Adjunct Superintendent Resolution on Conduct Supervision No. 001-2026-SMV/11

PERÚ Ministry of Economy and Finance

SMV Superintendency of the Securities Market "Decade of Equal Opportunities for Women and Men" 1 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Adjunct Superintendent Resolution of the SMV No. 001-2026-SMV/11 Lima, January 16, 2026

Subject: The reconsideration appeal filed by Servicio de Agua Potable y Alcantarillado – SEDAPAL against Adjunct Superintendent Resolution of the SMV No. 081-2025-SMV/11 is declared unfounded.

Administrated Entity: SERVICIO DE AGUA POTABLE Y ALCANTARILLADO – SEDAPAL Subject: Administrative Sanctioning Procedure of a single administrative instance File No.: 2025030177

The Adjunct Superintendent of Market Conduct Supervision

SEEN:

The administrative file No. 2025030177, which contains, among other things, the contentious appeal presented on December 22, 2025, filed by Servicio de Agua Potable y Alcantarillado – SEDAPAL (hereinafter, the Issuer) against Adjunct Superintendent Resolution of the SMV No. 081-2025-SMV/11 of December 1, 2025 (hereinafter, the Challenged Resolution), which resolved to sanction the Issuer with a total fine of 10.59 UIT, equivalent to S/ 54,348.50 (Fifty-Four Thousand Three Hundred Forty-Eight and 50/100 Soles), and Report No. 37-2026-SMV/11.2 (hereinafter, the Report), issued by the General Superintendent of Conduct Compliance (hereinafter, the IGCC) of the Adjunct Superintendent of Market Conduct Supervision (hereinafter, the SASCM)

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. That the administrative file No. 2025030177 contains the documentation and information regarding an administrative sanctioning procedure (hereinafter, PAS), which has been brought to the knowledge of the SASCM in observance of the exercise of the supervision function and the sanctioning power of the Superintendency of the Securities Market – SMV, established through the Unified Concorded Text of its Organic Law, Legislative Decree No. 26126 (hereinafter, Organic Law of the SMV), and the Unified Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, 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 Superintendency of the Securities Market, 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 a single administrative instance for the commission of infractions regarding the timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, as well as to resolve reconsideration appeals filed against the pronouncements it issues in a single administrative instance;

II. FACTS 2. That, through the Challenged Resolution, the SASCM resolved:

"Article 1st.- To declare that Servicio de Agua Potable y Alcantarillado – SEDAPAL has incurred one (1) minor infraction typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the material fact regarding the call for the mandatory annual general meeting of shareholders, scheduled for first and second call on December 1, 2023.

Article 2nd.- To sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a fine of 0.95 UIT, equivalent to S/ 4,702.50 (Four Thousand Seven Hundred Two and 50/100 Soles) pursuant to Article 1st of this Resolution.

Article 3rd.- To declare that Servicio de Agua Potable y Alcantarillado – SEDAPAL has incurred one (1) minor infraction typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the material fact regarding the clarification concerning the statements of Mr. Jorge Gómez Reátegui – who served as president of the board of directors of his represented entity – contained in the note titled 'Jorge Gómez, new president of Sedapal: "The decision has been taken to straighten out the company"', published on January 27, 2024 by the magazine Semana Económica.

Article 4th.- To sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a fine of 2.10 UIT, equivalent to S/ 10,815.00 (Ten Thousand Eight Hundred Fifteen and 00/100 Soles) pursuant to Article 3rd of this Resolution.

Article 5th.- To declare that Servicio de Agua Potable y Alcantarillado – SEDAPAL has incurred one (1) minor infraction typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the material fact regarding the clarification concerning the news published by AP Noticias on January 28, 2024, titled 'Sedapal will support investigation into corruption complaint'.

Article 6th.- To sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a fine of 2.84 UIT, equivalent to S/ 14,626.00 (Fourteen Thousand Six Hundred Twenty-Six and 00/100 Soles) pursuant to Article 5th of this Resolution.

Article 7th.- To declare that Servicio de Agua Potable y Alcantarillado – SEDAPAL has incurred one (1) minor infraction typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the material fact regarding the clarification concerning the news published by AP Noticias on February 1, 2024, titled 'Sedapal: Workers' union denies the board president and assures that there is indeed a privatization plan'.

Article 8th.- To sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a fine of 2.52 UIT, equivalent to S/ 12,978.00 (Twelve Thousand Nine Hundred Seventy-Eight and 00/100 Soles) pursuant to Article 7th of this Resolution.

Article 9th.- To declare that Servicio de Agua Potable y Alcantarillado – SEDAPAL has incurred one (1) minor infraction typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the material fact regarding the appointment of Mr. Santiago Francisco Roca Tavella to the position of director, an event that occurred on May 4, 2024.

Article 10th.- To sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a fine of 2.18 UIT, equivalent to S/ 11,227.00 (Eleven Thousand Two Hundred Twenty-Seven and 00/100 Soles) pursuant to Article 9th of this Resolution.

(…)";

3. That, through a document presented on December 22, 2025, the Issuer filed a reconsideration appeal against the Challenged Resolution;

4. That, through Adjunct Superintendent Resolution of the SMV No. 083-2025-SMV/11 of December 23, 2025, the SASCM classified the present PAS as high complexity, according to numeral 3 of article 1 of SMV Resolution No. 013-2024-SMV/01;

5. That, through Memorandum No. 5597-2025-SMV/11 of December 23, 2025, the Office of the SASCM requested the IGCC to evaluate the contentious appeal presented by the Issuer;

6. That, in accordance with what is detailed in article 11 of the aforementioned Challenged Resolution, given that the present PAS corresponds to a single administrative instance, it must be challenged through the filing of a reconsideration appeal;

7. That, the arguments of the reconsideration appeal filed by the Issuer have been the subject of evaluation in the Report by the IGCC, which has been submitted to the knowledge of the SASCM;

III. MATTERS TO BE DETERMINED 8. That, it corresponds to determine whether or not to reconsider what was resolved in the Challenged Resolution;

IV. ANALYSIS 4.1. OF THE CONTENTIOUS APPEAL

9. That, first of all, it must be specified that PAS related to the timeliness in the presentation of periodic and eventual information correspond to be processed in a single instance, that is, in charge of the SASCM, as indicated in article 43 of the ROF-SMV;

10. That, in accordance with what is provided in articles 218, 219 and 221 of the Unified Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG), the reconsideration appeal must be presented within the term of fifteen (15) days of the challenged administrative act being communicated and must be supported by new evidence except in the case of administrative acts issued by bodies that constitute a single instance. In the present case, it is appreciated that the Challenged Resolution was notified to the Issuer on December 1, 2025 and the appeal was filed on December 22, 2025; that is, within the legal term established;

11. That, it must be indicated that the other requirements for the filing of the reconsideration appeal, established by article 221 concordant with article 124 of the TUO of the LPAG, have been verified and fulfilled; therefore, the evaluation of the present reconsideration appeal proceeds;

1 "Article 43°.- Specific functions of the Adjunct Superintendent of Market Conduct Supervision: (…) 14. Impose sanctions in a single administrative instance for the commission of infractions regarding timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the Adjunct Superintendent of Market Conduct Supervision; (…)".

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

3 "Article 219.- Reconsideration appeal The reconsideration appeal will be filed before the same body that issued the first act that is the subject of the challenge and must be supported by new evidence. In the case of administrative acts issued by bodies that constitute a single instance, new evidence is not required. This appeal is optional and its non-filing does not prevent the exercise of the appeal of appeal."

4 "Article 221.- Requirements of the appeal The appeal document must indicate the act from which the appeal is made and fulfill the other requirements provided in article 124".

5 "Article 124.- Requirements of the documents Any document presented before any entity must contain the following:

1. Full names, address and National Identity Document number or foreigner's ID card of the administrated entity, and if applicable, the quality of representative and of the person represented.
2. The concrete expression of what is requested, the grounds of fact that support it and, when possible, the grounds of law.
3. Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
4. The indication of the body, entity or authority to which it is addressed, understood as such, as far as possible, the authority of the closest degree to the user, according to the hierarchy, with competence to know and resolve it.
5. The address of the place where notifications of the procedure are desired to be received, when it is different from the real address exposed by virtue of numeral 1. This indication of address produces effects from its indication and is presumed subsistent, while its change is not expressly communicated.
6. The relationship of the documents and annexes that accompany it, indicated in the TUPA.
7. The identification of the file of the matter, in the case of already initiated procedures."

4.2. EVALUATION OF THE RECONSIDERATION APPEAL 12. That, next, it proceeds to analyze and evaluate each of the arguments contained in the contentious appeal presented by the Issuer:

4.2.1. ARGUMENT OF THE ISSUER REGARDING CHARGE IMPOSITION No. 1 Regarding the late communication of the material fact referred to the call for the mandatory annual general meeting of shareholders (JOAA), scheduled for first and second call on December 1, 2023, the Issuer maintains that the Challenged Resolution would have made an incorrect valuation of the moment in which the material fact occurred, by not considering its nature as a fully state-owned company and the corporate relationship it maintains with the National Fund for Financing of the State Business Activity – FONAFE as sole shareholder. In this sense, it states that the JOAA was held on December 1, 2023 at 17:00 hours in the offices of FONAFE, so its registration was carried out only the next business day, December 4, 2023 at 08:56 hours, before the start of the stock trading session, a circumstance that, in its opinion, would evidence the timely fulfillment of the information obligation. Under this argument, the Issuer requests that the nullity of the resolution be declared in this regard and the fine of 0.95 UIT imposed be left without effect;

EVALUATION On this matter, it corresponds to point out that, as exposed in the Challenged Resolution, the imputed conduct is not referred to the communication of the agreements adopted in the General Meeting of Shareholders, but to the material fact consisting of the call for the JOAA. It is a distinct and independent information obligation from that referred to the subsequent communication of the agreements adopted in the meeting, each with its own moments and differentiated compliance deadlines according to the Regulation of Material Facts.

In this sense, the obligation to communicate the material fact relative to the call for the JOAA is configured at the moment the competent body adopts the call agreement, regardless of the date, place or modality in which the meeting is subsequently held, as well as the moment when the corresponding minutes are formalized or registered. On the other hand, the obligation to communicate the agreements adopted in the JOOA constitutes a distinct material fact, which arises after the holding of the meeting and is governed by its own rules regarding the timeliness of communication.

Precisely, in considerations 23 to 25 of the Challenged Resolution, this Adjunct Superintendency specified the following:

«23. That, notwithstanding, the charge formulated does not refer to the communication of the agreements of the mentioned meeting, but to the communication of the material fact referred to the call for the Mandatory Annual General Meeting of Shareholders, scheduled for first and second call on December 1, 2023; this call agreement was adopted on December 1, 2023 itself, so the Issuer had to communicate it on that same day, in accordance with what is established in the Regulation of Material Facts.

24. That, with regard to this, from the verification of File No. 2023050368, it is recorded that the communication of the material fact referred to the call was carried out only on December 4, 2023 at 03:26:04 p.m., that is, with three (3) calendar days of delay.

25. That, likewise, in the hypothetical case that the Issuer's argument regarding the communication being carried out on the next business day were admissible, it would also be dismissed, given that the communication of the material fact referred to the call was carried out only on December 4, 2023 at 03:26:04 p.m., when the trading session had already begun. This evidences that the compliance invoked by the Issuer corresponds to a distinct fact (the agreements of the GMA) and not to the material fact imputed (the call)»

From the above it follows that this Adjunct Superintendency had already determined that the communication of the material fact referred to the call was carried out only on December 4, 2023 at 03:26:04 p.m., that is, with three (3) calendar days of delay and, additionally, when the trading session had already begun. Consequently, the communication invoked by the Issuer as timely compliance is referred to a distinct material fact, linked to the holding of the JOAA and its agreements, but not to the call that constitutes the object of the imputed charge.

It is worth specifying, moreover, that the argument now reiterated by the Issuer – relative to the fact that the timeliness of the communication should be evaluated considering its condition as a state-owned company and the dynamics of the corporate relationship with FONAFE – such argumentation was already formulated in the pleadings presented on the occasion of the notification of the Instruction Report and was expressly evaluated and dismissed in the Challenged Resolution (See Considerations 22 to 26). In this sense, the Challenged Resolution did not incur in an incorrect valuation of the facts nor in a lack of motivation, but pronounced itself expressly and in detail on the differentiation between both information obligations and on the timeliness required for each of them.

Therefore, the arguments presented by the Issuer do not disprove the sanction imposed, corresponding to declare unfounded the reconsideration appeal filed by the Issuer in this regard.

4.2.2. ARGUMENT OF THE ISSUER REGARDING CHARGE IMPOSITION No. 2, 3, 4 AND 5 As for the charges impositions No. 2, 3, 4 and 5, the Issuer questions the imposition of fine sanctions and requests their substitution by written reprimands. Regarding this, the Issuer states that the resolution itself recognizes that the impact on market transparency was minimal, that no concrete harm to investors occurred, that there was no recidivism, that no benefit was obtained as a consequence of the infractions and that the existence of intent in their commission was not proven. Nevertheless, it maintains that, despite this, the Sanctions Gradual Regime, approved by SMV Resolution No. 007-2023-SMV/01 (Sanctions Gradual Regime), would have been inappropriately applied, based solely on the alleged existence of sanctioning antecedents.

In particular, the Issuer affirms that this Adjunct Superintendent Resolution of the SMV No. 102-2021-SMV/11, cited as a relevant antecedent in the Challenged Resolution, would not have acquired finality, so it could not be validly considered for the purposes of the evaluation of the criterion provided in numeral 6.1 of article 6 of the Sanctions Gradual Regime. It adds that the only firm antecedent it has corresponds to a minor infraction sanctioned by Adjunct Superintendent Resolution of the SMV No. 112-2021-SMV/11, confirmed by Resolution No. 031-2022-SMV/11, which – according to its claim – should not be considered to discard the imposition of a reprimand in accordance with the aforementioned regime. By virtue of this, it requests that the Challenged Resolution be revoked in this regard and that the variation of the fine sanctions imposed for each of the mentioned infractions be ordered.

EVALUATION Regarding charges impositions No. 2, 3, 4 and 5, the Issuer requests the substitution of the fine sanctions imposed by written reprimands, questioning the analysis of numeral 6.1 of article 6 of the Sanctions Gradual Regime, maintaining that the Challenged Resolution would have inappropriately discarded the application of a reprimand sanction, despite recognizing that the impact on market transparency was minimal and that no concrete harm to investors occurred. Likewise, it maintains that Adjunct Superintendent Resolution of the SMV No. 102-2021-SMV/11, cited as a relevant antecedent, would not have acquired finality, so it could not be validly considered for the purposes of the evaluation of the criterion referred to the previous behavior of the Issuer.

Regarding this, the arguments presented by the Issuer, in order for the fine sanctions imposed for the charges formulated Nos. 2, 3, 4 and 5 to be varied by written reprimands are not acceptable, insofar as numeral 6.1 of article 6 of the Sanctions Gradual

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