Adjunct Superintendent Resolution No. 054-2025-SMV/11 — SMV — PE

PERU Ministry of Economy and Finance

Adjunct Superintendent Resolution SMV
No. 054-2025-SMV/11
Lima, August 25, 2025

Summary: To sanction La Positiva Vida Seguros y Reaseguros S.A. with one (1) admonition for having committed one (1) minor infraction, typified in subsection 3.1, numeral 3 of Annex I of the Sanctions Regulation

Administered Entity: LA POSITIVA VIDA SEGUROS Y REASEGUROS S.A.
Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2025029366

The Adjunct Superintendent of Market Conduct Supervision

SEEN:
The administrative file No. 2025029366, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Intendancy of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, IGCC), against La Positiva Vida Seguros y Reaseguros S.A. (hereinafter, the Issuer); as well as Report No. 1046-2025-SMV/11.2 (hereinafter, the Report), issued by said 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 Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS contained in administrative file No. 2025029366 with the aim that it issues a decision as the sanctioning body of single instance, according to the type of infraction evaluated. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and 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 Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-11 (hereinafter, TUO de la LMV); as well as what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in single administrative instance for the commission of infractions whose compliance control corresponds to the aforementioned Adjunct Superintendence. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;

II. FACTS, CHARGES, DEFENSES AND ARGUMENTS
2.1. Fact
2. That, it was evaluated whether the Issuer complied with the obligation to communicate material facts in a timely manner to the SMV;

2.2. Charge
3. That, as a result of said evaluation, through Office No. 3717-2025-SMV/11.2 of July 09, 2025 (hereinafter, Charge Office), the charge was formulated against the Issuer because it communicated belatedly the convocation to an extraordinary general meeting of shareholders to be held on September 23 and 30, 2024, in first and second call, respectively. Said agreement should have been communicated on the same day of its approval in board session, that is, August 26, 2024; nevertheless, it was communicated on August 27, 2024. (File No. 2024036604);
4. That, in this sense, the commission of one (1) minor infraction typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation was imputed to the Issuer;

2.3. Defenses and arguments
5. That, through writing dated July 15, 2025, the Issuer presented its defenses, stating the following:
“(…)
3. That, through this present writing, La Positiva recognizes the commission of the minor infraction contemplated in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, for having submitted belatedly the convocation to an extraordinary general meeting of shareholders to be held on September 23 and 30, 2024, in first and second call (respectively), which was approved on August 26, 2024, and should have been communicated on August 26, 2024 itself, nevertheless, it was communicated on August 27, 2024 under File No. 2024036604.
4. That, La Positiva prepared and signed the convocation letter according to the formats approved by the Securities Market Superintendence (“Superintendence”) on August 26, 2024 itself, since at all times it had the intention to communicate the agreement on the day of approval by board session, that is, August 26, 2024 itself, nevertheless, due to an involuntary incidence, it proceeded to publish it as a material fact on August 27, 2024.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship (…).”
6. That, the Unified Text of the General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO de la 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, numeral 3) of article 248 of the TUO de la 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 harm caused, (e) Recidivism, for the commission of the same infraction within a period 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 non-existence of intent in the conduct of the offender;
7. That, the charge 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 brought to the knowledge of the SASCM;
8. That, in observance of what is provided by numeral 5 of article 255 of the TUO de la LPAG, through Office No. 4144-2025-SMV/11 of August 04, 2025, the Report was sent to the Issuer so that it may send its arguments within a term of five (5) business days of notification. Nevertheless, to date the Issuer has not presented its arguments regarding the Report;

III. MATTERS TO DETERMINE
9. That, in the present PAS it corresponds to determine the following:
(i) Whether the Issuer incurred or did not incur the infraction indicated in the Charge Office and Report.
(ii) Whether it corresponds or does not correspond to sanction the Issuer.

IV. ANALYSIS
4.1. Applicable Normativity
10. That, with respect to the communication of material facts, article 30 of the TUO de la LMV establishes that: “The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for conducting the centralized trading mechanism, of material facts, including negotiations in progress, about itself, the value and the offer made thereof, as well as to disclose such facts in a true, sufficient and timely manner. (…)”;
11. That, according to numeral 1 of Annex 1 of the Material Facts Regulation it provides the following:
“1. Convocation to shareholders meetings, creditors meetings or bondholders assemblies, indicating the respective agenda and the documentation that is available to shareholders, creditors and bondholders, as appropriate, as well as the agreements adopted therein. (…)”;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
12. That, it would have contravened what is provided by numeral 9.1 of article 9 of the Material Facts Regulation, which states that: “The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known (…)”;
13. That, in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it has been provided that it constitutes a minor infraction: “To submit outside the established time frame, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts and, annual reports”. (Underlining added);
14. That, according to article 35 of the Sanctions Regulation, minor infractions are sanctionable with admonition or fine not less than one (1) UIT and up to twenty-five (25) UIT;

4.2. Case Evaluation
15. That, in administrative file No. 2025029366, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 4083-2024-SMV/11.1 of October 09, 2024 (File No. 2024041412), the General Intendancy of Conduct Supervision (hereinafter, IGSC) —an organ of the SMV that has among its functions and faculties, the supervision of compliance with the norms applicable to companies with values registered in the RPMV, evaluating indications of possible infractions, and sending, for consideration, the respective indication reports—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present PAS;
16. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with an indication of infraction report, determine that its pronouncement or opinion on a specific supervision topic—which even can contain a decision, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it being necessary to specify that said opinion and the indication of infraction report of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation;
17. That, in this way it is had that in the evaluation of the facts related to the present PAS, two (2) other administrative organs of the SMV have intervened and participated previously to the issuance of this Resolution, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indication of infraction and then the IGCC which, as a result of its evaluation, formulated the Charge Office and the Report; and at this point of the PAS it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charge, it being precise to indicate that by the nature of the same, as previously pointed out, it will be a decision of single administrative instance;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
18. That, it has been verified in the receipt sheet found in the PAS file, that the Issuer has not sent the corresponding arguments regarding the Report, it being necessary to take into account that the term granted for the submission of its allegations has elapsed, as previously pointed out;
19. That, with respect to the defenses presented by the Issuer, it corresponds to indicate the following:
(i) Regarding this, having the Issuer presented its defenses within the term granted for the presentation of defenses, it corresponds to indicate that the voluntary declaration of recognition of the infraction by the Issuer is deemed as a condition of mitigation of responsibility, therefore when the applicable sanction is a fine, it is reduced by fifty percent (50%) if the recognition is presented within the term granted to present defenses, according to numeral 11 of literal a) of article 26 of the Sanctions Regulation, concordant with literal a) 2 of numeral 2 of article 257 of the TUO de la LPAG, which will be considered at the moment of determining the sanction. (ii) Consequently, the conduct constitutive of the infraction subject of charge is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the sanction to be imposed in attention to what is provided by the principle of reasonableness, the defenses and the sanction criteria, which will be evaluated in the section of determination of the sanction.
20. That, by not having fulfilled presenting the resume of its director before detailed and , in attention to the recognition of responsibility by the Issuer, it can be concluded that it incurred in one (1) infraction typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation;
21. That, according to everything expressed, having accredited the conduct constitutive of infraction and determined the administrative responsibility by the Issuer, it corresponds to analyze the proposal of applicable sanction, for which effect the principle of reasonableness and the sanction criteria will be taken into consideration, which will be developed in the following section;

V. DETERMINATION OF THE SANCTION
22. That, the non-compliance with the timely presentation of material facts, is typified in subsection 3.1 of numeral 3 of the

1 Article 26.- MITIGATING CONDITIONS OF RESPONSIBILITY FOR INFRACTIONS The following constitute mitigating conditions of responsibility for infractions:
a) Recognition of responsibility by the offender expressly and in writing, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:

If the recognition of the infraction is presented within the term granted for the presentation of defenses, the amount of reduction will be fifty percent (50%).
(…)

2 Article 257.- Exemptions and mitigating conditions of responsibility for infractions (…) 2.- The following constitute mitigating conditions of responsibility for infractions:
a) If an administrative sanctioning procedure has been initiated and the offender recognizes his responsibility expressly and in writing. In cases where the applicable sanction is a fine, this is reduced to an amount not less than half of its value.
(…)

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: “To submit outside the established time frame, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, to the Stock Exchange, to the entity in charge of the centralized trading mechanism or to any other entity or subject of the securities market, the audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, material facts and, annual reports”. (Underlining added);
23. That, according to article 35 of the Sanctions Regulation, said infractions are sanctionable with admonition or fine not less than one (1) UIT and up to twenty-five (25) UIT;

5.1. Sanction Criteria
24. That, for the purpose of analyzing the corresponding sanction for this class of non-compliance, what is provided in article 25 of the Sanctions Regulation must be taken into account, in such sense, it proceeds to analyze: (i) the sanction antecedents; (ii) recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution sanctioning the first infraction became final; (iii) the circumstances of the commission of the infraction; (iv) the economic harm caused and its repercussion on the market; (v) the illicit benefit resulting from the commission of the infraction; (vi) the probability of detection of the infraction; (vii) the gravity of the damage to the public interest and/or protected legal good; and, (viii) the existence or non-existence of intent in the conduct of the offender, in concordance with what is provided by numeral 3) of article 248 of the TUO de la LPAG and article 348 of the LMV;
25. That, likewise, with respect to the non-compliance subject of charge, it must be indicated that the Gradual Regime of Sanctions for Late Submission of Financial Information, Annual Report and Material Facts, approved by article 1 of SMV Resolution No. 007-2023-SMV/01 of September 04, 2023 (hereinafter, Gradual Sanctions Regime) is applicable, and whose article 4 provided for its validity starting from January 01, 2024;
26. That, regarding the gravity of the damage to the public interest and/or protected legal good, the timely presentation of material facts has the purpose of allowing investors to adopt adequately informed investment decisions. In this way, investors are protected and asymmetry in access to information is reduced, therefore, the protected legal good is the transparency of the securities market, which when transgressed affects the public interest. In such sense, the infraction incurred by the Issuer affects the transparency of the securities market;
27. That, regarding the antecedents of the offender, it has been verified that the Issuer does not have sanction antecedents, in the terms referred to in literal a) of article 25 of the Sanctions Regulation, which establishes that the antecedents of the offender are the sanctions that have been imposed on it by the SMV and that obtained firmness within four (4) years prior to the moment of the commission of the infraction to be sanctioned, according to what was evaluated in the Report;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
28. That, regarding recidivism for the commission of the same infraction, it has been verified that there is no recidivism on the part of the Issuer, in the terms referred to in literal b) of article 25 of the Sanctions Regulation, which disposes that there is recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution sanctioning the first infraction became final, according to what was evaluated in the Report;
29. That, with relation to the circumstances of the commission of the infractions, it is to warn that, the Issuer informed the material fact that was the subject of imputation in the present PAS, with one (1) calendar day of delay;
30. That, regarding the economic harm caused and the repercussion on the market, it has not been evidenced that the previously mentioned non-compliance has produced a quantifiable harm, understood as an economic damage caused to one or several investors;
31. That, regarding the illegally obtained benefit, it has not been accredited that the infraction incurred by the Issuer has generated an illegal benefit;
32. That, regarding the probability of detection of the infractions, we must indicate that the fact subject of charge is verified through the internal control systems of the SMV, therefore it is considered that for this type of non-compliance, the probability of detection is high and less complex, since it results as a consequence of the supervision activities of the SMV;
33. That, with relation to the existence or non-existence of intent in the conduct of the offender, it has not been evidenced that the Issuer has acted intentionally or fraudulently at the moment of incurring in the previously mentioned infraction;

5.2. Application of Admonition Sanction
34. That, according to the above, and taking into account that the Issuer does not present antecedents, the affectation to transparency is minimal and no concrete harm to investors has been evidenced, as well as that the existence of intent or the obtaining of an illicit benefit nor the existence of recidivism has not been accredited, this Adjunct Superintendence considers that it corresponds to impose on the Issuer a sanction of admonition for the infraction in which it has incurred, in conformity with what is established in article 6 of the Gradual Sanctions Regime;
35. That, consequently, from the evaluation of the Sanction Criteria and the analysis carried out by this Superintendence, it corresponds to sanction the Issuer with one (1) admonition, for having communicated belatedly the material fact regarding the convocation to an extraordinary general meeting of shareholders to be held on September 23 and 30, 2024, in first and second call, respectively;

5.3. Recognition of Responsibility

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

That, in accordance with what is established in the second paragraph of letter a) of article 26 of the Sanctions Regulation, when the applicable sanction is a fine, it is reduced by fifty percent (50%), in accordance with what is provided for in numeral 1 of said article. In the present Administrative Proceeding (PAS), since the corresponding sanction is a reprimand, the aforementioned reduction does not apply, as it is not a fine sanction, and;

In view of what is provided for in numerals 14 and 36 of article 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree N° 216-2011-EF;

RESOLVES:

Article 1°.- Declare that La Positiva Vida Seguros y Reaseguros S.A. has committed one (1) minor infringement, typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01, for communicating late the fact of importance regarding the call for an extraordinary general meeting of shareholders to be held on September 23 and 30, 2024, in first and second call, respectively.

Article 2°.- Sanction La Positiva Vida Seguros y Reaseguros S.A. with one (1) reprimand, pursuant to Article 1° of this Resolution.

Article 3°.- This Resolution does not exhaust the administrative route, and may be challenged before this Deputy Superintendent of Market Conduct Supervision by filing a reconsideration appeal, an administrative remedy recognized in Article 218 of the Unified Text of the General Administrative Procedure Law – Law N° 7444, approved by Supreme Decree N° 004-2019-JUS, within a period of fifteen (15) business days, counted from the day following its notification, as it is a procedure of a single administrative instance.

Article 4°.- In the event that this Resolution is not subject to challenge, it must be published on the Institutional Website of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv), in observance of what is provided for in numeral 1 of article 7 of the “Policy on dissemination of regulatory projects, norms of general character, early agenda and other administrative acts of the SMV”, approved by SMV Resolution N° 014-2014-SMV/01 and its amendments, and by what is provided for in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01.

“Article 26.- MITIGATING CONDITIONS OF LIABILITY FOR INFRACTIONS The following constitute mitigating conditions of liability for infractions:
a) Express and written recognition of responsibility by the offender, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:

If the recognition of the infraction is presented within the deadline granted for the presentation of defenses, the amount of reduction shall be fifty percent (50%).
(…)”.

PERÚ Ministry of Economy and Finance

Article 5°.- Transcribe this Resolution to La Positiva Vida Seguros y Reaseguros S.A.
Register, communicate and publish.
Carlos Rivero Zevallos
Deputy Superintendent
Deputy Superintendent of Market Conduct Supervision

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