Adjunct Superintendent Resolution on Market Conduct Supervision No. 043-2025-SMV/11

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. 2025012262 with the aim that it issues a decision as the sanctioning body of single administrative instance, according to 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 of the sanctioning power of the SMV established through the Unified Concordant Text of its Organic Law, Law No. 26126 (hereinafter, LOSMV), and the Unified Text of the Securities Market Law, Legislative Decree No. 861,

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 authorship approved by Supreme Decree No. 020-2023-EF-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 Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in single administrative instance for the commission of infractions whose compliance control corresponds to the aforementioned Adjunct Superintendence. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the altered situation by the commission of the infractions;
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 periodic and eventual information;
2.2 Charges
3. That, as a result of said evaluation,
through Letter No. 1657-2025-SMV/11.2 of April 7, 2025 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer:
MATERIAL FACT
Charge 1
Communicate late the material fact referred to the approval of the consolidated interim financial statements as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13, 2024, which should have been communicated on the same day; however, it was communicated on December 11, 2024 (File No. 2024050806). FINANCIAL INFORMATION Charge 2 Present late the consolidated interim financial statements as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13, 2024, which should have been presented on the same day; however, they were presented on December 11, 2024 (File No. 2024050807).
2.3 Defenses
4. That, through a document presented on April 23,
2025, the Issuer presented its defenses regarding the imputations formulated against it in the present file, stating the following:
“(...)
We recognize and accept our responsibility regarding the charges imputed to us through the referenced Letter. (...) In view of the admission of infringement made by PALO ALTO in Point I of the present document, and under the authority of what is established by numeral 1 of letter a) of

1 Through 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
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 authorship Art. 26 of the Sanctions Regulation1, approved by SMV Resolution No. 035-2018- SMV-01, we request that the amount of the fine imposed by the corresponding body of the SMV be reduced by fifty percent (50%).
5. That, through Supreme Decree No. 004-2019-
JUS, the Unified Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, which contains common norms 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 248 of the TUO of the LPAG, sets forth the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) Recidivism, for the commission of the same infraction within a period of one (1) year from when the resolution sanctioning the first infraction became final, (f) The circumstances of the commission of the infraction, and (g) The existence or not of intent in the conduct of the infringer;
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 255 of the TUO of the LPAG, through Letter No. 3233-2025-SMV/11 of
June 9, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) business days; however, despite being legally notified via the MVNet System in accordance with the MVNet Regulation, to date, they have not been presented;
III. QUESTIONS TO DETERMINE
8. That, in the present PAS it corresponds to determine
the following:
(i) Whether the Issuer incurred or not in the infractions indicated in the Letter of Charges and Report; (ii) Whether it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
9. That, regarding the communication of material facts, article 30 of the TUO of the 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 facts, including ongoing negotiations, about itself, the security and the offer made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be.” (Underlining added);
10. That, numeral 5.1 of article 5 of the Regulation on Material Facts states the following: “In the Annex that forms part of the
present Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer's identification, qualification and classification of the information that could qualify as a material fact.” It should be clarified that the reference to Annex corresponds to Annex 1 of the aforementioned

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 authorship regulation;
11. That, on this particular matter, numeral 10 of Annex 1
of the Regulation on Material Facts, provides the following:
“10. Approval and presentation of financial information, annual report, as well as their respective modifications or corrections. The respective financial information and annual report must be attached, as the case may be.” (Underlining added);
12. That, numeral 9.1 of article 9 of the Regulation on Material Facts and Confidential Information, approved by SMV Resolution
No. 005-2014-SMV/01 (Regulation on Material Facts), states: “The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (...).” (Underlining added);
13. That, on the other hand, the obligation to present
financial information is provided for in article 31 of the TUO of the LMV, states: “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 and, necessarily, the one indicated below:
a) Its financial statements and indicators, with the minimum information generally indicated by the SMV, with a periodicity not greater than quarterly; and, (...)” (Underlining added);
14. That, regarding the deadline for the approval and
presentation of Consolidated Interim Financial Statements for the third quarter (with a closing date of September 30), articles 16 and 17 of the Standards on Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV, approved by Superintendent Resolution No. 013-2023-SMV/01 (hereinafter, Standards on Preparation, Presentation and Dissemination of FS), establish that issuers with securities registered in the RPMV are obligated to present the consolidated interim financial statements, being required to present such financial information on the day it has been approved by the corresponding body, and in no case later than the day on which this has occurred, the deadline for its approval and respective presentation being November 15 of each year;
15. That, these infractions are typified as minor infractions in item 3.1 of numeral 3 of Annex I of the
Sanctions Regulation, which establishes as an infraction: “Present outside the established deadline, or present it 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 facts and, annual reports.” (Highlighting added);
16. That, according to article 35 of the Sanctions Regulation, such infractions are sanctionable with a reprimand or fine not less than one (01) UIT and up to twenty-five (25) UIT;
4.2 Case Evaluation

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 authorship
17. That, in file No. 2025012262, which
contains the documentation of the present PAS, it is appreciated that through Memorandum No. 5360-2024-SMV/11.1 of December 30, 2024 (File No. 2024051950), the General Superintendent of Conduct Supervision (hereinafter, IGSC) – body of the SMV that has within its functions and powers, the supervision of the compliance of the norms applicable to issuing companies with securities registered in the Public Registry of the Securities Market - RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the reports of indications of infringement respective, to the IGCC – sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
18. That, it must be kept in mind that the
procedures and legal forms with which the IGSC conducts its activity of inspection and/or supervision and upon concluding it with a report of indications of infringement, determine that its pronouncement or opinion on a specific topic of supervision – which can even 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 report of indications of infringement of the IGSC is not binding for the IGCC, as established in the second paragraph of
article 9 of the Sanctions Regulation 23;
19. 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 the present resolution, two (2) other bodies or administrative instances of the SMV, functionally independent from each other and from this Office; first the IGSC which at its time reported the indications of infringement and then the IGCC which, 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 pronouncement containing its decision regarding the mentioned charges, being precise to indicate that by the nature of the same, as has been indicated previously, it will be a decision of single administrative instance for the charges imputed;
20. That, as previously mentioned,
through a document of April 23, 2025, the Issuer presented its defenses regarding the charges formulated against it, stating that it recognized the infractions imputed and requested that the amount of the fine imposed by the corresponding body of the SMV be reduced by fifty percent (50%);
21. That, regarding this, having the Issuer presented
its defenses within the period granted for the presentation of defenses,

2 In article 245 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 administered entity; 2) Recommendation of improvements or corrections of the activity developed by the administered entity; 3) The warning of the existence of non-compliance not susceptible of meriting the determination of administrative responsibilities
4) The recommendation to initiate a procedure with the aim of determining the administrative responsibilities
that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws. 3 «Article 9.- Preliminary inquiries as a consequence of supervision actions (...) When said bodies conclude that there are sufficient indications of possible administrative infractions they send the corresponding reports to the General Superintendencies of Compliance, which determine if it corresponds to initiate or not an administrative sanctioning procedure. If the case arises, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financial Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendent of Investigation and Innovation, a dependency that in case of having sufficient indications of possible administrative infractions determines if it corresponds to initiate or not an administrative sanctioning procedure. (...).»

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 authorship corresponds to indicate that the voluntary declaration of recognition of the infringement 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 period granted for presenting defenses, according to numeral 1 of letter a) of article 26 of the Sanctions Regulation, concordant with letter a) of numeral 2 of article 257 of the TUO of the LPAG, which will be considered at the moment of the determination of the sanction;
22. That, consequently, the conduct
constitutive of the two (2) infractions subject to charges is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the sanction proposal in attention to what is provided by the principle of reasonableness, the defenses and the sanction criteria, which will be evaluated in the subsection of determination of the sanction;
V. DETERMINATION OF THE SANCTION
23. That, having determined the existence of
administrative responsibility by the Issuer, for the commission of two (2) infractions typified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, states that they constitute minor infractions:
“Present outside the established deadline, or present it 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 facts and, annual reports.” (Underlining added);
24. That, according to what is established in article
35 of the Sanctions Regulation, it corresponds that these infractions 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
25. That, having determined the commission of the
infractions imputed, it corresponds to evaluate the sanction in accordance with the
article 25 of the Sanctions Regulation, concordant with numeral 3) of article
248 of the TUO of the LPAG and article 344 of the TUO of the LMV, which develop the criteria of graduation of sanction: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic harm 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 gravity 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;
26. That, for the purposes of determining the sanction to
be imposed on the Issuer for the non-compliance referred to the late communication of material fact and the late presentation of financial information, it must be taken into account the Regime of Gradual Sanctions for late presentation of financial information, annual report and material facts (hereinafter, Regime of Gradual Sanctions), approved by SMV Resolution No. 007-2023-SMV/01;

That, in application of the aforementioned norms,
proceeds to evaluate the following:
That, with respect to the gravity of the damage to
the public interest and/or the protected legal interest, it must be indicated that the timely submission of periodic or occasional 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 gravity of damage to the public interest is evidenced, the non-compliance with the obligation to inform the market within the deadline limits by the issuers affects the transparency of the market, which is considered a protected legal interest;
That, with respect to the sanctioning antecedents, the
Gradual Sanctions Regime states that "The resulting amount from the application of the guidelines contemplated in numeral 6.2 may be increased up to five percent (5%) if it is proven that the infringing subject has sanctioning antecedents", without making distinction as to whether they correspond to a different or the same type of infraction. On this matter, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer has sanctioning antecedents, as detailed in the Report;
That, with respect to recidivism for the commission
of the same infraction, the Gradual Sanctions Regime states that:
"The resulting amount from the application of the guidelines contemplated in numeral 6.2 may be increased (...) up to ten percent (10%) if it is verified that the infringing subject is a recidivist"; in this sense, it is considered that it will be increased by five percent (5%) when the Issuer has one (1) sanctioning resolution granting recidivism or ten percent (10%) when it has two (2) or more sanctioning resolutions granting recidivism. Regarding this, it has been verified that there is no recidivism on the part of the Issuer, according to what was evaluated in the Report;
That, as for the circumstances of the
commission of the infraction, it must be noted that, from the verification of the information disseminated by the issuers on the SMV Institutional Page, the following is observed:

The late communication of the material event referred to the
approval of the consolidated interim financial statements as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13 2024, which should have been communicated on the same day; however, it was communicated on December 11, 2024 (that is, with twenty-eight (28) days of delay).
The late submission of the consolidated interim financial statements
as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13, 2024, which should have been submitted on the same day; however, they were submitted on December 11 2024 (that is, with twenty-eight (28) days of delay).

That, with regard to the economic damage
caused and its repercussion on the market, we must point out that there is indeed a damage that affects the market because by not disseminating relevant information such as material events and financial information in a timely manner, an effect on the transparency of the securities market is produced, which is

That, with respect to the illicit benefit resulting from
the commission of the infraction, it must be noted that there are no elements sufficient to indicate that the Issuer, as a consequence of the infractions committed, has obtained or generated an illicit benefit;
That, with regard to the probability of detection
of the infraction, it must be noted that the failure to submit periodic or occasional information in a timely manner; is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;
That, with respect to the existence or not of
intent in the conduct of the infringer, it can be noted that there are no elements sufficient to indicate that the Issuer acted with intent in the commission of the infractions, so this criterion would not have been configured. However, it is necessary to indicate that despite there being no indications to suggest 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;
That, in that sense, from the evaluation of the
Sanctioning Criteria and the analysis carried out by this Adjunct Superintendency corresponds to impose a fine of 9.68 UIT equivalent to S/ 49,862.30 (Forty-Nine Thousand Eight Hundred Sixty-Two and 30/100 Soles) 4, according to the following detail:

(i) Fine of 4.84 UIT equivalent to S/ 24,931.15 (Twenty-Four Thousand Nine Hundred Thirty-One and 15/100 Soles) for the late communication as a material event of the approval of the consolidated interim financial statements as of September 30, 2024.

(ii) Fine of 4.84 UIT equivalent to S/ 24,931.15 (Twenty-Four Thousand Nine Hundred Thirty-One and 15/100 Soles) for the late submission of the consolidated interim financial statements as of September 30, 2024.

Regarding the application of the mitigating condition of responsibility for infractions

That, as has been stated, the Issuer
manifested in its defenses that it assumed its responsibility in an express and written manner; therefore, in application of the reduction of fifty percent (50%), by virtue of the acknowledgment of responsibility within the deadline for defenses, it corresponds to impose on the Issuer the application of a total fine of 4.84 UIT equivalent to S/ 29,931.15 (Twenty-Nine Thousand Nine Hundred Thirty-One and 15/100 Soles) for both infractions; and,

Being subject to what is provided in numerals 14 and 36 of
Article 43 of the Regulation of Organization and Functions of the SMV, approved by
Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1st.- Declare that AI Inversiones Palo Alto
S.A. has incurred two (2) minor infractions typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by Resolution

4 Supreme Decree No. 309-2023-EF set the UIT for the 2024 exercise at S/ 5,150.00

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendency
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 authorship SMV No. 035-2018-SMV/01, for the late communication of (i) the material event referred to the approval of the consolidated interim financial statements as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13, 2024, and (ii) the consolidated interim financial statements as of September 30, 2024 approved in the General Shareholders' Meeting held on November 13, 2024.

Article 2nd.- Sanction AI Inversiones Palo Alto
S.A. with a total fine of 4.84 UIT equivalent to S/ 29,931.15 (Twenty-nine thousand nine hundred thirty-one and 15/100 Soles) pursuant to Article 1 of the present Resolution.

Article 3rd.- This Resolution does not exhaust the
administrative route, and may be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration appeal, administrative appeal recognized in Article 218 of the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within the deadline of fifteen (15) working days counted from the day following its notification, as it is a procedure of a single administrative instance. In case the present Resolution is not challenged, the regime of reduction of the corresponding sanction may be applied.

Article 4th.- In case the present 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 numeral 1 of
Article 7 of the "Policy on dissemination of normative projects, general legal norms, 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 5th.- Transcribe this Resolution to AI
Inversiones Palo Alto S.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision

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