Adjunct Superintendent Resolution No. 034-2025-SMV/11 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under 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. 034-2025-SMV/11 Lima, May 15, 2025 Summary: The reconsideration appeal filed by Sociedad Minera Cerro Verde S.A.A. against Adjunct Superintendent Resolution SMV No. 028-2025-SMV/11 is declared unfounded. Administered Entity: SOCIEDAD MINERA CERRO VERDE S.A.A. Subject: Administrative Sanctioning Procedure File No.: 2024048902

The Adjunct Superintendent of Supervision of Market Conduct

HAVING SEEN:
The administrative file No. 2024048902, which contains, among other things, the reconsideration appeal dated May 2, 2025, filed by Sociedad Minera Cerro Verde S.A.A. (hereinafter, the Issuer) against Adjunct Superintendent Resolution SMV No. 028-2025-SMV/11 of April 8, 2025 (hereinafter, the Impugned Resolution), which resolved to sanction the Issuer with a fine of 0.90 UIT equivalent to S/ 4,455.00 (Four Thousand Four Hundred Fifty and 00/100 Soles), and Report No. 614-2025-SMV/11.2 (hereinafter, the Report), issued by the General Intendancy of Conduct Compliance (hereinafter, the IGCC) of the Adjunct Superintendency of Supervision of Market Conduct (hereinafter, the SASCM);

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

That the administrative file No. 2024048902 contains the documentation and information regarding an administrative sanctioning procedure (hereinafter, PAS), which has been brought to the knowledge of the SASCM in observance of the exercise of the supervisory function and the sanctioning power of the Securities Market Superintendency – SMV, established through the Concordant Single Text of its Organic Law, Legislative Decree No. 26126 (hereinafter, Organic Law of the SMV), and the Unified Text of the Securities Market Law,

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF 1 (hereinafter, TUO of the LMV), as well as what is provided for 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 Securities Market Superintendency, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF SMV), in the sense that it is a specific function of the SASCM to resolve reconsideration appeals against the resolutions it issues;

II. FACTS
2. That, through the Impugned Resolution, it was resolved to sanction the Issuer with a fine of 0.90 UIT equivalent to S/ 4,455.00 (Four Thousand Four Hundred Fifty and 00/100 Soles) for the late presentation of a material event referred to the agreement on the distribution of profits and the establishment of registration and delivery dates;
3. That, through a written submission presented on May 2, 2025, the Issuer filed a reconsideration appeal against the Impugned Resolution;
4. That, through Memorandum No. 1731-2025-SMV/11 of May 5, 2025, the Office of the SASCM requested the IGCC to evaluate the reconsideration appeal presented by the Issuer;
5. That, the arguments of the reconsideration appeal filed by the Issuer have been subject to evaluation in the Report by the IGCC, which has been submitted to the knowledge of the SASCM;

III. MATTERS TO BE DETERMINED
6. That, it corresponds to determine whether or not to reconsider what was resolved in the Impugned Resolution;

IV. ANALYSIS
4.1. OF THE IMPUGNATORY APPEAL
7. That, first of all, it must be specified that PAS related to the timeliness in the presentation of periodic and eventual information correspond to be processed in a single instance, that is, in charge of the SASCM, as indicated in article 43 of the ROF SMV 2;
8. That, in accordance with what is provided in articles 218 3, 219 4 and 221 5 of the Unified Text of Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG), the reconsideration appeal must be presented within fifteen (15) days of communication of the impugned administrative act. In this case, it is appreciated that the Resolution was notified to the Issuer on April 8, 2025 and the reconsideration appeal was filed on May 2, 2025; that is, within the legal deadline established;
9. That, it must be indicated that the other requirements for the filing of the reconsideration appeal, established by article 221 concordant with article 124 6 of the TUO of the LPAG, have been verified and fulfilled; therefore, the evaluation of the present reconsideration appeal proceeds;

4.2. EVALUATION OF THE RECONSIDERATION APPEAL
10. That, next, it will proceed to expose in a synthesized manner the arguments presented in the reconsideration appeal filed by the Issuer, which does not imply that each aspect of the impugnative appeal was not taken into consideration:
(i) The Issuer points out as a first argument that the Impugned Resolution has incurred a vice of fact such as non-observance of the principle of material truth by stating that considering 22 contains a relevant factual error in affirming that the Issuer would have regularized the situation belatedly, without specifying that the corrective communication was sent on November 17, 2023, that is, before the start of the PAS and as soon as the technical problem of MVNET was solved. It considers that this fact was expressly recognized in documents already in the file, and its omission in its evaluation constitutes a violation of the principle of material truth collected in numeral 1.11 of article IV of the TUO of the LPAG, which, in its opinion, has led to a biased interpretation of the facts. (ii) Similarly, the Issuer maintains that the imposed fine lacks legal and factual justification, since the existence of an economic detriment impacting the market has not been demonstrated. According to the Issuer, neither the nature nor the amount of the alleged damage, nor affected operations nor distortions in the share price have been identified. As proof, it points out that the value of its "CVERDEC1" share remained stable at US$ 30.500 between November 10 and 13, 2023, which, in its opinion, evidences the total absence of impact on the market. The Issuer argues that, given the lack of concrete evidence or adequate motivation, the principles of legality, typicity and motivation established in the TUO of the LPAG are violated. Furthermore, the Issuer emphasizes that any sanction within the framework of administrative law must be fully backed by clear proofs and detailed motivations, which does not occur in this case. The Issuer affirms that the sanction lacks support, since it is not demonstrated how the presentation of the relevant fact influenced the market or investment decisions. Additionally, it invokes the principles of reasonableness, proportionality and due process, pointing out that the speed with which the information was clarified and the stability of the share price reinforce the arbitrariness of the sanction. Consequently, they consider that the sanction must be dismissed for lack of legal support and violation of fundamental principles of administrative law. (iii) The Issuer states that the questioned resolution did not take into account the emails sent to the SMV between November 10 and 17, 2023, in which it was documented about the technical difficulties that prevented timely registration of a relevant fact on the MVNet platform. According to the Issuer, said emails, sent to various institutional addresses of the SMV, along with the subsequent voluntary regularization, constitute sufficient proof of its good faith and of the technical impossibility that caused the delay. The omission of this evidence would violate article 248 of the TUO of the LPAG and the principle of due process. (iv) On the other hand, the Issuer states that the fact of
stating that the criterion of probability of detection “is not relevant” in the Impugned Resolution is contradictory and arbitrary, since it does not take into account that it was the company itself who voluntarily and transparently communicated the material fact, without prior audit action by the SMV. It argues that from the beginning it was informed about the technical problems that prevented uploading the information through the MVNet system, even presenting a corrective communication on November 17, 2023. Therefore, not taking into consideration that the aforementioned criterion —that is, whether the fact was discovered by the authority or spontaneously communicated—is unjustified, since this is a key element to differentiate between intentional acts and diligent actions. According to the Issuer, sanctioning without taking into account its collaborative and transparent conduct not only violates the principle of proportionality, but also generates perverse incentives in the sanctioning system, which equates those who comply voluntarily with those who deliberately hide information and states that this interpretation contradicts the preventive purposes of sanctioning law and discourages transparency, by treating diligent administrators and those acting in bad faith equally. Consequently, it considers that the applied sanction is illogical, disproportionate and contrary to the principles established in the General Law of Administrative Procedure, in addition to attacking the objectives of the regulatory framework of the securities market. (v) Finally, the Issuer expresses that the conduct attributed to it was remedied in a brief period, generated no benefit, does not constitute recidivism and was communicated transparently. Based on this, it argues that, according to the New Gradual Regime of Sanctions approved by SMV Resolution No. 007-2023-SMV/01, the imposition of a warning corresponded. Therefore, it considers that the imposed fine violates the principles of reasonableness, gradualness and equity.

That, next, it will proceed to analyze and evaluate the arguments exposed in the reconsideration appeal filed by the Issuer:
(i) With regard to the first argument of the Issuer, it must be indicated that the evidentiary means provided by the Issuer –such as screenshots and emails– and the technical evidence obtained from the internal system of the SMV objectively demonstrated the non-existence of failures in the MVNet system on November 10, 2023, so the non-compliance subject to imputation was configured on that date, in accordance with what was analyzed in detail in considering 21 of the Impugned Resolution. In that sense, although the Issuer claims to have acted diligently by sending a corrective communication on November 17, 2023, this action is legally irrelevant for purposes of exempting it from administrative responsibility, since it does not negate the non-compliance originally configured on November 10, 2023. Thus, the alleged violation of the principle of material truth is disproven, insofar as the Administration has acted based on the elements in the file, has verified the facts objectively and has valued all pertinent evidentiary means, therefore, the assertion that an omission has been committed that denaturalizes the context of the case lacks support. By virtue of what is stated, this Adjunct Superintendency reiterates the foundations contained in the Impugned Resolution and concludes that the argument formulated in this aspect of the reconsideration appeal lacks merit, and must be declared unfounded. (ii) On the other hand, with regard to the second argument of the Issuer, it corresponds to point out that the “economic harm caused and its repercussion on the market” is a sanctioning criterion contemplated in article 25 of the Sanctions Regulation, concordant with numeral 3) of article 248 of the TUO of the LPAG, which was analyzed in considering 34 of the Impugned Resolution, as quoted below:

«34. That, with regard to the existence of an economic harm caused and its repercussion on the market, we must point out that there is indeed a harm that affects the market because by not disseminating relevant information such as material events in a timely manner, an affectation to the transparency of the securities market occurs, which is considered a protected legal good.» In that sense, it must be established that the existence of an economic detriment does not constitute a necessary element for the configuration of the infringement attributed to the Issuer, since this was configured with the non-compliance with its duty to communicate the material event subject to analysis on the same day it occurred, as stated in the Regulation of Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01. In the present case, according to what was stated above, it has been verified through the evidence gathered –including the information obtained from the SMV’s internal control systems– that the Issuer did not communicate in a timely manner the setting of the registration and delivery dates for dividends, which constitutes a normative infringement, regardless of whether there has been an observable variation in the share price or a quantifiable economic damage has been identified. Likewise, it corresponds to reiterate that the economic detriment, as a criterion for grading the sanction, is evaluated in a stage subsequent to the determination of administrative responsibility, so the fact that no direct impact on the share price has been accredited does not invalidate the existence of the infringement nor the legality of the imposed sanction. Consequently, the Issuer's argument that, in the face of the supposed non-existence of economic detriment, the sanction lacks legal support, is incorrect, having been proven that the motivation of the Impugned Resolution is duly founded both in the facts and in the applicable normative framework, and the principles of legality, typicity, reasonableness, proportionality and due process have been respected. By virtue of what is stated, this Adjunct Superintendency reiterates the foundations contained in the Impugned Resolution and concludes that the argument formulated in this aspect of the reconsideration appeal lacks merit, and must be declared unfounded. (iii) With regard to the third argument presented by the Issuer, it must be specified that the emails were subject to analysis in numeral (i) of considering 21 of the Impugned Resolution, in which it was concluded that:
« (…) the Issuer's defense argument, related to the failures presented in the MVNet System, is not sufficient to disprove the non-compliance in the timely communication of the material event referred to the Board of Directors Session of November 10, 2023, in which the distribution of profits was agreed upon and the registration and delivery dates were established. The Issuer had to communicate this information on the same day of its approval in the Board of Directors Session, that is, on November 10, 2023. Furthermore, as observed in the incident report emails, the failures occurred on November 13, 2023, that is, after the day on which the material event corresponding to three (3) calendar days of delay should have been communicated.» (Underline added). By virtue of what is stated, this Adjunct Superintendency reiterates the foundations contained in the Impugned Resolution and concludes that the argument formulated in this aspect of the reconsideration appeal lacks merit, and must be declared unfounded. (iv) With respect to the fourth argument formulated by the Issuer, it corresponds to point out that the criterion referred to the probability of detection of the infringement does not constitute a determining element for the existence or configuration of the infringing conduct, but rather it is a factor that can be considered only in the stage of grading the sanction, aspect that has been duly evaluated in considering 36 of the Impugned Resolution. Likewise, although the Issuer claims to have acted voluntarily and transparently by submitting the corrective communication of the material event on November 17, 2023, this does not negate the non-compliance incurred nor exclude the autonomous verification by the SMV. On the contrary, it must be specified that the infringement was detected promptly by the SMV through its internal control systems, through which it monitors the compliance of issuers' obligations. In that sense, the fact that the Issuer subsequently sent a corrective communication does not prevent recognizing that the detection of the non-compliance did not depend exclusively on the action of the administrator, but was alerted through the institutional mechanisms provided for such purpose. Furthermore, regarding material events that must be communicated on the same day of their occurrence –such as the agreement adopted in board session on the distribution of profits–, their omission is easily verifiable by the authority through its supervision procedures, which reduces the relevance of the probability of detection criterion for purposes of grading the sanction in the present case. By virtue of what is stated, this Adjunct Superintendency reiterates the foundations contained in the Impugned Resolution and concludes that the argument formulated in this aspect of the reconsideration appeal lacks merit, and must be declared unfounded. (v) With regard to the fifth argument of the Issuer, as already indicated in considering 42 of the Impugned
Resolution, the Criteria applicable to administrative sanctioning procedures for non-compliance with the regulations governing 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), state that the sanction of warning may be applied when concurrently the following is met: (i) The affectation to transparency in the market is minimal; (ii) The committed infringement has not caused concrete harm to investors or associates; (iii) The infringing subject does not have antecedents or having them, they are infringements classified as minor offenses imposed in the four (4) years prior to the commission of the infringement being evaluated; (iv) The infringing subject does not

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

had obtained a benefit from their illegal conduct; and, (v) It has not been proven that the offender acted with intent in the commission of the offense.

However, as noted in consideration 43 of the Impugned Resolution, in this PAZ it was determined that the imposition of a reprimand sanction is not appropriate, insofar as the impact on the transparency of the securities market cannot be considered minimal. This is due to the fact that the important event related to the Board of Directors meeting of November 10, 2023 —in which the distribution of profits was agreed upon and the registration and delivery dates were set— was communicated with a delay of three (3) days.

Additionally, it has been verified, through an analysis of the historical quotations of the Lima Stock Exchange, that between November 10 and 13, 2023 quotations and trading operations were recorded on the share "CVERDEC1", which disproves what was asserted by the Issuer in its reconsideration appeal regarding the alleged non-existence of movements or variations in the market during said period, as detailed below in Table No. 1:

Table No. 1: Quotations on November 10 and 13, 2023 for the value
"CVERDEC1"

Therefore, this Adjunct Superintendence reiterates what was stated in the Impugned Resolution and considers that the imposed fine has been calculated in accordance with the Special Sanction Criteria and in compliance with the principles of reasonableness, gradualness, and equity, so this aspect must be declared unfounded.

In accordance with the above, considering what was requested by the Issuer in its appeal, the archiving of the PAS is not warranted, nor is the reduction of the fine imposed through the Impugned Resolution. Likewise, it must be taken into account that the imputation of charges is not subject to appeal, in accordance with the provisions of the first paragraph of literal a) of Article 16 of the Sanctions Regulation.

That, from what has been evaluated by this Adjunct Superintendence in the preceding considerations, it is concluded that the arguments
presented by the Issuer in its reconsideration appeal do not justify revoking or varying what was resolved in the Impugned Resolution, so its reconsideration appeal must be declared unfounded;

PERU Ministry of Economy and Finance

Being governed by the provisions of numerals 14, 22 and 36 of
Article 43 of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- To DECLARE UNFOUNDED the reconsideration appeal
filed by Sociedad Minera Cerro Verde S.A.A. against the Adjunct Superintendent Resolution SMV No. 028-2025-SMV/11 of April 08, 2025.

Article 2º.- To Confirm the Adjunct Superintendent
Resolution SMV No. 028-2025-SMV/11, which sanctions Sociedad Minera Cerro Verde S.A.A. with a total fine of 0.90 UIT for having committed one (1) minor infraction typified in item 3 numeral 3.1 of Annex I of the Sanctions Regulation.

Article 3º.- .To consider the administrative route exhausted.

Article 4º.- To transcribe this Resolution to
Sociedad Minera Cerro Verde S.A.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision

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