Adjunct Superintendent Resolution No. 049-2025-SMV/11

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Adjunct Superintendent Resolution SMV No. 049-2025-SMV/11 Lima, August 05, 2025 Subject: Sanction Petroperú S.A. with a total fine of 10.02 UIT for having committed five (5) minor infractions, typified in section 3.1 numeral 3 of Annex I of the Sanctions Regulation Administered: PETROLEOS DEL PERU – PETROPERU S.A. Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Section 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2024043077 The Adjunct Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2024043077, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendent of Conduct Compliance (hereinafter, IGCC) of the Securities Market Superintendence – SMV, against PETROLEOS DEL PERU – PETROPERU S.A. (hereinafter, the Issuer); as well as Report No. 613-2025- SMV/11.2 (hereinafter, the Report), issued by the IGCC; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

That the IGCC – the instructing body of the PAS referred to in this case –, has brought to the knowledge of the Adjunct Superintendent of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2024043077, with the aim that it issues a decision as the sanctioning body of single administrative instance in the present PAS. In this

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 way, the SASCM assumes competence in observance of the exercise of the supervision function and of the sanctioning power of the SMV established through the Concorded Single Text of its Organic Law, Decree Law No. 26126, and in the Ordered Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO of the LMV) 1 ; 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 and its amendments (hereinafter, ROF of the SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in single administrative instance for the commission of infractions whose compliance control according to its competencies, corresponds to said Adjunct Superintendence. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infractions;
II. FACTS, CHARGES AND DEFENSES
2.1 Facts
2. That, it was evaluated whether the Issuer complied or not with
communicating to the market material facts in a timely manner;
2.2 Charges
3. That, as a result of said evaluation, through
Letter No. 5061-2024-SMV/11.2 of November 13, 2024 (hereinafter, the Letter of Charges), the following charges were formulated against the Issuer:
CHARGE No. 1
Communicate belatedly the material fact referred to the clarification of the news titled “Petro-Perú seeks to absolve Fitch Ratings observations” and “Petroperú will now seek a partner to operate lot 64”, both published on September 23, 2022, in the El Comercio Newspaper and the Gestión Newspaper, respectively; which should have been communicated on that same day, however, it was communicated belatedly on September 26, 2022. CHARGE No. 2 Communicate belatedly the material fact referred to the clarification of the news titled “Government will give capital to Petro-Perú for US$1,000 million to strengthen its financial capacity”, published on October 17, 2022, in the Portal of the El Comercio Newspaper; which should have been communicated on that same day, however, it was communicated belatedly on October 18, 2022. CHARGE No. 3 Communicate belatedly the material fact referred to the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers, agreed in the Universal Shareholders Meeting of April 30, 2023; which should have been communicated on that same day, however, it was communicated belatedly on May 08, 2023.

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

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 CHARGE No. 4 Communicate belatedly the material fact referred to the main aspects contemplated in the Restructuring Plan, whose presentation took place at the Universal Shareholders Meeting of July 25, 2023; which should have been communicated on that same day, however, it was communicated belatedly on August 14, 2023. CHARGE No. 5 Communicate belatedly the material fact referred to the clarification of the news titled “Petroperú with financial aid: the million-dollar requests to Minem” and “Petroperú asks for ‘financial support’ from the Ministry of Energy and Mines”, published on September 06, 2023, in the Gestión Newspaper Portal and the Canal N Portal, respectively; which should have been communicated on that same day, however, it was communicated belatedly on September 07, 2023. CHARGE No. 6 Communicate belatedly the material fact referred to the terms of the financial support referred to in Agreement No. 087-2023-PP, approved in session of the Board of Directors of August 03, 2023; which should have been communicated on that same day, however, it was communicated belatedly on September 25, 2023. According to Communication No. 018-2023, which was presented as a material fact on September 07, 2023, “Through Board Agreement No. 087- 2023- PP, of August 3 of the present year, the Petroperú administration was authorized to request -through the Ministry of Energy and Mines- financial support to mitigate the risks of a possible fuel shortage at the national level, especially in the jungle and different regions of the country where other suppliers do not reach them because it is not profitable for them.” CHARGE No. 7 Communicate belatedly the material fact referred to the publication of Supreme Decree No. 019-2023- EM, which grants a special assignment to Petróleos del Perú – PETROPERÚ S.A. for the provisional administration of the Concession of the Natural Gas Distribution System by Pipeline Network of the South West Concession, in the Official Journal El Peruano on October 08, 2023 (non-working day); which should have been communicated no later than October 10, 2023 (next working day) and before the start of the negotiation session of the BVL stock market round of the Lima Stock Exchange - BVL, however, it was presented on October 10, 2023 at 18:10 hours, that is, after the start of the negotiation session of the BVL stock market round.
2.3 Defenses and Allegations
4. That, through a document presented on December 17,
2024, the Issuer presented its defenses regarding the imputation formulated against it, as detailed below:
Regarding Charges No. 1 and 2
“The news titled ‘Petro-Perú seeks to absolve Fitch Ratings observations’ and ‘Petroperú will now seek a partner to operate lot 64’, published on September 23, 2022, in the El Comercio Newspaper and the Gestión Newspaper (hereinafter, “the news”), respectively, WERE NOT CONSIDERED AS MATERIAL FACTS for the reasons detailed below, therefore, there was no legal obligation to clarify said news:

The news were about assumptions, and were not factual and concrete facts that
fit the assumptions established in Annex I of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005- 2014-SMV/01;
The news do not have the capacity to influence investor decisions, since
PETROPERÚ does not trade on the stock exchange; and,
The news do not influence the liquidity, price or quotation of issued securities
since, as is public knowledge, PETROPERU does not issue securities.
In this sense, it is worth mentioning that the communication made by my represented party with date 26.09.2022 had the sole purpose of attending a formal request made through Letter No. EMI-694-2022 on the same 26.09.2022, rather than clarifying material facts, since, as we have indicated above, they do not have the qualification as such. The news titled ‘Government will give capital to Petro-Perú for US$1,000 million to strengthen its financial capacity’, published on October 17, 2022, in the Portal of the El Comercio Newspaper WAS NOT CONSIDERED AS A MATERIAL FACT for the reasons detailed below, therefore, there was no legal obligation to clarify said news:
The news was about assumptions, and were not factual and concrete facts that fit
the assumptions established in Annex I of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014- SMV/01;
The news was about information disseminated in a press note from the
Ministry of Economy and Finance (MEF), and not from PETROPERÚ.
The news do not influence investor decisions, since PETROPERÚ does not
trade on the stock exchange; and,
The news do not influence the liquidity, price or quotation of issued securities
since, as is public knowledge, PETROPERU does not issue securities.
In this sense, it is worth mentioning that the communication made by my represented party with date 18.10.2024 had the sole purpose of attending a formal request made through Letter No. GCFI-MV-100-2022 on the same day the communication was received (18.10.2024), rather than clarifying material facts, since, as we have indicated above, said news does not have the qualification as such.” According to the above, the Issuer, regarding Charges No. 1 and 2, concludes: “(…) the imputations No. 1 and No. 2 violate the Principle of Typicity, regulated in numeral 4 of article 248° of the T.U.O of the General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, since the administrative authority intends to sanction my represented party for the commission of conduct that does not fit the assumptions established in the typifying norm (section 3.1 of numeral 3 of Annex I of the Sanctions Regulation), since the news cited by the administrative authority did not qualify as material facts.” Regarding Charge No. 3

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 With regard to this, the Issuer argues that voluntary remediation of the non-compliance by the administered party has occurred, for which it develops each of the concurrent requirements:
a) “Cessation of the conduct, since as it has been pointed out in numeral I of Letter No. 5061-2024-SMV/11.2 of date 13.11.2024, my represented party did communicate the material fact. b) Voluntary nature of the remediation, since my represented party remedied its non-compliance without instigation or requirement from the SMV. c) Before the start of the administrative sanctioning procedure: The SMV observations were remedied before the start of the present administrative sanctioning procedure. d) The alleged infraction is remediable: since article 257° of the TUO of the General Administrative Procedure Law does not establish limitations on the remediable facts. In this sense, the Issuer indicates that “from the analysis of the “Criteria applicable to the administrative sanctioning procedure for non-compliance with the norms that regulate remission of periodic or eventual information”, your Office can observe: that the conduct imputed does not generate damage to the public interest and/or good legal protected; there is no intent in the performance of the imputed conduct; said conduct does not generate an illicit benefit to my represented party and there is no continuity in the commission of the imputed conduct, therefore and, without prejudice that PETROPERÚ voluntarily remedied the infringing conduct, it would not be appropriate to sanction my represented party.” Without prejudice to the above, we indicate that Mr. Antonio Manosalva was elected Alternate Director Representative of the Workers for the period 2021-2023. In December 2022, Mr. Oscar Vera Gargurevich, then Titular Director Representative of the Workers, was appointed Minister of Energy and Mines, therefore he resigned from his position as Titular Director, with Antonio Manosalva assuming as Titular Director Representative of the Workers. Subsequently, Mr. Antonio Manosalva was reelected Titular Director Representative of the Workers for the period 2023-2025, for the period from May 12, 2023 to May 12, 2025, therefore, there would be no non-compliance since our communication of date 08.05.2023 was a regularization in the List of Directors, for a few days, of the period 2021-2023 of Mr. Manosalva, since Mr. Manosalva was reelected Director for the period 2023-2025 and was reincorporated in the List of Directors.” For the reasons stated, we request the SMV to exempt PETROPERÚ from administrative responsibility, since it has been proven that the remediation of the imputed conduct was remedied before notifying us of Letter No. 5061- 2024-SMV/11.2 of date 13.11.2024.” Regarding Charge No. 4 In its defenses, the Issuer states: “(…) on August 02, 2023 the Lima Stock Exchange notified Letter No. EMI 418-2023 regarding the Restructuring Plan, in which it requests a series of requirements, among them, ‘(…) specify what was agreed by the Shareholders Meeting regarding said Plan (indicate if the Restructuring Plan was approved by the Meeting) and regarding the main aspects that the referred plan
(…) contemplates’”

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 In view of this and, being within the granted deadline, on August 14, 2023 the information request was attended with the remission of the main aspects of the Plan, therefore, the authority wrongly considers that my represented party only communicated the material fact on 14.08.2023, when the same -approval of the Plan- had been published on 25.07.2023. In this line, we observe an error in the imputation of charges and a violation of the Principle of Typicity regulated in section 4 of article 246 (sic) of the T.U.O of the General Administrative Procedure Law, since the authority alleges that PETROPERÚ did not inform about the main aspects contemplated in the Restructuring Plan, however, that level of specificity of compliance required through Letter No. EMI 418-2023 is not regulated in the legislation, a situation that shows that the administrative authority intends to sanction us for the alleged non-observance of a ‘new obligation’, despite the fact that it lacks legal basis. In this sense, and based on the Principles of Legality and Typicity, the authority cannot build sanctionable assumptions from the extensive interpretation of a norm, since for this it is previously required that the sanctioned conduct be typified as such in a norm with the rank of law, even more so because in the framework of a due procedure, the defense of the administered parties rests on the fact that the charge imputation, in addition to precise, clear, immutable and sufficient, must refer to a conduct that has a relationship with the typifying norm allegedly non-complied with.” Regarding Charge No. 5 In its defenses, the Issuer states the following: “(…) the news titled ‘Petroperú with financial aid: the million-dollar requests to Minem’ and ‘Petroperú asks for ‘financial support’ from the Ministry of Energy and Mines’, published on September 06, 2023, in the Gestión Newspaper Portal and the Canal N Portal, respectively, were published at 21:38 hours (Gestión WEB Portal) and at 20:19 hours (Canal N WEB Portal), that is, they were emitted after the working hours of PETROPERÚ (16:36pm), therefore, it was materially impossible to effect a clarification / issue a press note on that same day (…) In this sense and, in safeguard of our duties as employer and in compliance with our labor and information security policies, it is considered that the knowledge was effectively taken on September 7, 2023 at the start of the workday, therefore, on that same day we fulfilled to inform the respective material fact. Likewise, and under the shelter of the Principle of Legitimate Trust or Predictability regulated in numeral 1.15 of Article IV of the T.U.O of the General Administrative Procedure Law - Law No. 27444, we request the ARCHIVING of this present imputation, due to the fact that the SMV through
Adjunct Superintendent Resolution (sic) No. 014-2024-SMV/10 of date 25.03.2024 resolved to archive a PAS in a similar case, therefore, disregarding its own pronouncement would constitute a way to attack against legal security and legitimate trust that as administered parties we have on what resolved by the administrative authority.” Regarding Charge No. 6 In its defenses, the Issuer states: “(…) as the authority recognizes in Letter No. 5061-2024-SMV of date 13.11.2024, through Board Agreement No. 087- 2023-PP ‘(…) the Petroperú administration was authorized to request -through

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 intermediary of the Ministry of Energy and Mines- financial support to mitigate the risks of a possible fuel shortage at the national level, especially in the jungle and different regions of the country where other suppliers do not reach them because it is not profitable for them (…)’, that is, said Agreement only authorized that the request be made to MINEM, but it did not mean the approval of investment and financing plans and operations, and nor does it suppose the acquisition, alienation or restructuring of assets and/or liabilities. In this line, it was materially impossible to inform about the terms of financial support of said request, since it was still and is still subject to evaluation and prior pronouncement of the MEF, even more so because it was considered that by disseminating said information that was still in process and did not consider concrete actions of financial support it would generate uncertainty among investors, especially if it is considered that the request formulated by PETROPERU could be denied, modified or specified in some way in the framework of the evaluation carried out by the MEF. In this sense, since it does not fit with any of the assumptions established in numerals 15 and 16 of Annex I of the Regulation of Material Facts as erroneously alleges the authority through Letter No. 5061-2024-SMV of date 13.11.2024, they do not constitute acts that should be communicated as Material Facts. Likewise, we observe that the authority contrary to what is established by the Principle of Legality, as well as the Principle of Inapplicability of Extensive Interpretation and the of Inapplicability by Analogy of the norms that restrict rights -principles that appear recognized in numeral 9) of Art. 139 of the Political Constitution of Peru, is carrying out an extensive interpretation of the assumptions established in numerals 15 and 16, due to the fact that they do not establish that an authorization to formulate a request be considered as a Material Fact, to think so would be an arbitrariness and an excess, because it would suppose that any authorization of request, for example the approval of the board for complaints to be filed also has to be informed to the SMV as such. On the other hand, it is worth mentioning that the communication made by my represented party through Letter No. GCFI-0903-2023 of date 25.09.2023 had the sole purpose of attending a formal request made through Letter No. 432-203- SM/11.1 where we were requested the details of the financial support mentioned in Communication No. 018- 2023 of 07.09.2023.” Regarding Charge No. 7 In its defenses, the Issuer states: “(…) the aforementioned norm [Regulation of Material Facts] does not establish as an obligation to communicate as Material Facts the promulgation and publication of
a legal norm, since it does not fit with any of the assumptions established in the legislation, there was no legal obligation to communicate the promulgation of that norm as a Material Fact, even more so because legal norms such as Supreme Decrees, published in the official journal El Peruano, are of general knowledge, so no one can claim ignorance, or demand its publication in express form by mandate of any regulations of different hierarchy. Without prejudice to the above, we indicate that, in this case what is established in
article 9° of the Regulation of Material Facts does not apply, in the extent
related to the negotiation session of the BVL stock market round, for the following

PERU Ministry of Economy and Finance

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

motivos que se detallan a continuación:

The promulgation of a legal norm does not constitute an important event,
because it does not fit any of the scenarios established in Annex I of the Important Events Regulation; and,
PETROPERÚ does not trade on the stock exchange, therefore, the fact of making a
publication after the trading session of the stock exchange round has started does not prejudice its development nor affect the interests of investors.”

That, the Single Text of the General Administrative Procedure Law,
approved by Supreme Decree N° 004-2019-JUS (hereinafter, TUO of the LPAG) contains common rules for the actions of the State's administrative function and regulates all administrative procedures developed in the entities, including special procedures. Likewise, the paragraph 3) of article 248 of the TUO of the LPAG, sets out the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infringement, (b) The probability of detection of the infringement, (c) The severity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) The recidivism, for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final, (f) The circumstances of the commission of the infringement; and, (g) The existence or non-existence of intent in the conduct of the offender;
That, the charges formulated, the defenses presented and the criteria regarding the
graduation of the sanction have been the subject of evaluation in the Report, which has been made known to the SASCM;
That, in observance of what is provided by paragraph
5 of article 255 of the TUO of the LPAG, through Office N° 3112-2025-SMV/11 of June 02 2025, the Report was sent to the Issuer, so that it may send its allegations within a period of five (5) business days of notification;
That, in response to said office, through a document
dated June 10, 2025, the Issuer presented its allegations to the Report. Below they are transcribed in a summarized manner:
Regarding Charges N° 1 and 2
The Issuer states that “we consider that the authority is carrying out an extensive interpretation of the Important Events Regulation, since the news (…) DO NOT FIT ANY OF THE SCENARIOS ESTABLISHED IN PARAGRAPHS 4, 15 AND 16 OF ANNEX I of the above-mentioned norm. (…) (…), if the news did not fit into any of the scenarios established in the Important Events Regulation, it is ARBITRARY and UNJUSTIFIED that the communications made by my representative through Letter N° GCFI-MV-096- 2022 dated 26.09.2022 and Letter N° GCFI-MV-100-2022 dated 18.10.2022 – regarding said news – if they qualify as Important Events, for which, we warn that in the present case the authority is carrying out an extensive interpretation, even though the same is expressly prohibited by Law. Additionally, it is important to note that in Report N° 613-2025-SMV/11.2 it has not been valued that the purpose of said communications WAS ONLY TO ATTEND THE FORMAL REQUESTS MADE BY THE LIMA STOCK EXCHANGE AND BY THE SMV AND NOT TO CLARIFY/CORRECT THE NEWS

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronic document digitally signed within the framework of Law N° 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship

MENTIONED, for which, it is illogical that PETROPERÚ is sought to be sanctioned for attending the requirements made by the authorities, since if we did not attend them, we would have incurred in a potential administrative infringement.” Regarding Charge N° 3 With respect to this, the Issuer states that the “(…) norm does not establish limitations or exceptions of applicability of voluntary remediation, for which, the authority's position generates a violation of the Principle of Legality, (…).” Regarding Charge N° 4 The Issuer comments: “(…) in the present administrative sanctioning procedure, the precited principle [Legality] has been violated because it is not acting with respect to the law and to the right, since it seeks to demand compliance with an obligation despite the fact that a norm with legal rank does not qualify it as such.” Regarding Charge N° 6 The Issuer states: “(…) the authority expressly recognizes that the terms of financial support do not correspond to the scenarios of paragraphs 15 and 16 of Annex 1 of the Important Events Regulation (…); but, on the other hand, it indicates that said information qualifies as an important event (…), for which, we warn that the foundation of the authority's decision violates a motivated and founded decision in Law in accordance with what is established in the TUO of the LPAG. On the reasonableness of the fine recommendation The Issuer develops sanction criteria that will be evaluated at the moment of the determination of the fine.
III. ISSUES TO DETERMINE
9. That, in the present PAS it corresponds to determine the
following:
(i) Whether the Issuer incurred or did not incur in the infringements indicated in the Office of Charges and Report.
(ii) Whether it corresponds or does not correspond to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
10. That, article 30 of the TUO of the 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 the conduct of the centralized trading mechanism, of the important events, including ongoing negotiations, about itself, the value and the offer that is made of it, as well as the obligation to disclose such events in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the event occurs or the issuer takes knowledge of it, as the case may be. The importance of an event is measured by the influence it may exercise on a sensible investor to modify their decision to invest or not in the value.”;
11. That, paragraph 9.1 of article 9 of the Regulation of

PERÚ Ministry of Economy and Finance

Important Events and Confidential Information, approved by SMV Resolution N° 005-2014-SMV/01 (hereinafter, Important Events Regulation), states: “The Issuer must inform of its important event as soon as such event occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (…) In case that the important event occurs or that the Issuer takes knowledge of it on a non-business day, it must communicate it no later than the next business day and before the start of the trading session of the centralized trading mechanism in which its values are listed.”;
12. That, articles 3 and 4 of the Important Events Regulation
state the following:
“Article 3.- Definition of important event
Important event is any act, decision, agreement, fact, ongoing negotiation or information referred to the Issuer, to its values or to its businesses that have the capacity to significantly influence:
3.1. The decision of a sensible investor to buy, sell or keep a value;
or,
3.2. The liquidity, the price or the quotation of the issued values.
Likewise, it comprises the information of the Issuer's economic group that it knows or that it reasonably should have known, and that has the capacity to significantly influence the Issuer or its values, in accordance with what is stated in the present Regulation.” “Article 4.- Criteria to determine the capacity for significant influence of the information To evaluate the capacity for significant influence of the information and its possible qualification as an important event, the Issuer must consider the relevance of the act, agreement, fact, ongoing negotiation, decision or set of circumstances in its activity, assets, results, financial situation or business or commercial position in general; or in its values or in the offer of these; as well as in the price or the negotiation of its values.”;
13. That, paragraph 5.1 and the last paragraph of article 5
of the Important Events Regulation state the following: “In the Annex that forms
part of the present Regulation, an enumerative list of facts, acts,
agreements and decisions is included, which has the purpose of facilitating to the Issuer the identification, qualification and classification of the information that could qualify as an important event. (…) Any reference to Annex in the present article shall be understood as referring to Annex 1.”;
14. That, on this particular matter, paragraphs 4, 15 and 16 of
Annex 1 of the Important Events Regulation state that the following scenarios may qualify as
important events:
“4. Appointment, dismissal and changes in the members of the board of directors and General Management and/or its equivalent bodies.”
“15. Approval and changes in investment and financing plans and operations, as well as modifications in their terms and conditions.”

PERÚ Ministry of Economy and Finance

“16. Acquisition, alienation or restructuring of assets and/or liabilities for significant amounts, as well as relevant encumbrances on assets and capitalization of credits. Likewise, reduction of net equity in an amount equal to or greater than 10%”;
15. That, paragraph 6.4 of article 6 of the Important Events
Regulation states that, within the framework of the duty of diligence, issuers are responsible for: “Clarify or deny, or in case communicate as an important event after having taken knowledge, the information published in media, which is false, inaccurate or incomplete, including the information that had not been generated or disseminated by the Issuer itself. The clarification or denial constitutes an important event. The information published in the media must comply with what is stated in articles 3 and 4. (…)” (Underline and emphasis added);
16. That, for the purposes of determining the possible sanction,
these infringements are typified in paragraph 3.1 of paragraph 3 of Annex I of the Sanctions Regulation, which states that they constitute minor infringements:
“Present outside the established deadline, or do so in an incomplete manner, 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 events and, annual reports.” (Underline and emphasis added);
17. That, according to article 35 of the Sanctions Regulation,
said infringement is sanctionable with a reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2 Evaluation of the case
18. That, in the administrative file N°
2024043077, which contains the documentation of the present PAS, it is appreciated that through Memorandum N° 312-2023-SMV/11.1 of January 17, 2023 (File N° 2023002580), Memorandum N° 3076-2023-SMV/11.1 of July 24, 2023 (File N° 2023031766), Memorandum N° 4444-2023-SMV/11.1 of October 19 2023 (File N° 2023043914) and Memorandum N° 312-2024-SMV/11.1 of January 19 2024 (File N° 2024002391), the General Superintendence 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 values registered in the RPMV, evaluating the indications of infringement respectively, to the IGCC–, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
19. 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 even can contain a decision, such as, for example, the adoption of corrective measures– shall be 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 23;
20. 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 administrative instances of the SMV, functionally independent from each other and from this Office; first the IGSC that at its opportunity reported the indications of infringement and then the IGCC that, as a result of its evaluation, formulated the Office of Charges and the Report; and at that point of the PAS it corresponds to the Office of the SASCM, to issue a pronouncement containing its decision regarding the mentioned charges, it being precise to indicate that by the nature of the same, as previously stated, it will be a decision of single administrative instance for the charges subject of the present PAS;
21. That, as previously mentioned,
through documents dated December 17, 2024 and June 10, 2025, the Issuer presented its defenses and allegations, respectively, regarding the imputations formulated against it; therefore, the evaluation of the infringements subject of the present PAS proceeds:

Regarding Charges N° 1 and 2
The Issuer states that the news were not considered as important events, so in its opinion there was no legal obligation to clarify them.
With respect to this, it corresponds to indicate that according to paragraph 6.4 of article 6 of the Important Events Regulation, the issuer is responsible for “Clarify or denial, or in case communicate as an important event after having taken knowledge, the information published in media, which is false, inaccurate or incomplete, including the information that had not been generated or disseminated by the Issuer itself. The clarification or denial constitutes an important event. The information published in the media must comply with what is stated in articles 3 and 4.” (Highlight and underline added).

2 In article 245 of the TUO of the LPAG, the forms or modes in which the activity of auditing could conclude are indicated as follows: 1) Certificate of conformity of the activity developed by the administrator; 2) Recommendation of improvements or corrections of the activity developed by the administrator; 3) The warning of the existence of non-compliance not susceptible of meriting 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. 3 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 it corresponds to start or not an administrative sanctioning procedure. If the case arises, the General Superintendencies of Compliance can 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 Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, dependency that if there are sufficient indications of possible administrative infringements determines whether it corresponds to start or not an administrative sanctioning procedure. (…).

PERÚ Ministry of Economy and Finance

In that sense, according to the described norm, the clarification of a certain information published in a media by an issuer implies necessarily that this previously qualified the information as an important event. In that framework, the Issuer clarified the news, through the important events of September 26, 2022 and October 18, 2022, as shown below in Images N° 1 and N° 2, respectively:
Image N° 1 Important event of September 26, 2022 Image N° 2 Important event of October 18, 2022 According to what is indicated, it is contradictory that in its defenses, the Issuer seeks to argue that there was no legal obligation to clarify the mentioned news, because according to its statement these were not considered as important events, when at its opportunity the issuer itself through such important events of September 26, 2022 and October 18, 2022 proceeded to clarify them, stating that it did so in accordance with paragraphs 6.4 and 6.5 of article 6 of the Important Events Regulation. Without prejudice to the above, regarding the reasons why according to the Issuer,

PERÚ Ministry of Economy and Finance

the mentioned news were not considered as important events, it must indicate the following:

Unlike what is stated by the Issuer, it is considered that although the
mentioned news do not correspond to any of the scenarios of Annex 1 of the Important Events Regulation, they have the capacity for significant influence, in accordance with what is provided by articles 3 and 4 of the Important Events Regulation, due to the fact that they refer to the action plan in case of a credit rating downgrade of the issuer (to BB+ or “junk bond”), to the structuring of a public-private investment model to operate the Lot 64 field (investment US$ 771 million) and to the reinforcement of the financial capacity of the issuer through a capital contribution to continue with its operations (US$ 1,000 million).
What is stated by the Issuer, in the sense that the mentioned
news do not have the capacity for significant influence because it does not trade on the stock exchange nor issues values, lacks support.
On this particular matter, in accordance with what is provided by article 30 of the TUO of the LMV, the Issuer's obligation to communicate important events originated from the registration of its common class B shares in the RPMV, by virtue of the Directorial Resolution of Issuers N° 030-2010-EF/94.06.3 of April 26 2010. In that sense, it is from said registration and not from the trading of its shares or the issuance of certain values, that the Issuer must communicate important events for which effect it must evaluate the capacity for significant influence of the information.
Unlike what is stated by the Issuer, it must be specified that the fact that
the news titled “Government will give capital to Petro-Perú for US$1.000 million to reinforce its financial capacity” has been disseminated in a press note from the Ministry of Economy and Finance (MEF) and not from the Issuer is not a reason to disqualify it as an important event, because article 30 of the TUO of the LMV and articles 3 and 4 of the Important Events Regulation do not limit that important events must originate from the issuer itself. In that sense, paragraph 9.1 of article 9 of the Important Events Regulation, establishes that important events must be communicated to the SMV before any other person, entity or means of dissemination, “regardless of whether the information has been generated or not in the Issuer itself”. Likewise, it must be taken into account that the obligation to clarify an information published in media includes that “which had not been generated or disseminated by the Issuer itself”, in accordance with paragraph 6.4 of article 6 of the Important Events Regulation. With respect to what is manifested by the Issuer, in the sense that the important events of September 26, 2022 and October 18, 2022 were presented only with the purpose of attending the formal requests made through Letter N° EMI-694-2022 and Letter N° GCFI-MV-100-2022 from the BVL, respectively, and not to clarify the news, it is opportune to point out that from the content of the mentioned important events, it is evident that they clarify the mentioned news, even more if it is taken into account that both important events

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship refer expressly to the regulations on clarifications of information published in the media (numerals 6.4 and 6.5 of article 6 of the Regulation of Significant Events).

According to what has been stated, considering that the aforementioned news constitute significant events, in the particular case there is no violation of the Principle of Typicity, because the conduct of the Issuer with respect to Charges No. 1 and 2 falls within the infringement of late submission of significant events, as referred to in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation.

With regard to Charge No. 3
The Issuer argues that it would have complied with the requirements required by the exemption of liability for voluntary remediation provided for in letter f) of article 257 of the TUO of the LPAG, regarding the infringement of the late submission of the significant event regarding the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers.

Regarding this, it is necessary to indicate that letter c) of article 28 of the Sanctions Regulation establishes the following:

“Article 28.- Cases in which remediation does not apply as an exemption from liability The following are not subject to remediation for the purposes of the provisions of letter f) of article 27:
(…) c) The late or incomplete submission, or non-submission of significant events, financial information and annual reports.
(…)”

In this sense, according to the aforementioned regulations, it does not correspond to exempt the Issuer from liability, because according to letter c) of article 28 of the Sanctions Regulation, voluntary remediation does not apply as an exemption from liability in cases of late submission of significant events, among others.

With regard to what was stated by the Issuer, in the sense that the alleged infringement is remediable, because article 257 of the TUO of the LPAG does not establish limitations on remediable events, it must be noted that there are certain infringing conduct whose consequences cannot be repaired. Likewise, it must be considered that the TUO of the LPAG does not expressly state that every administrative infringement can be subject to remediation, since if that were the case, it would seriously affect the compliance with sectoral norms, through which the State is organized and functions.

In this sense, the Sanctions Regulation has established, based on criteria of protection of the legal interest protected by the TUO of the LMV, non-compliance that is not subject to remediation, such as the infringement subject of analysis, because it is not possible to repair the consequences or effects of non-compliance in the timely submission of significant events, given the nature of the infringing conduct.

PERÚ Ministry of Economy and Finance

Despite the fact that the Issuer argues that in the present case the application of the exemption of liability for voluntary remediation corresponds, likewise, in its defenses it states that there would be no non-compliance, because according to the significant event of May 08, 2023 “it was a regularization in the List of Directors, for a few days, of the period 2021-2023 of Mr. Manosalva, since Mr. Manosalva was re-elected Director for the period 2023-2025 and was reincorporated in the List of Directors.”

This is contradictory, because the initial argument of the application of the exemption of liability for voluntary remediation necessarily implies the existence of an infringement:

“The exemptions of liability presuppose the commission of the infringing conduct. There is the commission of an infringement and the identification of the author of said infringement. Nevertheless, in consideration of certain circumstances provided for in this regulation, the liability of the author is eliminated.” 4 (Added emphasis)

Without prejudice to what has been stated, based on the information provided through the significant event of May 08, 2023 and the defenses presented by the Issuer, the following sequence of events is observed:

Mr. Antonio Leonardo Manosalva Alarcón was elected Alternate Director Representative of the Workers from April 30, 2021 to April 30, 2023.
On December 12, 2022, Mr. Antonio Leonardo Manosalva Alarcón assumed the position of Full Director Representative of the Workers in replacement of Mr. Oscar Vera Gargurevich until April 30, 2023.
Through a significant event of May 08, 2023, the Issuer communicated the “Completion of functions of Mr. Antonio Manosalva as Director Representative of the Workers” with “Start Date: 12/12/2022” and “End Date: 30/04/2023”.
Mr. Antonio Leonardo Manosalva Alarcón was elected Director Representative of the Workers from May 12, 2023 to May 12, 2025.

According to the described facts, through the significant event of May 08, 2023, the Issuer communicated the cessation of Mr. Antonio Manosalva as Director Representative of the Workers, as a consequence of the end of his term as director (April 30, 2023), indicating the following: “According to what was approved in the General Shareholders’ Meeting of April 30, 2021, the last day of functions of the Director representative of the workers is April 30, 2023.”

In this sense, in the particular case, the lateness in the submission of the significant event regarding the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers by the Issuer is evident.

Finally, with regard to the application of the sanctioning criteria, to which the

4 MORÓN URBINA, Juan Carlos, Comments on the General Administrative Procedure Law, Gaceta Editorial, 16th Edition, 2021.

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Issuer refers to in this part of his defense, it is appropriate to point out that these aspects are analyzed at the time of determining the sanction.

With regard to Charge No. 4
The Issuer states that it perceives an error in the imputation of charges and a violation of the Principle of Typicity, because the authority alleges that it did not inform about the main aspects contemplated in the Restructuring Plan. However, the Issuer considers that this level of specificity of compliance required by Letter No. EMI-418/2023 is not regulated in the regulations.

Regarding this, the facts related to the present charge are described below:

Through a significant event of July 25, 2023, the Issuer communicated the
agreements of the general shareholders’ meeting, held on that same day, among which is: “Take note of the presentation of the Restructuring Plan of PETROPERÚ S.A. to the General Shareholders’ Meeting, according to what is established in Urgency Decree No. 023-2022 and in accordance with what is exposed in the present session.”
Through Letter No. EMI-418/2023 of August 02, 2023, the Submanagement of Issuers and Stock Exchange Information of the BVL required the Issuer, among others, to complete the information on the presentation of the Restructuring Plan to the general shareholders’ meeting of July 25, 2023, specifying whether the Restructuring Plan was approved by the board and the main aspects contemplated in said plan.
Through a significant event of August 14, 2023, the Issuer informed, among others, that the Restructuring Plan was approved by the board of directors and presented to the general shareholders’ meeting of July 25, 2023. Likewise, the Issuer complied with informing the main aspects contemplated in the Restructuring Plan.

According to the above, it is necessary to indicate that on July 25, 2023, the Issuer not only had to communicate as a significant event the agreement of the general shareholders’ meeting to “Take note of the presentation of the Restructuring Plan of PETROPERÚ S.A. (…)”, but also the main scope of said plan, given that this information had significant influence capacity, in accordance with the provisions of articles 3 and 4 of the Regulation of Significant Events, due to the following:

The Restructuring Plan aims to strengthen governance and financial and operational sustainability of the company, in accordance with the provisions of numeral 4.1 of article 4 of Urgency Decree No. 023- 2022, Urgency Decree that establishes measures in economic and financial matters aimed at avoiding fuel shortages at the national level 5 . This

“Article 4. Plan for the strengthening of PETROPERÚ S.A.
4.1. Within the framework of the objective of maintaining the continuity of PETROPERÚ S.A.’s operations as a strategic actor in the hydrocarbon value chain, PETROPERÚ S.A. hires, within a period of ninety (90) calendar days counted from the entry into force of this Urgency Decree, a specialized international consultant to present a restructuring plan, with the object of reinforcing governance and financial and operational sustainability of the company. Said plan is presented to the General Shareholders’ Meeting within a maximum period not exceeding July 31, 2023.
(…)”

plan is complemented with a series of actions to guarantee the sustainability of the company, which include, among others, the modification of the social statute and other corporate instruments to reinforce the principles of good corporate governance, administrative reorganization with the object of generating efficiency, as well as the valuation of the company and preparatory actions for a public offering of shares, in accordance with the provisions of numeral 4.2 of article 4 of Urgency Decree No. 023-20223 6 .

According to what was informed through the significant event of August 14
2023, the main aspects of the Restructuring Plan include the following:
The new strategic objectives, as a result of the redefinition of the strategy: (i) focus on the launch of the PMRT (Talara Refinery Modernization Project) (high urgency), (ii) austerity plan in spending (high urgency), (iii) development of initiatives for the energy transition in the medium term (medium urgency), (iv) consolidation of the leadership position in the supply of primary fuel (medium urgency), (v) increase in internal hydrocarbon production (high urgency), (vi) achieve sustained financial stability (high urgency), and (vii) strengthen corporate governance and human talent management (medium urgency). The comprehensive scope of the plan, which comprises: (i) reinforce governance, with initiatives for a new governance model and improvement in the functioning of good corporate governance, (ii) financial sustainability, with initiatives for financing management and financial risk management, and (iii) operational sustainability, with initiatives to improve efficiency and optimization of processes and operations, reconfiguration of the Norperuano Pipeline, develop the corporate strategy, among others. The prioritized initiatives or immediate measures in progress: (i) austerity plan: initiatives for optimization of OPEX (operating expenses) and CAPEX (capital expenses), (ii) support from business support areas and other refineries for the implementation of the PMRT, (iii) approval by the general shareholders’ meeting of new corporate documents, (iv) implementation of a new organization, (v) execution of the vertical integration strategy, and (vi)

“Article 4. Plan for the strengthening of PETROPERÚ S.A.
(…)
4.2. PETROPERÚ S.A. within a maximum period of thirty (30) business days, counted from the entry into force of
this regulation, presents to the General Shareholders’ Meeting, in writing, its commitment to carry out the following actions to guarantee the sustainability of the company:
(…) b) Within a maximum period of eleven (11) months, counted from the entry into force of this urgency decree:
i) Modification of the Social Statute and other corporate instruments to reinforce the principles of good corporate governance, in accordance with the guidelines of the National Fund for Financing of the State Business Activity – FONAFE. ii) Administrative reorganization with the object of generating efficiency in accordance with the strategic objectives approved by the sector. c) Within a maximum period of twelve (12) months, counted from the entry into force of this Urgency Decree, the valuation of the company and preparatory actions for a public offering of shares, within the framework of Law No. 30130, Law that declares of public necessity and national interest the priority execution of the Modernization of the Talara Refinery to ensure the preservation of air quality and public health and adopts measures to strengthen corporate governance of PETROPERÚ S.A. (…)”

PERÚ Ministry of Economy and Finance

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

According to what has been exposed, considering that the main aspects of the Restructuring Plan constitute a significant event, in the particular case there is no error in the imputation of charges nor any violation of the Principle of Typicity, because the conduct of the Issuer with respect to Charge No. 4 falls within the infringement of late submission of significant events, as referred to in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation. In this sense, it would not be a non-observance of a new obligation that lacks legal basis, as the Issuer points out in its defense.

Additionally, it is appropriate to indicate that the SMV does not perform interpretations extensive when it comes to administrative sanctioning procedures. This is so, because the regulation governing the securities market has norms of law rank, application regulations and the Sanctions Regulation, in which the infringements in which participants of the securities market may incur are duly typified.

According to this, in the particular case the infringement referred to the late submission of the significant event regarding the main aspects that contemplate the Restructuring Plan is expressly typified in the subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation. On the other hand, the obligation to communicate said significant event is provided for in article 30 of the TUO of the LMV and in articles 3, 4 and 9 (numeral 9.1) of the Regulation of Significant Events.

With regard to Charge No. 5
The Issuer states that the news was issued after the issuer’s working hours, so it argues that it was materially impossible to make a clarification on that same day. Likewise, it points out that in safeguard of its duties as an employer and in compliance with its labor and information security policies, it considers that the knowledge was effectively taken on September 07, 2023.

Regarding this, it is necessary to indicate that in accordance with numeral 6.4 of article 6 of the Regulation of Significant Events, the issuer must clarify, after having taken knowledge, the information published in the media, that it considers inaccurate or incomplete.

According to this, in the particular case, from the defenses presented, it is observed that the Issuer would have taken knowledge of the news on September 07, 2023, so the significant event regarding the clarification of said news would have been submitted on time.

Consequently, considering what has been stated above, it is considered that the charge imputed has been lifted, therefore, it corresponds to declare the non-existence of infringement with respect to Charge No. 5 and archive this part of the administrative sanctioning procedure, in accordance with letter d) of article 16 of the Sanctions Regulation 7 , concordant with the final part of numeral 5 of article

“Article 16.- INSTRUCTIVE PHASE
(…) d) The instructive phase concludes with the formulation of a report by the General Inspectorates of Compliance, in which it is determined, in a motivated manner, the conduct that are considered

PERÚ Ministry of Economy and Finance

Having determined the archiving of this part of the sanctioning procedure, it is not necessary to issue a pronouncement on the other arguments exposed by the Issuer in its defenses.

With regard to Charge No. 6
The Issuer argues that it was not materially possible to inform about the terms of the financial support referred to in Agreement No. 087-2023-PP, because said agreement only authorized that the request for financial support be formulated to the Ministry of Energy and Mines (MINEM) and that this request was subject to prior evaluation and pronouncement by the MEF. Regarding this, the facts related to the present charge are described below:

Through a significant event of September 07, 2023, the Issuer sent Communication No. 018-2023 of that same date, titled “Request for financial support is to guarantee fuel supply in the country”, in which it states, among others, the following:

“Through Board Agreement No. 087-2023-PP, of August 3, 2002, the administration of the Issuer was authorized to request -through the Ministry of Energy and Mines- financial support to mitigate the risks of a potential fuel shortage at the national level, especially in the jungle and different regions of the country where other providers do not reach them because it is not profitable for them.”

Through Office No. 4326-2023-SMV/11.1 of September 19, 2023, the IGSC required the Issuer to inform in detail about Agreement No. 087-2023- PP of August 03, 2023, indicating the terms of said financial support, considering that various media had informed about the aforementioned board agreement detailing said terms and the Issuer had not disclosed such information as a significant event.
Through a significant event of September 25, 2023. The Issuer complied with informing the terms of Agreement No. 087-2023-PP.

According to the above, it is observed that the terms of the financial support referred to in Agreement No. 087-2023-PP should have been communicated as a significant event on August 03, 2023, because this information has significant influence capacity, in accordance with the provisions of articles 3 and 4 of the

probable constitutive of infringement, the norm that provides for the imposition of sanction and the proposed sanction or the proposal for declaration of non-existence of infringement, mentioning that the pronouncement is made based on the elements existing on that date, as appropriate. (…)”. “Article 255.- Sanctioning procedure Entities in the exercise of their sanctioning power adhere to the following provisions:
(…)
5. Concluded, if necessary, the collection of evidence, the instructing authority of the procedure concludes by determining the existence of an infringement and, therefore, the imposition of a sanction; or the non-existence of infringement. The instructing authority formulates a final instructive report in which it determines, in a motivated manner, the conduct that are considered proven constitutive of infringement, the norm that provides for the imposition of sanction; and, the proposed sanction or the declaration of non-existence of infringement, as appropriate.
(…)”

PERÚ Ministry of Economy and Finance

According to Communication No. 018-2023, the request for financial support by the Issuer had the object of mitigating the risks of an eventual fuel shortage at the national level, especially in the jungle and different regions of the country where other suppliers do not reach them as it is not profitable for them.
According to the information provided through the important event of September 25, 2023, the terms of the financial support referred to in Agreement No. 087-2023-PP include the following:
(i) The capitalization of the financial support for US$ 750 million granted through Urgency Decree No. 010-2022, Urgency Decree that establishes extraordinary measures in economic and financial matters intended for the assurance of the local fuel market, equivalent to S/ 2,953,289.717 (includes interest until July 2023). (ii) The continuation of the application of the cancellation document facility up to S/ 500 million, granted through Urgency Decree No. 010-2022, Urgency Decree that establishes extraordinary measures in economic and financial matters intended for the assurance of the local fuel market, until December 31, 2025. (iii) Guarantee of the National Government for US$ 1,000 million related to the foreign trade credit line that will be contracted with the National Bank to carry out crude oil, fuel, other hydrocarbon derivatives, and biofuel import operations, for a period of less than one year. (iv) Capital contribution of S/ 5,573 million. Likewise, although the terms of the financial support do not correspond exactly to the cases in items 15 and 16 of Annex 1 of the Important Events Regulation, due to the specific characteristics of the Issuer, whose activity as a state-owned company is subject to pronouncements (approvals) from MINEM and MEF, it is considered that these cases facilitated the issuer's qualification of the mentioned information as an important event, taking into account that these items refer to "financing plans and operations" and to "capitalization of claims." Regarding the alleged impossibility of informing about the terms of the financial support referred to in Agreement No. 087-2023-PP, because the respective request was subject to prior evaluation and pronouncement by the MEF, it must be indicated that item 8.3 of Article 8 of the Important Events Regulation has provided for this situation, establishing that if the effectiveness of an important event is conditioned to the prior pronouncement of a certain entity, the issuer must specify this condition 9.

“Article 8.- Content of important events
In the content of the communication of an important event, the Issuer must observe the following:
(…)
8.3. If the effectiveness of the information contained in an important event is conditioned to a prior authorization or subsequent approval or ratification by another body, person, entity, or authority, this condition will be clearly specified. Decisions or agreements adopted under

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
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 Regarding the alleged uncertainty among investors, which in the Issuer's opinion, would be generated by informing about the terms of the financial support referred to in Agreement No. 087-2023-PP, because this information was still in process and did not consider concrete financial support actions, it is appropriate to point out that the Issuer could have assigned this information the status of reserved, if it considered that its premature disclosure could cause harm to the issuer, as provided by Article 36 of the TUO of the LMV 10 and Article 13 of the Important Events Regulation 11. However, the Issuer did not exercise this faculty, despite the fact that in the important event of September 25, 2023, it stated the following: “(…) from a corporate point of view, we consider that the dissemination of this information to the market could have a counterproductive effect that could affect the approval process by the corresponding authorities.” Likewise, it must be noted that what was manifested by the Issuer, to the effect that since the terms of the financial support referred to in Agreement No. 087-2023-PP do not fit with any of the cases established in items 15 and 16 of Annex 1 of the Important Events Regulation, these should not be communicated as important events, lacks support. In this regard, according to the second part of item 5.2 of Article 5 of the Important Events Regulation, if in the Issuer's opinion the terms of the financial support referred to in Agreement No. 087-2023-PP did not correspond to any of the cases in items 15 and 16 of Annex 1, this did not necessarily imply that this information did not qualify as an important event and should be communicated as such if it complied with what is stated in Articles 3 and 4 of the Important Events Regulation. As indicated above, from the evaluation of the significant influence capacity of the information, it is determined that the terms of the financial support referred to in Agreement No. 087-2023-PP qualify as an important event. Additionally, it is reiterated that the SMV does not make extensive interpretations when it comes to sanctioning administrative procedures. This is so, because the regulations governing the securities market have laws of rank, application regulations, and the Sanctions Regulation, in which the infractions that securities market participants may incur are duly typified.

suspensive condition, must also be communicated to the market as important events, expressly stating that they are subject to the fulfillment of a certain condition.”
10 “Article 36.- Reserved Information.- A fact or ongoing transaction may be assigned the status of reserved when its premature disclosure could cause harm to the issuer.
The respective agreement must be adopted by no less than three quarters (¾) of the members of the Board of Directors of the company in question or of the body that exercises its functions. In the absence of the Board of Directors or the referred body, the reservation agreement must be taken by all administrators.” “Article 13.- Reserved Information
13.1. The Issuer may, under its own responsibility, assign to a fact or ongoing transaction the status of reserved information referred to in the LMV when it determines that its premature disclosure could cause it harm.
(…)”.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
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 Accordingly, in the particular case, the infringement referred to the late presentation of the important event on the terms of the financial support referred to in Agreement No. 087-2023-PP is expressly typified in item 3.1 of item 3 of Annex I of the Sanctions Regulation. On the other hand, the obligation to communicate the mentioned important event is provided for in Article 30 of the TUO of the LMV and in Articles 3, 4, and 9 (item 9.1) of the Important Events Regulation.
6. Regarding Charge No. 7
The Issuer states that the Important Events Regulation does not establish as an obligation to communicate as important events the promulgation and publication of a legal norm, adding that since it does not fit with any of the cases established in the regulations, in its opinion there was no legal obligation to communicate the publication of Supreme Decree No. 019-2023-EM as an important event. In this regard, it corresponds to indicate that according to what is provided by item 5.1 of Article 5 of the Important Events Regulation, the purpose of the cases in Annex 1 is to facilitate to issuers the identification of that information that could qualify as an important event. Likewise, according to the second part of item 5.2 of Article 5 of the Important Events Regulation, if any act, decision, agreement, fact, or ongoing transaction does not appear in the cases of Annex 1, this does not necessarily imply that it does not qualify as an important event, and must be communicated as such if it complies with what is stated in Articles 3 and 4 of the Important Events Regulation. In this framework, it is noted that at the time, the Issuer considered that the publication of Supreme Decree No. 019-2023-EM, which grants a special mandate to Petróleos del Perú – PETROPERÚ S.A. for the provisional administration of the Concession of the Natural Gas Distribution System by Pipeline Network of the South West Concession, had significant influence capacity as provided by Articles 3 and 4 of the Important Events Regulation, so it qualified and presented voluntarily and expressly this information as an important event, as shown below in Image No. 3:
Image No. 3: Important event of October 10, 2023 According to what was indicated, it is contradictory that in its defenses, the Issuer intends to argue that there was no legal obligation to communicate the publication of Supreme Decree No. 019-2023-EM as an important event, when at the time the issuer itself qualified the information as an important event under

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría the protection of what is provided by Articles 3 and 4 of the Important Events Regulation. Without prejudice to the above, from the evaluation of the particular case, it is noted that Supreme Decree No. 019-2023-EM, which grants a special mandate to Petróleos del Perú – PETROPERÚ S.A. for the provisional administration of the Concession of the Natural Gas Distribution System by Pipeline Network of the South West Concession, was subject to general dissemination, through the Official Journal El Peruano, on October 08, 2023, so from that date the mentioned information was freely accessible and of a public nature. Consequently, taking into account what was stated above, it is considered that the charge imputed has been lifted, therefore, it corresponds to declare the non-existence of infringement with respect to Charge No. 7 and to archive this aspect of the sanctioning administrative procedure, in accordance with letter d) of Article 16 of the Sanctions Regulation, concordant with the final part of item 5 of Article 255 of the TUO of the LPAG. Having determined the archiving of this aspect of the sanctioning procedure, it is not necessary to issue a pronouncement on the other arguments exposed by the Issuer in its defenses.
V. DETERMINATION OF THE SANCTION
22. That, having determined the commission of the imputed infractions, it corresponds to evaluate the sanction, in accordance with Article 25 of the Sanctions Regulation, concordant with item 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 sanction history, (ii) recidivism, (iii) the circumstances of the commission of the infringement, (iv) the economic harm caused and its repercussion on the market, (v) the illicit benefit resulting from the commission of the infringement, (vi) the probability of detection of the infringement, (vii) the gravity of the damage to the public interest and/or protected legal good, and (viii) the existence or non-existence of intent in the infringer's conduct;
23. That, in addition to the previously cited norms, for the purpose of determining the sanction, the Criteria applicable to the administrative sanctioning procedure for non-compliance with the regulations that regulate the submission of periodic or eventual information, approved by Resolution SMV No. 006-2012-SMV/01, in force at the time of the commission of the infractions (hereinafter, Sanction Criteria), as well as the Gradual Sanction Regime for late submission of financial information, annual report, and important events, approved by Resolution No. 007-2023-SMV/01 (hereinafter, Gradual Sanction Regime), whose Article 2 repealed the Sanction Criteria and whose Article 4 provided for its validity from January 01, 2024;
24. That, in view of the above, it corresponds to analyze whether in the present case the provisions of the Gradual Sanction Regime should be applied, by virtue of the Principle of Favorable Retroactivity, established in item 5 of Article 248 of the TUO of the LPAG, which states: “Sanctioning provisions in force at the time the administrator incurs in the conduct to be sanctioned are applicable, except when subsequent ones are more favorable to them.”;
Sanction Criteria

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Superintendence
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25. That, with respect to the gravity of the damage to the public interest and/or protected legal good, it must be indicated that the timely presentation of periodic or eventual information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the deadline limits by issuers affects market transparency, which is considered a protected legal good;
26. That, regarding the infringer's history, the Issuer has no sanction history with respect to Charges Nos. 1 and 2. On the other hand, the Issuer has the following sanction history with respect to Charges Nos. 3, 4, and 6, according to what was evaluated in the Report;
27. That, regarding recidivism, according to letter b) of Article 25 of the Sanctions Regulation, to determine recidivism for the commission of the same infringement, the firm sanction imposed by the SMV within a period of one (1) year prior to the commission of the infringement to be sanctioned is taken into account. The Issuer is a recidivist with respect to Charges Nos. 1 and 2, while with respect to Charges Nos. 3, 4, and 6 it is indeed a recidivist according to what was evaluated in the Report;
28. That, regarding the circumstances of the commission of the infractions, the following has been verified:
(i) The Issuer has presented the important event on the clarification of the news titled “Petro-Perú seeks to answer Fitch Ratings observations” and “Petroperú will now seek a partner to operate lot 64” with three (3) calendar days of delay. (ii) The Issuer has presented the important event on the clarification of the news titled “Government will give capital to Petro-Perú for US$1.000 million to reinforce its financial capacity” with one (1) calendar day of delay. (iii) The Issuer has presented the important event on the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers with eight (8) calendar days of delay. (iv) The Issuer has presented the important event on the main aspects contemplated in the Restructuring Plan with twenty (20) calendar days of delay. (v) The Issuer has presented the important event on the terms of the financial support referred to in Agreement No. 087-2023-PP with fifty-three (53) calendar days of delay.
29. That regarding the economic harm caused and its repercussion on the market, it must be noted that no quantifiable harm has been evidenced, understood as an economic damage caused to one or several investors;
30. That, regarding the illegally obtained benefit, in the present PAS, there are no elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infractions under evaluation;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
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31. That, regarding the probability of detection of the infractions; it must be noted that the lack of timely presentation of periodic or eventual information is verified through internal control systems, so the probability of detection is high;
32. That, with respect to the existence or non-existence of intent in the infringer's conduct, there are no elements to indicate that the Issuer acted with intent in the commission of the infractions, so this criterion would not have been configured. However, it can be affirmed that the Issuer's conduct was negligent, as it did not act with the diligence required for obligations already known by the issuer;
Evaluation of the Principle of Favorable Retroactivity and proposal of sanction
33. That, in application of the Principle of Favorable Retroactivity, established in item 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 corresponding sanction will be graduated, taking into account the Sanction Criteria and Gradual Sanction Regime.
34. That, with respect to the sanction that is proposed, item (ii) of item 4.2 of the Sanction Criteria provides that “A reprimand sanction may be applied when the following are met concurrently: (i) the impact on market transparency is minimal; ii) the committed infringement has not caused concrete harm to investors or associates; (iii) the infringing subject has no history or having it, they are infractions typified as minor offenses imposed in the four (4) years prior to the commission of the infringement being evaluated; (iv) the infringing subject has not obtained a benefit from its illegal conduct; and (v) it has not been proven that the infringer acted with intent in the commission of the infringement.”
35. That, on the other hand, item 6.1 of Article 6 of the Gradual Regime provides the following:
“A reprimand sanction may be applied when the following cases are met concurrently:
a. When the impact on market transparency is minimal. This statement is linked to the criterion of the gravity of the damage to the public interest and/or protected legal good; b. The committed infringement has not caused concrete harm to investors or associates;
c. The infringing subject has no history or having it, they are sanctions corresponding to minor infractions imposed by the SMV that had become firm in the four (4) years prior to the commission of the infringement being evaluated;
d. The infringing subject is not a recidivist; e. The infringer has not obtained benefits from its administrative infringement; and, f. It has not been proven that the infringer acted with intent in the commission of the infringement.”
36. That, from the comparison of item (ii) of item 4.2 of the Sanction Criteria and item 6.1 of Article 6 of the Gradual Regime,

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence

SMV
Superintendencia del Mercado de Valores
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is observed that this last provision has established an additional condition to be able to apply the sanction of reprimand (that the offender is not a recidivist). In that sense, the subsequent norm is not more favorable, and subsection (ii) of paragraph 4.2 of the Sanction Criteria must be applied, in order to determine if the sanction of reprimand is appropriate;

That, in the present case, although it has not been
evidenced that concrete harm to investors has occurred, nor that the Issuer has obtained a benefit as a consequence of its conduct, nor has it been proved that the Issuer acted with intent in the commission of the infractions, it is considered that the impact on market transparency was not minimal, as delays occurred in the presentation of material facts. Additionally, as detailed previously, regarding Charges Nos. 3, 4, and 6, the Issuer has precedents for sanctions for serious infractions;
That, according to what has been indicated, considering that
the sanction of reprimand is not applicable for the late presentation of material facts, it corresponds next to determine the applicable fine sanction;
With regard to precedents, the Sanction Criteria establish that “The resulting amount of the guidelines contemplated in the preceding paragraph (iv) will be increased by two percent (2%) if it is determined that the offending subject has sanction precedents and by three (3%) if it has precedents of the same conduct that is intended to be sanctioned.” On the other hand, the Gradual Regime establishes that “The resulting amount from the application of the guidelines contemplated in paragraph 6.2 may be increased up to five percent (5%) if it is proven that the offending subject has sanction precedents”, without distinguishing whether they correspond to different or the same type of infraction. It is considered that the corresponding amount must be increased by one percent (1%) for each sanction resolution, which constitutes the precedent, up to a maximum of five percent (5%);
That, with regard to recidivism, the Sanction Criteria did not regulate this criterion for purposes of its quantification. On the other hand, the Gradual Regime of Sanctions states in paragraph 5.2 the following “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 Gradual Regime of Sanctions states that for purposes of determining recidivism as an aggravating factor, a quantum of up to ten percent (10%) has been established, which would be added to the proposed fine, if it is verified that the offender is a recidivist;
That, it is considered that the corresponding amount must 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;
That, from the comparison of what is established in paragraph (iv) of subsection 4.2 of the Sanction Criteria and paragraph 6.2 of article 6 of the Gradual 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 Sanction Criteria in all the infractions that the Issuer has incurred;

PERÚ Ministry of Economy and Finance

That, therefore, from the evaluation of the Sanction Criteria and the analysis carried out by this Adjunct Superintendence, it corresponds to impose on the Issuer a total fine of 10.02 UIT 12 equivalent to S/ 49,179.00 (Forty-Nine Thousand One Hundred Seventy-Nine and 00/100 Soles), and;

Being in accordance with what is provided in paragraphs 13 and 36 of
article 43 of the Regulation of Organization and Functions of the Superintendencia del
Mercado de Valores, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that Petróleos del Perú –
Petroperú S.A. has incurred five (5) minor infractions, typified in subsection 3.1 of paragraph 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, by having presented late (i) the material fact regarding the clarification of the news titled “Petro-Perú seeks to clarify observations from Fitch Ratings” and “Petroperú will now seek a partner to operate lot 64”, (ii) the material fact regarding the clarification of the news titled “Government will provide capital to Petro-Perú for US$1,000 million to reinforce its financial capacity”, (iii) the material fact regarding the cessation of Mr. Antonio Leonardo Manosalva Alarcón as Director Representative of the Workers, (iv) the material fact regarding the main aspects contemplated in the Restructuring Plan; and (v) the material fact regarding the terms of the financial support referred to in Agreement No. 087-2023-PP.

Article 2º.- Sanction Petróleos del Perú –
Petroperú S.A. with a total fine of 10.02 UIT equivalent to S/ 49,179.00 (Forty-Nine Thousand One Hundred Seventy-Nine and 00/100 Soles), pursuant to article 1 of this Resolution.

Article 3º.- Declare the non-existence of infractions and
archive the proceedings of the administrative sanctioning procedure regarding (i) the material fact regarding the clarification of the news titled “Petroperú with financial aid: the million-dollar requests to Minem” and “Petroperú asks for ‘financial support’ from the Ministry of Energy and Mines” and (ii) the material fact regarding the publication of Supreme Decree No. 019-2023-EM, which grants a special assignment to Petróleos del Perú – PETROPERÚ S.A. for the provisional administration of the Concession of the Natural Gas Distribution System by Pipeline Network of the South West Concession, in accordance with paragraph 6 of article 255 of the Single Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS in concordance with literal e) of article 17 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 4º.- This Resolution does not exhaust the administrative
channel, and it may be challenged before this Adjunct Superintendence of Market Conduct Supervision by filing the reconsideration appeal, an administrative remedy 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,

12 Value of the UIT (2023): S/ 4,950.00 (Supreme Decree No. 309-2022-EF).
Value of the UIT (2022): S/ 4,600.00 (Supreme Decree No. 398-2021-EF).

PERÚ Ministry of Economy and Finance

counted from the day following its notification. In case this resolution is not challenged, the regime of reduction of the corresponding sanction may be applied.

Article 5º.- In case this Resolution is not
subject to challenge through a reconsideration appeal, 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 paragraph 1 of article 7 of the Policy on publicity of normative projects, norms of a general character 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 6º.- Transcribe this Resolution to
Petróleos del Perú – Petroperú S.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision

Lineage: Superseded

Timeline

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