Adjunct Superintendent Resolution on Prudential Supervision No. 051-2025-SMV/10 — SMV — PE

PERU Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
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 authorship Adjunct Superintendent Resolution SMV No. 051-2025-SMV/10 Lima, October 3, 2025 Subject: The administrative sanctioning procedure against Promotora Opción S.A. EAFC is archived for not having committed a minor infringement typified in Annex XIII, item 3, subsection 3.7 of the SANCTIONS REGULATION, regarding the timely submission of the schedule of the first three meetings to the COMPLAINANT Administered Entity: Promotora Opción Perú S.A. EAFC Subject: Administrative sanctioning procedure File No.: 2025035398

The Adjunct Superintendent of Prudential Supervision

HAVING SEEN:

The administrative file No. 2025035398, and Report No. 1298-2025-SMV/10.3, issued by the General Superintendent of Prudential Compliance; as well as the defenses presented by Promotora Opción Perú S.A. EAFC; and,

CONSIDERING:

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

I. FACTS

By written submission received on July 2, 2024, the COMPLAINANT1 filed a complaint with the Superintendence of the Securities Market (SMV) against Promotora Opción S.A. EAFC (hereinafter, OPCIÓN EAFC); therefore, with Letter No. 2955-2024-SMV/10.3, notified on July 12, 2024 (hereinafter, LETTER), the administrator was informed of the aforementioned complaint, in which sense, on July 22, 2024, OPCIÓN EAFC submitted its comments regarding the complaint, as well as part of the information requested by the SMV;

1 In the attachment to this resolution, the complete data of the natural persons to whom the designations used in this resolution belong are detailed, and likewise, if applicable, their email addresses.
Digitally Signed by:
GUTIERREZ
OCHOA Omar
Dario FAU
20131016396 soft
Date: 3/10/2025
15:49:41

PERU Ministry of Economy and Finance

By Letter No. 4228-2025-SMV/10.3 (hereinafter, LETTER OF CHARGES), notified on August 11, 2025, an administrative sanctioning procedure was initiated against OPCIÓN EAFC; consequently, on August 19, 2025, OPCIÓN EAFC presented the defenses to the charges formulated;
The charges formulated, as well as the defenses presented by OPCIÓN EAFC, have been evaluated by the General Superintendent of Prudential Compliance in Report No. 1298-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendence;
In observance of the Principle of Due Process contemplated in Article IV, item 1, subsection 1.2 of the Preliminary Title, as well as in Article 248, subsection 2, of the TUO LPAG, by Letter No. 5298-2025-SMV/10, the administrative file to which this resolution refers was made available to OPCIÓN EAFC for its review;

II. ISSUES TO BE DETERMINED

In the present administrative procedure, in the opinion of this Adjunct Superintendence, it corresponds to determine the following:

a. Whether OPCIÓN EAFC committed or did not commit an infringement regarding its obligation to inform the COMPLAINANT about the dates of the three (3) first meetings in which it was entitled to participate, in accordance with what was chosen and recorded by the COMPLAINANT in the Collective Fund Administration Contract No. 8158.146.01 (hereinafter, CONTRACT);

b. Whether it corresponds or does not correspond to impose a sanction on OPCIÓN EAFC;

III. ANALYSIS

3.1 Of the applicable regulations

Regarding the submission of information about the dates of the three (3) first meetings in which it was entitled to participate to the COMPLAINANT, subsection f) of subsection 7.1, of clause 7 of the Collective Fund Administration Contract Special Program for the Acquisition of Goods Opción Evolución 1.1 No. 8158.146.01 (hereinafter, CONTRACT), establishes the following:

“7. OBLIGATIONS AND RIGHTS
(...)
7.1 The following constitute obligations of OPCIÓN:
(...) f) Notify the associates via the modality chosen by the Associate for the communications of this contract the schedule of allocation meetings (...).” (Underlining added).

Similarly, Article 107 of the REGULATION, establishes the following:

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“Article 107.- Inaugural Assembly and Convocation (...)
The convocation to the Assemblies must be communicated to the Associates, with an advance of no less than five (5) days before their celebration, through the means established in the Contract and always that it allows obtaining a receipt confirmation by the Associate. (...)” (Underlining added).

3.2. Of the charges formulated

By written submission received on July 2, 2024, the COMPLAINANT, associate with CONTRACT, belonging to Group No. 8158 of the “Special Program for the Acquisition of Goods Opción Evolución 1.1”, filed a complaint2 with the Superintendence of the Securities Market (hereinafter SMV) against OPCIÓN EAFC, in which it refers, among others, that OPCIÓN EAFC had not formally and in writing informed her about the dates of the three (3) first meetings of the group to which she had entered;
In this sense, the COMPLAINANT states that OPCIÓN EAFC was required to present the copy of the receipt of delivery of the document by which the aforementioned administrator company indicated the dates of holding the three (3) first meetings. Furthermore, the COMPLAINANT specifies that said document must indicate the date and contain its signature;
Based on what was stated by the COMPLAINANT, via the LETTER), the formulated complaint was transferred to OPCIÓN EAFC, so that the administrator company presents, among others, the following:

“(...)
c. Copy of the receipt of notification of the convocation to the (3) first Assemblies in which the COMPLAINANT was entitled to participate, under the Contract.
(...)”

In response to the LETTER, on July 22, 2024, OPCIÓN EAFC submitted its comments attaching, among others, a copy of an email, with the subject “Welcome Letter – Group 8158”, dated August 31, 2021 at 08:13 hours, addressed to the email address of the COMPLAINANT: EMAILDENUNCIANTE; through which, OPCIÓN EAFC welcomes the COMPLAINANT and attaches the following documents: (i) the schedule of monthly quota and associate meeting deadlines, and (ii) the welcome letter;
Regarding this, pursuant to Article 107 of the REGULATION and subsection f), of subsection 7.1, of clause 7 of the CONTRACT, and in accordance with the modality chosen by the COMPLAINANT in said contract, OPCIÓN EAFC was obligated to send to the COMPLAINANT, with an advance of no less than five (5) days before their celebration, the convocation to meetings, in this particular case, the dates of the three (3) first meetings in which it was entitled to participate;
In that framework, and as can be seen in the General Conditions of the CONTRACT, the COMPLAINANT opted to receive communications from OPCIÓN EAFC physically, but not via email or any internet instant messaging application; this in accordance with the following image:
Considering the above, OPCIÓN EAFC had not complied with observing what is established by Article 107 of the REGULATION and subsection f), of subsection 7.1, of clause 7 of the CONTRACT, since it failed to inform the COMPLAINANT about the dates of the three (3) first meetings in which it was entitled to participate, in accordance with what was chosen and recorded by the COMPLAINANT in the General Conditions of the CONTRACT;
Therefore, it was imputed to OPCIÓN EAFC that it had committed one (01) infringement classified as minor, according to Annex XIII, item 3, subsection 3.7 of the SANCTIONS REGULATION, according to which it constitutes an infringement: “Not to timely submit to the associates the information on the account statements or schedule of meetings”;

3.3. Of the defenses presented

As a first point, OPCIÓN EAFC indicates that prior to the sales process, it presented the future associate with a proforma with information about the collective fund system it administers (hereinafter, PROFORMA), which would detail the date and time when the first meeting of the GROUP would be held;
Regarding this, OPCIÓN EAFC alleges that one of its sales representatives prepared the aforementioned PROFORMA on August 26, 2021, and through it, it would have informed the COMPLAINANT that the first meeting would take place on September 9, 2021 at 04:00 hours. In view of this, OPCIÓN EAFC alleges that the COMPLAINANT would have had knowledge of the date of the inaugural meeting prior to the signing of the CONTRACT;
Similarly, OPCIÓN EAFC specifies that, in the aforementioned PROFORMA, the COMPLAINANT would have registered its email address as contact information;
On the other hand, OPCIÓN EAFC mentions that, as part of the sales process, the COMPLAINANT would have filled out and registered its personal information in a document called “holder data sheet” (hereinafter, DATA SHEET). OPCIÓN EAFC alleges that in said document there is a box that requires being filled in manually by the associate, in which, according to what is alleged by the administrator company, it expressly stated that it authorizes communications sent by OPCIÓN EAFC to be sent via email;
Regarding this, OPCIÓN EAFC indicates that the information contained in said DATA SHEET is what would later serve to complete the associate's data in the CONTRACT. It also indicates that the personnel of

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OPCIÓN EAFC is the one who enters the data and information from said sheet into its system and then it is printed so that the associate can affix their signature;

Similarly, OPCIÓN EAFC states that the associate signs a document called “declaration of knowledge of the collective fund system” (hereinafter, DECLARATION OF KNOWLEDGE), in which, according to the administrator company, the associate declares knowledge of the date of the first meeting;
Likewise, OPCIÓN EAFC mentions that said document establishes that all communications be sent to the email of the COMPLAINANT, which is the following: EMAILDENUNCIANTE, for which, -according to the administrator company-, the COMPLAINANT expressly requested that all communications be sent to the aforementioned email address. Additionally, OPCIÓN EAFC specifies that there is no subsequent request or communication from the COMPLAINANT, through which, it changed or rectified said request;
Now, with reference to the information incorporated into the CONTRACT, OPCIÓN EAFC alleges that the information that enters its collective fund system, and which is subsequently incorporated into the CONTRACT, is registered in the document called DATA SHEET;
Regarding this, OPCIÓN EAFC indicates that the incorporation as a physical alternative in the part where the alternative chosen to receive communications from OPCIÓN EAFC was marked, would have been a printing error, since the “x” would have been placed partly outside the box, and that this was due to the fact that at that time its contracts were sent to be printed at printing presses, and, according to OPCIÓN EAFC, there was an error in the calculation and the “x” did not fit into the alternative indicated by the COMPLAINANT;
Taking this into account, OPCIÓN EAFC alleges that the framing and printing problem generated that the contract was printed as if the COMPLAINANT's will had been that the documentation be sent physically, however, according to the administrator company, through the DATA SHEET and the DECLARATION OF KNOWLEDGE it would be accredited that the COMPLAINANT's will was that the documentation issued by OPCIÓN EAFC be sent via email, also taking into account –according to OPCIÓN EAFC– that there is no document where it is recorded that the COMPLAINANT wished to choose the physical delivery alternative;
Likewise, OPCIÓN EAFC refers that, taking into account the aforementioned documents (DATA SHEET and DECLARATION OF KNOWLEDGE), on August 31, 2021, it sent to the COMPLAINANT's email address the welcome letter, and the schedule of monthly quota and associate meeting deadlines;
Similarly, OPCIÓN EAFC mentions that on the same day of the meeting, it physically delivered to the COMPLAINANT the original contract, payment card, and schedule of monthly quota and associate meeting deadlines;
Through its defense writing, OPCIÓN EAFC attaches new means of proof to be analyzed in this resolution:

PERU Ministry of Economy and Finance

¾ Legible copy of document called “proforma” which has the signature and fingerprint of the COMPLAINANT, and which is dated August 26, 2021; ¾ Document called “holder data sheet” signed by the COMPLAINANT on August 26, 2021 which has the signature and fingerprint of the COMPLAINANT; ¾ Document called “declaration of knowledge of the collective fund system” dated August 26, 2021 which has the signature and fingerprint of the COMPLAINANT; ¾ Copy of document called “receipt” which has the signature and fingerprint of the COMPLAINANT on September 9, 2021, through which, the COMPLAINANT declares having received from OPCIÓN EAFC various documents, among which is the schedule of monthly quota and meeting deadlines;

3.4 Evaluation of the defenses

On this matter, it must be indicated that from the review of the defenses and new documentation presented by OPCIÓN EAFC, it is appreciated that through the PROFORMA of August 26, 2021, the COMPLAINANT was informed about the date and place of the first meeting in which she would participate, that is, September 9, 2021;
Likewise, OPCIÓN EAFC has presented with its defenses the DECLARATION OF KNOWLEDGE of August 26, 2021, which has the signature and fingerprint of the COMPLAINANT, in which it is observed that the place and date of the first meeting in which she will participate were informed;
In this sense, through such documents, it is determined that the COMPLAINANT had knowledge about the date of holding the first meeting in which it was entitled to participate, in accordance with the term established in Article 107 of the REGULATION:
As for the second and third meetings, it must be mentioned that OPCIÓN EAFC has presented in its defenses a copy of the document called “receipt” (hereinafter, MEETING RECEIPT) of September 9, 2021, which has the signature and fingerprint of the COMPLAINANT, where it indicates that the latter received from OPCIÓN EAFC the schedule of all meetings (from the first to the last) in which she was entitled to participate, this in accordance with the formality established in the CONTRACT, that is, through the physical receipt alternative of the documents, chosen by the COMPLAINANT in the CONTRACT, and within the term established in Article 107 of the REGULATION;
On the other hand, regarding the defense referred to the incorporation as a physical alternative in the part where the alternative chosen to receive communications from OPCIÓN EAFC was marked being a printing error of the CONTRACT, it must be indicated that from the review of the other general data and the “General Conditions of the Contract” it is appreciated that the filling of the respective alternatives are slightly below the respective box, for example:

PERU Ministry of Economy and Finance

Regarding this, it must be specified that in other boxes where the COMPLAINANT's information was recorded, it is possible to appreciate that they are also not correctly framed, but it is observed that the information registered in said boxes coincides with the title or subtitle;
In this sense, it is not valid to assume that OPCIÓN EAFC considers that a bad framing of the printing has generated that incorrect information be printed only in one of the boxes (the one referred to the alternative of communications issued by OPCIÓN EAFC), when there are other boxes in which the information was also recorded in a misaligned or deviated manner with respect to the space field of said boxes;
Similarly, it is necessary to point out that OPCIÓN EAFC is a company supervised by the SMV that has knowledge of the regulations under which the collective fund system operates, as well as the rights and obligations established in the contracts it administers, therefore, in this case, it is observed that it did not act with due diligence, therefore, it corresponds to dismiss the referred argument of OPCIÓN EAFC.;
Without prejudice to the above, regarding the means of proof: DATA SHEET and DECLARATION OF KNOWLEDGE presented with the defenses, where the COMPLAINANT stated that communications by the administrator company should be directed to its email address, it must be indicated that the information recorded in both documents differs from what is established in the CONTRACT, since, as has been demonstrated, the CONTRACT provides that the notification of the communications issued by OPCIÓN EAFC would be sent physically; taking into account moreover that subsection f), of subsection 7.1 of clause 7 of the CONTRACT, expressly provides that notifications to the COMPLAINANT would be carried out in accordance with the modalities chosen by the latter in the aforementioned CONTRACT:

“7.1 The following constitute obligations of Opción:
(...)

PERU Ministry of Economy and Finance

f) Notify the associates via the modality chosen by the Associate for the communications of this contract the schedule of allocation meetings, the allocation of the purchase certificate, as well as the account statement of their contract. (...)
(Underlining added).

In this sense, even though the DATA SHEET and the DECLARATION OF KNOWLEDGE could have established, prior to the signing of the CONTRACT, that the COMPLAINANT receive communications from OPCIÓN EAFC through its email address, this does not limit or exempt the contractual and regulatory obligations that OPCIÓN EAFC has, since this could have resulted in the COMPLAINANT not being correctly informed about the holding of the allocation meetings;
In addition to this, OPCIÓN EAFC alleges that the information recorded in the DATA SHEET is the same that later served to complete the associate's data in the CONTRACT. Regarding this, it must be mentioned that, if this were the case, OPCIÓN EAFC should have acted with greater diligence when transferring the information to the aforementioned CONTRACT, such as reviewing that it was printed correctly and with the communication modality chosen by the COMPLAINANT. In this sense, it is not possible to consider the referred argument of OPCIÓN EAFC as valid, therefore, it corresponds to be dismissed;
In attention to what has been exposed, and in accordance with the MEETING RECEIPT and the PROFORMA, it is evident that OPCIÓN EAFC informed the COMPLAINANT of the dates of the first three allocation meetings in which it was entitled to participate, therefore, it corresponds to archive the charge imputed;
It is worth specifying that, according to what was stated by the General Superintendent of Prudential Compliance, the imputation of charges would not have been formulated if OPCIÓN EAFC, at the time of submitting its comments before the transfer of the complaint, had attached the MEETING RECEIPT, the DECLARATION OF KNOWLEDGE, as well as the PROFORMA of “legible form”, which would have allowed analyzing the facts questioned by the COMPLAINANT in greater detail;
Being in accordance with what is provided by Article 32, subsection 16, of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments;

RESOLVES:

Article 1st.- Declare that Promotora Opción S.A. EAFC has not committed one (1) minor infringement typified in Annex XIII, item 3, subsection 3.7 of the SANCTIONS REGULATION, regarding the timely submission of the schedule of the first three meetings to the COMPLAINANT.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendents
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations, and amendments. The integrity of the document and authorship
Article 2nd.- This resolution does not exhaust the administrative route, unless it is consented to, and may be challenged before the Deputy Superintendent of Prudential Supervision by filing a reconsideration or appeal request before the same, within a period of fifteen (15) business days counted from the day following its notification.
Article 3rd.- In the event that this resolution is not subject to challenge through a reconsideration or appeal request within the period of fifteen (15) business days of being notified and becomes final, it must be published on the SMV Institutional Page on the Peruvian State Digital Single Platform, in observance of what is provided in numeral 1, article 7th 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 its amendment, and by what is provided in article 14th of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01.
Article 4th.- Transcribe this resolution to Promotora Opción Perú S.A. EAFC.
Register, communicate, and publish.
Omar Gutiérrez Ochoa
Deputy Superintendent
Deputy Superintendent of Prudential Supervision

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