Adjunct Superintendent Resolution on Conduct Supervision No. 074-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 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 SMV No. 074-2025-SMV/11 Lima, November 3, 2025

Subject: To sanction LECHE GLORIA S.A. with one (1) reprimand for having committed one (1) minor infraction typified in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation.

Administered Entity: LECHE GLORIA S.A. Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Subsection 3.1 of section 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2025030056

The Adjunct Superintendent of Market Conduct Supervision (e)

SEEN:

The administrative file No. 2025030056, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against LECHE GLORIA S.A. (hereinafter, the Issuer); as well as Report No. 1255-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC;

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. 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 of administrative file No. 2025030056, in order for it to issue a decision as the sanctioning body of single administrative instance, as appropriate for the type of infractions evaluated in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the SMV established through the Single Consolidated Text of its Organic Law, Law No. 26126 (hereinafter, LOSMV), and the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-11 (hereinafter, TUO LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Regulation of Organization and Functions of the Securities Market Superintendence – 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, whose control of compliance corresponds to said Adjunct Superintendence;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER

2.1. Facts

2. That it was evaluated whether the Issuer complied or not with disclosing to the securities market in a timely manner material events;

2.2. Charge

3. That, as a result of said evaluation, through Letter No. 3756-2025-SMV/11.2 (hereinafter, Charge Letter), a charge was formulated against the Issuer for communicating in an untimely manner the material event referred to in the risk classification report issued by Clasificadora de Riesgo Pacific Credit Rating S.A.C., regarding the Fourth Issuance of the First Corporate Bond Program of Leche Gloria S.A., with a Risk Classification Committee date of October 28, 2024, which should have been communicated as soon as the event occurred or was known; nevertheless, it was communicated on October 31, 2024. (File No. 2024045328);

2.3. Defenses

4. That, through a document presented on July 25, 2025, the Issuer presented its defenses stating, among other things, the following:

"(…) Regarding this, we must indicate that without intention we incurred in the referred omission, carrying out the corresponding remediation spontaneously and voluntarily prior to notification and without any requirement having been made for its compliance. It should be noted that, facing a minor infraction, the impact is null and no concrete economic damages to investors have been evidenced, nor repercussion in the market, since, furthermore, the referred risk classification report was communicated to the general public on the same day of its issuance based on the publication made by Pacific Credit Rating S.A.C. Likewise, we must point out that: (i) we are not repeat offenders in the commission of the same infraction in more than four years; (ii) that there was no intent; (iii) no benefit was obtained from the omission committed; and, (iv) that there is no damage to the public interest."

5. That, through Supreme Decree No. 004-2019-JUS, the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, which contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, subsection 3) of article 248 of the TUO of the LPAG, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The seriousness of the damage to the public interest and/or protected legal good, (d) The economic damage 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 not of intent in the conduct of the infringer;

6. That, the charge, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been submitted to the knowledge of the SASCM;

7. That, in observance of what is provided by subsection 5 of article 255 of the TUO of the LPAG, through Letter No. 5430-2025-SMV/11 of September 23, 2025, the Report was sent to the Issuer so that it could formulate its allegations within the term of five (5) business days. Nevertheless, despite having been validly notified through the MVNet System, in accordance with the MVNet System and SMV Virtual Regulation approved by SMV Resolution No. 004-2024-SMV/01, to date it has not presented its allegations;

III. QUESTIONS TO DETERMINE

8. That, in the present PAS it corresponds to determine the following (i) If the Issuer incurred or not in the infraction indicated in the Charge Letter and Report; (ii) If it corresponds or not to impose a sanction on the Issuer;

IV. ANALYSIS

4.1. Applicable Normativity

9. That, article 30 of the TUO LMV states: "The registration of a certain security 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 material events, including ongoing negotiations, about itself, the security and the offer made thereof, as well as 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." (Underlining added);

10. That, subsection 9.1 of article 9 of the Regulation of Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Material Events), states: "The Issuer must inform its material event as soon as such event occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known (…)". (Underlining added);

11. That, subsection 5.1 of article 5 of the Regulation of Material Events states the following: "In the Annex that forms part of this Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer in the identification, qualification and classification of information that could qualify as a material event." It should be clarified that the reference to Annex corresponds to Annex 1 of said regulation;

12. That, on this particular matter, subsection 22 of Annex 1 of the Regulation of Material Events provides the following: "22. Risk classification reports of the Issuer's securities, as well as their changes, updates or challenges, attaching a copy of the respective classification report.";

13. That, in view of the above, it would have been a failure to comply with what is provided in subsection 9.1 of article 9 of the Regulation of Material Events, which states that "The Issuer must inform its material event as soon as such event occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known (…)";

14. That, for the purpose of determining the possible sanction, this infraction is typified in subsection 3.1 section 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "To present outside the established term, 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 individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports." (Underlining added);

15. That, according to article 35 of the Sanctions Regulation, this infraction is sanctionable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

4.2. Evaluation of the case

16. That, in the administrative file No. 2025030056, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 5390-2024-SMV/11.1 of December 30, 2024 (File No. 2024051935), the General Superintendent of Conduct Supervision (hereinafter, IGSC) – an organ of the SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to issuer companies with securities registered in the Public Registry of the Securities Market - RPMV, evaluating the indications of possible infractions, and refers, for its consideration, the respective indications of infraction reports, to the IGCC – referred to the IGCC, the result of its evaluation, and specifically what refers to the present case;

17. That, it must be taken into account that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with an indications of infraction report, determine that its pronouncement or opinion on a specific supervision topic – which can even contain a decision, for example, the adoption of corrective measures – is an opinion on the merits of the matter; it must be specified that said opinion and the indications of infraction report of the IGSC are not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation;

18. 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 this Resolution, two (2) other organs or administrative instances of the SMV, functionally independent among themselves and from this Office; first the IGSC which in its opportunity reported the indications of infraction and then the IGCC which, as a result of its evaluation, formulated the Charge Letter 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 charges, 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 charge on untimely communication of material events;

19. That, as previously mentioned, through a document presented on July 25, 2025, the Issuer recognized responsibility in an express and written manner regarding the imputed infraction;

20. That, regarding this, having the Issuer presented its arguments 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 reputed as a condition of mitigating responsibility, so that 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 subsection 1 of literal a) of article 26 of the Sanctions Regulation1, concordant with literal a) of subsection 2 of article 257 of the TUO of the LPAG, which will be considered at the moment of the determination of the sanction;

21. That, regarding this, as verified in the present PAS, the Issuer presented the material event in an untimely manner, and such committed infraction was recognized by the Issuer in its defenses;

22. That, without prejudice to this, it corresponds to point out that the timely communication of material events constitutes an essential element to guarantee the transparency and efficiency of the securities market. The material events communicated in a timely manner allow investors, participants and the market in general to have reliable data for decision making, reducing information asymmetries and strengthening confidence in the integrity of the market;

23. That, the timeliness in the communication of material events contributes to issuers maintaining a relationship of credibility and trust with the investing public, which directly impacts the

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

1. If the recognition of the infraction is presented within the term granted for the presentation of defenses, the reduction amount will be fifty percent (50%). (…) The recognition of responsibility regarding an infraction must be made in a precise, concise, clear, express and unconditional manner, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as a recognition. If defenses are presented, despite having made a recognition of responsibility, it will be understood as a non-recognition, proceeding with the authority to evaluate the defenses".

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 6 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

valuation of its securities and in the perception of risk. A delay in the disclosure of material events could generate uncertainty, volatility and affect the liquidity of the issued instruments;

24. That, from the regulatory perspective, the obligation to communicate material events within the established deadlines seeks to ensure market discipline and investor protection. The compliance with this obligation allows supervision to be more effective and possible contingencies to be detected in time, thus safeguarding the stability of the system;

25. That, 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 applicable sanction according to what is provided by the principle of reasonableness, the defenses, mitigating conditions of responsibility and the sanction criteria;

V. DETERMINATION OF THE SANCTION

26. That, for the purpose of determining the possible sanction, the infraction on untimely communication of material events, it must be pointed out that according to what is provided in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation, it is provided that it constitutes a minor infraction: "To present outside the established term, 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 individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports." (Underlining added);

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

5.1. Sanction Criteria

28. That, having determined the commission of the imputed infraction, it corresponds to evaluate the sanction in accordance with article 25 of the Sanctions Regulation, concordant with subsection 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 sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the seriousness of the damage to the public interest and/or protected legal good and (viii) the existence or not of intent in the conduct of the infringer (hereinafter, Sanction Criteria);

29. That, for the purpose of determining the sanction to be imposed on the Issuer for the non-compliance referred to the untimely communication of material events, it must be taken into account the Criteria applicable to the administrative sanctioning procedure for non-compliance with the norms regulating the submission of periodic or eventual information, the Gradual Sanction Regime for untimely submission of financial information, annual report and material events (hereinafter, Gradual Sanction Regime), approved by SMV Resolution No. 007-2023-SMV/01;

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

31. That, with respect to the seriousness 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 seriousness 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 the transparency of the market, which is considered a protected legal good;

32. That, with respect to sanction antecedents, the Gradual Sanction Regime states that "The resulting amount from the application of the guidelines contemplated in subsection 6.2 can be increased up to five percent (5%) if it is accredited that the infringing subject has sanction antecedents", without making distinction on whether they correspond to different or the same type of infraction. Therefore, in order to determine which is the most beneficial rule, it is considered that the application of the new normativity will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). On this particular matter, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer does not have sanction antecedents, as evaluated in the Report;

33. That, re

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