Adjunct Superintendent Resolution No. 036-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Adjunct Superintendent Resolution SMV No. 036-2025-SMV/11 Lima, May 19, 2025 Subject: Sanction COSAPI S.A. with three (3) warnings for having committed two (2) minor infractions typified in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation and one (1) minor infraction typified in subsection 3.6 of section 3 of Annex I of the Sanctions Regulation. Administered entity: COSAPI S.A. Subject: Administrative Sanctioning Procedure of single or first administrative instance as appropriate for the type of infraction Main Type: Subsections 3.1 and 3.6 of section 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2025002729 The Adjunct Superintendent of Supervision of Market Conducts SEEN:
The administrative file No. 2025002729, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Intendancy of Compliance with Market Conducts of the Securities Market Superintendency – SMV (hereinafter, IGCC), against Cosapi S.A. (hereinafter, the Issuer); as well as Report No. 517-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, the IGCC —instructor body of the PAS referred to
   in this case—, has brought to the knowledge of the Adjunct Superintendency of Supervision of Market Conducts of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025002729, with the aim that it issues a decision as the sanctioning body of first or single administrative instance, as appropriate for the type of infractions evaluated in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and of the sanctioning faculty of the SMV established through the Unified Concordant Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF 1 (hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROFSMV), in the sense that it is a specific function of the SASCM, impose sanctions in single instance or first administrative instance, according to the type of infraction evaluated whose compliance control corresponds to the referenced Adjunct Superintendency. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
2. That, regarding the charges referred to
   late communication of important facts and late presentation of financial information, they correspond to a single administrative instance in accordance with the second paragraph of article 14 of the Sanctions Regulation and section 14 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, impose sanctions in single administrative instance for the commission of infractions on timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, resolving the Adjunct Superintendent of the SASCM the reconsideration appeals that are formulated against the pronouncements that it issues in single administrative instance;
3. That, regarding the charge referred to the omission of
   presentation of the resume of its designated directors, it corresponds to two (2) administrative instances in accordance with the first paragraph of article 14 of the Sanctions Regulation and section 13 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, impose sanctions in first administrative instance for the commission of infractions whose compliance control corresponds to the SASCM. Complementary to this, in accordance with article 15 of the Sanctions Regulation and section 26 of article 12 of the ROF-SMV, the Superintendent of the Securities Market resolves the appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of the single-instance procedures;
   II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
   2.1 Facts
4. That, it was evaluated whether the Issuer complied or not with
   disclosing to the securities market the important facts, financial information and the resume of its designated directors;
   2.2 Charges
5. That, as a result of such evaluation,

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.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and of the sanctioning faculty of the SMV established through the Unified Concordant Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF 1 (hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROFSMV), in the sense that it is a specific function of the SASCM, impose sanctions in single instance or first administrative instance, according to the type of infraction evaluated whose compliance control corresponds to the referenced Adjunct Superintendency. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
2. That, regarding the charges referred to
late communication of important facts and late presentation of financial information, they correspond to a single administrative instance in accordance with the second paragraph of article 14 of the Sanctions Regulation and section 14 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, impose sanctions in single administrative instance for the commission of infractions on timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, resolving the Adjunct Superintendent of the SASCM the reconsideration appeals that are formulated against the pronouncements that it issues in single administrative instance;
3. That, regarding the charge referred to the omission of
presentation of the resume of its designated directors, it corresponds to two (2) administrative instances in accordance with the first paragraph of article 14 of the Sanctions Regulation and section 13 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, impose sanctions in first administrative instance for the commission of infractions whose compliance control corresponds to the SASCM. Complementary to this, in accordance with article 15 of the Sanctions Regulation and section 26 of article 12 of the ROF-SMV, the Superintendent of the Securities Market resolves the appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of the single-instance procedures;
II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
2.1 Facts
4. That, it was evaluated whether the Issuer complied or not with
disclosing to the securities market the important facts, financial information and the resume of its designated directors;
2.2 Charges
5. That, as a result of such evaluation,

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.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship via Office No. 453-2025-SMV/11.2 (hereinafter, Office of Charges), the following charges were formulated to the Issuer:
IMPORTANT FACTS
Charge 1
Communicate late the important fact referred to the approval of the audited annual consolidated financial statements of the fiscal year 2023 by the Mandatory Annual Shareholders' Meeting held on March 19, 2024, which should have been communicated on the same day; however, it was communicated on March 20, 2024 (File No. 2024011551). FINANCIAL INFORMATION Charge 2 Present late the audited annual consolidated financial statements and their corresponding audit report of 2023 approved by the Mandatory Annual Shareholders' Meeting held on March 19, 2024, which should have been presented on the same day; however, it was communicated on March 20, 2024 (File No. 2024011552). RESUME PRESENTATION Charge 3 From the verification of the important facts sent by its representative, it is noted that on March 19, 2024 it communicated the designation of Mr. Eduardo Enrique Torres Llosa Villacorta, as President of the Board of Directors, agreement approved via Board Session held on the same day, as recorded in the file No. 2024011472. In this regard, its representative had to present the corresponding resume of the director within ten (10) business days following its designation, that is, no later than April 04, 2024; however, to date it has not been presented.
2.3 Defenses
6. That, via written submission presented on February 01, 2025,
the Issuer presented its defenses stating, among others, the following:
Regarding the late communication of important facts (…) on February 28, 2024, it proceeded to inform via Important Fact the Call to the Mandatory Annual General Meeting of Shareholders of COSAPI S.A. This important fact generated file No. 2024008420. In this call, the first agenda point included the “Approval of Integrated Annual Report and Audited Separate and Consolidated Financial Statements of Fiscal Year 2023”, attaching to the Important Fact, the Audited Report by PWC of the Separate and Consolidated Financial Statements. Similarly, as part of the mentioned File, the document describing the Motions for the Meeting was included, Motion No. 1 being the one transcribed below:
MOTION NO. 1
Approval of Integrated Annual Report and Audited Separate and Consolidated Financial Statements of Fiscal Year 2023 Considerations:
As established in the General Companies Law, the Board puts to consideration of the Shareholders' Meeting, the Integrated Annual Report and the Separate and Consolidated Financial Statements of fiscal year 2023 audited by PWC Peru. Similarly, the Board approved the Integrated Annual Report, which includes the Corporate Governance Annual Report corresponding to fiscal year 2023 and the Sustainability Report corresponding to fiscal year 2023, prepared in accordance with the requirements of the Securities Market Superintendency, deciding to submit them to the consideration of the Shareholders' Meeting. Motion:
It is proposed to Approve the Integrated Report, which includes the Good Corporate Governance Report and the Sustainability Report and the Audited Separate and Consolidated Financial Statements of fiscal year 2023. In fact, at the General Shareholders' Meeting, the report, the good corporate governance report and the Separate and Consolidated Financial Statements are approved. It should be noted that the important fact is generated through a format from the MVNET system itself and in the same format it is not possible to upload two structured files of the Financial Statements (Individual and Consolidated). On the other hand, the system is configured in such a way that it uses the information sent at the time of the call automatically. In this sense, by stating that the annual report and the financial statements had been approved in the important fact format, we understood that it referred to the complete financial information that according to our call and motions had been approved. However, upon request from the Stock Exchange, it proceeded to send the structured file of the Consolidated Financial Statements the next day, correcting the involuntary omission of sending the file through the important fact dated March 20, 2024 which generated file No. 2024011551 to which its entity refers.” (Underlining added) Regarding the late presentation of financial information “(…) As a consequence of the restrictions of the MVNET system itself for the sending of the files referred to the agreements of the General Shareholders' Meeting, we omitted involuntarily to include the structured file of the consolidated financial statements, correcting this omission in the shortest time possible, specifically on March 20, 2024 under File No. 2024011552. It is necessary to note that both for the charges made by your entity regarding the important fact and financial information we must consider that we do not consider that the information was presented late, since the individual and consolidated audited financial statements were available from the moment of the call and the approval of both financial statements was inferred even though the structured file was not included due to an involuntary omission. We also consider that this involuntary omission has not generated any impact on the market either in economic terms or in terms of access to information, since this was available since February 28 and its approval was inferred. In this sense, there has been no harm to the public interest. It should also be noted that this omission has not generated any economic benefit to COSAPI nor to the price of its listed values.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Regarding the omission in the presentation of the resume “On March 19, 2024 we sent two communications related to the resignation of Mr. Alvaro Correa from the board of directors of COSAPI and the appointment of Mr. Eduardo Enrique Torres Llosa as new President of the Board of Directors of the company. The first communication corresponds to the formats required by MVNET and the second communication includes the following text:
“Mr. Torres Llosa is an economist graduated from the University of the Pacific, with an MBA from KU Leuven. He has recently studied at the International Institute for Management Development (IMD) and MIT-Columbia University, on digital transformation and agile methodologies. He was Managing Director of BBVA in Peru for more than 11 years, until June 2019. He was President of the Board of Directors of Cosapi S.A. during the period 2020-2022 and General Manager of the Central Reserve Bank.” In this way, we considered the requirement to communicate the resume of our President of the Board of Directors fulfilled within a period shorter than that established by the regulation and with its requirements. Under this understanding, the sending of the resume of Mr. Torres Llosa was omitted as a general communication. On January 30, 2025 and after becoming aware of our omission regarding the form of communication of the resume, we proceeded to upload the information of our President of the Board of Directors in accordance with the regulations of the system, in this case as in previous cases no impact on the market has occurred, no economic benefit has been generated by COSAPI and by having communicated the information as an important fact, transparency of information has been exceeded.” Additionally, regarding the three charges subject to imputation in this PAS he states the following: “We consider that, facing these three charges, it is demonstrated that the market and the entity itself were duly informed and that the non-compliance with some additional formalities required by the use of the MVNET system cannot be subject to sanction taking into account what is established by the principles of the Administrative Procedure Law, a norm that is applicable to any of the Files generated regarding the presentation of an important fact.”
7. That, via Supreme Decree No. 004-2019-
JUS, the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, which contains common norms for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, section 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 infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic prejudice caused, (e) Recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution sanctioning the first infraction became final, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intentionality in the conduct of the offender;
8. That, the charges, the defenses and the criteria
regarding the graduation of the sanction have been subject to evaluation in the Report, which has been submitted to the knowledge of the SASCM;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
9. That, in observance of what is provided by section
5 of article 255 of the TUO of the LPAG, via Office No. 2421-2025-SMV/11 of April 25, 2025, the Report was sent to the Issuer so that it could formulate its allegations within the term of five (5) business days; however, despite being legally notified via the MVNet System in accordance with the MVNet Regulation, to date, it has not presented them;
III. MATTERS TO BE DETERMINED
10. That, in this PAS it corresponds to determine
the following:
(i) Whether the Issuer incurred or did not incur in the infractions indicated in the Office of Charges and Report; (ii) Whether it is appropriate or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
IMPORTANT FACTS
11. That, article 30 of the TUO LMV, states: “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 conducting the centralized trading mechanism, of the important facts, including ongoing negotiations, about itself, the value 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 these institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be.” (Underlining added);
12. That, section 9.1 of article 9 of the Regulation
of Important Facts and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (Important Facts Regulation), states: “The Issuer must inform its important 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 (…)”. (Underlining added);
13. That, section 5.1 of article 5 of the
Important Facts Regulation states the following: “In the Annex that forms part of the present Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer's identification, qualification and classification of the information that could qualify as an important fact.” It should be clarified that the reference to Annex corresponds to Annex 1 of the aforementioned regulation;
14. That, regarding this matter, section 10 of Annex 1
of the Important Facts Regulation, provides the following:
“10. Approval and presentation of financial information, annual report, as well as their respective modifications or corrections. The respective financial information and annual report must be attached, as the case may be.” (Underlining added); FINANCIAL INFORMATION
15. That, article 31 of the TUO LMV establishes: “What
is provided in the previous article does not relieve the issuer of the timely delivery to the SMV

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship and, if applicable, to the respective stock exchange or entity responsible for conducting the centralized trading mechanism, of the information that one or the other requires from it and, necessarily, the one indicated below:
a) Its financial statements and indicators, with the minimum information generally indicated by the SMV, with a frequency not greater than quarterly; and, b) Its annual report, with the minimum information generally established by the SMV. (…)” (Underlining added)
16. That, regarding the term for the approval and
presentation of audited annual consolidated financial statements, articles 16 and 17 of the Standards on Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV, approved by Superintendent Resolution No. 013- 2023-SMV/01, (hereinafter, Standards on Preparation, Presentation and Dissemination of FS), establish that issuers with values registered in the Public Registry of the Securities Market - RPMV are obligated to present the audited annual consolidated financial statements together with their audit report, and must present this financial information on the day it was approved by the corresponding body, and in no case beyond the day on which this has occurred, the deadline limit for its approval and respective presentation being April 30 of each year;
17. That, for purposes of determining the possible sanction,
these infractions are typified as minor infractions in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation, which establishes as an infraction: “Present outside the established term, or present it 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, important facts and, annual reports”. (Highlighting and underlining added);
18. That, in accordance with article 35 of the
Sanctions Regulation, these infractions are sanctionable with a warning or fine not less than one (1) UIT and up to twenty-five (25) UIT; PRESENT RESUME OF BOARD OF DIRECTORS
19. That, regarding this matter, article 13 of the TUO LMV, which establishes the following:
“Article 13.- Purpose.-
(…)
Legal entities registered in the Registry and issuers of registered securities are obliged to present the information that this law and other general provisions establish, being responsible for the truthfulness of said information.”;
20. That, in the same sense, its representative
would have failed to comply with article 5 of SMV Resolution No. 019-2021-SMV/01, modified by SMV Resolution No. 010-2022-SMV/01, which states that:

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency

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 5.- Issuers with programs and/or securities registered in the Public Registry of the Securities Market must present the resume of each of the designated directors, a document that must contain information updated as of the date of appointment of said director, at least with respect to the following:
(i) Their main activity or occupation, which is that which generates the majority of their annual income; and, (ii) Their participation as a member in other boards of directors, including the name of the company for which they hold such position. Likewise, voluntarily, issuers may include information regarding the academic background and professional experience of the director, as well as any other additional information they consider relevant for the market. The resume of each of the designated directors must be presented within ten (10) business days following their appointment, observing the ‘Technical Specifications of the Registration and Supervision Information System – SYRIS’, approved by the Superintendent of the Securities Market. Likewise, in the event that changes occur in the information within three (3) business days after becoming aware of said changes, observing the aforementioned technical specifications”. (Underlining added);

21. That, for the purpose of determining the possible sanction,
    this offense is classified in paragraph 3.6 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor offense: “To submit outside the deadline, or not to submit, the documentation or information, different from that indicated in the preceding numeral 3.1 to which they are obligated by the regulations or by request of the SMV or not to send it according to the technical specifications, when applicable, or to send it incomplete”. (Underlining and highlighting added);

22. That, according to article 35 of the Sanctions
    Regulation, such offenses are punishable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

4.2 Evaluation of the case

23. That, in administrative file No.
    2025002729, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2193-2024-SMV/11.1 dated June 3, 2024 (File No.
    2024023623) and Memorandum No. 5348-2024-SMV/11.1 dated December 30,
    2024 (File No. 2024051908), the General Superintendency of Conduct Supervision (hereinafter, IGSC) —organ of the SMV that has within its functions and powers, the supervision of compliance with the norms applicable to issuing companies with securities registered in the RPMV, evaluating the indications of possible infractions, and sends, for consideration, the reports of indications of infringement respective, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;

24. 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 it with a report of indications of infringement, determine that its pronouncement or opinion on a specific topic of supervision —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 this opinion and the report of indications of infringement of 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 IGSC is not binding for the IGCC, as established in the second paragraph of
article 9 of the Sanctions Regulation 2 3
;

25. 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 or instances administrative of the SMV, functionally independent among themselves and from this Office; first the IGSC which at its opportunity reported the indications of infringement and then the IGCC which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS corresponds to the Office of the SASCM, issue pronouncement containing its decision regarding the charges mentioned, being precise to indicate that by the nature of the same, as has been pointed out previously, it will be a decision of single administrative instance for the charges on late communication of material facts, as well as late presentation of financial statements; and, of first instance regarding the omission of presentation of resume of its designated directors;

26. That, as has been mentioned previously,
    through writing of February 1, 2025, the Issuer presented its defenses regarding the imputations formulated against it; therefore, we proceed with the evaluation of the infractions subject of the present PAS:
    A. Regarding the communication of the material fact (Charge 1) and the presentation of the Consolidated Annual Audited Financial Statements of the fiscal year 2023 (Charge 2) Regarding Charge 1 and Charge 2 it corresponds to point out that although the Issuer points out that through material fact of February 28, 2024 (File No.
    2024008420) informed about the convocation to the Mandatory Annual Shareholders Meeting
    in which they would approve; among others, the consolidated annual audited financial statements of the fiscal year 2023; attaching to the material fact, the Audit Report prepared by PWC of the separate and consolidated annual financial statements, therefore, they do not consider that the information was presented late, since they had the individual and consolidated audited annual financial statements from the moment of the convocation and that the approval of them was inferred even though due to involuntary omission the structured file was not included.

2 In article 245 of the TUO of the LPAG it indicates as forms or modes in which the auditing activity could conclude the following: 1) Certificate of conformity of the activity developed by the administered; 2) Recommendation of improvements or corrections of the activity developed by the administered; 3) The warning of the existence of non-compliance not susceptible to merit 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. «Article 9.- Preliminary inquiries as a consequence of supervision actions (...) When these organs conclude that there are sufficient indications of possible administrative infractions they send the corresponding reports to the General Superintendencies of Compliance, which determine whether or not it corresponds to initiate an administrative sanctioning procedure. If so, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financing Activity and its Administrative Companies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, dependency that if there are sufficient indications of possible administrative infractions will determine whether or not it corresponds 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 On this particular, regarding the communication of material facts, it is worth indicating that, according to what is provided in numeral 10 of Annex 1 of the Regulation on Material Facts, the issuer must inform as a material fact “the approval of the financial information”. In that sense, from the verification of the material fact of March 19, 2024 (File No. 2024011440), no reference is observed to the approval of the consolidated annual audited financial statements of the fiscal year 2023, therefore there was no certainty about the approval of the same by the Mandatory Annual Shareholders Meeting (Image No. 1). Image No.1: Material fact of March 19, 2024 In the same line, regarding the presentation of the financial statements, the numerals 5.1, 5.2 and 5.3 of article 5 of the Norms on Preparation, Presentation and Dissemination of FS, states that issuers must present their financial statements observing the corresponding technical specifications, in a complete manner, approved by the competent bodies and that only will be understood as presented when due compliance has been given to what is disposed in the referred articles. From the verification of the control records referring to the presentation of information to the RPMV, it is observed that the Issuer informed the market as a material fact on March 20, 2024 (File No. 2024011551) that the consolidated annual audited financial statements of the fiscal year 2023 were approved by the Mandatory Annual Shareholders Meeting on March 19, 2024, as well as attached them in a complete manner on March 20, 2024 (File No. 2024011552); that is, they were presented with a day of delay to the date of their approval. It is worth indicating that, although it is observed that on March 19, 2024 (File No. 2024011441), the Issuer sent its consolidated annual audited financial statements of the fiscal year 2023 just with the audit report, it is verified that it was not presented together with the respective structured file. On this, the Issuer points out that the delay in the communication as a material fact

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 importance of the approval of the consolidated annual audited financial statements of the fiscal year 2023 was due to having problems uploading to the MVNET system two structured files of the Financial Statements (Individual and Consolidated) in the same format, since they believed that the complete financial information should be uploaded in a single format. With regard to this, it must be indicated that from the review of the information contained in the Registration and Supervision Information System – SIRYS it is observed that the Issuer is inscribed in the RPMV since 2015 (File No. 2015029837), therefore, it would not be the first time that the Issuer presents its financial information to the SMV, as can be seen from the information published on the Institutional Page of the SMV 4 (hereinafter, Institutional Page of the SMV) in which it is observed that the Issuer every year comes presenting to the SMV its consolidated annual audited financial statements, as can be seen below (Image No. 2):
Image No. 2: Presentation of consolidated annual audited financial statements 2019-2023 of the Issuer Source: Institutional Page of the SMV Therefore, having demonstrated that the Issuer has already done on repeated occasions the procedure of presenting to the SMV its financial information, it was under its responsibility to adopt adequate mechanisms, within its ordinary actions, to comply with its obligation to send the Consolidated Annual Audited Financial Statements corresponding to the fiscal year 2023 and communicate as a material fact the approval of the same within the legal deadline. Additionally, the Issuer points out that the referred infractions would not have generated any affectation to the market nor in economic terms nor in access to the

4 www.gob.pe/smv.

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 information, since this was available since February 28 and its approval was inferred. With regard to this, it corresponds to indicate that these arguments will be evaluated at the moment of determination of the sanction. B. Regarding the presentation of the director's resume (Charge 3) Regarding, Charge 3 referred to the omission in the presentation of the Resume of the President of the Board of Directors, Mr. Eduardo Enrique Torres Llosa Villacorta (in advance, Mr. Eduardo Torres), designated on March 19, 2024 that had to be presented within ten (10) business days following his designation, that is, by April 4, 2024 at the latest; nevertheless, at the date of imputation of charges it had not been presented, it is worth specifying that the Issuer points out that on March 19, 2024 (File No. 2024011471) considered the request fulfilled by informing as a material fact the following information:
On this, it corresponds to point out that the information presented by the Issuer on March 19 of 2024 does not fulfill the minimum obligation required regarding the resume of the directors, as long as the requirement of article 5 of Resolution SMV No. 019-2021-SMV/01 disposes that the referred document must contain information updated as of the date of appointment of said director, at least with respect to the following:
“(…)
(i) Their main activity or occupation, which is that which generates the largest
part of their annual income; and,
(ii) Their participation as a member in other boards of directors, including the name of the society for which they hold such position.”
That is, it is not observed from the text cited by the Issuer that it complies with informing if it is that it forms part or not of any Board of Directors at the date of designation of Mr. Eduardo Torres. Additionally, it is worth indicating that according to what is provided in the Technical Specifications of the SIRYS approved by Superintendent Resolution No. 003- 2022-SMV/02, the sending and dissemination of the resume of the designated directors must be carried out through general communications; that is, the Issuer would have omitted sending the resume of the President of the Board of Directors through the correct channel. Likewise, through a written defense it stated that on January 30, 2025 it proceeded to send the resume of the President of the Board of Directors through general communications. With regard to this, from the review of the information contained in the SIRYS it is observed that indeed through File No. 2025003890, on the date indicated the Issuer complied with sending the resume of its President of the Board of Directors as can be seen below (Image No. 3):

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 Image No. 3: General Communication sent on January 30, 2025 by the Issuer

27. That, consequently, it is accredited the conduct
    constitutive of the three (3) infractions subject of charges and it determines the administrative responsibility of the Issuer, by reason of which, it corresponds to analyze the proposal of sanction in attention to what is disposed by the principle of reasonableness, the defenses and the sanction criteria, which will be evaluated in the subsection of determination of the sanction;
    V. DETERMINATION OF THE SANCTION

28. That, with relation to the late communication
    of material facts and the late presentation of financial information, Charges 1 and 2, it has been determined the existence of administrative responsibility by
    part of the Issuer, by the commission of two (2) infractions classified in paragraph 3.1
    of numeral 3 of Annex I of the Sanctions Regulation, which states that constitutes a minor offense:
    “To submit outside the established deadline, or to do it in an incomplete manner, or, without observing the technical specifications approved by the SMV or without communicating the approval by part of the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized negotiation 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 memoranda.” (Highlighting added);

29. That, with relation to the omission in the presentation
    of resume of designated directors, Charge 3, it has been determined the existence of administrative responsibility by part of the Issuer, by the commission of one (1) infraction classified in paragraph 3.6 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor offense:
    “To submit outside the deadline, or not to submit, the documentation or information, different from that indicated in the preceding numeral 3.1 to which they are obligated by the regulations or by request of the SMV or not to send it according to the technical specifications, when applicable, or to send it in an incomplete manner”. (Highlighting added);

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

30. That, according to what is established in article
    35 of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or a fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT; Sanction Criteria

31. That, having determined the commission of the
    infractions imputed, it corresponds to evaluate the sanction in accordance with the
    article 25 of the Sanctions Regulation, concordant with numeral 3) of article
    248 of the TUO of the LPAG, which develop the criteria of graduation of sanction: (i) the sanction antecedents of the issuer, (ii) the recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in 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 intentionality in the conduct of the infractor;

32. That, in addition to the previously cited norms,
    for purposes of determining the sanction to impose on the Issuer for the non-compliances referred to the late communication of material facts and the late presentation of financial information, it must be taken into account the Gradual Sanction Regime for late presentation of financial information, annual memorandum and material facts (hereinafter, Gradual Sanction Regime), approved by SMV Resolution No. 007- 2023-SMV/016 , valid at the moment of the commission of the infractions;

33. That, in application of the aforementioned norms,
    it proceeds to evaluate the following:

34. That, with relation to the gravity of the damage to the
    public interest and/or protected legal good, it must be indicated that the presentation of periodic or eventual information on time by part of the issuers of securities inscribed in the RPMV, constitutes a fundamental obligation in the transparency of the securities market, in such a way that the participants of the market can carry out their investment decisions adequately informed. Consequently, although no evidence of a gravity of the damage to the public interest is evidenced, the non-compliance of the obligation to inform the market within the deadline limits by part of the issuers affects the transparency of the market, which is considered a protected legal good;

35. That, with respect to the sanction antecedents, the
    Gradual Sanction Regime states that “The resulting amount of the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is accredited that the infracting subject has antecedents of sanction”, without making distinction on whether they correspond to different or to the same type infracting. Therefore, in order to determine which is the most beneficial rule, it is considered that the application of the new normativity will be increased one percent (1%) by each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). On this particular, from the verification carried out in the System of Sanctions of the SMV, it has been determined that the Issuer has antecedents of sanction, as has been detailed in the Report;

36. That, with respect to the recidivism by the commission
    of the same infraction, the Gradual Sanction Regime states that: “The resulting amount of the application of the guidelines contemplated in numeral 6.2 shall

PERÚ Ministerio de Economía y Finanzas

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 may increase up to ten percent (10%) if it is verified that the offending party is a repeat offender”; in this sense, it is considered that it will be increased by five percent (5%) when the Issuer has one (1) sanction resolution granting recidivism or ten percent (10%) when it has two (2) or more sanction resolutions granting recidivism. Regarding this, it has been verified that there is no recidivism on the part of the Issuer;
37. That, with regard to the circumstances of the commission of the offense, it must be noted that, from the verification of the information disseminated by the issuers on the Institutional Page of the SMV, the following is observed:

• The untimely communication of the important fact referred to the approval of the audited annual consolidated financial statements for the 2023 fiscal year by the Mandatory Annual Shareholders’ Meeting held on March 19, 2024, which should have been communicated on the same day; however, it was communicated on March 20, 2024, (with a (1) calendar day delay).
• The late submission of the audited annual consolidated financial statements and their corresponding audit report for 2023 approved by the Mandatory Annual Shareholders’ Meeting held on March 19, 2024, which should have been submitted on the same day they were approved; however, they were submitted on March 20, 2024, (with a (1) calendar day delay).
• The omission in submitting the resume of the President of the Board of Directors designated on March 19, 2024, which should have been submitted at the latest until April 04, 2024; however, as of the date of the charges being filed, the Issuer had not fulfilled sending the aforementioned information.
  It should be indicated that, on January 30, 2025, the Issuer corrected the infraction and sent the resume of its President of the Board of Directors through general communications, (with three hundred one (301) calendar days of delay).

38. That, with regard to the 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 financial information and important facts in a timely manner, there is an impact on the transparency of the securities market, which is considered a protected legal interest;
39. That, regarding the illicit benefit resulting from the commission of the offense, it must be noted that there are not sufficient elements to indicate that the Issuer obtained or generated an illicit benefit as a consequence of the infractions committed;
40. That, with regard to the probability of detection of the offense, it must be noted that the failure to submit periodic or eventual information in a timely manner is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;
41. That, with regard to the existence or non-existence of intent in the offender's conduct, it can be noted that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the infractions, so this criterion would not have been configured. However,

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 it is precise to indicate that despite there being no indications to suggest that the Issuer acted with intent, it can be affirmed that the Issuer's conduct was negligent, by not acting with the diligence required given obligations already known by the Issuer; Regarding the application of a reprimand sanction
42. That, with regard to the communication of important facts and submission of financial information, section 6.1 of the Gradual Sanctions Regime states that the reprimand sanction may be applied when the following occur simultaneously: (i) When the impact on market transparency is minimal; (ii) The committed offense has not caused concrete damage to investors or associates; (iii) The offending party does not have antecedents or, having them, they are sanctions corresponding to minor infractions imposed by the SMV that had become final within the four (4) years prior to the commission of the offense being evaluated; (iv) The offending party is not a repeat offender; (v) The offender has not obtained benefits from his administrative offense; and, (vi) It has not been proven that the offender acted with intent in the commission of the offense;
43. That, as detailed in the evaluation of the Sanction Criteria, it can be noted that: (i) The impact on market transparency was minimal; (ii) The committed offenses have not caused concrete damage to investors or associates, since no type of complaint or receipt of indication regarding this has been registered; (iii) The Issuer has antecedents of infractions classified as minor; (iv) The offending party 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 offense;
44. That, on the other hand, with regard to directors' resumes, it is observed that the Issuer corrected the omissive conduct on January 30, 2025;
45. That, from the evaluation carried out on the sanction criteria detailed in this Resolution, as well as from the analysis carried out by this Adjunct Superintendency, having complied concurrently with what is stated in section 6.1 of the Gradual Sanctions Regime,
it corresponds to impose a reprimand on the Issuer for each of the infractions committed, and; Being in accordance with what is provided in sections 14 and 36 of article 43 of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1st.- Declare that COSAPI S.A., has incurred two (2) minor infractions typified in section 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for: (i) communicating in a timely manner the important fact referred to the approval of the audited annual consolidated financial statements for the 2023 fiscal year by the Mandatory Annual Shareholders’ Meeting held on March 19, 2024 and for (ii) submitting in a timely manner the audited annual consolidated financial statements and their corresponding audit report for 2023 approved by the Mandatory Annual Shareholders’ Meeting held on March 19, 2024.

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
Article 2nd.- Sanction COSAPI S.A., with two (2) reprimands for what is stipulated in Article 1st of this Resolution.
Article 3rd.- Declare that COSAPI S.A., has incurred one (1) minor infraction typified in section 3, subsection 3.6 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for the omission in submitting the resume of one of its directors within ten (10) business days following his designation.
Article 4th.- Sanction COSAPI S.A., with one (1) reprimand for what is stipulated in Article 3rd of this Resolution.
Article 5th.- This Resolution does not exhaust the administrative route, this being able to be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing a reconsideration or appeal resource, an administrative resource recognized in article 218 of the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within a period of fifteen (15) business days counted from the day following its notification, for being a procedure of double administrative instance. In case this Resolution is not challenged, the regime for reduction of the corresponding sanction may be accepted.
Article 6th.- In case this Resolution is not subject to challenge, it must be published on the “Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided by section 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 7th.- Transcribe this Resolution to COSAPI S.A.
Register, communicate and publish.
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision