Adjunct Superintendent Resolution No. 064-2025-SMV/10

PERÚ Ministry of Economy and Finance

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Adjunct Superintendent Resolution SMV No. 064-2025-SMV/10 Lima, December 30, 2025

Sumilla: The reconsideration appeal filed by Promotores e Inversiones Investa S.A. Brokerage Agent Society is declared unfounded against the Adjunct Superintendent Resolution SMV No. 011-2022-SMV/10.

Administrated: Promotores e Inversiones Investa S.A. Brokerage Agent Society Subject: Reconsideration appeal against Adjunct Superintendent Resolution SMV No. 011-2022-SMV/10 File No.: 2021044143

The Adjunct Superintendent of Prudential Supervision

SEEN:

The administrative file No. 2021044143, the reconsideration appeal and statements presented by Promotores e Inversiones Investa S.A. Brokerage Agent Society and Report No. 847-2024-SMV/10.3, issued by the General Superintendent of Prudential Compliance; and

CONSIDERING:

1. Pursuant to Article 1 of Law No. 29782, Law for the Strengthening of Securities Market Supervision, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Securities Market Superintendence (SMV); therefore, any reference to CONASEV in legal norms shall be understood as referring to the SMV;

I. BACKGROUND

2. Through Adjunct Superintendent Resolution SMV No. 011-2022-SMV/10 (hereinafter, RESOLUTION), it was resolved to sanction Promotores e Inversiones Investa S.A. Brokerage Agent Society (hereinafter, INVESTA SAB) with a reprimand for having committed one (1) minor infraction typified in Annex I, numeral 3, item 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), for failing to present periodic financial information within the deadline established in the applicable regulations; therefore, INVESTA SAB filed a reconsideration appeal against the RESOLUTION;

PERÚ Ministry of Economy and Finance

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3. The reconsideration appeal has been the subject of evaluation by the General Superintendent of Prudential Compliance in Report No. 847-2024-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendence;

4. In observance of the Principle of Due Process contemplated in both Article IV, item 1, numeral 1.2, of the Preliminary Title, as well as in Article 248, item 2 of the Single Text of the General Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO LPAG) and Article 18 of the SANCTIONS REGULATION of the SMV, through Office No. 2748-2023-SMV/10, the administrative file to which this resolution refers was made available to INVESTA SAB for its review;

5. The brokerage agent society presented additional written statements on July 4, 2024;

6. On July 10, 2024, INVESTA SAB presented its oral report before this Adjunct Superintendence;

7. On July 15, 2024, the brokerage agent society presented additional written statements;

II. ON THE ADMISSIBILITY OF THE RECONSIDERATION APPEAL

8. According to what is established in Article 32, numeral 27 of the Regulation of Organization of Functions of the SMV, approved by Supreme Decree No. 216-2011-EF, it is the function of the Adjunct Superintendent of Prudential Supervision to resolve reconsideration appeals against the resolutions it issues;

9. Likewise, Article 2181 numeral 218.2 of the TUO LPAG establishes that the term for filing appeals is fifteen (15) peremptory days. According to what is stated in Article 144 of the TUO LPAG, the aforementioned period shall begin to run from the day following the legal notification of the challenged administrative act;

10. In this regard, it has been verified that the reconsideration appeal was filed within the period established by Article 218 of the TUO LPAG;

11. Pursuant to Article 219 of the TUO LPAG, the reconsideration appeal is filed before the same body that issued the act subject to challenge and must be supported by new evidence. However, in the case of administrative acts issued by bodies that constitute a single instance, new evidence is not required;

III. ON THE ARGUMENTS PRESENTED BY INVESTA SAB

1 "Article 218. Administrative Appeals 218.1 Administrative appeals are: a) Reconsideration appeal b) Appeal Only in the case that a law or legislative decree expressly establishes, the filing of the administrative appeal for review is admissible. 218.2 The term for filing appeals is fifteen (15) peremptory days, and they must be resolved within thirty (30) days."

PERÚ Ministry of Economy and Finance

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12. INVESTA SAB presents its arguments so that the nullity of the RESOLUTION is declared due to contravention of the SANCTIONS REGULATION. In this regard, it refers that in accordance with what is established in Article 6, letter a) fourth paragraph of the SANCTIONS REGULATION,2 which cites, the General Superintendent of Prudential Compliance is obligated to grant the administered parties a period of no less than five (5) days for the presentation of defenses, if during the respective sanctioning procedure other possible infractions are identified. It adds that on November 19, 2021, through Office No. 4568-2021-SMV/10.3 (hereinafter, OFFICE OF CHARGES), charges were formulated against it in the following terms:

"I. OF THE OCCURRED FACT From the verification in the SMV records, it has been observed that its represented party would not have complied with presenting within the deadline established by applicable regulations to brokerage agent societies, the individual financial statements corresponding to the close of the month of August 2019. It should be indicated that the deadline for presenting this information was September 30, 2019, however, it was sent to the RPMV on October 2, 2019, that is, outside the deadline established by the regulations. II. OF THE APPLICABLE NORM From the fact exposed in the preceding section, INVESTA SAB would have failed to comply with what is provided by Article 95° of the RAI, which provides the following: "Article 95.- Obligations Agents must present to the SMV their financial statements and Complementary Information corresponding to each month-end, within thirty (30) calendar days following. (…)". III. INFRACTION COMMITTED BY INVESTA SAB The non-compliance referred to regarding the timely presentation of the aforementioned financial information is typified as a minor infraction, according to what is established in Annex I, numeral 3, item 3.1 of the SANCTIONS REGULATION, according to which it constitutes an infraction: "To present outside the established deadline, or to present it incompletely, or, without observing the technical specifications approved by the SMY or without communicating the approval by the corresponding corporate body, to the SMY, to the Stock Exchange, to the entity in charge of the centralized negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports.". (Emphasis added by INVESTA SAB);

13. In this regard, the brokerage agent society points out that the transcribed paragraphs evidence that it was only notified of the charge regarding the non-compliance with the timely presentation of financial information. To further clarify, it cites considerations 8 and 10 of the RESOLUTION;

2 Article 16.- INSTRUCTIVE PHASE a) The instructive phase begins with the imputation of charges by the General Superintendencies of Compliance, giving start to the administrative sanctioning procedure. (…). The General Superintendencies of Compliance grant the administered parties a period of five (5) to fifteen (15) days for the presentation of defenses, (…). (…) If once the sanctioning procedure has begun, acts or facts that constitute other possible infractions are identified, the General Superintendencies of Compliance must impute the corresponding charges, according to what is established in the preceding paragraph. (…)

PERÚ Ministry of Economy and Finance

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"II. QUESTIONS TO BE DETERMINED 8. In the present administrative procedure, in the opinion of this Adjunct Superintendence, the following must be determined: a. Whether INVESTA SAB incurred or did not incur an infraction by presenting the individual financial statements corresponding to the close of the month of August 2019, subject of the charge, within the deadline established in Article 95° of the RAI b. Whether it corresponds or not to impose a sanction on INVESTA SAB 3.2. Of the formulated charge 10. Through the OFFICE OF CHARGES, a charge was formulated against INVESTA SAB for not communicating, within the deadline established by the regulations, the periodic information indicated in the third consideration of the present resolution;" (Emphasis added by INVESTA SAB);

14. However, according to INVESTA SAB, with considerations 14, 17 and 26 of the RESOLUTION it would be proven that the General Superintendent of Prudential Compliance did not comply with the obligation established by item a) of Article 16 of the SANCTIONS REGULATION, with which the RESOLUTION becomes null, in accordance with what is established in item 1 of Article 10 of the TUO LPAG3:

"14. It must be stated at the beginning of this analysis that INVESTA SAB is a company supervised by the SMV, with an operating authorization granted through CONASEV Resolution No. 243-94-EF/94.10.0 dated May 15, 1994, and has knowledge of the applicable regulations for the presentation of its periodic information, therefore it has the obligation to act diligently in the communication of said information. Notwithstanding, this did not occur, since this lack of diligence led to INVESTA SAB committing a (1) infraction subject of the charge; 17. According to Article 10° of the REGULATION OF THE MVNet SYSTEM AND SMV VIRTUAL, obligated entities must have the minimum technological requirements that make the use of MVNet possible, which will be established and communicated by the Information Technologies Office of the SMV (hereinafter, OTI) through a circular; 26. From what has been stated, it is observed that there was a lack of diligence on the part of INVESTA SAB, since in the procedure for sending its financial information as of August 31, 2019 -and in its capacity as a company supervised by the SMV, it knows that it has the obligation to present within a maximum deadline- it used the test environment informed in the CIRCULAR; (Emphasis added by INVESTA SAB);

15. In this regard, INVESTA SAB alleges that it only learned of the RESOLUTION that it also incurred in an infraction regarding the "duty of diligence" and Article 10 of the "Regulation of the MVNet System and SMV Virtual", which were not timely communicated in compliance with what is established in the fourth paragraph, item a) of the SANCTIONS REGULATION;

16. In its statements, the brokerage agent society argues that what is stated is compatible with the current regulations insofar as it establishes diligence as an obligation and its non-compliance as an infraction. In this sense, it alleges that the obligation to act with diligence, even with care, is provided for in Article 3, referred to as General Conduct Norms, and within said article, in letter b), care and diligence, of the Regulation of Intermediary Agents. Additionally to this, INVESTA SAB indicates that the sanction for acting without observing conduct norms is typified as a serious infraction in Annex I, numeral 2.254 of the SANCTIONS REGULATION;

17. Likewise, the brokerage agent society mentions that the RESOLUTION would reveal a concurrence of infractions, for which the compliance of the infringed item a), fourth paragraph of the SANCTIONS REGULATION5 is mandatory;

18. On the other hand, INVESTA SAB points out that if one takes into account what is established in Article 17, item a) of the SANCTIONS REGULATION6, the non-compliance of the General Superintendent of Prudential Compliance could have been remedied by the Adjunct Superintendent;

19. In this way, the brokerage agent society maintains that with considerations 14, 17 and 26 of the RESOLUTION the nullity of the same has been demonstrated, since the obligation established in item a), fourth paragraph of Article 16 of the SANCTIONS REGULATION was not complied with, insofar as in the imputation of charges, it was not complied with to notify the infraction determined, typified and sanctioned through numeral 2.25 of the SANCTIONS REGULATION; therefore, item 1 of Article 10 of the TUO LPAG applies; since in imputing the charge, the infraction of Article 3°7 of the TUO LPAG was incurred;

20. Additionally, INVESTA SAB considers it necessary to clarify the normative framework of reference regarding the controversy generated between its defenses and the considerations of the RESOLUTION:

"-INVESTA: Presentation of financial information in compliance with the deadline established in Art. 95° of the RAI.

• Adjunct Superintendent of Prudential Supervision (SASP): "submission was made through the 'test' environment, not corresponding to an official submission."

4 "2.25 Not to have, approve, implement, nor comply with or modify without communicating it to the SMV, within the corresponding deadline, the conduct norms, internal conduct norms, or code of conduct, according to the regulations of the matter, or not approve a control procedure for said norms." 5 "TUO of Law 27444 — LAW OF THE GENERAL ADMINISTRATIVE PROCEDURE Article 248.- Principles of the administrative sanctioning power 6. Concurrence of Infractions. - When the same conduct qualifies as more than one infraction, the sanction provided for the most serious infraction will be applied, without prejudice that the other responsibilities established by the laws may be demanded. " 6 "Article 17.- SANCTIONING PHASE e) The sanctioning phase is in charge of the respective Adjunct Superintendent. Upon receiving the instruction report, said official may instruct the supervision specialist or the respective General Superintendent of Compliance to carry out additional actions and/or reports, as well as take, directly, statements from the persons they deem convenient." 7 "Article 3.- Requirements for the validity of administrative acts Requirements for the validity of administrative acts are: (…) 2. Object or content.- Acts must express their respective object, in such a way that their legal effects can be unequivocally determined. Their content will be adjusted to what is provided in the legal order, must be lawful, precise, physically and legally possible, and comprise the issues arising from the motivation. (…) 4. Motivation.- The act must be duly motivated in proportion to the content and in accordance with the legal order. (…)"

PERÚ Ministry of Economy and Finance

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21. The brokerage agent society points out that in principle it must be noted that the compliance with the established deadline is not a matter of controversy, as it was sent on September 268 of 2019. Therefore, the discrepancy is reduced to the path used for compliance, more specifically, to an unauthorized path such as MVNetPrueba@smv.gob.pe;

22. To this effect, INVESTA SAB indicates that the RESOLUTION maintains that said submission was made through the "test" environment:

"25. For the reasons stated, INVESTA SAB cannot allege that it did comply with sending to the SMV the information containing the individual financial statements corresponding to the close of the month of August 2019, on September 26, 2019 [within the deadline required by the RAI], since as mentioned, said submission was made through the "test" environment, not corresponding to an official submission by INVESTA SAB, given that the generated File Number N* 2019027820 was assigned to another user and for which the corresponding log for INVESTA SAB cannot be obtained. (Emphasis added by INVESTA SAB);

23. Likewise, it points out that in the RESOLUTION it adds:

"21. Regarding what was mentioned by INVESTA SAB regarding that on September 26, 2019 it sent the individual financial statements corresponding to the close of the month of August 2019 under File No. 2019027820, it should be noted that they were sent through the test system that was indicated in the CIRCULAR, as verified in the information receipt charge that was generated and that INVESTA SAB attached to its writing, in which the title of the charge "TEST - INFORMATION RECEIPT CHARGE" is observed, as shown below: (Emphasis added by INVESTA SAB);

24. Nevertheless, INVESTA SAB points out that Circular No. 198-2019-SMV/09 (hereinafter, CIRCULAR) shows a data that not only contradicts what is maintained by the Adjunct Superintendence, but would also reduce the efficacy of the argument:

"18. In that sense, the OTI through Circular No.198-2019-SMV/09 (hereinafter, CIRCULAR) notified on July 11, 2017, among others, to INVESTA SAB, informed it textually as follows: "I have the pleasure to address you in order to communicate to you the upcoming launch of the new version of the MVNet System, which incorporates in a general manner the following characteristics, which are described in detail in the attached poster: And  100% compatible to be used with the Google Chrome browser.  New characteristics that provide greater ease of use.  New characteristics that allow better orientation. This new version will be accessible in preliminary test mode, by entering the news of the MVNet System starting Wednesday, July 10 of the present year, and will be available for 6 (six) weeks until August 21. In this regard, it is very important for the SMV to have feedback from the companies that use the system, in order to optimize the digital services it provides. In this sense, we hope you will send us your queries and/or comments to the email address MVNetPruebaEsmv.gob.pe, or by contacting the SMV Service Desk, at any of the following telephone numbers: 426-0909 or 610- 6300 extension 7062 (...)"(Emphasis added by INVESTA SAB);

8 In its appeal INVESTA SAB states that November 26, 2019. However, we understand that it refers to the date of presentation of the information through the MVNet test system on September 26, 2019.

PERÚ Ministry of Economy and Finance

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25. INVESTA SAB points out that the test validity of the new version of the MVNet System was extended until August 21, 2019. Consequently, from August 22, access to the links: news of the MVNet System and MVNetPrueba@smv.gob.pe should have been impossible;

26. Therefore, the brokerage agent society indicates that if, as verified in the RESOLUTION, the aforementioned links ceased to be test paths after August 21, 2019, and their continuity in such condition was not informed through another circular, the use of the same cannot be considered an inadmissible path to remit financial information in cases of emergency, in accordance with the concordance of Articles 28 and 22 of the Regulation of the MVNet System and SMV Virtual, approved by Superintendent Resolution No. 010-2013-SMV-01, (hereinafter, MVNET REGULATION);

27. INVESTA SAB refers that even more so if the receipt charge contains all the data required to consider the submission of the financial information as fulfilled such as: i) that on September 26, ii) The MVNet system has received files, and iii) The si

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