Adjunct Superintendent Resolution on Market Conduct Supervision No. 026-2026-SMV/11

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 1 Electronically signed document under 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. 026-2026-SMV/11 Lima, June 25, 2026

Summary: To sanction AENZA S.A.A. with three (03) warnings for having committed three (03) minor infractions typified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation. Administrated Entity: AENZA S.A.A. Subject: Administrative sanctioning procedure of a single administrative instance Main Type: Item 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2026001784 The Adjunct Superintendent of Market Conduct Supervision

SEEN:
The administrative file No. 2026001784, containing the administrative sanctioning procedure initiated by the General Superintendentship of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against AENZA S.A.A. (hereinafter, the Issuer); as well as Report No. 813-2026-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 administrative sanctioning procedures (hereinafter, the PAS) referred to in this case – has brought to the knowledge of the Adjunct Superintendentship of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2026001784, in order for it to issue a decision as the sanctioning body of a single administrative instance, as appropriate for the type of infringement evaluated in the PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the Securities Market Superintendence – 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-1
   1
   (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 a single administrative instance for the commission of infringements whose compliance control corresponds to the aforementioned Adjunct Superintendentship. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
2.1 Facts
2. That it was evaluated whether the Issuer complied or not with timely disclosure to the securities market of the financial statements, annual report and material event;
2.2 Charges
3. That, as a result of said evaluation, through Letter No. 813-2026-SMV/11.2 of March 9, 2026 (hereinafter, Letter of Charges), charges were formulated against the Issuer as follows:
Late submission of material events
Charge No. 01: To communicate late the material event referred to the agreements adopted in the General Shareholders' Meeting held on July 7, 2025, referred to modification of the Social Statute, among other agreements, being that said event should have been communicated on the same day of its adoption and was communicated on July 8, 2025. (File No. 2025029652). Late submission of financial information and annual report Charge No. 02: To present late the Audited Individual Annual Financial Statements and its respective Audit Report of the 2023 exercise, approved on March 27, 2024, which were presented on April 8, 2024. (File No. 2024015466).

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

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 2 Electronically signed document under 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 administrative file No. 2026001784, in order for it to issue a decision as the sanctioning body of a single administrative instance, as appropriate for the type of infringement evaluated in the PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the Securities Market Superintendence – 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-1 1 (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 a single administrative instance for the commission of infringements whose compliance control corresponds to the aforementioned Adjunct Superintendentship. Likewise; the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
2.1 Facts
2. That it was evaluated whether the Issuer complied or not with timely disclosure to the securities market of the financial statements, annual report and material event;
2.2 Charges
3. That, as a result of said evaluation, through Letter No. 813-2026-SMV/11.2 of March 9, 2026 (hereinafter, Letter of Charges), charges were formulated against the Issuer as follows:
Late submission of material events
Charge No. 01: To communicate late the material event referred to the agreements adopted in the General Shareholders' Meeting held on July 7, 2025, referred to modification of the Social Statute, among other agreements, being that said event should have been communicated on the same day of its adoption and was communicated on July 8, 2025. (File No. 2025029652). Late submission of financial information and annual report Charge No. 02: To present late the Audited Individual Annual Financial Statements and its respective Audit Report of the 2023 exercise, approved on March 27, 2024, which were presented on April 8, 2024. (File No. 2024015466).

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

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 3 Electronically signed document under 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 Charge No. 03: To present late the Annual Report of the 2023 exercise, approved on March 27, 2024, which was presented on April 8, 2024. (File No. 2024008903);
2.3 Defenses
4. That, through a document presented on March 23, 2026, the Issuer presented its defenses stating, among others, the following:
Regarding Charge No. 01
(i) The Issuer expressly acknowledges having incurred a delay of one (01) calendar day to communicate the agreements adopted in the General Shareholders' Meeting held on July 7, 2025. (ii) In this sense, it formulates an express and unconditional recognition of responsibility in accordance with item a) of article 26 of the Sanctions Regulation, requesting the application of the corresponding reduction. (iii) Likewise, it maintains that there was no recidivism, concrete economic harm to investors, nor intentionality in the conduct, indicating furthermore that the omission was involuntary and promptly remedied. (iv) Finally, it requests the application of a warning sanction or, subsidiarily, a reduced monetary sanction under criteria of reasonableness and proportionality. Regarding Charges No. 02 and 03 (i) The Issuer maintains that it did present the material event corresponding to the Mandatory Annual Meeting of March 27, 2024, including the approval of the 2023 Annual Financial Statements and the 2023 Annual Report. (ii) It states that the lack of visualization of said information on the SMV website was due to technical problems with the MVNet system, a circumstance that was communicated timely to SMV officials via emails dated March 28 to April 5, 2024. (iii) Likewise, it manifests that on Friday, April 5, 2024 (19:48 hours) SMV officials confirmed that the system no longer presented technical issues, which is why the information was finally published on Monday, April 8, 2024. (iv) Consequently, it maintains that the late publication was due to an extraordinary, unforeseeable and irresistible circumstance outside its sphere of control, so it would not be appropriate to impose a sanction regarding said charges.
5. That, the Unified Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS (hereinafter, TUO of the LPAG), 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, numeral 3) of article 230 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 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) 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 intentionality in the infringer's conduct;
6. That, the charges, 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 numeral 5 of article 235 of the TUO of the LPAG, through Letter No. 2763-2026-SMV/11, the Report was sent to the Issuer, so that it could send its allegations within a period of five (05) business days of notification; the same which have been presented and will be evaluated in this Resolution;
8. That, the Issuer through a document of June 19, 2026 formulated its allegations on the Report, stating summarily the following:
Regarding Charge No. 01
(i) The Issuer reiterates what was indicated in its defenses in the sense that according to item a) of article 26 of the Sanctions Regulation, it declares voluntarily, and expressly, that it recognizes the commission of the infringement imputed by the First Charge. Said recognition is made in a precise, concise, clear, express and unconditional manner. (ii) Likewise, the Issuer refers to each of the Sanction Criteria that have been evaluated in the Report in order to express that from its application a less severe sanction should be imposed for its conduct in the present charge. (iii) Finally, the Issuer requests that a warning sanction be applied or, if the case arises, a monetary sanction that is lower than the base amount of the fine according to the Graduation Regime; all this without prejudice to the 50% reduction determined by the recognition of the infringement, as provided in article 26 of the Sanctions Regulation. Regarding Charges No. 02 and 03 (i) The Issuer reiterates its arguments exposed in its defenses regarding that there were failures in the MVNET System and that since there is a proven case of fortuitous event or force majeure, it constitutes a condition exempting responsibility. (ii) In that framework, the Issuer requests that the present PAS be archived without a sanction being applicable against it.
III. QUESTIONS TO DETERMINE
9. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infringements indicated in the Letter of Charges and Report; (ii) If it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 5 Electronically signed document under 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 ON THE COMMUNICATION OF THE MATERIAL EVENT
10. That, article 30 of the TUO of the LMV, indicates the following:
"Article 30.- Material Events
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 the material events, including ongoing negotiations, about itself, the security and the offer made thereof, as well as to disseminate such events in a truthful, sufficient and timely manner. The information must be provided to said institutions and disseminated as soon as the event occurs or the issuer takes knowledge of it, as the case may be". (Underline added);
11. That, numeral 9.1 of article 9 of the Regulation of Material Events, indicates 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 (…)";
12. That, it is appropriate to indicate that numeral 5.1 of article 5 of the Regulation of Material Events indicates the following:
"5.1. 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 the information that could qualify as a material event (…). Any reference to Annex in this article shall be understood as referring to Annex 1.";
13. That, numeral 1 of Annex 1 that forms part of the Regulation of Material Events, indicates that it constitutes a material event:
" 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 the case may be, as well as the agreements that are adopted in them." (Underline added); ON THE SUBMISSION OF FINANCIAL INFORMATION
14. That, article 31 of the TUO of the LMV indicates that:
"What is provided in the previous article does not relieve the issuer of the timely delivery to the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct of the centralized trading mechanism, of the information that one or the other requires from it and, necessarily, the one indicated next:
a) Its financial statements and indicators, with the minimum information that the SMV generally indicates, with a periodicity not greater than quarterly; and, b) Its annual report (…)". (Underline added);
15. That, article 13 of the Standards on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report, approved by SMV Resolution No. 013-2023SMV/01, effective from December 11, 2023 (hereinafter, Standards on Preparation, Presentation and Dissemination of FS), establishes that issuers with securities registered in the Public Registry of the Securities Market - RPMV must present their audited individual annual financial statements with their corresponding audit report on the day they were approved by the corresponding body.;
16. That, article 20 of the Standards on Preparation, Presentation and Dissemination of FS, establishes that the annual report must be presented on the day it was approved by the corresponding body.
17. That, numeral 5.2.4 of article 5 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, approved by SMV Resolution No. 031-2012-SMV/01, establishes:
"5.2 Issuers of national securities included in numeral 2.18 of article 2° of this Regulation that are subject to registration in the Registry and in the RVB, are obligated to comply with all national securities market legislation referred to the presentation and dissemination of information and other established requirements. In case that the issuer is included in any of the situations indicated below, they must keep in mind the following considerations:
(…);
5.2.4 Issuers of national securities registered in the Registry and the RVB, whose securities have been registered simultaneously or subsequently in some Stock Exchange or Organized Market abroad included in Section I of Annex 15, including ADS, ADR or other similar, different from those referred to in item 5.2.3. With respect to the regime of presentation and dissemination of information they must take into consideration:
a) That the deadline for the presentation of their separate financial statements will be the same as the deadline for the consolidated financial statements established by national regulations; b) The annual report, or its equivalent, must be sent together with the individual or separate financial statements, the applicable deadline for its presentation and dissemination being the deadline corresponding to the consolidated annual financial statements." (Underline added);
18. That, according to what is stated, the Issuer would have incurred three (03) infringements that are typified in numeral 3.1 of item 3 of Annex I of the Sanctions Regulation, which indicates that it constitutes a minor infringement:
"To present outside the established deadline, 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." (Underline added);
19. That, according to article 35 of the Sanctions Regulation, minor infringements are sanctionable with a warning or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 7 Electronically signed document under 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
4.2 Evaluation of the case
20. That, in administrative file No. 2026001784, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2171-2024-SMV/11.1 of May 30, 2024 (File No. 2024023661) and Memorandum No. 4484-2025-SMV/11.1 of October 24, 2025 (File No. 2025046284), the General Superintendentship of Conduct Supervision (hereinafter, IGSC) – an organ of the Securities Market Superintendence – SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to issuer companies with securities registered in RPMV, evaluating the indications of possible infringements, and sends, for its consideration, the respective indications of infringement reports, to the IGCC – the result of its evaluation, and specifically what is referred to in the present case;
21. 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 indications of infringement report, determine that its pronouncement or opinion on a specific supervision topic2 – which even may contain a decision, for example, the adoption of corrective measures – be an opinion on the merits of the matter; it must be specified that said opinion and the indications of infringement report of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation3
;
22. 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 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 Letter of Charges 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 a single administrative instance for the imputed charge;
23. That, as previously mentioned, through a document of March 23, 2026, the Issuer presented its defenses regarding the charges formulated against it, so that next it proceeds to evaluate it:
Regarding Charge No. 01
(i) From the review of the file it is adviced that the Issuer expressly recognizes the commission of the infringement imputed under Charge No. 01, referred to the communication

2 In article 228-G of the TUO of the LPAG it is indicated as forms or modes in which the inspection activity could conclude the following: 1) Certificate of conformity of the activity developed by the administrated; 2) Recommendation of improvements or corrections of the activity developed by the administrated; 3) The warning of the existence of non-compliances not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the initiation of a procedure in order to determine the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws. 3 «Article 9.- Preliminary investigations 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 Superintendentships of Compliance,

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 8 Document electronically signed digitally under 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 extemporaneous nature of the material fact referred to the agreements adopted at the General Shareholders' Meeting held on July 7, 2025. (ii) Indeed, the material fact referred to the agreements adopted at the General Shareholders' Meeting held on July 7, 2025, was communicated on July 8 of 2025, even though it should have been disseminated on the same day of adoption of the agreements, as provided in Article 30 of the TUO of the LMV and paragraph
9.1 of Article 9 of the Regulation of Material Facts. Consequently,
it corresponds to determine the sanction having established the administrative responsibility of the Issuer with respect to Charge No. 01.
(iii) However, it corresponds to consider as a mitigating circumstance the express recognition of responsibility formulated by the Issuer within the term granted for the presentation of defenses, pursuant to paragraph a) of Article 26 of the Sanctions Regulation. Regarding Charges No. 02 and 03 (i) The Issuer maintains that the late submission of the 2023 Audited Individual Annual Financial Statements and the 2023 Annual Report was due to technical problems with the MVNet system, a circumstance that —in its view— would constitute an extraordinary, unforeseeable and irresistible event that would justify the application of an exemption from liability. (ii) Regarding this, from the review of the documentation presented by the Issuer, it is observed as follows:

• By email dated March 28, 2024, Mr. Enrique
  Silgado Venegas communicated to the SMV official that after holding the Mandatory Annual Meeting of March 27, 2024, the Issuer entered the MVNet system to carry out the structured material fact referred to the approval of the annual financial information; however, upon checking the section of financial information on the SMV website, only the consolidated financial information appeared and not the individual. Likewise, he indicated that they had tried “in various ways” to reload the approved information, but that the system showed an “operational error”.
• Subsequently, by email dated April 01, 2024, SMV
  Customer Service: atencionSMV@smv.gob.pe communicated to the Issuer that it should re-attach the corresponding XBRL file. In response, the Issuer submitted the XBRL file again and stated that the system continued to generate error messages, even when they tried to manually upload the financial information and other required documents. Likewise, they requested the holding of a videoconference to verify the problem online and explore alternatives for uploading information.
• Likewise, by emails dated April 01 and 02, 2024,
  SMV Customer Service provided various technical instructions related to the uploading of files and the correct use of the submission form, precising that only certain files should be attached and that the form required marking specific options for the partial submission of information. (iii) However, from the comprehensive review of the chain of emails presented by the Issuer itself, from the Report it is observed that there is no objective evidence that allows

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 9 Document electronically signed digitally under 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 conclude that the MVNet system presented a generalized failure or unavailability attributable to the SMV. Indeed, by email dated April 05, 2024, SMV Customer Service explicitly stated that “we are not presenting problems with access to the MVNET system”, indicating additionally that they should verify aspects linked to the user's technical environment, such as antivirus, VPN, firewall, digital certificates, token drivers, micro services installed and browser configurations. (iv) Likewise, by email of the same date April 05, 2024, Customer Service explicitly indicated that, “according to the MVNet Log, this block of files was deleted by a user of your represented entity”, specifying additionally that the procedure for sending financial information “is the usual one of all years” and “has not undergone modification”. Additionally, it is observed that SMV Customer Service itself informed the Issuer that the file blocks related to the Audited Individual Annual Financial Statements had been recovered, requiring only that the Issuer access the “Sign and send” option, review the information and complete the corresponding procedure. (v) On the other hand, by email dated April 08, 2024, Mr. Enrique Silgado Venegas indicated to representatives of the BVL that “on Friday at the end of the day we were informed that they enabled the web for us to upload information”, also stating that the financial information “was approved timely” and that it was already incorporated into the material fact related to the call to Mandatory Annual Meeting. However, this statement is not sufficient to prove the existence of a systemic failure attributable to the SMV, since the emails sent by Customer Service do not recognize a technical problem with the MVNet system, but rather, on the contrary, attribute the reported incidents to configurations or operational validations related to the technical environment used by the Issuer. In this sense, the evidentiary elements presented do not allow proving the configuration of a case of fortuitous event or force majeure that exempts the Issuer from liability, under the terms provided in paragraph a) of Article 27 of the Sanctions Regulation4 and Article 236-A of the TUO of the LPAG 5 . Indeed, it has not been credibly proven that the Issuer was objectively unable to timely comply with the submission of the 2023 Audited Individual Annual Financial Statements and the 2023 Annual Report , nor that the lateness was due exclusively to a failure attributable to the MVNet platform administered by the SMV.

4
“Article 27.- EXEMPTIONS FROM LIABILITY FOR OFFENSES The following constitute conditions exempting liability for offenses:
a) Fortuitous event, force majeure or another exceptional situation that, in the opinion of the SMV, would be equivalent to fortuitous event or force duly proven.
(…)”
5
“Article 236-A.- Exemptions and mitigations of liability for offenses 1.- The following constitute conditions exempting liability for offenses:
a) Fortuitous event or force duly proven.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 10 Document electronically signed digitally under 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 However, it is taken into consideration that the Issuer has deployed certain actions aimed at regularizing the situation observed, maintaining communications with SMV officials and carrying out technical coordination aimed at solving the reported inconveniences. (vi) Consequently, although it does not correspond to accept the exemption from liability invoked by the Issuer with respect to Charges No. 02 and 03, the actions deployed to remedy the situation may be considered as circumstances of the offense at the time of determining the applicable sanction;
24. That, regarding the allegations presented on June 19
of 2026 by the Issuer, it is necessary to point out the following:
(i) With respect to what was reiterated by the Issuer in its defenses regarding the recognition of the offense corresponding to Charge No. 1, this argument has been validated and will be considered at the time of grading the sanction to be imposed. (ii) Likewise, regarding the Sanction Criteria that must be applied, they will be analyzed in the corresponding part on the Determination of the corresponding sanction in this Resolution. (iii) Finally, regarding the allegations corresponding to Charges No. 02 and 03, the evaluation carried out in the analysis of the defenses is reiterated in the sense that no fortuitous event or force majeure has been proven;
25. That, consequently, the conduct
constitutive of the offenses subject to the Notice of Charges is proven and the administrative responsibility of the Issuer is determined, for which reason, it corresponds to analyze the sanction proposal in accordance with the principle of reasonableness, the defenses and the Sanction Criteria, which will be evaluated in the section on determination of the sanction of this Resolution;
V. DETERMINATION OF THE SANCTION
26. That, for the purpose of determining the possible sanction, the
offense regarding late communication of material facts, it must be stated that according to what is provided in paragraph 3.1 of paragraph 3 of Annex I of the Sanctions Regulation, it states that it constitutes a minor offense: “To submit outside the established deadline, or to do so incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corporate body corresponding, to the SMV, 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 facts and, annual reports.” (Highlight and underline added);
27. That, according to what is established in Article 35
of the Sanctions Regulation, it corresponds that these offenses be sanctioned with a reprimand or 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

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 11 Document electronically signed digitally under 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 offense imputed, it corresponds to evaluate the sanction in accordance with Article 25 of the Sanctions Regulation, concordant with paragraph 3) of Article 230 of the TUO of the LPAG) and Article 344 of the TUO of the LMV, which develop the criteria for sanction graduation: (i) the issuer's sanction history, (ii) recidivism, (iii) the circumstances of the commission of the offense, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the offense, (vi) the probability of detection of the offense, (vii) the severity 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 offender;
29. That, for the purpose of determining the sanction to be imposed
on the Issuer for the non-compliance referred to the late communication of material facts, the Gradual Sanction Regime for late submission of financial information, annual report and material facts must be taken into account (in the future, 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 severity of the damage to the public
interest and/or protected legal good, it must be indicated that the timely submission 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 severity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the deadline limits on the part of the issuers affects the transparency of the market, which is considered a protected legal good;
32. That, with respect to sanction history, paragraph a) of Article 25 of the Sanctions Regulation states that the offender's history consists of final sanctions imposed by the SMV within four (04) years
prior to the moment of the commission of the offense to be sanctioned. Likewise, the commission of the same offense in the year prior to the offense to be sanctioned is not considered history. On the other hand, the Gradual Sanction Regime states 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 history”, without making distinction as to whether they correspond to different or the same type of offense. On this particular point, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer has sanction history, as detailed in the Report;
33. That, with respect to recidivism for the commission of
the same offense, paragraph b) of Article 25 of the Sanctions Regulation states that to determine recidivism for the commission of the same offense, it takes into account that final sanction imposed by the SMV within the term of one (01) year prior to the commission of the offense to be sanctioned. On the other hand, the Gradual Sanction Regime establishes in paragraph 5.2 that “It is considered that there is recidivism if, during the year prior to the commission of the offense to be sanctioned, one has been sanctioned for an offense of the same nature as the one intended to be sanctioned, provided that such sanction has become final during said term”, likewise, for the purpose of determining recidivism as an aggravating factor, a quantum of up to 10% has been established that would be added to the proposed fine, if it is verified that the offender is a recidivist. Regarding this, it has been verified that the Issuer is not recidivist, as detailed in the Report;
34. That, as for the circumstances of the
commission of the offense, it must be stated that, from the verification of the information disseminated by the Issuer on the Institutional Page of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation, it is observed as follows:

• The Issuer communicated late the material fact referred to
  the agreements adopted at the General Shareholders' Meeting held on July 7 of 2025, referred to modification of Bylaws, among other agreements, being that this material fact should have been communicated on the same day of its adoption and was communicated on July 8, 2025, that is, the material fact was communicated with a (01) calendar day delay.
• The Issuer presented late the 2023 Audited Individual Annual Financial Statements
  and its respective Audit Report, approved on March 27, 2024, which were presented on April 08 of 2024, that is, it was presented with twelve (12) calendar days of delay.
• The Issuer presented late the 2023 Annual Report,
  approved on March 27, 2024, which was presented on April 08, 2024, that is, it was presented with twelve (12) calendar days of delay.
  It should be noted that, with respect to Charges No. 02 and No. 03, it is observed that the Issuer deployed actions aimed at regularizing the publication of financial information and annual report, in addition to maintaining coordination with SMV officials to address the reported technical incidents;

35. That, with respect to the economic damage caused
    and its repercussion in the market, we must state that it has not been evidenced that the non-compliance produced a quantifiable damage, understood as an economic damage caused to one or several investors;
36. That, with respect to the illicit benefit resulting from
    the commission of the offense, it must be stated that there are not sufficient elements to indicate that the Issuer, as a consequence of the offenses committed, has obtained or generated an illicit benefit;
37. That, with respect to the probability of detection of
    the offense, it must be stated that the failure to timely submit periodic or eventual information; is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;
38. That, with respect to the existence or not of
    intent in the conduct of the offender, it can be stated that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the offenses, so this criterion would not have been configured. However, it is necessary to indicate that despite there being no indications to state that the Issuer acted with intent, it can be affirmed that the Issuer's conduct was negligent, as it did not act with the diligence required given obligations already known by the Issuer; Regarding the application of a reprimand sanction
39. That, with respect to the communication of material

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 13 Electronically signed document under 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 importance and presentation of financial information, paragraph 6.1 of the Gradual Sanctions Regime states that a reprimand sanction may be applied when the following occur simultaneously: (i) When the impact on market transparency is minimal; (ii) The committed infraction has not caused concrete harm to investors or associates; (iii) The infringing party has no prior record or, if it does, they refer to sanctions for minor infractions imposed by the SMV that became final within the four (4) years prior to the commission of the infraction being evaluated; (iv) The infringing party is not a recidivist; (v) The infringer has not obtained benefits from their administrative infraction; and, (vi) It has not been proven that the infringer acted with intent in the commission of the infraction;
40. That, as detailed in the evaluation of the Sanction Criteria, it is noted that in the present PAS that: (i) The impact on market transparency was minimal; (ii) The infractions committed have not caused concrete harm to investors or associates, since no type of complaint or receipt of evidence regarding this has been registered; (iii) The Issuer has a record of infractions corresponding to minor infractions imposed and is not a recidivist; (iv) The infringing party has not obtained a benefit from their illegal conduct; and, (v) It has not been proven that the infringer acted with intent in the commission of the infraction;
41. That, therefore, having concurrently met what is stated in paragraph 6.1 of the Gradual Sanctions Regime and the evaluation of the Sanction Criteria by this SASCM, it corresponds to impose on the Issuer as a sanction three (03) reprimands, one (01) for each non-compliance accredited in Charges No. 01, No. 02 and No. 03;
On the Recognition of Responsibility
42. That, the Issuer through a written defense recognized responsibility expressly regarding Charge No. 01 formulated in the present PAS. However, in accordance with the Sanction Criteria stated previously, it corresponds to apply the reprimand sanction regarding the infractions subject of the present procedure; therefore, as no fine sanction is determined, it lacks object to apply the fifty percent (50%) discount established in paragraph 1 of letter a) of article 26 of the Sanctions Regulation, which regulates the recognition of responsibility as a mitigating circumstance of sanction, therefore it corresponds to impose as a final sanction one (01) reprimand corresponding to charge No. 01, and;
Being subject to what is provided in paragraphs 14 and 36 of article 43 of the Regulation of Organization and Functions of the Superintendencia del Mercado de Valores – SMV, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1º.- Declare that Aenza S.A.A. has incurred three (03) infractions of a minor nature typified in paragraph 3, clause 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 0352018-SMV/01, for having communicated out of the established deadline the (i) the material fact referred to the agreements adopted in the General Shareholders' Meeting held on July 7, 2025, (ii) the Individual Audited Annual Financial Statements and its respective Audit Report for the 2023 exercise; and (iii) the Annual Report for the 2023 exercise.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” “Año de la Esperanza y el Fortalecimiento de la Democracia” 14 Electronically signed document under 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
Article 2º.- Sanction Aenza S.A.A. with three (03) reprimands for what is provided in Article 1° of this Resolution.
Article 3º.- This Resolution does not exhaust the administrative route, this being able to be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration appeal, administrative recourse recognized in article 207 of the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS, within the term of fifteen (15) business days counted from the day following its notification, as it is a procedure of a single administrative instance.
Article 4º.- In case this Resolution is not subject to challenge, it must be published on the “SMV Institutional Page on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided in paragraph 1 of article 7 of the “Policy on dissemination of normative projects, norms of general character, early agenda 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 5º.- Transcribe this Resolution to Aenza S.A.A.
Register, communicate and publish.
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision