Adjunct Superintendent Resolution No. 017-2025-SMV/11

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 Adjunct Superintendent Resolution SMV No. 017-2025-SMV/11 Lima, February 27, 2025 Subject: To sanction Aenza S.A.A. with a fine of 7 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.: 2024041689 The Adjunct Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2024041689 containing the administrative sanctioning procedure initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against Aenza S.A.A. (hereinafter, the Issuer); as well as the Report No. 1792-2024-SMV/11.2 (hereinafter, the Report), issued by said General Superintendent; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, the IGCC – the instructing body of the
   administrative sanctioning procedures (hereinafter, the PAS) referred to in the case at hand – has brought to the knowledge of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of the administrative file No. 2024041689 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 of the sanctioning power of the SMV established through the Unified Concordant Text of its Organic Law, Law Decree No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of

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 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, imposing sanctions in first administrative instance for the commission of infractions whose compliance control corresponds to the 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;
2. That, to the present PAS correspond two (2)
administrative instances in accordance with article 15 of the Sanctions Regulation and number 26 of article 12 of the ROF-SMV, the Superintendent of the Securities Market resolves appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACT, CHARGE AND DEFENSE OF THE ADMINISTERED
2.1. Fact
3. That, it was evaluated whether the Issuer complied or not with
communicating the material fact referred to the agreements adopted in the Board of Directors Session of August 31, 2022;
2.2. Charge
4. That, as a result of said evaluation, through
Letter No. 4576-2024-SMV/11.2 of October 15, 2024 (hereinafter, Charge Letter), a charge was formulated against the Issuer for not communicating the material fact referred to the agreements adopted in the Board of Directors Session of August 31, 2022. This material fact should have been communicated on the day of the adoption of the agreements; however, to date, it has not been disclosed to the securities market;
5. That, in the Charge Letter it is indicated that the agreements
before mentioned should have been communicated to the market as a material fact, insofar as they are linked to material facts of the following:
(i) Material fact of November 2, 2020 2
Aenza informed that in the General Shareholders Meeting Non-Presential of Graña y Montero S.A.A. (now, Aenza), held on the same date, the Financial Plan of the Company had been approved, which consisted, among other things, in the issuance of convertible bonds into shares representing the share capital of Aenza up to a maximum amount of US$ 90 million; as well as the delegation of powers to the Board of Directors of Aenza with the effect that this body determines, develops and executes the referred financial plan,

1 By Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Gazette El Peruano, the Unified Ordered Text of the Securities Market Law, Legislative Decree No.
861 was approved.
2 File No. 2020039566. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={B02A8B75-0000-CD17-BCDBA45EBF0FA53B}

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 being able to determine the specific terms and conditions of the convertible bonds. (ii) Material fact of January 13, 2021 3 Aenza informed that in the session of its Board of Directors, held on the same date, the issuance of convertible bonds into shares of Aenza had been approved, as well as the terms and conditions of the bond issuance and the exercise of the preemptive subscription right; and, that it had authorized the gentlemen Luis Francisco Díaz Olivero, Dennis Gray Febres and Daniel René Urbina Pérez, so that any two of them, acting jointly, determine the specific terms and conditions of the transaction that had not been determined by the General Meeting or the Board of Directors, as well as to negotiate and sign all public and private documents required to carry out the issuance. Likewise, Aenza informed that, on the same date, it had signed with Kallpa Securities Brokerage Agent Society S.A., in the capacity of Representative of the Bondholders, the "Convertible Bond Issuance Contract of Aenza S.A.A. Shares", through which the terms, conditions and general characteristics of the convertible bonds to be issued were established, as well as the rights and obligations of the Issuer, of the Representative of the Bondholders and of the Bondholders, in accordance with what is established in the applicable legislation. (iii) Material fact of February 28, 2022 4 Aenza informed that the convertible bonds into common shares with voting rights were issued on August 13, 2021, under the Issuance Contract of January 13, 2021, for US$ 89,970,000.00; and that holders of 11,000 Convertible Bonds, each with a nominal value of US$ 1,000.00 and for a principal amount equivalent to US$ 11,000,000.00, had communicated the exercise of their conversion right. Likewise, Aenza informed that, in this context, on the same date, provisional certificates had been issued for 37,801,073 new common shares of Aenza, with a nominal value of S/1.00 each, with voting rights, which are fully subscribed, fully paid and represent 4.16% of the share capital of Aenza, and that the company had fulfilled to pay the accrued interest of the Convertible Bonds subject to conversion. Furthermore, Aenza informed that, on the same date and as a consequence of the conversion of Aenza Bonds, it had increased its share capital from S/ 871,917,855.00 (Eight Hundred Seventy-One Million Nine Hundred Seventeen Thousand Eight Hundred Fifty-Five and 00/100 Soles) to S/ 909,718,928.00

3 File No. 2021001416. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={A02AFF76-0000-C613-818B2FD1C558151D} 4 File No. 2022008425. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={50EE427F-0000-CE15-8CD0- 845FFB954871}

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 (Nine Hundred Ninety-Seven Million Seven Hundred Eighteen Thousand Nine Hundred Twenty-Eight and 00/100 Soles). (iv) Material fact of March 31, 2022 5 Aenza informed, among other things, that the holders of 78,970 Convertible Bonds, each with a nominal value of US$ 1,000.00 (One Thousand and 00/100 Dollars of the United States of America) and for a principal amount equivalent to US$ 78,970,000.00 (Seventy-Eight Million Nine Hundred Seventy Thousand and 00/100 Dollars of the United States of America), had communicated the exercise of their conversion right within the deadlines established in the Issuance Contract. Likewise, Aenza informed that, as a consequence of the conversion of 78,970 Convertible Bonds into Aenza shares, on the same date provisional certificates had been issued for 287,261,051 new common shares of Aenza, with a nominal value of S/1.00 each, with voting rights, which are fully subscribed and fully paid. Furthermore, it was informed that the share capital of Aenza had been increased by S/ 287,261,051.00 (Two Hundred Eighty-Seven Million Two Hundred Sixty-One Thousand Fifty-One and 00/100 Soles), going from the sum of S/ 909,718,928.00 (Nine Hundred Ninety-Seven Million Seven Hundred Eighteen Thousand Nine Hundred Twenty-Eight and 00/100 Soles) to the sum of S/ 1,196,979,979.00 (One Million One Hundred Ninety-Six Million Nine Hundred Seventy-Nine Thousand Nine Hundred Seventy-Nine and 00/100 Soles). (v) Material fact of December 1, 2022 6 Aenza informed the registration of the capital increases and modification of statutes produced on dates February 28, 2022 and March 31, 2022 in the Electronic Part of Aenza, attaching copies of the Testimonies of the Public Deeds corresponding and the annotation of registration in the Public Records. Likewise, it indicated that article 5 of the statute of Aenza will be drafted as follows:
"Article 5.- The capital of the society is of S/ 1,196,979,979.00 (one million one hundred ninety-six million nine hundred seventy-nine thousand nine hundred seventy-nine) shares, with a nominal value of S/ 1.00 each, fully subscribed and paid, all with voting rights".

5 File No. 2022014037. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={308FE27F-0000-C71B-A73E28B5F26C6C88} 6 File No. 2022048353. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={D0A1D084-0000-CA10-B513- 33F5B5FDAE07} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={E0A1D084-0000-CC2C-A3EFA3F6E727568C} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={D0A1D084-0000-CB59-8867- FC9E0EBB3E01} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={D0A1D084-0000-C834-B079- 409D254870A1}

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 seventy-nine) shares, with a nominal value of S/ 1.00 each, fully subscribed and paid, all with voting rights".
6. That, the material facts before cited are
linked to the agreements approved in the Board of Directors Session of August 31, 2022, since the latter relates to the General Shareholders Meeting Non-Presential of the Issuer held on November 2, 2020, and with the session of Board of Directors of the Issuer of January 13, 2021, in which it was agreed, among other things, the issuance of convertible bonds into shares representing the share capital of the Issuer, which would later lead to a capital increase of the Issuer;
7. That, likewise, the General Superintendent of Supervision
of Conduct (hereinafter, IGSC) has verified that the modifications to article 5 of the social statute of the Issuer, registered in Entry B00016 of Part No. 11028652 of the Register of Legal Entities of SUNARP, has comprised the agreements held in the General Shareholders Meeting of November 2, 2020, its reopening of November 3, 2020, the Board of Directors Session of January 13, 2021 and the Board of Directors Session of August 31, 2022, this last corporate agreement is the subject of the charge that has been formulated against the Issuer;
8. That, in that line, as indicated in the Charge Letter,
the IGCC carried out the search for title No. 2022-02976732, appearing the observation sheet of November 24, 2022, where the observation to the registration of the statutory modification of the Issuer in SUNARP is found and reference is made to the minutes of the Board of Directors session of August 31, 2022, referred to capital increases of the society;
9. That, due to all the foregoing, it is observed that the
Issuer did not disseminate as a material fact the agreements adopted in the Board of Directors session of August 31, 2022, despite the following: (i) in said Board of Directors session the capital increases of the Issuer are ratified, which was necessary for its registration in SUNARP; and, (ii) the referred Board of Directors session is celebrated considering the powers delegated by the General Shareholders Meeting of the Issuer of November 2, 2020, in which it was agreed that the Board of Directors of the Issuer could determine, develop and execute the Financial Plan of the Company, under the following powers:
"(a) Determine the issuance of Convertible Bonds or Corporate Bonds or both; (b) Determine the specific terms and conditions of the Convertible Bonds and/or Corporate Bonds, including the power to determine the granting of guarantees and/or establishment of trusts on direct assets of the Company; (c) Determine in case it opts to issue Convertible Bonds:
(i) The terms and conditions for the exercise of the preemptive subscription right in accordance with what is provided in the applicable laws, which include the issuance of preemptive subscription certificates, the possibility that all those who may have such preemptive subscription right exercise it in two rounds, the publication of the respective notice, the establishment of the registration date and the delivery date, as well as the negotiation period of the preemptive subscription certificates and the procedure applicable in case there remain Convertible Bonds unsubscribed after the two rounds of preemptive subscription;

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 (ii) Determine in case the convertible event of the Convertible Bonds occurs:
(A) The form of representation of the shares to be issued in accordance with what is established by the applicable laws; (B) The issuance or not of provisional share certificates; (C) The amount by which the capital will be increased based on the converted obligations; (D) The new drafting of article 5 of the Social Statute that results necessary as a consequence of the capital increase; and, (E) The other aspects that are necessary or convenient to carry out said conversion. (...)" (Emphasis and underline added).
10. That, therefore, it is concluded that the agreements
adopted in the Board of Directors session of the Issuer of August 31, 2022 (hereinafter, the "Board of Directors Session"), despite being a ratification, had to be informed to the market as a material fact, insofar as they were directly related to the capital increases of the Issuer, a situation that was of necessary interest for investors;
11. That, the omission in the presentation of material facts is typified as a serious infringement in item 2.10 of number
2 of Annex I of the Sanctions Regulation;
2.3. Defense
12. That, the Issuer states in its defense that it has not
incurred in the imputed infringement, since the agreements adopted in the Board of Directors Session do not qualify as material facts, so it had no obligation whatsoever to reveal them to the market under the regulation of the securities market;
13. That, in that sense, the Issuer indicates that in the Board of
Directors Session various agenda points were approved, among which, was the ratification of the capital increases formalized through public deeds of February 28, 2022 and March 31, 2022, which together increased the share capital of the Issuer in the sum of S/ 1,196,979,979.00 (One Million One Hundred Ninety-Six Million Nine Hundred Seventy-Nine Thousand Nine Hundred Seventy-Nine and 00/100 Soles);
14. That, the Issuer maintains that said capital increases "were executed and legally effective" through the following acts (hereinafter, "Capital Increase Acts"):
(i) General Shareholders Meeting of the Issuer of November 2, 2020, by virtue of which the Financial Plan of the Issuer was approved, which consisted, among other things, in the issuance of convertible bonds into shares representing the share capital of the Issuer, as well as the delegation of powers to the Board of Directors to develop and execute said financial plan. (ii) Board of Directors Session of November 3, 2021, through which, in use of the powers delegated by the General Shareholders Meeting, the subscription of the Convertible Bond Issuance Contract of Aenza S.A.A. Shares with Kallpa Securities SAB S.A. was approved, through which the Issuer could issue convertible bonds up to a maximum circulating amount of US$ 90,000,000.00 (Ninety Million United States Dollars and 00/100).

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 (iii) Exercise of the conversion right by holders of 11,000 convertible bonds to shares of the Issuer, formalized through public deed of February 28, 2022, which increased the share capital of the Issuer from S/ 871,917,855.00 to S/ 909,718,928.00. (iv) Exercise of the conversion right by holders of 78,970 convertible bonds to shares of the Issuer, formalized through public deed of March 31, 2022, which increased the share capital of the Issuer from S/ 909,718,928.00 to 1, 196,979,979.00;
15. That, the Issuer states that the acts previously
detailed that led its share capital from the sum of S/ 871,917,855.00 to the sum of S/ 1,196,979,979.00 were duly and timely communicated as material facts in accordance with the Regulation of Material Facts and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Material Facts);
16. That, the Issuer alleges that the Board of Directors Session did not modify the terms of the capital increases before described. In that sense, it indicates that article 315 of the General Law of Societies, Law No. 26887 (hereinafter, LGS) establishes that a society may issue convertible bonds into shares in accordance with the public deed of issuance, which must contemplate the deadlines and other conditions of the conversion;
17. That, likewise, the Issuer adds that article 317 of the LGS establishes that the capital increase as a consequence of the conversion of obligations is formalized without the need for any other resolution than the one that gave rise to the public deed of issuance;
18. That, the Issuer also states that article 100 of the LMV establishes that: i) bondholders may request the conversion at any time according to the procedure and deadlines established, ii) administrators will issue the corresponding shares within three months following the date on which the exercise of the conversion right was communicated to the company and iii) the capital increase will be registered in the Commercial Register by virtue of the declaration with notarially legalized signature that administrators make;
19. That, on the other hand, the Issuer indicates that article 65 of the Regulation of Company Registration, approved by Resolution of the National Superintendent of Public Registers No. 200-2001-SUNARP-SN, establishes that if the capital increase is carried out by conversion of credits or obligations, the creditor's consent may be recorded in a written document, with signature legalized by a Notary, which will be inserted in the public deed;
20. That, due to all the foregoing, the Issuer concludes that the intention of the cited regulation is that, after the conversion right has been exercised, it is not necessary to adopt any additional corporate agreement, insofar as all the conditions of the conversion are contained in the public deed of issuance, leaving no aspect to define;
Acts executed in the framework of the capital increases
21. That, the Issuer indicates that in the General Shareholders Meeting of November 2, 2020, the Board of Directors was delegated the performance of all acts required to effect the conversion of the convertible bonds,
directly or through delegation of powers to management;

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
22. That, the Issuer states that by virtue of said delegation of powers, the approval was given to carry out the private issuance of convertible bonds up to a maximum amount of US$ 90,000,000.00 as well as the specific terms and conditions thereof and the signing of the Issuance Contract, for which powers were granted in favor of members of the Issuer's management, so that they can determine the terms and conditions that were not foreseen in the General Shareholders' Meeting or the Board of Directors Session, as well as sign the public or private documents necessary to formalize and/or perfect the issuance of the convertible bonds;
23. That, in this sense, the Issuer states that through the Issuance Contract – elevated to public deed dated January 13, 2021 – the issuance of convertible bonds into shares was regulated, establishing the conditions thereof and the rights and obligations of the Issuer and the holders of the convertible bonds;
24. That, the Issuer adds that, taking into account this framework, the holders of the convertible bonds exercised their conversion right and, under the understanding that no additional agreement was necessary under the provisions of article 317 of the LGS and article 100 of the LMV cited above, members of the Issuer's Management signed the Public Deeds of Capital Increase and Partial Modification of the Bylaws dated February 28 and March 31, 2022, respectively, through which they formalized: i) the issuance of the shares subject to the capital increases and ii) the modification of article 5 of the Bylaws, changing the social capital from the sum of S/ 871,917,855.00 to the sum of S/ 1,196,979,979.00;
25. That, in accordance with the above, the Issuer alleges that with the signing of the public deeds mentioned in the previous paragraph, the capital increases became effective, thereby completing all the acts required by the LGS and the LMV in order to proceed with the registration of said capital increases in the Public Registry of Legal Entities of SUNARP;
26. That, the Issuer indicates that according to article 1 of the Regulation of Significant Events, the regulation of significant events aims to protect investors, as well as provide transparent markets. In this sense, the Issuer indicates that in the present case this purpose has been fulfilled with the communication of the Capital Increase Acts, so that the market and investors already had the information required by the LMV and the Regulation of Significant Events regarding the capital increases;
27. That, therefore, the Issuer concludes that there is no reason to justify informing the ratification of the capital increases carried out in the Board of Directors Session, since said ratification did not involve any information that had not been previously informed to the market as a significant event. The Issuer adds that the ratification of said agreements had the sole purpose of facilitating the registration of the capital increases in the Public Registry of Legal Entities of SUNARP;
Ratification of a previously adopted agreement
28. That, the Issuer states that the Public Registry of Legal Entities has made observations to the title of registration of the capital increases, indicating, among others, that the determination of the amount of the capital increase and the corresponding modification of article 5 of the Bylaws, by the society's attorneys, contravened the provisions of article 206 of the LGS;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
29. That, notwithstanding the above, the Issuer maintains that said reference to article 206 of the LGS was erroneous since in this case the special norm referred to capital increases by conversion of obligations must prevail, that is, articles 317 of the LGS and article 100 of the LMV, which expressly establish that: i) the capital increase by conversion of obligations into shares is formalized without the need for any other resolution than the one that gave rise to the public deed of issuance and ii) the administrators of the company may issue the shares by virtue of their declaration;
30. That, due to the above, the Issuer reiterates that the ratification of the capital increases carried out in the Board of Directors Session had the sole purpose of facilitating their registration in the Public Registry of Legal Entities. However, the Issuer adds that in the present case it is not a matter for evaluation whether the Board of Directors Session was required or not in order to carry out or formalize the capital increases but whether the referred ratification agreements agreed upon in the Board of Directors Session should be informed as a significant event, for which it must be determined if they had the capacity to significantly influence the decision of a reasonable investor to buy, sell, or hold a security or the liquidity, price, or quotation of the securities;
Violation of the principle of typicity
31. That, the Issuer states that in the Notice of Charges it is recognized that the Board of Directors Session was limited to ratifying the aforementioned capital increases. Notwithstanding the above, subsequently reference is made in the Notice of Charges to paragraph 2 of Annex I of the Regulation of Significant Events, which in no case refers to the ratification of an agreement that implies the modification of the bylaws:
"(…)
2. Adoption of agreements that imply the modification of bylaws,
transformation, merger, spin-off and other forms of corporate reorganization; as well as the restructuring, dissolution, liquidation and bankruptcy of the Issuer (…)".
(Underlining added)"
32. That, in this sense, the Issuer adds that the wording of paragraph 2 of Annex I of the Regulation of Significant Events, by not contemplating the ratification of agreements as significant events, is consistent with its position that a ratification that does not modify a factual situation cannot be susceptible to significantly influence the decision of a reasonable investor to buy, sell, or hold a security or the liquidity, price, or quotation of the securities;
33. That, due to this, the Issuer indicates that if it were intended to sanction it for not communicating as a significant event the ratification of agreements adopted through the Board of Directors Session, a violation of the principle of typicity, provided for in paragraph 4, of article 248 of Law N° 27444, General Administrative Procedure Law – LPAG, would be configured, which establishes that only administrative sanctionable conduct are the infractions expressly provided for in norms with the rank of law by their typification as such, without admitting extensive interpretation or analogy;
Non-existence of harm to the market
34. That, the Issuer states that in accordance with the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
article 4 of the Regulation of Significant Events, to evaluate the capacity of influence of the information for its qualification as a significant event, it must be considered, among others, the transcendence of the act in its activity, assets, securities or in their price;
35. That, in the present case, the Issuer maintains that the ratification of the capital increases carried out in the Board of Directors Session does not meet said capacity of influence since it was limited to ratifying agreements previously adopted and that had been timely communicated as significant events;
36. That, the Issuer adds that in accordance with the principle of legality established in paragraph 9 of article 248 of the LPAG, entities must presume that the regulated parties have acted in accordance with their duties unless there is evidence to the contrary. For this reason, the Issuer indicates that the authority must apply this presumption since it has not managed to prove the alleged (and non-existent) non-compliance of the Issuer in the charge referred to in the PAS, and as a consequence thereof, it must dispose of its archiving;
37. That, likewise, the Issuer adds that the imposition of a sanction does not correspond since the repressive purpose is not fulfilled as there is no legal good protected that requires State protection, insofar as the ratification of the capital increases did not modify a factual situation, so they could not be susceptible to significantly influence the decision of a reasonable investor to buy, sell, or hold a security, or the liquidity, price, or quotation of the securities;
Criteria for the gradation of the sanction
38. That, without prejudice to the above, the Issuer indicates that the SMV must take into consideration the criteria established in the Sanctions Regulation for the determination of a sanction, as follows:
a) Recidivism: The Issuer states that it does not have recidivism in the commission of the same infraction, within the period of one (1) year prior to the commission of the infraction to be sanctioned. b) Circumstances of the commission of the infraction: The Issuer states that it has been demonstrated that the Board of Directors Session of August 31, 2022 to which the Notice of Charges refers does not qualify as a significant event and therefore the Issuer has not committed any infraction. c) Economic damage caused and its repercussion on the market: The Issuer indicates that it has not been evidenced that there was concrete economic damage caused to any investor or other market participant as a consequence of the commission of the imputed infraction. d) Illicit benefit resulting from the commission of the infraction: The Issuer states that it has not obtained any economic benefit (or of any other type) arising from the imputed conduct. e) Severity of the damage to the public interest and/or to the protected legal good: The Issuer states that it has not been evidenced and, in fact, has demonstrated that there was no concrete economic damage caused to any investor or other market participant.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría f) Existence or non-existence of intent in the infringer's conduct: The Issuer declares that there has been no intention or malicious direction in its conduct.
39. That, the Issuer adds that as is known to the SMV, the evaluation of said criteria must be carried out in accordance with the principle of reasonableness that governs the conduct of public entities when exercising the sanctioning power and taking into account that the imposition of sanctions must be the last resort, in accordance with the jurisprudence of the Constitutional Tribunal;
40. That, the charge formulated and the criteria regarding the gradation of the sanction have been the subject of evaluation in the Report, which has been brought to the knowledge of the SASCM;
41. That, in observance of what is provided for in paragraph 5 of article 255 of the TUO of the LPAG, through Office No. 018-2025-SMV/11 of January 2, 2025, the Report was sent to the Issuer, so that it formulates its allegations within the period of five (5) business days;
42. That, through writing dated January 8, 2025, the Issuer formulated an admission of responsibility for the imputed infraction; in this sense, it requested that the reduction of the taxable fine by 30% be applied, in accordance with what is established in paragraph 2 of letter a of article 26 of the Sanctions Regulation 7;
III. ISSUES TO DETERMINE
43. That, in the present PAS it corresponds to determine the following:
(i) Whether the Issuer incurred or did not incur the infraction indicated in the Notice of Charges and Report; (ii) Whether it corresponds or does not correspond to impose a sanction on the Issuer;
IV. ANALYSIS
4.1. Applicable regulations
44. That, with respect to the communication of significant events, 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 significant events, including ongoing negotiations, about itself, the value and the offer made of it, as well as to disclose such events in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the event occurs or the issuer takes knowledge of it, as the case may be";
45. That, on this particular matter, article 3 of the Regulation

"Article 26.- Mitigating circumstances for liability for infractions The following constitute mitigating conditions for liability for infractions:
a) Express and written admission of responsibility by the infringer, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:
(…)
2. If the admission is presented after the expiration of the period granted for the presentation of defenses and before the expiration of the period granted to formulate allegations to the instruction report, the reduction amount will be thirty percent (30%).
(…)".

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría of Significant Events states that: "Significant event is any act, decision, agreement, fact, ongoing negotiation or information referred to the issuer, to its securities, or to its businesses that have the capacity to significantly influence: 3.1. The decision of a reasonable investor to buy, sell, or hold a security; or, 3.2. The liquidity, price, or quotation of the issued securities. Likewise, it comprises the information of the Issuer's economic group that it knows or that it should reasonably know, and that has the capacity to significantly influence the Issuer or its securities, in accordance with what is stated in this Regulation";
46. That, in accordance with what is established in article 4 of the Regulation of Significant Events to evaluate the significant influence capacity of the information and its possible qualification as a significant 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 securities or in the offer of these; as well as in the price or the negotiation of its securities;
47. That, likewise, paragraph 6.1 of article 6 of the Regulation of Significant Events establishes as part of the duty of diligence that corresponds to the issuers of securities registered in the Public Registry of the Securities Market (hereinafter, RPMV): "Ensure that the information communicated has the capacity to significantly influence, as defined in articles 3 and 4, and that it is truthful, 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 this Regulation";
48. That, paragraph 2 of Annex 1 that forms part of the Regulation of Significant Events qualifies as a significant event: "2. Adoption of agreements that imply the modification of bylaws, transformation, merger, spin-off and other forms of corporate reorganization; as well as the restructuring, dissolution, liquidation and bankruptcy of the Issuer (…)"; (Underlining added);
49. That, paragraph 9.1 of article 9 of the Regulation of Significant Events states: "The Issuer must inform its significant event as soon as such event occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known. (…)";
50. That, the imputed infraction is typified in paragraph 2.10 of paragraph 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infraction: "Not communicating significant events or not presenting individual or consolidated audited financial information, the individual or consolidated intermediate financial statements, management report or special audit report and annual reports". (Underlining added);
51. That, according to article 34 of the Sanctions Regulation, such infractions are sanctionable with a fine not less than twenty-five (25) UIT and up to fifty (50) UIT;
4.2. Evaluation of the case
52. That, in administrative file No. 2024041689, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 4128-2024-SMV/11.2 of October 9, 2024 (File No. 2023011663); the IGSC—the organ of the SMV that has within its functions and

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría powers, the supervision of compliance with the norms applicable to issuers with securities registered in the RPMV, evaluating the indications of possible infractions, and remits, for its consideration, the respective indications of infraction reports, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
53. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with a memorandum of indication of infraction, determine that its pronouncement or opinion on a specific supervision topic—which can even contain a decision, such as, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it must be specified that said opinion and the indication of infraction report of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 8;
54. That, in this way, it is had that in the evaluation of the facts related to the present PAS have intervened and participated previously to the issuance of this Resolution, two (2) other organs of the SMV, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indication of infraction and then the IGCC which, as a result of its evaluation, formulated the 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 stated, it will be a first instance administrative decision;
55. That, prior to the corresponding analysis, it must be noted that the formulation of this charge was based on the non-communication of a significant event;
56. That, the fulfillment of the obligations regarding the timely presentation of periodic or eventual information by the issuers of securities registered in the RPMV is necessary for the transparency and adequate functioning of the securities market, and in this sense the transparency of information is a protected legal good, it must be noted that the non-observance of said obligation harms or affects it;
57. That, with respect to this non-compliance, the Issuer stated in its defenses that said agreements do not constitute a significant event since they do not modify any factual situation and that they were only carried out to facilitate their registration before observations made by the Public Registry of Legal Entities; since in accordance with article 317 of the LGS and article 100 of the LMV, no additional resolution was required for the formalization of

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

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría

the capital increases and their registration in the Public Registries;

58. That, notwithstanding the foregoing, it must be taken into account that the General Shareholders' Meeting held on November 2, 2020 (hereinafter, the "GSM") which approved the Company's Financial Plan, which consisted, among other things, in the issuance of convertible bonds representing shares of the Issuer's social capital, expressly delegated to the Board of Directors, among others, the following attributes:

«(...)
(ii) Determine, in the event the convertible event of the Convertible Bonds occurs:
(A) The form of representation of the shares to be issued in accordance with what is established by applicable laws; (B) The issuance or not of provisional share certificates; (C) The amount by which the capital will be increased based on the converted obligations; (D) The new wording of Article 5 of the Bylaws that is necessary as a consequence of the capital increase; and, (E) The other aspects that are necessary or convenient to carry out said conversion. (...)» (Emphasis and underline added).”

59. That, in accordance with the foregoing, it can be appreciated that as part of the approval of the issuance of convertible bonds, the GSM expressly delegated to the Board of Directors the approval of the amount by which the social capital would be increased based on the converted obligations, as well as the new wording of Article 5 of the Bylaws that is necessary as a consequence of the capital increase;

60. That, it must be taken into account that in the issuance of convertible bonds, the definitive amount that the company's social capital will have is not determined at the time the aforementioned obligations are approved or issued (without prejudice to establishing a maximum issuance amount), since the amount of the holders of said securities who will exercise the conversion right is unknown. In view of the foregoing and in attribution of its competencies, the GSM expressly delegated to the Board of Directors the final determination of the social capital increase and the modification of the corresponding article of the Bylaws, based on the holders of the securities who exercise the conversion right;

61. That, in this sense, the Issuer's argument that the ratification of the capital increase agreements in the Board of Directors Session did not have materiality since they were only carried out for the purpose of facilitating the registration of the agreements in the Public Registries is not well-founded, since such ratification had to be carried out in accordance with the express delegation that the GSM had made to the Board of Directors for the determination of the capital increase and the modification of the Bylaws, based on the exercise of the conversion right of the holders of the issued convertible obligations;

62. That, therefore, the ratification of the capital increase agreements and modification of Article 5 of the Bylaws carried out in the Board of Directors Session should have been reported as a material event since they were necessary for the determination of the amount by which the social capital would increase due to the conversion of the obligations and the modification of Article 5 of the Bylaws, in accordance with paragraph 2 of Annex 1 of the Material Events Regulation;

63. That, due to the foregoing, the Issuer's argument regarding the imposition of a sanction violating the principle of legality is also not acceptable, since having determined that the ratification of the capital increase agreements and modification of Article 5 of the Bylaws carried out in the Board of Directors Session constituted a material event, by not being disseminated by the Issuer as such, the infraction typified in paragraph 2.10 of paragraph 2 of Annex I of the Sanctions Regulation would have been committed;

64. That, likewise, the Issuer's argument regarding the non-existence of harm to the market insofar as in the Board of Directors Session only agreements previously adopted and which had been timely communicated to the market as material events were ratified, is incorrect since, as has been noted, such ratification agreements should also have been reported to the market insofar as they were carried out in accordance with the delegation of powers that the GSM had made to the Board of Directors of the Issuer. Notwithstanding the foregoing, the harm caused to the market as a result of the commission of the infraction will also be evaluated and taken into account as part of the sanctioning criteria when determining the sanction to be imposed;

65. That, without prejudice to what is indicated in its defenses, by letter dated January 8, 2025, within the deadline to file allegations, the Issuer acknowledged responsibility for the infraction subject to charges and requested the application of the corresponding discount;

66. That, in accordance with the foregoing, having proven the conduct constituting the infraction and determined the administrative responsibility of the Issuer, it corresponds to analyze the sanction proposal in accordance with what is provided by the principle of proportionality and the sanctioning criteria;

V. DETERMINATION OF THE SANCTION

67. That, the non-compliance referred to the non-communication of material events is typified in paragraph 2.10 of paragraph 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infraction: "Not communicating material events or not presenting individual or consolidated audited financial information, individual or consolidated interim financial statements, management report or special audit report and annual reports";

68. That, regarding the sanction, according to Article 34 of the Sanctions Regulation, this infraction is sanctionable with a fine of 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 or of the placement of the public offer;

69. That, therefore, having determined the commission of the imputed infraction, it corresponds to evaluate the sanction in accordance with Article 25 of the Sanctions Regulation, concordant with paragraph 3) of Article 248 of the TUO LPAG and Article 344 of the TUO of the LMV, which develop the sanction graduation criteria: (i) the Issuer's sanctioning antecedents, (ii) recidivism,

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría

(iii) the circumstances of the commission of the infraction, (iv) the economic harm 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 protected legal good and (viii) the existence or not of intent in the infringer's conduct (hereinafter, Sanctioning Criteria);

SANCTIONING CRITERIA

70. That, regarding the gravity of the damage to the public interest and/or protected legal good, it must be indicated that the 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 material gravity (monetary loss) is evidenced, the Issuer's reputation and the market's confidence in it could be affected; because the non-compliance with the obligation to inform the market of material events within the deadline limits by issuers affects market transparency, which is considered a protected legal good;

71. That, regarding the Issuer's sanctioning antecedents, Article 25 of the Sanctions Regulation establishes that the infringer's antecedents are the sanctions imposed on them by the SMV that became final within four (04) years prior to the moment of the commission of the infraction to be sanctioned. Likewise, the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered an antecedent. In application of this criterion, it has been verified that the Issuer has sanctioning antecedents, as detailed in the Report;

72. That, regarding recidivism for the commission of the same infraction, paragraph b) of Article 25 of the Sanctions Regulation establishes that the final sanction imposed by the SMV within the period of one (01) year prior to the commission of the infraction to be sanctioned is taken into account. In application of this criterion, it has been verified that the Issuer does not have the quality of recidivist;

73. That, regarding the circumstances of the commission of the infraction, it must be noted that the Issuer failed to inform the ratification of the capital increase agreements and modification of Article 5 of the Bylaws that were carried out in the Board of Directors Session. However, the Issuer did comply with informing all other acts and agreements related to said capital increases, such as the holding of the GSM, the Board of Directors Session that approved the conditions and terms of the issuance of the convertible bonds, the exercises of the conversion right by the holders of the convertible obligations that took place on February 28, 2022 and March 31, 2022, as well as the final registration of the capital increases and modification of the Bylaws in the Electronic Entry of the Issuer.
    Due to the foregoing, it is appreciated that there was an intention of transparency on the part of the Issuer in the disclosure of the agreements and acts related to the issuance of the convertible bonds that it carried out, as well as the corresponding capital increases and modification of the bylaws related to said issuance process, without prejudice to the fact that, as has been noted, it did not comply with revealing as a material event the ratification of the capital increase agreements and the modification of its Bylaws carried out in the Board of Directors Session;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría

74. That, regarding the economic harm caused and its repercussion on the market, it must be noted that there is harm that impacts the market; because, not disseminating relevant information such as material events produces an impact on the transparency of the securities market, which is considered a protected legal good;

75. 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;

76. That, regarding the probability of detection of the infraction, it must be noted that the failure to present periodic or eventual information is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;

77. That, regarding the existence or not of intent in the infringer's conduct, it must be taken into account that it can be noted 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, in not acting with the diligence required given obligations already known by the Issuer;

APPLICATION OF SANCTION CORRESPONDING TO A CLASSIFICATION LOWER THAN PRESCRIBED

78. That, the last paragraph of Article 25 of the Sanctions Regulation states: "When, from the evaluation of the aforementioned criteria, it is observed that there is no proportionality between the sanction to be imposed and the imputed facts, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than the prescribed one can be imposed." (Underline added);

79. That, in the present PAS, it is observed that from the evaluation of the aforementioned criteria, mainly due to the minimal damage to market transparency and taking into account the circumstances of the commission of the infraction, there would be no proportionality between the sanction that should be imposed and the imputed facts, so, by exception, a sanction corresponding to a classification lower than the prescribed one is imposed, that is, corresponding to minor infractions: reprimand or fine of not less than one (1) UIT and up to twenty-five (25) UIT;

80. That, taking into account the analysis of the aforementioned Sanctioning Criteria, and that the Issuer did comply with disseminating all other acts and agreements related to the issuance of the convertible bonds, mainly the amount of the holders who decided to exercise their conversion right, which would subsequently be reflected in the ratification of the capital increases and modification of Article 5 of the Bylaws carried out in the Board of Directors Session, it corresponds to impose on the Issuer a fine of ten (10) UIT 9 equivalent to S/ 46,000.00 (Forty-Six Thousand and 00/100 Soles);

9 Value of the UIT (2022): S/ 4,600.00 (Supreme Decree N° 398-2021-EF).

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría

RECOGNITION OF RESPONSIBILITY FOR THE INFRACTION

81. That, as has been indicated by letter dated January 8, 2025, the Issuer formulated recognition of responsibility for the imputed infraction within the deadline to present allegations to the Report;

82. That, as a consequence of said recognition of responsibility for the infraction, the reduction of the sanctionable amount by 30% is applicable, in accordance with what is established in paragraph 2 of paragraph a. of Article 26 of the Sanctions Regulation 10;

83. That, in this sense, once the reduction of the sanctionable amount has been made, it corresponds to impose on the Issuer a total fine of seven (7) UIT equivalent to S/ 32,200.00 (Thirty-Two Thousand Two Hundred and 00/100 Soles);

VI. ON THE NECESSITY TO ISSUE A CORRECTIVE MEASURE

84. That, in the evaluation of the present PAS, it has been determined that the serious infraction committed by the Issuer has generated damage to the public interest, to the transparency of information and to the protection of investors, as stated in this Resolution;

85. 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 infractions in which it has incurred. Thus, it corresponds to the SMV to apply certain measures that make it so that no more time passes without the market knowing the consequences that have been generated for the Issuer. This with the purpose that the principle of opportunity is respected. 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;

86. That, in this 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 infractions. This additional measure must have the purpose of correcting, repairing or trying to repair the altered situation;

87. That, therefore, based on what has been exposed, and in observance of the principles of proportionality and reasonableness, it must comply with the purpose of the SMV and the LMV to ensure the adequate protection of investors. 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;

10 "Article 26.- MITIGATING CONDITIONS OF RESPONSIBILITY FOR INFRACTIONS The following constitute mitigating conditions of responsibility for infractions:
a) Express and written recognition of responsibility by the infringer, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:
(...)
2. If the recognition is presented after the expiration of the deadline granted for the presentation of defenses and before the expiration of the deadline granted to file allegations to the instruction report, the amount of reduction will be thirty percent (30%)
(...)
".

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría

88. 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: (...)" (Underline and emphasis added);

89. 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 offers of securities and their issuers, public offer 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, as well as the supervision and control body, are included in this law. Unless expressly stated otherwise, its provisions do not extend to private securities offers. (...)";

90. 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 in charge of the supervision and control of compliance with this law. (...)";

91. That, regarding the SMV's power to issue corrective measures, what is provided in Article 352 of the TUO of the LMV is taken into account:

"Article 352.- Precautionary, provisional and corrective measures The SMV is empowered 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. (...)" (Underline and emphasis added);

92. That, regarding the definition or scope of corrective measures, what is established in Article 19 of the Sanctions Regulation is taken into account:

"Article 19.- DEFINITION.- Corrective measures are those mandates oriented to restore, reverse, repair, or restore that altered situation by the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship non-compliance with the regulations under the supervision of the SMV. These measures can be issued prior to the start of an administrative sanctioning procedure or at the time of determining administrative responsibility. Corrective measures may consist of obligations to give, do, and not do, and must precisely and undeniably establish the task assigned to the administrated party, identifying those obligated to comply with them. The measures corrective measures must be issued through a duly motivated decision and observing the principles of Proportionality and Reasonableness.";
93. That, likewise, regarding the measures
corrective 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 administrated party are
compatible with the issuance of corrective measures conducive to ordering the restitution or repair of the situation altered by the infringement to its previous state, including that of the affected assets, as well as with compensation for damages and losses caused, which are determined in the corresponding judicial process. Corrective measures must be previously typified, be reasonable and adhere to the intensity, proportionality and needs of the legal goods protected that are intended to be guaranteed in each specific case. (…)».
94. That, regarding the typification of the measures
corrective 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 measures corrective:
(…)»
2) Presentation as a material fact of the information that
determines the SMV. […]”
(…)» (Underlining and emphasis added);
95. That, regarding the competence or faculty of the
SASCM to issue corrective measures, in numeral 12 of article 43 of the ROF-SMV it is established:
«ARTICLE 43°.- Specific functions of the Adjunct Superintendence of Supervision of Market Conduct Behaviors:
(…)
12. Issue, modify or revoke, precautionary, corrective and/or
provisional measures, ex officio or at the request of a party, in the cases submitted to its knowledge; (…)» (Underlining and emphasis added);
96. That, in concordance with the previous article, we have
also regarding the competence or faculty of the SASCM to issue measures corrective, numeral 13 of article 43 of the ROF-SMV establishes the following:
«ARTICLE 43°.- Specific functions of the Adjunct Superintendence of Supervision of Market Conduct Behaviors:
(…)
13. Within the scope of its competence, impose sanctions in the first instance
administrative for the commission of infringements whose compliance control corresponds to the Adjunct Superintendence of Supervision of Market Conduct Behaviors, with the exception of infringements to the norms on timeliness in the presentation of periodic or eventual information. The respective sanction resolution may dispose the application of corrective measures tending to reverse the situation altered by the commission of the infringement; (…)» (Underlining and emphasis added);
97. That, in that sense, based on what is exposed in
this Resolution, and in observance of the principles of proportionality and reasonableness, it must comply with the purpose of the SMV and of the TUO of the LMV to ensure the adequate protection of investors and the transparency of the market corresponds to issuing the corrective measure consisting of ordering the Issuer to comply with communicating the material fact referred to the agreements adopted in the Board of Directors Session of August 31, 2022;
98. That, the IGSC, being the organ of the SMV that has as its
function, 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 who must verify the compliance with what is ordered to the Issuer, and; Being in accordance with what is established in numerals 12, 13 and 36 of
article 43 of the Regulation of Organization and Functions of the Superintendence of the
Securities Market - SMV, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1º.- Declare that Aenza S.A.A. has incurred
a serious nature infringement typified in clause 2.10 of numeral 2 of Annex I of the Sanctions Regulation, for not having complied with informing the material fact referred to the agreements of the Board of Directors Session of August 31, 2022.
Article 2º.- Sanction Aenza S.A.A. with a total
fine of 7 UIT equivalent to S/ 32,200.00 (Thirty-Two Thousand Two Hundred and 00/100 Soles), for what is provided 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, comply with the obligation to communicate the material fact referred to the agreements of the Board of Directors Session of August 31, 2022, within the term of thirty (30) business days counted from the day following the notification of this Resolution.
Article 4º.- Order that the General Superintendence of
Supervision of Conduct of the Superintendence of the Securities Market – SMV verify compliance with what is established in article 3° of this Resolution, in accordance with what is indicated in the considerations thereof, and that in accordance

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship with the exercise of its competencies and keeping in mind the applicable regulatory framework, report to the competent organ of the Superintendence of the Securities Market – SMV, about 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 Supervision of Market Conduct Behaviors through the filing of the reconsideration or appeal resource, administrative resources recognized in article 218 of the Unified Text of the Law No. 27444, Law of the General Administrative Procedure, 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 in the “Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is established by numeral 1 of article 7 of the “Policy on dissemination of normative projects, norms of general character, early agenda and other administrative acts of the SMV”, approved by Resolution SMV No. 014-2014-SMV/01, and by what is established 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.
Register, communicate and publish.
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Supervision of Market Conduct Behaviors