendum, although relevant for the internal management of the Issuer, did not affect the amount of issuance and/or the number of Convertible Bonds to be issued, nor did it modify the regulation on the exercise of the conversion option. The modifications introduced, are of interest only to the recipients of the private offer, not affecting said modifications in the value, the liquidity or the quotation of the Issuer's shares.

PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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 Likewise, it is observed that the Issuer complied with its obligation to publish in a timely manner as an important event on January 13, 2021, the terms and conditions of the private offer of convertible bonds in shares, as well as the terms and conditions for the exercise of the preferential subscription right in the framework of said issuance. Finally, it is precise to point out, that without prejudice that in the present extreme it has been determined that the information subject of the present charge did not require being informed as an important event, any issuer in accordance with numeral 21 of Annex 1 of the Regulation of Important Events, is obliged to inform the following: “21. Information on the issuance of values by public or private offer inside or outside the country, including participation in American Depositary Receipt programs, detailing, among others, the offer notice and/or the conditions of the issuance and/or sale, as well as the result of the placement, specifying the number and total amount of values placed or sold. (…). Taking into account what is stated, it proceeds with the archiving of the First Charge, in accordance with what is stated in paragraph e) of article 17 5 of the Sanctions Regulation. Second Charge Prior to this, it must be specified that charges were imputed, by virtue of numeral 2.10, paragraph 2 of Annex I of the Sanctions Regulation, supported on that the Issuer did not comply with communicating as an important event the addendum to the «Issuance Contract of Convertible Bonds in Shares of Aenza S.A.A.» signed on January 24, 2022 (hereinafter, Second Addendum); which had to be communicated as an important event as soon as the event occurred or took knowledge of it, that is January 24, 2022; however, it has not been presented to date. In relation to this non-compliance, the Issuer in its defenses indicates, that there is no normative provision that qualifies as an important event per se the addenda of issuance contracts of values of private offer, nor is there the obligation to remit to the SMV a copy of the addenda once formalized. It also points out that the Second Addendum did not contain information that qualifies as an important event, in reason that all the modifications made to the «Issuance Contract of Convertible Bonds in Shares of Aenza S.A.A.» by virtue of the Second Addendum refer to the list of the Convertible Bonds by decision of the Assembly, which was a possibility that was already established in the original Issuance Contract. On this matter, it has been verified that the Second Addendum does not modify any term referred to the conversion of the bonds into shares; and, therefore, would not contain information that qualifies as an important event. Finally, it is precise to point out, that without
prejudice that in the present extreme it has been determined that the information subject of the present charge did not require being informed as an important event, any issuer in accordance with numeral

“Article 17.- SANCTIONING PHASE
(…) e) The final resolution must pronounce on the commission of the infraction, the application of a sanction or the decision to archive the procedure. (…)”

PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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 21 of Annex 1 of the Regulation of Important Events, is obliged to inform the following: “21. Information on the issuance of values by public or private offer inside or outside the country, including participation in programs of American Depositary Receipt, detailing, among others, the offer notice and/or the conditions of the issuance and/or sale, as well as the result of the placement, specifying the number and total amount of values placed or sold. (…). Taking into account what was stated before, it proceeds with the archiving of the Second Charge, in accordance with what is stated in paragraph e) of article 17 of the Regulation of Sanctions. Third Charge Prior to this, it must be specified that charges were imputed by virtue of numeral 2.10., paragraph 2 of Annex I of the Sanctions Regulation, supported on that the Issuer did not comply with communicating as an important event the final result of the arbitral process between the Peruvian State and the company Concesionaria Chavimochic S.A.C., whose arbitral award was notified on October 4, 2022, according to Note 15 of the Notes of the consolidated audited annual financial statements as of December 31, 2022 of the Issuer (File No. 2023026302); which had to be communicated as an important event as soon as the event occurred or took knowledge of it, that is October 4, 2022; however, it has not been presented to date. In relation to this non-compliance, the Issuer in its defenses indicates that the result of the referred arbitral process did not have the capacity to have a significant effect on the price or liquidity of its values, due to the two impacts that it produced were: i) a deterioration of its investment by S/ 14.5 million and ii) the obligation of the Issuer to assume a total of US$ 8.9 million regarding the partial execution of the Fidelity Guarantee of the Concessionaire; which did not represent a material amount with respect to its assets. In that line, the Issuer presented as part of its argumentation percentage figures with which it seeks to show said effect in its Consolidated and Individual Audited Annual Financial Statements of the exercises 2022 and 2023. Regarding this, although it is observed that, with respect to the numerical relationships presented by the Issuer, in no case would it exceed 3%, it must be pointed out that to evaluate if an event has sufficient materiality to constitute an important event, that is to weigh its capacity to generate a significant influence both in the decisions of a sensible investor and the price or liquidity of the values, two types of elements must be taken into account: those quantitative, associated with the economic impact on the assets of the Issuer, its results and financial situation; and qualitative, which although they cannot be quantified
numerically, acquire transcendence in the circumstances of the business or commercial position of the issuer and allows adopting better practices in terms of transparency, disclosure and dissemination of information to the securities market. Thus, in the present case it must be evaluated the existence of qualitative elements determining if the final result of the arbitral process should have been revealed as an important event, it is verified the following:
i) This arbitral procedure is related to the Concession Contract signed between the Republic of Peru (grantor) and the Concessionaire Company

Chavimochic S.A. (concessionaire), whereby the concessionaire would be responsible for the design and construction of the New Works of the Third Stage, the operation and maintenance of said works and of the Existing Works, as well as for the provision of the water supply service to the different users of the project (hereinafter, Concession Contract). ii) The social and economic impact of the aforementioned project for the Issuer is based on the fact that the latter is a company member of the concessionaire consortium responsible for the execution of the largest and most important irrigation infrastructure project in the country, with a projected investment amounting to 750 million dollars and an estimated concession term of 25 years originally. iii) The subject matter of this arbitral process centers on evaluating the expiration of the Concession Contract of Stage III of the Chavimochic project due to causes imputable to both the grantor and the concessionaire, from which, through the Arbitral Award of October 03, 2022, it is resolved to determine the expiration of said concession contract, stating the following:

“545. The Tribunal RESOLVES unanimously the Early Expiration of the Concession Contract due to causes imputable to both Parties, having the Grantor violated clause 1.46 of the Concession Contract, and having violated the Concessionaire violated clause 9 of the Concession Contract.
546. The Tribunal RESOLVES by majority the expiration of the Concession Contract
due to the violation by the Concessionaire of Clause 20.3 of the Concession Contract.”

In other words, the qualitative significance lies not only in the loss of its status as concessionaire of a large-scale irrigation infrastructure project, but in that the expiration of said concession contract was due to causes imputable to the concessionaire company of which the Issuer is a part, generating an economic impact greater than the penalties established in the award. The economic losses would be greater considering that the Issuer would cease to receive the projected income flow for the duration of a 25-year concession contract. This fact, clearly, should have been known in a timely manner by the market and its participants, due to the qualitative impact it represents for the activities and commercial position of the Issuer.

Furthermore, the Issuer itself recognized the significance of the aforementioned arbitral process, because through a material fact of March 13, 2017 (File No. 2017010061), in which it was mentioned that the request for arbitration by the Chavimochic Consortium against the Regional Government of La Libertad had been rejected, consultation was made to the concession management who confirmed what was stated in that news and that they had filed the arbitration request with UNCITRAL (United Nations Commission on International Trade Law).

On the other hand, and illustratively, as seen in Accounting Bulletin No.
99 of the Securities Exchange Commission – SEC (SEC Staff Accounting Bulletin No. 99 – Materiality 6 ), materiality is a concept that must encompass the evaluation of the quantitative and qualitative aspects of an event, to determine if its disclosure is appropriate. It is necessary to reiterate again, that

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

as concluded in said bulletin, and as noted from the decisions of the American courts cited, the SEC rules and its enforcement actions, as well as accounting and audit literature, all without exception have considered qualitative factors in various contexts, and have not limited themselves solely to the appreciation of quantitative elements, as used in its argumentation by the Issuer.

According to the foregoing, it must be taken into account that according to paragraph
5.2. of article 5 of the Regulation of Material Facts insofar as it indicates that the scenarios detailed in Annex I must be communicated as material facts when they have the capacity to significantly influence their
activity, assets, results, financial situation or general business or commercial position or in their securities or in the offer of these, as well as in the price or the negotiation of their securities, except for those specific scenarios qualified as material facts by the SMV regulations; in this sense, it must be understood that the arbitral award, constituting the final result of an arbitral process, should have been communicated as a material fact.

Therefore, it is considered that the arguments presented by the Issuer regarding the present charge do not overturn it.

According to the foregoing, the Issuer did not comply with what is established in article 30 of the TUO of the LMV and paragraph 9.1 of article 9 of the Regulation of Material Facts in the communication of the final result of the arbitral process between the Peruvian State and Concessionaire Company Chavimochic S.A.C, whose arbitral award was notified on October 04, 2022.

Charge No. 4: Final result of arbitral process of Cumbra Perú S.A.

Prior to this, it must be specified that charges were imputed to the Issuer pursuant to paragraph 2.10., item 2 of Annex I of the Sanctions Regulation, based on the fact that the Issuer did not comply with communicating as a material fact the final result of the arbitral process followed by Cumbra Perú S.A., its subsidiary, (Cumbra) and the Machu Picchu Electric Generation Company S.A. (EGEMSA), whose arbitral award was issued on July 08, 2021, as recorded in the Annual Report corresponding to the 2022 exercise (File No. 2023022550); which should have been communicated as a material fact as soon as the fact occurred or was taken knowledge of it; however, it has not been presented to date.

Regarding this non-compliance, the Issuer in its defenses indicates that the issuance of the EGEMSA Arbitral Award was not material information, i.e., it did not constitute information that had the capacity to significantly influence, due to the fact that the accounting provision of US$ 11.2 million compared to the total of assets and consolidated liabilities of the Issuer represented minimal economic impacts in the Consolidated Annual Financial Statements of the 2022 exercise, which did not exceed 1%, and therefore, did not constitute material facts.

On this particular matter, it must be specified that, as in the previous case, although the evaluation of quantitative elements does not show a significant numerical impact, it corresponds to analyze if there are qualitative elements that support the materiality of the arbitral process between its subsidiary and EGEMSA, for which the following must be taken into account:

i) That, according to the economic group report of the Issuer of February 01 2021 (File No. 2021003963), the Issuer owned 98.90% of its subsidiary Cumbra (formerly GyM S.A.). ii) Additionally, the Issuer recognizes the relevance of the project Execution of the Rehabilitation Work Second Phase of the Machupicchu Hydroelectric Plant for its business, having communicated through a material fact of April 07, 2009 the award in the good pro in the public tender called (File No. 200911496). iii) Through a material fact of October 25, 2022 (File No. 2022042696), the Issuer informed that: “(…) the Management has received an external legal report regarding the judicial sentence that declares unfounded the Partial Annulment Lawsuit filed by Cumbra Perú S.A. (“Cumbra”) in the process followed against the Machu Picchu Electric Generation Company S.A. (“EGEMSA”) in relation to the project Execution of the Rehabilitation Work Second Phase of the Machupicchu Hydroelectric Plant of April 2009. By virtue of what is indicated in this legal report, the Management has determined to register a provision of US$
11.2 million in the Financial Statements of Cumbra (…)”.
iv) Likewise, the Issuer recognizes the financial impact on its business of the arbitral process and related litigations, such as the judicial process of partial annulment of the award, by stating that with respect to the Engineering and Construction area, in the Consolidated Interim Financial Statements corresponding to the third quarter of 2022 (File No. 2022044332) the following:
“Gross Profit decreased by 40.4% in Q3 2022, decreasing the gross margin of the area from 4.5% in Q3 2021 to 2.3% in Q3 2022. The lower profit recorded in Q3 2022 was mainly due to the lower productivity in the MAPA project in Chile and to the provision for US$ 11.2 MM because the Partial Annulment Lawsuit filed by Cumbra against EGEMSA in relation to the project of the Machupicchu Hydroelectric Plant of April 2009 was declared unfounded.”

From all the above, it is concluded that the described event possesses sufficient materiality and has the capacity to exercise significant influence on the decision of a reasonable investor, due to the financial and commercial impact of the result of the aforementioned arbitral process on the business and activities of the Issuer; therefore, the result of the arbitral process issued through the award of July 08, 2021 constitutes a material fact that should have been known in a timely manner by the market in faithful compliance with the Principle of Transparency.

According to the foregoing, the Issuer did not comply with what is established in article 30 of the TUO of the LMV and paragraph 9.1 of article 9 of the Regulation of Material Facts in the communication of the final result of the arbitral process followed by Cumbra against EGEMSA, whose arbitral award was notified on July 08, 2021.

Charge No. 5: Initiation of the judicial process of partial annulment of the award

Prior to this, it must be specified that charges were imputed pursuant to paragraph
2.10. item 2 of Annex I of the Sanctions Regulation, based on the fact that the
Issuer did not comply with communicating as a material fact the initiation of the

judicial process of partial annulment of the arbitral award issued on July 08, 2021 in the arbitral process followed by Cumbra and EGEMSA, to which reference is made in the material fact of October 25, 2022 (File No. 2022042696); which should have been communicated as a material fact as soon as the fact occurred or was taken knowledge of it; however, it has not been presented to date.

Regarding this non-compliance, the Issuer in its defenses indicates that the final result of the controversy between Cumbra and EGEMSA did not have a significant impact on the assets or business and activities of the Issuer. Thus, it is also noted that, without prejudice to this, it specifies that it complied with communicating the material fact of October 25, 2022, in order to record and keep investors informed that an accounting provision would be made that would be reflected in the Individual Annual Financial Statements of Cumbra and in the Consolidated Annual Financial Statements of the Issuer, both of the 2022 exercise.

On this particular matter, in line with what was analyzed in Charge No. 4, according to which it has been determined that there are qualitative elements that support that the event related to the final result of the arbitral process between Cumbra and EGEMSA constitutes a material fact; it is concluded that, it also possesses sufficient materiality to qualify as a material fact the subsequent initiation of a judicial process of partial annulment of said arbitral award issued on July 08 2021 in the arbitral process followed by Cumbra and EGEMSA, due to the financial and commercial impact on the business and activities of the Issuer.

This argument is supported by what the Issuer itself recognizes in its Consolidated Interim Financial Statements corresponding to the third quarter of 2022 (File No. 2022044332), according to which it describes the impact of the result of the first instance judicial process on the economic results of the Engineering and Construction area in the following manner:

“Gross Profit decreased by 40.4% in Q3 2022, decreasing the gross margin of the area from 4.5% in Q3 2021 to 2.3% in Q3 2022. The lower profit recorded in Q3 2022 was mainly due to the lower productivity in the MAPA project in Chile and to the provision for US$ 11.2 MM due to the fact that the Partial Annulment Lawsuit filed by Cumbra against EGEMSA in relation to the project of the Machupicchu Hydroelectric Plant of April 2009 was declared unfounded.”

That is, the impact of an eventual negative result of the judicial process of partial annulment of the award initiated by Cumbra is expressly identified and recognized in the profits of the Engineering and Construction area of AENZA; therefore, it is concluded that the judicial process of partial annulment of the arbitral award issued on July 08, 2021 described possesses sufficient materiality and has the capacity to exercise significant influence on the decision of a reasonable investor, due to the financial and commercial impact of the result of the aforementioned arbitral process on the business and activities of the Issuer and, therefore, constitutes a material fact that should have been known in a timely manner by the market in faithful compliance with the Principle of Transparency.

In this sense, it is considered that the arguments presented by the Issuer regarding the present charge do not overturn it.

According to the foregoing, the Issuer did not comply with what is established in article 30 of the TUO of the LMV and paragraph 9.1 of article 9 of the Regulation of Material Facts in the communication of the material fact regarding the initiation of the judicial process of partial annulment of the arbitral award issued on July 08, 2021 in the arbitral process followed by Cumbra Perú S.A. and the Machu Picchu Electric Generation Company S.A.

Charge No. 6: Initiation of administrative contentious process (Judicial File No. 02231-2021-0-1801-SP-CA-01)

Prior to this, it must be specified that charges were imputed pursuant to paragraph 2.10., item 2 of Annex I of the Sanctions Regulation, based on the fact that the Issuer did not comply with communicating as a material fact the initiation of a administrative contentious process, by having filed on September 30, 2021 the lawsuit before the Specialized Chamber for Transitional Administrative Contentious against the Securities Market Superintendence processed in the Judicial File No. 02231-2021-0-1801-SP-CA-01 (hereinafter, First Lawsuit); which should have been communicated as a material fact as soon as the fact occurred or was taken knowledge of it, that is, September 30, 2021; however, it has not been presented to date.

“The First Lawsuit seeks to declare the nullity of the Superintendent Resolution No. 064-2021-SMV/02 dated June 30, 2021 which confirmed the Deputy Superintendent Resolution SMV No. 209- 2018-SMV/11 dated November 30, 2018, through which, the SMV concluded that AENZA had incurred the infringement of presenting inaccurate information in its Consolidated Quarterly Financial Statements as of December 31, 2016 and sanctioned it with a fine of 300 UIT (in total, S/ 1’215,000.00). In this sense, the amount corresponding to this process would amount to S/ 1’215,000.00, which corresponds to the amount of the fine challenged. Regarding this, said amount is manifestly immaterial considering the assets of AENZA. The process initiated by virtue of the First Lawsuit does not have the capacity to affect the assets or the business and activities of the Issuer. In this sense, the initiation of the present judicial process does not constitute a material fact.”

Regarding these arguments, once again it must be specified that for the evaluation of the significant influence of a fact, in accordance with the articles 3 and 4 of the Regulation of Material Facts, quantitative elements such as the significance of the fact in the assets, results, financial situation of the issuer, as well as qualitative elements such as the significance of the circumstances in the business or commercial position of the issuer must be considered.

In the present case, as the Issuer itself recognizes, the aforementioned process administrative contentious sought to declare the nullity of the Superintendent Resolution No. 064-2021-SMV/02 of June 30, 2021 which confirmed the Deputy Superintendent Resolution SMV No. 209-2018-SMV/11 of November 30, 2018, and the latter resolved as follows:

“Article 1.- Declare that Graña y Montero S.A.A. has incurred infringements of a very serious nature typified in item 1.4, paragraph 1 of Annex I of the Sanctions Regulation, approved by Resolution CONASEV No. 055-2001-EF/94.10, by having contravened article 10 of the Securities Market Law, approved by Legislative Decree No. 861, by having presented inaccurate information in the consolidated interim financial statements as of December 31, 2016 sent on January 26 and October 30, 2017.”

As can be seen, the aforementioned administrative contentious process had as its ultimate goal to declare the nullity of an administrative act that determined that the Issuer incurred a very serious infringement and in an infringing conduct with a severe impact on the transparency and integrity of the market, such as the presentation of inaccurate information.

Therefore, even though the amount of the fine imposed may be quantitatively immaterial to the assets or assets of the Issuer, it is the factors described above that support the qualitative element that converts the initiation of the administrative contentious procedure of this First Lawsuit into a material fact, by full capacity to significantly influence the investment decisions of a reasonable investor or in the price, liquidity or quotation of the security, through the reputational impact and in the commercial image of the Issuer that this generates.

In this sense, it is considered that the arguments presented by the Issuer regarding the present charge do not overturn it.

According to the foregoing, the Issuer did not comply with what is established in article 30 of the TUO of the LMV and paragraph 9.1 of article 9 of the Regulation of Material Facts in the communication of the initiation of an administrative contentious process, by having filed on September 30, 2021 the lawsuit before the Specialized Chamber for Transitional Administrative Contentious against the Securities Market Superintendence processed in the Judicial File No. 02231-2021-0-1801-SP-CA-01.

Charge No. 7: Initiation of administrative contentious process (Judicial File No. 02359-2021-0-1801-SP-CA-01)

Prior to this, it must be specified that charges were imputed pursuant to paragraph 2.10., item 2 of Annex I of the Sanctions Regulation, based on the fact that the Issuer did not comply with communicating as a material fact the initiation of a administrative contentious process, by having filed on October 15, 2021 the lawsuit before the Specialized Chamber for Transitional Administrative Contentious against the SMV (Judicial File No. 02570-2021-0-1801-SP-CA-01); which should have been communicated as a material fact as soon as the fact occurred or was taken knowledge of it, that is, October 15, 2021; however, it has not been presented to date.

Regarding this, although there is a material error in recording the first digits of the Judicial File Number No. 02570-2021-0-1801-SP-CA-01, it should say:
Judicial File No. 02359-2021-0-1801-SP-CA-01, as verified from the Judicial Report of File No. 2359-2021 (see ITEM 11) attached as Annex of the digital file of the present administrative sanctioning procedure and, as the Issuer itself has identified by stating in its defenses the following:

“(…) However, we understand that the Notice of Charges refers to the administrative contentious lawsuit initiated by AENZA through the presentation of the corresponding lawsuit on October 15, 2021. The Second Lawsuit seeks to declare the nullity of the Deputy Superintendent Resolution SMV No. 038-2021-SMV/11 of April 29, 2021 through which the SMV declared that the Issuer had incurred a very serious infringement by presenting inaccurate information in the consolidated interim financial statements as of December 31, 2016, and fined it with 200 UIT (S/ 810,000.00), through Superintendent Resolution No. 068-2021-SMV/02, the appeal filed by the Issuer against the Deputy Superintendent Resolution SMV No. 038-2021-SMV/11 was declared inadmissible, thus exhausting the administrative route.” Source: ITEM 11 of the digital file of the present PAS.

Regarding this non-compliance, the Issuer in its defenses indicates that the lawsuit does not qualify as a material fact and therefore has not committed any infringement for not communicating this information. Likewise, it refers to the amount corresponding to this process would amount to S/ 810,000.00, which corresponds to the amount of the fine challenged. Regarding this, said amount is manifestly immaterial considering the assets of the Issuer; therefore, 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 process initiated by virtue of the Second Lawsuit does not have the capacity to affect the assets or the business and activities of the Issuer. Likewise, the Issuer pointed out that after the appeal was declared inadmissible, it requested the installment of the sanction payment and with dates July 21, 2021 and August 26, 2021 paid the imposed fine; therefore, according to its claim, under no circumstances would the initiation of the contentious administrative process have a different or greater impact than that generated by the imposition of the fine. In the present case, as the Issuer itself recognizes, the referred process contentious administrative sought to declare the nullity of the Resolution of Superintendent No. 068-2021-SMV/02 which confirmed the Resolution of Adjunct Superintendent SMV to SMV No. 038-2021-SMV/11 of April 29, 2021, and the latter resolved as follows:
“Article 1.- Declare that AENZA S.A.A. (formerly, Graña y Montero S.A.A.) has incurred in one (01) infraction of a very serious nature typified in paragraph 1.4, numeral 1 of Annex I of the Sanctions Regulation, approved by CONASEV Resolution No. 055-2001-EF/94.10, in force at the time the facts occurred, by having submitted inaccurate information in the consolidated interim financial statements as of December 31, 2016 sent on November 15, 2017.” As can be observed, just like in the previous case, this process contentious administrative has as its ultimate goal to declare the nullity of an administrative act that determined that the Issuer incurred in a very serious infraction by submitting inaccurate information in its consolidated interim financial statements as of December 31, 2016. Therefore, even though the amount of the imposed fine may be quantitatively immaterial to the assets or net worth of the Issuer, the qualitative element converts the initiation of the administrative contentious procedure of this Second Lawsuit into a fact of importance, due to the reputational impact and on the commercial image of the Issuer that this generates. Finally, with respect to the Issuer's argument that it made the payment of the imposed fine with the referred Resolution and, therefore, there would be no greater impact than that already generated by the fine, it must be taken into account what is described in the previous paragraph, because the initiation of the administrative contentious process would exert a significant influence associated with the qualitative element of the fact of importance, because it affects the determination or not of administrative responsibility of the Issuer for the commission of a very serious infraction such as the submission of inaccurate information in its financial statements, regardless of the economic impact that the imposed or paid fine may generate. In that sense, it is considered that the arguments presented by the Issuer regarding the present charge do not reverse the same. According to the above, the Issuer did not 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 Important Events in the communication of the initiation of a contentious administrative process, by having filed on October 15, 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the

“Article 26.- Mitigating conditions of responsibility for infractions The following constitute mitigating conditions of responsibility for infractions:
a) Acknowledgment of responsibility by the offender expressly and in writing, once the administrative sanctioning procedure has been initiated. When the applicable sanction is a fine, it is reduced, taking into account the following:
(…)
3. If the acknowledgment is presented after the expiration of the term granted to formulate
allegations to the instruction report and before the issuance of the sanction resolution, the amount of reduction will be ten percent (10%).
(…)”
“Article 257.- Exemptions and mitigating conditions of responsibility for infractions (…) 2.- The following constitute mitigating conditions of responsibility for infractions:
a) If an administrative sanctioning procedure has been initiated, the offender acknowledges his responsibility in a express and in writing.
In cases where the applicable sanction is a fine, it is reduced to an amount not less than half of its amount.
(…)

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
39. That, with respect to the sanctions, article 34 of the
Sanctions Regulation, such infraction is sanctionable with a fine not less than twenty-five (25) UIT and up to fifty (50) UIT, or suspension of the negotiation of securities for up to one (1) year;
40. That, having determined the commission of the
infractions imputed; it corresponds to determine the sanction considering what is provided in article 25 of the Sanctions Regulation, in concordance with what is provided by numeral 3) of article 248 of the TUO of the LPAG and article 344 of the TUO LMV. In such sense, it proceeds to analyze: (i) the sanctioning antecedents of the Issuer; (ii) the recidivism, for the commission of the same infraction within the term of one (1) year from that the resolution sanctioning 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 gravity of the damage to the public interest and/or legal good protected; and, (viii) the existence or not of intent in the conduct of the offender (hereinafter, Sanction Criteria); SANCTION CRITERIA
41. That, with respect to the gravity of the damage to the
public interest and/or legal good protected, it must be indicated that the presentation of eventual information in a timely manner by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the market of securities, so that market participants can make their investment decisions adequately informed. Consequently, there is evidence of a gravity of damage to the public interest before the non-compliance with the obligation to inform the market within the deadline limits by the issuers, since it affects in great measure the transparency of the market, which is considered a legal good protected;
42. That, with respect to the sanctioning antecedents, it is
established that the antecedents of the offender are the sanctions that have been imposed by the SMV and that became final within four (4) years prior to the moment of the commission of the infraction to be sanctioned. In application of said criterion, it has verified that the Issuer has sanctioning antecedents as detailed in the Report;
43. That, with respect to recidivism for the
commission of the same infraction, literal b) of article 25 of the Sanctions Regulation establishes that it takes into account that final sanction imposed by the SMV within the term of one (01) year prior to the commission of the infraction to be sanctioned. In application of said criterion, it has been verified that the Issuer does not have recidivism;
44. That, with respect to the circumstances of the
infraction, it has been verified in the information disseminated on the Institutional Page of the SMV, that the Issuer has not communicated as important events, the following: the final result of the arbitration process between the Peruvian State and Empresa Concesionaria Chavimochic S.A.C, whose arbitral award was notified on October 04, 2022 (Charge No. 3), the final result of the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A., whose arbitral award was issued on July 08, 2021 (Charge No. 4), the initiation of the judicial process of partial annulment of the arbitral award issued on July 08, 2021 in the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A. (Charge No. 5), the initiation of a

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 administrative contentious process, by having filed on September 30, 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01 (Charge No. 6) and the initiation of an administrative contentious process, by having filed on October 15 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02359- 2021-0-1801-SP-CA-01 (Charge No. 7).
45. That, with respect to the economic damage caused and
its repercussion on the market, it must be noted that there is indeed a damage that affects the market; because, not disseminating relevant information such as important events or not doing so in a timely manner, produces an affectation to the transparency of the securities market, which is considered a legal good protected;
46. That, with regard to the illicit benefit resulting from the
commission of the infraction, it can be affirmed that 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;
47. That, on the other hand, with respect to the probability of
detection of the infraction, it must be noted that the lack of timely presentation of the periodic or eventual information is verified through internal control systems, therefore it is considered that for this type of non-compliance, the probability of detection is high;
48. That, with respect to the existence or not of
intent in the conduct of the offender, it must be taken into account that there are no sufficient elements 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 acting with the diligence required before obligations already known by the Issuer;
49. That, consequently, although the Issuer has
sanctioning antecedents, it must be taken into account that it does not have the quality of recidivist and that neither is it observed that it has incurred in the aggravating factors referred to the accreditation of a quantifiable damage, a grave repercussion on the market, the obtaining of an illegal benefit or intent in the commission of the infraction;
50. That, for the reasons stated, attending to the analysis carried
out on the Sanction Criteria and the evaluation of the defenses and allegations presented by the Issuer in this Resolution, this Office disposes that it impose on the Issuer a sanction of fine of 125 UIT equivalent to S/ 555,000.00 (Five Hundred Fifty-Five Thousand and 00/100 Soles) 910 , for the Third Charge, Fourth Charge, Fifth Charge, Sixth Charge and Seventh Charge, according to the following detail:
(i) Third Charge
Impose on the Issuer a fine of 25 UIT equivalent to S/ 115, 000.00 (One Hundred Fifteen Thousand and 00/100 Soles) for not communicating as an important event the final result of the arbitration process between the Peruvian State and Empresa

9 Supreme Decree No. 392-2020-EF set the UIT for the 2021 exercise at S/ 4,400.00.
10 Supreme Decree No. 398-2021-EF set the UIT for the 2022 exercise at S/ 4,600.00.

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 Concesionaria Chavimochic S.A.C, whose arbitral award was notified on October 04, 2022. (ii) Fourth Charge Impose on the Issuer a fine of 25 UIT equivalent to S/ 110, 000.00 (One Hundred Ten Thousand and 00/100 Soles) for not communicating as an important event the final result of the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A., whose arbitral award was issued on July 08, 2021. (iii) Fifth Charge Impose on the Issuer a fine of 25 UIT equivalent to S/ 110, 000.00 (One Hundred Ten Thousand and 00/100 Soles), for not communicating as an important event the initiation of the judicial process of partial annulment of the arbitral award issued on July 08 2021 in the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A. (iv) Sixth Charge Impose on the Issuer a fine of 25 UIT equivalent to S/ 110, 000.00 (One Hundred Ten Thousand and 00/100 Soles) for not communicating as an important event the initiation of an administrative contentious process, by having filed on September 30 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01. (v) Seventh Charge Impose on the Issuer a fine of 25 UIT equivalent to S/ 110, 000.00 (One Hundred Ten Thousand and 00/100 Soles) for not communicating as an important event the initiation of an administrative contentious process, by having filed on October 15 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02359-2021-0-1801-SP-CA-01. ACKNOWLEDGMENT OF RESPONSIBILITY FOR INFRACTION
51. That, according to article 26 of the
Sanctions Regulation, concordant with numeral 2 of article 257 of the TUO of the LPAG, constitutes a mitigating factor of responsibility the acknowledgment of responsibility by the offender in an express and in writing manner;
52. That, as has been stated, through a document
presented on October 11, 2024, the Issuer, during the term granted to formulate allegations to the Report, acknowledged responsibility in an express and in writing manner for the infractions detailed in the Fourth, Fifth, Sixth and Seventh Charges;
53. That, in attention to this, it corresponds to apply a
reduction of the fine by 30%, as established by numeral 2 of article 26 of the Sanctions Regulation: “2. If the acknowledgment is presented after the expiration of the term granted for the presentation of defenses and before the expiration of the term granted to formulate allegations to the instruction report, the amount of reduction will be thirty percent (30%).”;
54. That, consequently, performing the discount by

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 the acknowledgment of responsibility for the Fourth Charge, Fifth Charge, Sixth Charge and Seventh Charge it corresponds to impose on the Issuer the following sanctions:
(i) Fourth Charge
Impose on the Issuer a fine of 17.5 UIT equivalent to S/ 77, 000.00 (Seventy Seven Thousand and 00/100 Soles) for not communicating as an important event the final result of the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A., whose arbitral award was issued on July 08, 2021. (ii) Fifth Charge Impose on the Issuer a fine of 17.5 UIT equivalent to S/ 77,000.00 (Seventy Seven Thousand and 00/100 Soles) for not communicating as an important event the initiation of the judicial process of partial annulment of the arbitral award issued on July 08 2021 in the arbitration process followed by Cumbra Perú S.A. and the Empresa de Generación Eléctrica Machu Picchu S.A. (iii) Sixth Charge Impose on the Issuer a fine of 17.5 UIT equivalent to S/ 77, 000.00 (Seventy Seven Thousand and 00/100 Soles) for not communicating as an important event the initiation of an administrative contentious process, by having filed on September 30, 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01. (iv) Seventh Charge Impose on the Issuer a fine of 17.5 UIT equivalent to S/ 77, 000.00 (Seventy Seven Thousand and 00/100 Soles) for not communicating as an important event the initiation of an administrative contentious process, by having filed on October 15 2021 the lawsuit before the Specialized Chamber in Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02359-2021-0-1801-SP-CA-01.
55. That, consequently it corresponds to impose on the
Issuer for the commission of the Third Charge, Fourth Charge, Fifth Charge, Sixth Charge and Seventh Charge as a sanction a total fine of 95 UIT equivalent to S/ 423,000.00 (Four Hundred Twenty-Three Thousand and 00/100 Soles);
56. That, finally in merit of what is exposed in the
present Resolution, it corresponds to exhort the Issuer and its governing bodies, to execute, and if necessary, demonstrate or evidence everything that is necessary, with the aim that the practices of good corporate governance, especially those related to regulatory compliance and with the transparency of the information that is disseminated; are fully implemented, with rigor, and function in such a way, that they prevent the Issuer from incurring in regulatory non-compliance and its reputation is harmed, the trust in it, and the generation of value for its investors, especially for the minority, and with respect to its different stakeholder groups; Being in accordance with what is provided in numerals 13 and 36 of
article 43 of the Regulation of Organization and Functions of the SMV, approved by
Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1st.- Order the filing of the First Charge imputed to Aenza S.A.A. for not communicating as an important fact the addendum to the "Convertible Bond Issuance Contract into Aenza S.A.A. Shares" signed on July 12, 2021 (First Addendum), in accordance with what is established in letter e) of article 17 of the Sanctions Regulation approved by SMV Resolution No. 035-2018-SMV/01.

Article 2nd.- Order the filing of the Second Charge imputed to Aenza S.A.A. for not communicating as an important fact the addendum to the "Convertible Bond Issuance Contract into Aenza S.A.A. Shares" signed on January 24, 2022 (Second Addendum), in accordance with what is established in letter e) of article 17 of the Sanctions Regulation approved by SMV Resolution No. 035-2018-SMV/01.

Article 3rd.- Declare that Aenza S.A.A. has committed five (05) serious infractions typified in subsection 2.10 of numeral 2 of Annex I of the Sanctions Regulation, for not presenting the following important facts: (i) the final result of the arbitral process between the Peruvian State and Empresa Concesionaria Chavimochic S.A.C., whose arbitral award was notified on October 04, 2022 (Third Charge), (ii) the final result of the arbitral process followed by Cumbra Perú S.A. and Empresa de Generación Eléctrica Machu Picchu S.A., whose arbitral award was issued on July 08, 2021 (Fourth Charge), (iii) the initiation of the judicial process for partial annulment of the arbitral award issued on July 08, 2021 in the arbitral process followed by Cumbra Perú S.A. and Empresa de Generación Eléctrica Machu Picchu S.A. (Fifth Charge); (iv) the initiation of an administrative contentious process, having filed on September 30, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01 (Sixth Charge) and (v) the initiation of an administrative contentious process, having filed on October 15, 2021 the lawsuit before the Specialized Chamber for Transitory Administrative Contentious against the SMV, processed in Judicial File No. 02359-2021-0-1801-SP-CA-01 (Seventh Charge).

Article 4th.- Sanction Aenza S.A.A. with a total fine of 95 UIT 1112 equivalent to S/ 423,000.00 (Four Hundred Twenty-Three Thousand and 00/100 Soles), pursuant to article 3 of this Resolution.

Article 5th.- This Resolution does not exhaust the administrative route, and it may be challenged before this Adjunct Superintendence of Market Conduct Supervision by filing a reconsideration or appeal resource, an administrative resource recognized in article 218 of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within a period of fifteen (15) business days counted from the day following its notification, given that it is a procedure of double administrative instance. In case this Resolution is not challenged, the regime for reduction of the corresponding sanction may be applied.

Article 6th.- In case this Resolution is not subject to challenge, it must be published on the "Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation

11 Supreme Decree No. 392-2020-EF set the UIT for the 2021 exercise at S/ 4,400.00.
12 Supreme Decree No. 398-2021-EF set the UIT for the 2022 exercise at S/ 4,600.00.

Article 7th.- Transcribe this Resolution to Aenza S.A.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision

Lineage