Adjunct Superintendent Resolution No. 015-2025-SMV/11 — SMV — PE

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship Adjunct Superintendent Resolution SMV No. 015-2025-SMV/11 Lima, February 17, 2025 Summary: Sanction Aenza S.A.A. with a fine of 10 UIT for having committed a serious infringement typified in item 2.10, number 2 of Annex I of the Sanctions Regulation.
Administered: AENZA S.A.A.
Subject: Administrative Sanctioning Procedure of double administrative instance Main Type: Item 2.10 of number 2 of Annex I of the Sanctions Regulation SERIOUS INFRACTION File No.: 2024025851 The Adjunct Superintendent of Market Conduct Supervision (e) SEEN:
The administrative file No. 2024025851 containing the administrative sanctioning procedure initiated by the General Intendancy of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against Aenza S.A.A. (hereinafter, Issuer); as well as Report No. 1677-2024-SMV/11.2 of December 13, 2024 (hereinafter, the Report), issued by said General Intendancy; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM
1. That, the IGCC –instructor 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. 2024025851 with the aim that it issues a decision as the sanctioning body of first instance in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the SMV established through the Concorded Single Text of its Organic Law, Law Decree No. 26126 (hereinafter, LOSMV), and the Ordered Single Text of the Market Values 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 first administrative instance for the commission of infringements whose compliance control corresponds to said Adjunct Superintendence. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;
2. That, the present PAS corresponds to two (2) administrative instances in accordance with article 15 of the Sanctions Regulation, and to what is established in number 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Market of Values resolves appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES AND DEFENSES OF THE ADMINISTERED
2.1 Facts
3. That, it was evaluated whether the Issuer complied or not with timely communicating the important fact referred to at the beginning of the administrative sanctioning procedure contained in File No. 2024015106;
2.2 Charge
4. That, as a result of said evaluation, through Letter No. 2538-2024-SMV/11.2 of June 13, 2024 (hereinafter, the Charge Letter), a charge was formulated against the Issuer for not having complied with communicating as an important fact the administrative sanctioning procedure initiated against it through Letter No. 1416-2024-SMV/11.2 of April 12, 2024 (hereinafter, Letter No. 1416-2024) (File No. 2024015106), which was notified the same day. This important fact had to be communicated on the day of notification; however, to date, it has not been disclosed to the securities market;
5. That, the omissions in the presentation of important facts described above are typified as infringements in item 2.10 of number 2 of Annex I of the Sanctions Regulation;
2.3 Defenses, allegations and use of the word
6. That, through writing of June 27, 2024, the Issuer presented its defenses regarding the imputations formulated against it, for not presenting important facts;
7. That, below are transcribed in a summarized manner the defenses presented by the Issuer regarding the charge imputed:
“The charge imputed refers to the fact of not having revealed as an important fact the initiation of the PAS. However, AENZA has not committed the infringement that is imputed to us in the Charge Letter since this information does not qualify as an “important fact” and, therefore, there is no obligation whatsoever to reveal it to the market under securities market regulation.
(…)
Considering what was stated above, we will now expose the reasons on which our defense is based:
1. The General Intendancy of Conduct Compliance imputes to us not having communicated, as an important fact, the initiation of the PAS.
2. The initiation of the PAS does not constitute information that had the capacity to significantly influence the price or liquidity of AENZA’s securities. The maximum sanctionable amount as a fine, equivalent to 50 UIT for each of the 7 imputations raised in the charge letter, that is, S/ 1,802,500.00, does not mean a material amount that could affect the assets and/or business or activities of Aenza. AENZA’s assets at the close of the first quarter of the 2024 fiscal year are 1,251,495,000.00. The maximum sanctionable amount in the PAS represents 0.14% of Aenza’s assets. It is clear, from a reasonable perspective, that the referred amount does not represent any materiality for AENZA and its investors.
3. Indeed, according to the very norms cited in the Charge Letter, the start or end of an administrative sanctioning procedure must only be communicated to the market as an important fact when said procedure can significantly affect the assets or business and activities of the Issuer, which is not the case here.
4. In that sense, the initiation of the PAS does not qualify with respect to AENZA as an important fact and therefore AENZA has not committed any infringement by not publishing said information as an important fact. In this line, we request the filing of the imputation.
(…)”;
8. That, through Supreme Decree No. 004-2019-JUS, the Ordered Single Text of the General Administrative Procedure Law, Law No. 27444 (hereinafter, TUO of the LPAG), was approved, which contains common norms for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, number 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 severity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final, (f) The circumstances of the commission of the infringement, and (g) The existence or non-existence of intent in the conduct of the infringer;
9. That, the charge formulated and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship For this reason, on January 10, 2025, AENZA was notified with Adjunct Superintendent Resolution No. 003-2025-SMV11; by which, the Adjunct Superintendence of Market Conduct Supervision (the “Adjunct Superintendence”) resolved (i) to dispose of the definitive filing of two charges, and (ii) to declare that AENZA incurred in the other five infringements imputed, applying the 30% discount on the fine imposed with respect to the four recognized imputations in accordance with article 26, a) of the Sanctions Regulation. With this, the sanction imposed by Adjunct Superintendent Resolution No. 003-2025-SMV11 was 95 UIT (S/423,000.00). With this, it is clear that the initiation of the PAS was immaterial from a quantitative and qualitative point of view. In addition to this, having communicated as an important fact the initiation of a PAS that involved imputations that were later filed by the SMV would have caused confusion in the market. AENZA carried out a materiality analysis considering the type of infringements imputed and the arguments it had. It is worth noting that the PAS was initiated for seven (7) infringements because the IGCC grouped said seven infringements into a single sanctioning procedure, but they were not infringements that were connected to each other. c) For these reasons, AENZA did not communicate, as an important fact, the initiation of the PAS, since it is an event that does not have the capacity to significantly influence. A different act would have meant failing to comply with the obligation established in number 6.1 of article 6° of the HDI Regulation (…).
1.2. Violation of Administrative Principles
(…) in case the charge imputed in the present administrative sanctioning procedure is not filed, a violation of various principles that govern the activity of administrative authorities will be configured.
(a) Principle of Predictability or Legitimate Trust:
(…) The cases of sanctioning procedures initiated by the SMV for non-compliance with important fact norms –such as the infringement typified in number 2.10 of item 2 of Annex I of the Sanctions Regulation that is imputed to us in the present procedure– are common and recurrent for issuers in the market. Nevertheless, issuers do not publish important facts every time sanctioning procedures are initiated against them for not communicating important facts. (…) According to said principle, administrative authorities –such as instructor bodies– must act without any kind of discrimination among the administered, granting them equal treatment and protection in the procedure, resolving in accordance with the legal framework and with attention to the general interest. In addition, from our perspective, as we argued in the previous section, the initiation of the PAS does not fit the supposition of the

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship norm for its publication as an important fact. Therefore, the initiation of the present administrative sanctioning procedure is not congruent with our legitimate expectations.
(b) Principle of Legality and Principle of Typicity:
(…) In the present case, as we have indicated previously, there is no legal obligation to communicate all initiations of administrative sanctioning procedures (nor those referred to important fact reporting norms) and therefore there is also no specific infringement referred to not complying with it.
Seeking to create for a particular situation an obligation that has not been provided for in the applicable normative framework goes against the Principle of Legality (…).
13. That, attending the request by the Issuer for the use of the word with the aim of exposing its arguments, through Letter No. 328-2025-SMV/11 of January 16, 2025, the use of the word of the Issuer’s representatives was scheduled for January 23, 2025;
14. That, through writing of January 20, 2025, the Issuer appeared and designated its representatives for the use of the word;
15. That, on January 23, 2025 at the institutional headquarters of the SMV, the use of the word by the representatives of the Issuer took place so that they could expose their arguments regarding the charge imputed, as recorded in the ACTA CONSTANCIA ON THE EXERCISE OF THE USE OF THE WORD IN ADMINISTRATIVE SANCTIONING PROCEDURE FILE No. 2024015106 that is in the PAS file before this Adjunct Superintendence. The arguments presented by the Issuer reiterate the foundations contained in its writing of allegations;
16. That, through writing of January 24, 2025, the Issuer attached the multimedia presentation used during the use of the word of January 23, 2025;
III. QUESTIONS TO DETERMINE
17. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infringement indicated in the Charge Letter and Report; (ii) If it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
18. That, with respect to the communication of important facts, article 30 of the TUO of the LMV states that: “The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct of the centralized mechanism, of the important facts, including ongoing negotiations, about itself, the value and the offer that is made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information

4.2 Evaluation of the case

That, in administrative file No. 2024025851, which contains the documentation of the present Administrative Sanctioning Procedure (PAS), it is appreciated that through Memorandum No. 2424-2024-SMV/11.1 of June 6, 2024 (File No. 2024024106), the General Superintendent of Conduct Supervision (hereinafter, IGSC)—an organ of the SMV whose functions and powers include supervising compliance with applicable regulations for issuers with securities registered in the RPMV, evaluating indications of possible infractions, and referring, for consideration, the respective indication reports to the IGCC—referred to the IGCC the result of its evaluation, and specifically that referred to the present case;
That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and, upon concluding with a memorandum of indications of infringement, determine that its pronouncement or opinion on a specific supervision topic—which can even contain a decision, such as the adoption of corrective measures—constitutes an opinion on the merits of the matter; it must be specified that said opinion and the IGSC's indication report are not binding on the IGCC, as established in the second paragraph of Article 9 of the Sanctions Regulation 2;
That, in this way, it is understood that in the evaluation of the facts related to the present PAS, two (2) other organs of the SMV intervened and participated previously to the issuance of this Resolution, functionally independent of each other and of this Office; first the IGSC, which at its opportunity reported the indications of infringement, and then the IGCC, which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS, it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charge, it being precise to indicate that by its nature, as previously noted, it will be a first-instance administrative decision;
That, prior to the corresponding analysis, it must be noted that the formulation of the present charge was based on the non-communication of a material event;
That, compliance with obligations regarding the timely presentation of periodic or eventual information by issuers of securities registered in the RPMV is necessary for the transparency and proper functioning of the securities market, and in that sense, information transparency is a protected legal interest, it being necessary to note that non-observance of said obligation harms or affects it;
That, regarding this non-compliance, the Issuer

2 Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (...)
When said organs conclude that there are sufficient indications of possible administrative infractions, they refer the corresponding reports to the General Superintendencies of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If the case arises, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions within the scope of the Regulation on Participatory Financing Activity and its Managing Companies, the preliminary inquiries are carried out by the General Superintendent of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether or not to initiate an administrative sanctioning procedure.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship in its defenses indicates, and reiterates in its arguments, that the initiation of the referred administrative sanctioning procedure does not qualify as a material event, because it does not constitute information that had the capacity to influence the price or liquidity of the Issuer's securities, insofar as the maximum sanctionable amount for each of the seven imputations formulated in Notice No. 1416-2024 does not constitute a material amount that could affect the Issuer's assets, business, or activities;

That, on this particular matter, although it is observed that the numerical correlation made by the Issuer would represent 0.14% of the Issuer's equity, as expressed in its defenses and arguments, it must be noted that to evaluate whether an event has sufficient materiality to constitute a material event, that is, to weigh its capacity to generate a significant influence both on the decisions of a reasonable investor and on the price or liquidity of the securities, two types of elements would have to be taken into account: quantitative elements associated with the economic impact on the issuer's equity, results, financial situation, and qualitative elements, which despite not being quantifiable numerically, do possess significance in the circumstances of the issuer's business or commercial position and allow incorporating better practices regarding transparency, disclosure, and dissemination of information to the securities market;
That, on the other hand, and illustratively, as appreciated in Accounting Bulletin No. 99 of the Securities Exchange Commission – SEC (SEC Staff Accounting Bulletin No. 99 – Materiality 3), materiality is a concept that must comprise the evaluation of the quantitative and qualitative aspects of an event, to determine if its disclosure corresponds. It is necessary to reiterate again, that as appreciated from the referred bulletin, the decisions of the American courts cited, the SEC's rules and its enforcement actions, as well as accounting and auditing literature, all without exception, have considered qualitative factors in various contexts, and have not limited themselves solely to the appreciation of quantitative elements;
That, although what is expressed in the previous paragraph serves as a reference, within a concept of information transparency, any administrative sanctioning procedure for non-compliance with material event regulations has significant impacts from a qualitative perspective, not necessarily quantitative, as the Issuer points out, since it constitutes by itself a parameter or indicator of an issuer's behavior regarding the transparency of the securities market. Said this, and as has been noted in the present case, the object of the PAS was to determine the administrative responsibility of the Issuer for the alleged commission of seven infractions of a serious nature, which can be sanctionable with a fine not less than twenty-five (25) UIT and up to fifty (50) UIT, as verified from the content of Notice No. 1416-2024:

“From the verification of control records regarding the presentation of information to the Public Registry of the Securities Market (RPMV), it has been determined that your represented party would not have complied with the timely presentation of

The communication regarding the addendum to the ‘Bond Issuance Contract Convertible into Shares of Aenza S.A.A.’ signed on July 12, 2021; which had to be communicated as a material event as soon as the event occurred or was known, that is, July 12, 2021; however, it has not been presented to date (Charge No. 1).
The communication regarding the addendum to the ‘Bond Issuance Contract Convertible into Shares of Aenza S.A.A.’ signed on January 24, 2022; which had to be communicated as a material event as soon as the event occurred or was known, that is, January 24, 2022; however, it has not been presented to date (Charge No. 2).
The communication regarding 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 4, 2022, as recorded in Note 15 of the Notes to the audited consolidated annual financial statements as of December 31, 2022 of Aenza (File No. 2023026302); which had to be communicated as a material event as soon as the event occurred or was known, that is, October 4, 2022; however, it has not been presented to date (Charge No. 3).
The communication regarding the final result of the arbitral process followed by Cumbra Perú S.A. (its subsidiary) and Empresa de Generación Eléctrica Machu Picchu S.A., whose arbitral award was issued on July 8, 2021, as recorded in the Annual Report corresponding to the 2022 exercise (File No. 2023022550); which had to be communicated as a material event as soon as the event occurred or was known; however, it has not been presented to date (Charge No. 4).
The communication regarding the initiation of the judicial process for partial annulment of the arbitral award issued on July 8, 2021 in the arbitral process followed by Cumbra Perú S.A. and Empresa de Generación Eléctrica Machu Picchu S.A., to which reference is made in the material event of October 25, 2022 (File No. 2022042696); which had to be communicated as a material event as soon as the event occurred or was known; however, it has not been presented to date (Charge No. 5).
The communication regarding the initiation of an administrative contentious process, upon filing on September 30, 2021 the lawsuit before the Specialized Chamber for Transitional Administrative Contentiousness against the Securities Market Superintendence (Judicial File No. 02231-2021-0-1801-SP-CA-01); which had to be communicated as a material event as soon as the event occurred or was known, that is, September 30, 2021; however, it has not been presented to date (Charge No. 6).
The communication regarding the initiation of an administrative contentious process, upon filing on October 15, 2021 the lawsuit before the Specialized Chamber for Transitional Administrative Contentiousness against the Securities Market Superintendence (Judicial File No. 02359-2021-0-1801-SP-CA-01); which had

That, the materiality and relevance thereof lies in the fact that the Issuer would have committed seven (07) infringing conduct of a serious nature, as a consequence of the omission in the communication of material events between July 8, 2021, and October 4, 2022, repeated conduct that by its significance greatly affects the transparency and integrity of the securities market and, therefore, the reputation, business, and activities of the Issuer;
That, in other words, the qualitative elements of its materiality are based on the fact that the procedure described in the previous paragraphs could have the capacity to significantly influence the investment decisions of a reasonable investor or on the price, liquidity, or quotation of the security, taking into consideration a negative effect on its reputation and commercial image of the Issuer, due to successive non-compliances that have been generated;
That, likewise, it corresponds to specify that the Issuer, by maintaining securities registered in the RPMV, is obliged to observe and comply with the regime of communication and disclosure of information 4 in strictness, regarding the presentation of periodic and eventual information in a timely manner, without this implying violation of any principle of legality and typicity;
That, it should be noted that, according to item 33 of Annex 1 of the Material Events Regulation, the initiation of administrative procedures that can affect the business and activity of the issuer qualifies as a material event. Regarding this, it is important to note that this material event by its wording “may” has a conditional or potential element, and not necessarily of result, so its publicity is important, since we are facing a situation that can be taken as contingent or that possibly will happen, it is for this reason that it does not necessarily have to be admitted as the unique element that must be material or quantitative for the obligation to arise;
That, regarding what was indicated by the Issuer in the aspect that the present PAS would not be respecting the principles of the state's sanctioning power and the principles of administrative procedures; it must be indicated that the present PAS has been developed in full respect of the powers attributed to the SMV and of the guarantees inherent to administrative procedures, which are contained in the TUO of the LPAG and the Sanctions Regulation. In the present PAS, all defense rights of the Issuer have been guaranteed in accordance with the regulations;
That, regarding what was indicated by the Issuer in its defenses and arguments referring to the violation of the principle of legality or legitimate trust by requiring the communication of material events specifically to the Issuer for the initiation of a PAS against it by the SMV, this Office considers that said argumentation is not supportable because the

4 Article 1.- Purpose
Establish the regime of communication and disclosure of material events and confidential information that obligated persons must observe in accordance with the Securities Market Law and its regulatory norms, in order to protect investors and promote efficient and transparent markets.

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship present PAS has been developed with full respect of the powers attributed to the SMV by the TUO of the LMV and the LOSMV and of the guarantees proper of administrative sanctioning procedures, and additionally, as is public knowledge, the Issuer in previous opportunities has communicated similar material events to the charge imputed which is the subject of the present PAS;

That, in that sense, it can be observed, for example, that through the material event of June 24, 2022 (File No. 2022026478), the Issuer communicated “(...) the initiation of the Administrative Sanctioning Procedure carried out by the General Superintendent of Conduct Compliance, an organ belonging to the SMV, against Aenza S.A.A. regarding various alleged non-compliances or late compliances in the presentation of material events relative to: i) initiation of administrative sanctioning procedures; ii) calls to General Shareholders Meeting; iii) Changes in shareholding and; iv) Financial information to the market, comprised in the 2020 and 2022 period.”; as well, through material event of February 27, 2023 (File No. 2023008886), the Issuer communicated: “(...) the initiation of the Administrative Sanctioning Procedure carried out by the General Superintendent of Conduct Compliance, an organ belonging to the SMV, against Aenza S.A.A. for not timely presenting the documents: i) Reports on the Estimation of the Fair Value of Graña y Montero’s Equity; ii) Glacier – Valuation analysis based on the EY report and iii) Aenza – Executive presentation of the fair value estimation of Aenza’s equity, which qualify as material events as stated in item 24 of Annex 1 of the Material Events Regulation”, information that is disseminated on the “SMV Institutional Page on the Digital Unified Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)” (hereinafter, SMV Institutional Page);
That, according to the above, it is possible to indicate that the initiation of the present PAS is not a particular situation in which the principle of predictability or legitimate trust is being violated, but rather a PAS derived from the non-compliance with the legal duty to communicate material events, a duty that the Issuer, as part of the securities market, has knowledge of in its condition as an issuer with securities registered in the RPMV;
That, consequently, the Issuer did not comply with what is established in Article 30 of the TUO of the LMV and item 9.1 of Article 9 of the Material Events Regulation in the communication of the initiation of the referred PAS and that its conduct is reprehensible insofar as it did not act with the diligence required, thereby affecting the transparency of the market;
That, in accordance with everything expressed, having been proven that the Issuer incurred in a conduct constitutive of infringement by not presenting the material event subject of charge; it will proceed to determine the applicable sanction, for which effect the principle of reasonableness and the sanctioning criteria, contained in Article 344 of the TUO of the LMV, in Article 25 of the Sanctions Regulation and what is provided by item 3 of Article 248 of the TUO of the LPAG, which will be developed in the following section;

V. DETERMINATION OF THE SANCTION

That, the non-compliance referred to the non-presentation of material events is typified in item 2.10 of item 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infringement: “Not communicating material events or not presenting individual or consolidated audited financial statements, individual or consolidated interim financial statements, management report or special audit report and annual reports”;
That, regarding sanctions, Article 34 of the Sanctions Regulation, said infringement 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;
That, having determined the commission of the imputed infringement; it corresponds to determine the sanction considering what is provided in Article 25 of the Sanctions Regulation, in concordance with what is provided by item 3) of Article 248 of the TUO of the LPAG and Article 344 of the TUO LMV. In this sense, it proceeds to analyze: (i) the sanctioning antecedents of the Issuer; (ii) recidivism, for the commission of the same infringement within the term of one (1) year from when the resolution sanctioning the first infringement became final; (iii) the circumstances of the commission of the infringement; (iv) the economic damage caused and its repercussion on the market; (v) the illicit benefit resulting from the commission of the infringement; (vi) the probability of detection of the infringement; (vii) the gravity of the damage to the public interest and/or protected legal interest; and, (viii) the existence or non-existence of intent in the conduct of the infringer (hereinafter, Sanctioning Criteria);

SANCTIONING CRITERIA

That, regarding the gravity of the damage to the public interest and/or protected legal interest, it must be indicated that the timely presentation of eventual information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of a material nature (monetary loss) is evidenced, the reputation of the issuer and market confidence in it could be affected; due to the non-compliance with the obligation to inform the market of material events within the deadline limits by issuers affects the transparency of the market, which is considered a protected legal interest;
That, regarding sanctioning antecedents, Article 25 of the Sanctions Regulation establishes that antecedents of the infringer are the sanctions imposed on them by the SMV and that became final within four (04) years prior to the moment of the commission of the infringement to be sanctioned. Likewise, the commission of the same infringement in the year prior to the infringement to be sanctioned is not considered antecedents. In application of said criterion, it has been verified that the Issuer has sanctioning antecedents, as detailed in the Report;
That, regarding recidivism for the commission of the same infringement, item 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 infringement to be sanctioned. In application of said criterion, it has been verified that the Issuer has the quality of recidivist for having been sanctioned through Resolution of Deputy Superintendent SMV No. 001-2024-SMV/11, with a fine of 5 UIT for having incurred in one (01) infringement of a serious nature, typified in item 2.10 of item 2 of Annex I of the Sanctions Regulation;

That, regarding the circumstances of the infraction, it has been verified from the information disseminated on the Institutional Website of the SMV that, to date, the Issuer has not complied with communicating the material fact referred to at the beginning of the PAS against it via Letter No. 1416-2024-SMV/11.2 of April 12, 2024, which should have been communicated on the day it was notified;
That, regarding the economic damage caused and its repercussion on the market, it must be noted that there is indeed damage that impacts the market; because, not disseminating relevant information such as material facts or not doing so in a timely manner, produces an impact on the transparency of the securities market, which is considered a protected legal interest;
That, regarding the illicit benefit resulting from the commission of the infraction, it can be affirmed that there are not sufficient elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infraction under evaluation;
That, on the other hand, regarding the probability of detection of the infraction, it must be noted that the failure to timely present periodic or occasional information is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;
That, regarding the existence or non-existence of intent in the infringer's conduct, it must be taken into account that it can be stated that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the infraction, 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 Issuer's conduct was negligent, by not acting with the diligence required given obligations already known to the Issuer;
That, consequently, although the Issuer has a history of sanctions, it must be taken into account that it does not have the status of a repeat offender and that no aggravating factors related to the accreditation of quantifiable damage, a serious repercussion on the market, the obtaining of an illegal benefit, or intent in the commission of the infraction are observed;
That, for the purposes of the sanction proposal and considering the circumstances of the commission of the infractions, the provisions of the last paragraph of Article 25 of the Sanctions Regulation must be taken into account, which establishes: "When, from the evaluation of the aforementioned criteria, it is observed that there is no proportionality between the sanction to be imposed and the facts attributed, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than that provided for may be imposed";
That, in the present PAS, it is observed that in addition to the evaluation of the criteria previously developed, it must be taken into account that the charge formulated is for not communicating as a material fact the initiation of an administrative sanctioning procedure for the commission of seven (07) serious infractions sanctionable with 25 UIT, there would be no proportionality between the sanction that would correspond to be imposed for the infraction and the fact attributed (serious infraction ranging from 25 to 50 UIT), so by exception, a sanction corresponding to a classification lower than that provided for will be applied, that is, imposing a sanction corresponding to minor infractions;
That, in attention to the Sanction Criteria previously mentioned and the evaluation carried out by this Adjunct Superintendence, it corresponds to impose on the Issuer a fine amounting to 105 UIT equivalent to S/ 51,500.00 (Fifty-One Thousand Five Hundred and 00/100 Soles) for the serious nature infraction committed, for the non-communication of the material fact referred to the initiation of the administrative sanctioning procedure via Letter No. 1416-2024-SMV/11.2 of April 12, 2024;

VI. On the need to issue a corrective measure

That, in the evaluation of the present PAS, it has been determined that the serious infraction committed by the Issuer has generated harm to the public interest, to the transparency of information, and to the protection of investors, as stated in this Resolution;
That, it is the duty of the SMV to do what is necessary so that the market knows the consequences that have been generated for the Issuer regarding the infraction in which it has incurred. Thus, it corresponds to the SMV to apply certain measures that make it so that more time does not pass without the market knowing the consequences that have been generated for the Issuer. This with the purpose of respecting the principle of opportunity. In addition, it corresponds to reinforce the transparency of information and the protection of investors, which are two (2) of the fundamental principles of the securities market that the SMV must safeguard;
That, in that line of reasoning, having determined in the present PAS that the Issuer has affected the transparency of the securities market information and the protection of its investors, it is necessary to issue administrative measures, in addition to the imposition of a sanction for the determined infraction. This additional measure must have the purpose of correcting, repairing, or attempting to repair the altered situation;
That, therefore, based on what has been exposed, and in observance of the principles of proportionality and reasonableness, the purpose of the SMV and the LMV to ensure the adequate protection of investors must be fulfilled. Considering this, for transparency, it is necessary that the market knows in a timely manner (principle of opportunity) about the consequences and responsibilities that have been generated for the Issuer developed in this Resolution;
That, in accordance with Article 1 of both the LOSMV and the TUO of the LMV, it is the purpose and duty of the SMV "to ensure the adequate protection of investors". Thus, Article 1 of the LOSMV provides:

"Article 1. Definition, Purpose and Functions of the Securities Market Superintendence (SMV) The Securities Market Superintendence (SMV) is a specialized technical body attached to the Ministry of Economy and Finance whose purpose is to ensure the protection of investors, the efficiency and transparency of the markets under its supervision, the correct formation of prices and the dissemination of all information necessary for such purposes, through regulation, supervision and promotion. It has legal personality of internal public law and enjoys functional, administrative, economic, technical and budgetary autonomy, constituting a budgetary item. Its functioning is governed by the provisions contained in this Law and its organization and functions regulation. The functions of the Securities Market Superintendence (SMV) are the following: (…)" (Underlining and emphasis added);

5 The Supreme Decree No. 309-2023-EF set the UIT for the 2024 exercise at S/ 5,150.00.

That, in Article 1 of the TUO of the LMV it is established:

"Article 1.- Purpose and Scope of the Law.- The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor.
Public offerings of securities and their issuers, public offering securities, intermediation agents, stock exchanges, clearing and settlement institutions, securitization companies, mutual investment funds in securities, investment funds, and in general, the other participants in the securities market are included in this law, as well as the supervisory and control body. Unless expressly stated otherwise, its provisions do not extend to private offerings of securities. (…)";

That, regarding the function and responsibility of the SMV, it is necessary to take into account that Article 7 of the TUO of the LMV provides:

"Article 7.- Control and Supervision.
The Securities Market Superintendence (SMV) is the public institution responsible for the supervision and control of compliance with this law. (…)" (Underlining and emphasis added);

That, regarding the SMV's faculty to issue corrective measures, what is provided in Article 352 of the TUO of the LMV is had:

"Article 352.- Precautionary, Provisional and Corrective Measures The SMV is authorized to issue precautionary, provisional and corrective measures regarding natural or legal persons under its competence, regardless of whether a sanctioning procedure has been initiated or not. (…)" (Underlining and emphasis added);

That, regarding the definition or scope of corrective measures, what is established in Article 19 of the Sanctions Regulation is had:

"Article 19.- DEFINITION.- Corrective measures are those mandates oriented to restore, reverse, repair, or restate that situation altered by the non-compliance with the regulations under the supervision of the SMV. These measures may be issued prior to the initiation of an administrative sanctioning procedure or at the moment of the determination of administrative responsibility.
Corrective measures may consist of obligations to give,

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendence
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 authorship do and not do, and must establish in a precise and indubitable manner the task assigned to the regulated party, identifying those obligated to comply with them. Corrective measures must be issued through a duly motivated decision and observing the principles of Proportionality and Reasonableness." (Underlining and emphasis added);

That, likewise, regarding corrective measures, it is necessary to refer to what is provided in Article 251 of the TUO of the LPAG:

"Article 251. - Determination of Responsibility
251.1 The administrative sanctions imposed on the regulated party are compatible with the issuance of corrective measures conducive to ordering the restoration or repair of the situation altered by the infraction to its previous state, including that of the affected goods, as well as with the indemnification for damages and losses caused, which are determined in the corresponding judicial process. Corrective measures must be previously typified, be reasonable and adjust to the intensity, proportionality and needs of the legal interests protected that are sought to be guaranteed in each concrete case. (…)"
(Underlining and emphasis added);

That, regarding the typification of corrective measures in Annex XX of the Sanctions Regulation it is established:

"ANNEX XX
On Corrective Measures
In accordance with what is established in Article 21 of the Regulation, the SMV, when determining administrative responsibility, may issue the following corrective measures:
(…)"
2) Presentation as a material fact of the information that the SMV determines. […]"
(…)" (Underlining and emphasis added);

That, regarding the competence or faculty of the SASCM to issue corrective measures, numeral 12 of Article 43 of the ROF-SMV establishes:

"ARTICLE 43°.- Specific functions of the Adjunct Superintendence of Market Conduct Supervision:
(…)
12. Issue, modify or revoke, precautionary, corrective and/or provisional measures, ex officio or at the request of a party, in cases submitted to its knowledge; (…)". (Underlining and emphasis added);

That, in concordance with the previous article, it is also had regarding the competence or faculty of the SASCM to issue corrective measures, numeral 13 of Article 43 of the ROF-SMV establishes the following:

"ARTICLE 43°.- Specific functions of the Adjunct Superintendence of Market Conduct Supervision:
(…)
13. Within the scope of its competence, impose sanctions in the first administrative instance for the commission of infractions whose compliance control corresponds to the Adjunct Superintendence of Market Conduct Supervision, with the exception of infractions to the norms on the timeliness in the presentation of periodic or occasional information. The respective sanction resolution may dispose the application of corrective measures tending to reverse the situation altered by the commission of the infraction; (…)" (Underlining and emphasis added);

That, in that sense, based on what has been exposed in this Resolution, and in observance of the principles of proportionality and reasonableness, the purpose of the SMV and the TUO of the LMV to ensure the adequate protection of investors and the transparency of the market must be fulfilled, it corresponds to issue the corrective measure consisting of ordering the Issuer to comply with communicating as a material fact the initiation of the PAS via Letter No. 1416-2024, within a period not exceeding thirty (30) business days of being notified with this Resolution;
That, the IGSC, being the body of the SMV whose function is to supervise material facts and other information that Issuers must disseminate in the securities market, in accordance with what is indicated in Article 45 and numerals 17 and 43 of Article 46 of the ROF-SMV, is the one that must verify the compliance with what was ordered to the Issuer;
That, the public interest, in general, should not continue to be affected by the lack of information transparency, and the principle of opportunity and the principle of primacy of reality must be considered in addition. In that line, it is necessary to reiterate that the transparency of the securities market is a supra-individual or diffuse interest legal good, insofar as it safeguards the interests of investors and potential investors; that is, it is of a sectoral nature, as is the case of the securities market, where investors and potential investors, individually or collectively, may be affected when the norms of presentation of the information that must be revealed to the market in favor of investors are transgressed, so that these make investment decisions duly informed about the issuer and its securities that are traded in centralized negotiation mechanisms;

In accordance with what is established in numerals 12, 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 1º.- Declare that Aenza S.A.A. has incurred a serious nature infraction typified in subsection 2.10 of numeral 2 of Annex I of the Sanctions Regulation, for not having presented as a material fact the initiation of the administrative sanctioning procedure against it disposed of via Letter No. 1416-2024-SMV/11.2 of April 12, 2024.

Article 2º.- Sanction Aenza S.A.A. with a fine of 10 UIT equivalent to S/ 51,500.00 (Fifty-One Thousand Five Hundred and 00/100 Soles), for what is disposed of in Article 1° of this Resolution.

Article 3º.- Issue as a corrective measure that Aenza S.A.A., in accordance with Article 21 and numeral 2 of Annex XX "On Corrective Measures" of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, complies with the obligation to communicate as a material fact the initiation of the administrative sanctioning procedure against it disposed of via Letter No. 1416-2024-SMV/11.2 of April 12, 2024, within the term of thirty (30) business days counted from the day following the notification of this Resolution.

Article 4º.- Dispose that the General Superintendence of Market Conduct Supervision of the Securities Market Superintendence – SMV verify the compliance with what is disposed of in Article 3° of this Resolution, in accordance with what is indicated in the considerations thereof, and that in accordance with the exercise of its competencies and keeping in mind the applicable regulatory framework, inform the competent body of the Securities Market Superintendence – SMV, on the compliance with the corrective measure issued.

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

Article 6º.- In case this Resolution is not subject to challenge, it must be published on the "Institutional Website of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)", in observance of what is disposed of in numeral 1 of Article 7 of the "Policy on dissemination of normative projects, legal norms of general character, early agenda and other administrative acts of the SMV", approved by SMV Resolution No. 014-2014-SMV/01, and by what is disposed of in the last paragraph of Article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

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

Carlos Enrique Meneses Camargo
Adjunct Superintendent (e)
Adjunct Superintendence of Market Conduct Supervision

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