Adjunct Superintendent Resolution No. 028-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equality of Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Adjunct Superintendent Resolution SMV
No. 028-2025-SMV/11
Lima, April 8, 2025

Subject: To sanction Sociedad Minera Cerro Verde S.A.A. with 0.90 UIT for having committed one (1) minor infringement, classified in item 3.1 numeral 3 of Annex I of the Sanctions Regulation.

Administered Entity: SOCIEDAD MINERA CERRO VERDE S.A.A.
Subject: Administrative Sanctioning Procedure of a single administrative instance Main Type: Item 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2024048902

The Adjunct Superintendent of Market Conduct Supervision

SEEN:

The administrative file No. 2024048902, containing the administrative sanctioning procedure (hereinafter, the PAS) initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against Sociedad Minera Cerro Verde S.A.A. (hereinafter, the Issuer); as well as Report No. 220-2025-SMV/11.2 (hereinafter, the Report), issued by said General Superintendent;

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

That, the IGCC – the instructing body of the PAS referred to in the present case – has brought to the knowledge of the Adjunct Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2024048902 with the aim that it issues a decision as the sanctioning body of a single administrative instance for the case of infringements regarding the timeliness in the presentation of periodic and eventual information. In this way, the SASCM assumes competence in observance of the exercise of the supervisory function and the sanctioning faculty of the SMV, established through the Concorded Single Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV) and the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1
1
(hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and in articles 42 and 43 of the Regulation of Organization and Functions 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 a single administrative instance for the commission of infringements whose compliance control corresponds to said Adjunct Superintendency. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;

II. FACTS, CHARGES, DEFENSES AND ALLEGATIONS

2.1 Facts

That, it was evaluated whether the Issuer complied with communicating its material facts in a timely manner;
That, from the verification of the information on the timely communication of material facts, it was observed that through a Board of Directors Session held on November 13, 2023, it was agreed: (i) the distribution of profits corresponding to the accumulated results up to September 2023; as well as (ii) the registration and delivery dates for November 30 and December 14, 2023, respectively.
That, subsequently, through a material fact of November 17, 2023, the Issuer communicated via regularization the following:

“(…) On November 13, 2023, we communicated, as a Material Fact, the Board of Directors agreement for the payment of cash dividends in advance, as well as registration and delivery dates, under File No. 2023047754. However, said agreement was taken in a Board of Directors Session dated November 10, 2023 and, due to technical problems, it could not be reported on that date.
With respect to this, through this communication, we rectify the agreement date recorded in said Material Fact, as indicated below:
It says: Date: 11/13/2023
It should say: Date: 11/10/2023 (…)”

2.2 Charge

That, as a result of said evaluation, through Letter No. 5839-2024 -SMV/11.2 of December 30, 2024 (hereinafter, the Charge Letter), a charge was formulated against the Issuer for communicating the material fact referred to the profit distribution agreement and the establishment of registration and delivery dates late, since it should have been informed on the same day of its approval in the Board of Directors Session (November 10, 2023); however, it was communicated on November 13, 2023 2.
That, this non-compliance is classified as a minor infringement in numeral 3.1 of item 3 of Annex I of the Sanctions Regulation;

2.3 Defenses and Allegations

That, through a document dated September 3, 2024, the Issuer presented its defenses, stating the following:

(i) The Issuer states that: “On November 10, 2023, the company attempted without success to upload the information due to technical deficiencies in the MVNet, which was communicated and informed on various occasions to the email atencionSMV@smv.gob.pe, as well as through the corrective communication presented on November 17, 2023”. Consequently, the Issuer concludes that it would be within the exceptions referred to in article 25 of the Regulation of the MVNet and SMV Virtual System, approved by Superintendent Resolution No. 092-2020-SMV/02 (hereinafter, Old MVNet Regulation) 3. As proof of this aspect of the defenses, the Issuer attached screenshots with an alert of “Could not obtain information on Signature parameters”, as well as a copy of the email exchange with the SMV for the attention of the reported problems, to the emails of Suarez, Olga OSuarez@smv.gob.pe; Malca, Milton DMalca@smv.gob.pe; Huisa, Angela AHUISA@smv.gob.pe; and, atencionSMV atencionSMV@smv.gob.pe. Likewise, the Issuer adds that it complied with making corrective submissions within a reasonable period after the overcoming of technical failures, as established in article 26 of the Old MVNet Regulation, also justifying the delay before the start of the present PAS, referencing the material fact of November 13, 2023. In this way, the Issuer affirms that it acted under the principle of good faith contained in article IV of the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG), demonstrating its intention to comply with its obligations.

(ii) Additionally, the Issuer mentions that the imposition of an administrative sanction would negatively affect its reputation and that the application of a fine would imply an unjustified economic burden that could discourage investment and the development of strategic projects;

That, through Supreme Decree No. 004-2019-JUS, the TUO of the LPAG was approved, which contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infringement, (b) The probability of detection of the infringement, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) Recidivism, for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final, (f) The circumstances of the commission of the infringement; and, (g) The existence or not of intent in the conduct of the infringer;
That, the charge formulated, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been brought to the knowledge of the SASCM;
That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 1053-2024-SMV/11 of February 24, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) business days;
That, through a document dated March 4, 2025, the Issuer presented allegations, stating the following:

“2.1 The assertion that the omission significantly affected market transparency is incorrect.

The SMV has not identified real harm or damage to third parties derived from the presentation of the material fact. On the contrary, it has expressly indicated that “there are not sufficient elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infringements under evaluation”.
The information was regularized in a brief period (three business days after the board agreement).
There was no intention to conceal, as the company acted in accordance with the principles of transparency and regulatory compliance.

2.2 The proof regarding technical problems in MVNet has been improperly dismissed.

There are emails sent to the SMV before the start of the PAS, where the company informed about technical failures of the MVNet system that prevented the upload of the material fact on November 10, 2023.
The report has not valued these emails, which constitutes a violation of article 248 of the TUO of Law No. 27444, which obliges the administration to value all evidence provided.

2.3. The proposed sanction is disproportionate.

There is no recidivism or sanctioning antecedents of the company in relation to similar infringements.
The lack of proportionality is contrary to administrative jurisprudence in similar cases, where admonitions have been imposed instead of fines when the infringement had no real impact.”

III. QUESTIONS TO DETERMINE

That, in the present PAS it corresponds to determine the following:

(i) If the Issuer incurred or did not incur the infringement indicated in the Charge Letter and Report.
(ii) If it corresponds or does not correspond to impose a sanction on the Issuer;

IV. ANALYSIS

4.1 Applicable Normativity

That, article 30 of the TUO of the LMV states: “The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct of the centralized trading mechanism, of the material facts, including ongoing negotiations, about itself, the security and the offer made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be”. (Underlining added);
That, numeral 9.1 of article 9 of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (Regulation of Material Facts), indicates: “The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known. (…)”;
That, on this particular, according to numeral 14 of Annex 1 of the Regulation of Material Facts, the following may qualify as material facts: “14. Information relating to the distribution or application of profits of the fiscal year, indicating the amount and fiscal year to which it corresponds, and, if applicable, the dividend and/or percentage of shares released that corresponds per common and/or investment share, the number of shares benefited, as well as the registration date and delivery date of any security or benefit.” (Underlining added);
That, for the purpose of determining the possible sanction, this infringement is classified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infringement: “To submit outside the established period, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts and, annual reports.” (Underlining added);
That, according to article 35 of the Sanctions Regulation, said infringement is sanctionable with an admonition or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

4.2 Evaluation of the Case

That, file No. 2024048902 containing the documentation of the present PAS, it is appreciated that through Memorandum No. 322-2023-SMV/11.1 of January 19, 2024 (File No. 2024002398), the General Superintendent of Conduct Supervision (hereinafter, IGSC) – an organ of the SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to issuers with securities registered in the Public Registry of the Securities Market - RPMV – sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its auditing and/or supervision activity and upon concluding with a report of indications of infringement, determine that its pronouncement or opinion on a specific supervision topic – which may 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 report of indications of infringement of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 4 5;
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 the present resolution, two (2) other organs of the SMV, functionally independent from each other and from this Office; first the IGSC that at its opportunity reported the indications of infringement through the aforementioned memorandum and then the IGCC that, as a result of its evaluation, formulated the Charge Letter and the Report; and at this point of the PAS it corresponds to the Office of the SASCM, to issue a pronouncement containing its decision regarding the mentioned charge, being precise to indicate that by the nature of the same, it will be a first instance administrative decision;
That, with respect to the defense arguments presented by the Issuer, both in its defenses and allegations, it corresponds to indicate the following:

(i) Regarding the alleged technical deficiencies presented in the MVNet on November 10, 2023

Preliminarily, it is important to note that the charge evaluated in the present PAS is based on the fact that the Issuer would not have complied with the obligation to communicate in a timely manner the material fact related to the Board of Directors Session of November 10, 2023, in which it was agreed, the distribution of profits and the establishment of the registration and delivery dates, which should have been informed on the same day of its approval in the Board of Directors Session of November 10, 2023; however, it was communicated on November 13, 2023.

With respect to the above, the Issuer, in its defenses, manifested that it attempted to upload the material fact in question, but that due to technical failures in the MVNet system, it was not possible to complete said process. Likewise, it indicated that it communicated this situation through the email "atencionSMV@smv.gob.pe" and through a communication of November 17, 2023. This same defense argument was reiterated in the allegations presented by the Issuer.

Regarding this, it must be indicated that, as for the evidence presented in both writings, it is observed that, of the three (3) screenshots with the alert “Could not obtain information on Signature parameters”, it should be noted that only in two (2) of said screenshots can the date on which the technical inconveniences occurred be identified, being these November 13 and 14, 2023, as evidenced below:

Image No. 1: Screenshot of 11/13/2023
Source: Writings of defenses (14/01/25) and allegations (14/03/25) presented by the Issuer

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency

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

2 File No. 2023047754.

3 It should be noted that, through SMV Resolution No. 004-2024-SMV/01, the new Regulation of the MVNet and SMV Virtual System (hereinafter, New MVNet Regulation) was approved, which entered into force from March 24, 2024. In this sense, according to article 26 of said regulation, the exceptions for the use of the MVNet system remain.

4 In article 245 of the TUO of the LPAG, the forms or modes in which the auditing activity could be concluded are indicated as follows: 1) Certificate of conformity of the activity developed by the administered entity; 2) Recommendation of improvements or corrections of the activity developed by the administered entity; 3) The warning of the existence of charges not susceptible of warranting the determination of administrative responsibilities; 4) The recommendation of the start of a procedure with the aim of determining the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

5 Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (…) When said organs conclude that there are sufficient indications of possible administrative infringements, they send the corresponding reports to the General Superintendencies of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If applicable, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infringements in the scope of the Regulation of the Participatory Financial 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 infringements will determine whether or not to initiate an administrative sanctioning procedure. (…).”

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Consequently, the conduct constituting the infraction subject to the charge is proven and the administrative responsibility of the Issuer is determined, for which reason, it corresponds to analyze the sanction proposal in accordance with the principle of reasonableness and the sanctioning criteria, which will be evaluated in the sanction determination section. (ii) Regarding the imposition of an administrative sanction and its proportionality with the non-compliance Regarding this matter, the Issuer expressed that the imposition of an administrative sanction would negatively affect its reputation and that the application of a fine would imply an unjustified economic burden that could discourage investment and the development of strategic projects; likewise, it indicates that the imposition of a fine sanction is disproportionate to the non-compliance, so it is worth indicating that this aspect will be evaluated in the following section.
22. That, consequently, 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 for by the principle of reasonableness and the sanctioning criteria, taking into account that the Issuer has corrected the infraction subsequently to the charge letter; which will be evaluated in the sanction determination section;
V. DETERMINATION OF THE SANCTION
23. That, 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 numeral 3) of Article 248 of the TUO of the LPAG and Article 344 of the TUO of the LMV, which develop the sanction graduation criteria: (i) the Issuer's sanctioning antecedents, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion on the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the severity of the damage to the public interest and/or protected legal good and (viii) the existence or non-existence of intent in the conduct of the offender;
24. That, in addition to the previously cited norms, regarding the late communication of material facts, the Special Sanctioning Criteria applicable to the administrative sanctioning procedure for non-compliance with the norms regulating the submission of periodic or eventual information, approved by SMV Resolution No. 006-2012-SMV/01, in force at the time of the commission of the infractions (hereinafter, Special Sanctioning Criteria); will be taken into consideration;
25. That, however, it is worth indicating that through Article 1 of Resolution No. 007-2023-SMV/01 of September 4, 2023, the Gradual Sanction Regime for late submission of financial information, annual report and material facts was approved (hereinafter, New Gradual Sanction Regime), whose Article 4 disposed of its validity from January 1, 2024; and in Article 2 of the aforementioned Resolution the Special Sanctioning Criteria are repealed;
26. That, in attention to the above and considering that the regulation has been modified during the processing of the present PAS, it corresponds to analyze if in the present case the provisions of the New Gradual Sanction Regime should be applied by virtue of the Principle of Favorable Retroactivity, established in numeral 5) of Article 248 of the TUO of the LPAG, which states that: "(...) sanctioning provisions in force at the time the administrator incurs the conduct to be sanctioned are applicable, unless the subsequent ones are more favorable to him";
SANCTIONING CRITERIA
27. That, regarding the severity of the damage to the public interest and/or protected legal good, the presentation of material facts and financial information in a timely manner has the purpose of allowing investors to adopt adequately informed investment decisions. In this way, investors are protected and asymmetry in access to information is reduced, therefore, the protected legal good is the transparency of the securities market, which, when transgressed, affects the public interest. In this sense, the infraction incurred by the Issuer affects the transparency of the securities market;
28. That, regarding the antecedents, the New Gradual Sanction Regime states that "The amount resulting from the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is proven that the offending subject has sanctioning antecedents", without making distinction as to whether they correspond to a different or the same type of infraction. Therefore, in order to determine which is the most beneficial rule, it is considered that the application of the new regulation will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). Likewise, it is stated that, firm sanctions that qualify as recidivism are not considered antecedents. In application of this criterion, it has been verified that the Issuer does not have sanctioning antecedents according to what was evaluated in the Report;
29. That, regarding recidivism for this type of infractions to the securities market, it is appropriate to point out that the Sanctioning Criteria, in force at the time of the commission of these facts, did not include recidivism as a criterion to be taken into account for the application of the sanction, this criterion was only incorporated into national legislation with the validity of Legislative Decree No. 1272 published on December 21, 2016 which modified Law No. 27444, General Administrative Procedure Law;
30. That, in attention to the incorporation of recidivism as a criterion to be taken into account for purposes of determining the administrative sanction and with the purpose of adapting our administrative sanctioning procedures, the new Sanctions Regulation (SMV Resolution No. 035-2018-SMV/01) was approved, valid from December 19, 2018, in which recidivism is incorporated in letter b) of Article 25 of the Sanctions Regulation 6, concordant with what is provided for by letter e) of numeral 3 of Article 248 of the TUO of the LPAG;
31. That, this incorporation in the Sanctions Regulation occurred because it is a criterion of the principle of reasonableness that is part of the principles of the administrative sanctioning power. It is worth adding that, since recidivism does not have a quantum for its application in the Old Sanctioning Criteria, it was considered that it did not modify the amount of the sanction to be imposed determined in accordance with the Old Sanctioning Criteria;
32. That, however, at the time of preparing the present instruction report, the New Gradual Regime 7 is in force, which establishes in numeral 5.2 that "It is considered that there is recidivism if, during the year prior to the commission of the infraction to be sanctioned, one has been sanctioned for an infraction of the same nature as the one intended to be sanctioned, provided that such sanction has become final during said period", likewise, the New Gradual Regime states that for purposes of determining recidivism as an aggravating factor, a quantum of up to 10% has been established that would be added to the fine proposal, if it is verified that the offender is a recidivist. Regarding this, from the verification carried out in the SMV Sanctions System, it has been noted that the Issuer does not have the quality of recidivist;
33. That, regarding the circumstances of the commission of the infraction, we must point out that from the verification of the information disseminated by the issuers on the Institutional Page of the SMV on the Digital Platform of the Peruvian State for Citizen Orientation 8, the late communication of the material fact referred to the Board of Directors Session of November 10, 2023, in which the distribution of profits and the establishment of the registration and delivery dates were agreed upon, which should have been communicated on the same day; is noted, nevertheless, it was sent on November 13, 2023 with a delay of three (3) calendar days;
34. That, regarding the existence of economic damage caused and its repercussion on the market, we must point out that there is indeed a damage that affects the market because by not disseminating relevant information such as material facts in a timely manner, there is an affectation to the transparency of the securities market, which is considered a protected legal good;
35. That, regarding the illegally obtained benefit, in the present case, 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;
36. That, regarding the probability of detection of the infraction, it must be pointed out that the lack of implementation of corrective measures is verified through the internal control systems, so it is considered that, for this type of non-compliance, such criterion is not relevant and therefore does not modify the sanction that corresponds;
37. That, regarding the existence of intent in the conduct of the offender, it can be pointed out 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 before obligations already known by the Issuer;
38. That, consequently, in the present PAS although the Issuer does not have sanctioning antecedents, it is not observed that it has incurred the aggravating factors referred to the accreditation of a quantifiable damage, a grave repercussion on the market, the obtaining of an illegal benefit or intent in the commission of the infraction;
39. That, as indicated above, since the New Gradual Sanction Regime entered into force on January 1, 2024 and the present PAS is in process; it corresponds to analyze if this new regulation is more beneficial or not for the determination of the sanction to be imposed, by virtue of the Principle of Favorable Retroactivity, established in numeral 5 of Article 248 of the TUO of the LPAG, by which it is possible to apply sanctioning norms subsequent to the commission of the offense as long as they benefit the administrator, the sanction that corresponds will be graduated taking into account the Special Sanctioning Criteria and also the New Gradual Sanction Regime;
40. That, regarding this, from the comparison of what is established in subsections (i) and (ii) 9 of numeral 4.2 of the Special Sanctioning Criteria and numeral 6.1 10 of Article 6 of the New Gradual Sanction Regime in order to determine if the reprimand sanction should be applied when concurrently some established assumptions in said norms are met, it is observed that both norms have the same five (5) assumptions and the New Gradual Sanction Regime has incorporated a new assumption referred to that the offending subject is not a recidivist. Regarding this new assumption, the Issuer complies with it, as was mentioned when the recidivism criterion was evaluated;
41. That, according to the above, the application in this case of the Special Sanctioning Criteria or the New Gradual Sanction Regime gives the same result. Taking this into account, it will proceed to apply the regulations in force on the date of the commission of the facts, that is, the Special Sanctioning Criteria ;
42. That, in this sense, subsection ii) of numeral 4.2 of the Special Sanctioning Criteria states that the reprimand sanction can be applied when concurrently the following is met: (i) The affectation to transparency in the market is minimal; (ii) The infraction committed has not caused a concrete damage to investors or associates; (iii) The offending subject does not have antecedents or having them, they are infractions classified as minor offenses imposed in the four (4) years prior to the commission of the infraction being evaluated; (iv) The offending subject has not obtained a benefit from his illegal conduct; and, (v) It has not been proven that the offender acted with intent in the commission of the infraction;
43. That, as detailed in the evaluation of the sanctioning criteria, it was identified that the affectation to transparency in the market has not been

(i) The application of the following guidelines assumes the non-existence of the aggravating factors developed in point V of this section.
(ii) The reprimand sanction can be applied when concurrently the following is met:
(i) the affectation to transparency in the market is minimal; ii) the infraction committed has not caused a concrete damage to investors or associates; (iii) the offending subject does not have antecedents or having them, they are infractions classified as minor offenses imposed in the four (4) years prior to the commission of the infraction being evaluated; (iv) the offending subject has not obtained a benefit from his illegal conduct; and (v) it has not been proven that the offender acted with intent in the commission of the infraction. 10 Article 6.- GUIDELINES FOR THE APPLICATION OF THE GRADUAL REGIME
6.1 CONSIDERATIONS FOR THE APPLICATION OF THE REPRIMAND SANCTION
The reprimand sanction can be applied when concurrently the following assumptions are met:
a. When the affectation to transparency in the market is minimal. This statement is linked to the criterion of the severity of the damage to the public interest and/or protected legal good; b. The infraction committed has not caused a concrete damage to investors or associates;
c. The offending subject does not have antecedents or having them, they are sanctions corresponding to minor infractions imposed by the SMV that had become final in the four (4) years prior to the commission of the infraction being evaluated;
d. The offending subject is not a recidivist; e. The offender has not obtained benefits from his administrative infraction; and, f. It has not been proven that the offender acted with intent in the commission of the infraction.

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml minimum, since the communication of the material fact regarding the Board of Directors session of November 10, 2023, in which the distribution of profits and the establishment of registration and delivery dates were agreed upon, was made with a three (3) day delay, so it is not applicable in the concrete case a sanction of reprimand;
44. That, on the other hand, considering that the sanction of reprimand is not applicable due to the late presentation of the material fact in the present case, it is necessary to determine the applicable fine sanction; therefore, from the comparison of what is established in item (iv) of the Special Sanction Criteria and item 6.2 of the New Graduality Regime (which determine the fine by quantifying the base in UIT and for each day of delay), it is observed that a lower amount to be sanctioned is obtained with the application of the Special Sanction Criteria;
45. That, likewise, with regard to the antecedents, the Special Sanction Criteria 11 establish that “it will increase by two percent (2%) if it is determined that the offending subject has sanction antecedents and by three (3%) if it has antecedents of the same conduct that is intended to be sanctioned.”, likewise, the New Graduality Regime states that “The resulting amount from the application of the guidelines contemplated in item 6.2 may be increased up to five percent (5%) if it is accredited that the offending subject has sanction antecedents”, without making distinction as to whether they correspond to a different or the same type of offense. Therefore, in order to determine which is the most beneficial rule, this Deputy Superintendency considers that the application of the new regulation will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). In the present case, it is observed that the Issuer does not have antecedents;
46. That, finally, with regard to recidivism, the Special Sanction Criteria did not regulate this criterion for its quantification and the New Graduality Regime states that “The resulting amount from the application of the guidelines contemplated in item 6.2 may be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; regarding this, the Issuer is not a recidivist as indicated above, which has been considered in the evaluation;

11 4.2. Guidelines for the application of the criteria (…) (iv) In the event that a reprimand sanction does not apply, the competent bodies of the SMV must observe the following guidelines regarding the circumstances of the commission of the offense:
(…)
Regarding non-compliance in the communication of eventual information, such as material facts  For each calendar day of delay, thirty percent (30%) of one (1) UIT will be added up to a maximum of three (3) UIT.
(…)
(v) The resulting amount from the guidelines contemplated in the preceding item (iv) will be increased by two percent (2%) if it is determined that the offending subject has sanction antecedents and by three (3%) if it has antecedents of the same conduct that is intended to be sanctioned.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml guidelines contemplated in item 6.2 may be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; regarding this, the Issuer is not a recidivist as indicated above, which has been considered in the evaluation;
47. That, in this sense, from the review of the Special Sanction Criteria and the New Graduality Regime of Sanctions, it is observed that for the offense charged, the graduation of the Special Sanction Criteria (Former Sanction Criteria), in force at the time of the commission of the offense, is more favorable, as detailed in the Report and which are collected in the following table;
Table No. 1: Application of the Special Sanction Criteria
48. That, in that framework and from the evaluation carried out by this Deputy Superintendency, it corresponds to impose on the Issuer a fine of 0.90 UIT 12, equivalent to S/ 4,455.00 (Four Thousand Four Hundred Fifty-Five and 00/100 Soles), and;
Being in accordance with what is provided in items 14 and 36 of article 43 of the Regulation of Organization and Functions of the Superintendency of the Securities Market – SMV, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1º.- Declare that Sociedad Minera Cerro Verde S.A.A. has incurred one (1) minor infringement, typified in item 3.1 of item 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for the late presentation of the material fact referred to the agreement on the distribution of profits and establishment of registration and delivery dates, since it should have been informed of its approval in the Board of Directors Session (November 10, 2023); however, it was communicated on November 13, 2023.

12 Value of the UIT (2023): S/ 4,950.00 (Supreme Decree No. 309-2022-EF).

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
Article 2º.- Sanction Sociedad Minera Cerro Verde S.A.A. with a total fine of 0.90 UIT equivalent to S/ 4,455.00 (Four Thousand Four Hundred Fifty-Five and 00/100 Soles), for what is provided in article 1° of this Resolution.
Article 3º.- This Resolution does not exhaust the administrative route, it may be challenged before this Deputy Superintendency of Market Conduct Supervision by filing the reconsideration appeal, administrative appeal recognized in article 218 of the Single Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within the term of fifteen (15) business days, counted from the day following its notification since it is a procedure of a single administrative instance. In the event that this Resolution is not challenged and also meets the other requirements established in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, it may avail itself of the sanction reduction regime corresponding.
Article 4º.- In the event that this Resolution is not subject to challenge, it must be published on the “Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided in item 1 of article 7 of the “Policy on dissemination of normative projects, general legal norms, early agenda and other administrative acts of the SMV”, approved by SMV Resolution No. 014-2014-SMV/01, and by what is provided in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.
Article 5º.- Transcribe this Resolution to Sociedad Minera Cerro Verde S.A.A.
Register, communicate and publish.
Carlos Rivero Zevallos
Deputy Superintendent
Deputy Superintendency of Market Supervision Conduct

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