Adjunct Superintendent Resolution on Supervision of Market Conduct No. 040-2025-SMV/11 — SMV — PE

That, the IGCC – the instructing body of the PAS referred to in
this case – has brought to the knowledge of the Adjunct Superintendence of Supervision of Market Conduct of the SMV (hereinafter,

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship SASCM), the PAS of administrative file No. 2025003468, with the aim that it issues a decision as the sanctioning body of single administrative instance, according to the type of offenses evaluated in the present PAS. In this way, the SASCM assumes competence in observance of the exercise of the function of supervision and of the sanctioning power of the SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861, 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 Resolution SMV No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in the articles 42 and 43 of the Regulation of Organization and Functions of the Securities Market Superintendence – SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in single administrative instance, according to the type of offenses evaluated whose compliance control corresponds to the referred Adjunct Superintendence. Likewise; the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the offenses;
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 financial information;
2.2 Charges
3. That, as a result of said evaluation,
through Letter No. 554-2025-SMV/11.2 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer:
Charge 1
Submit late its individual audited annual financial statements and the corresponding audit report for the 2023 fiscal year, which should have been submitted by the deadline of April 15, 2024; however, they were submitted on April 24, 2024 (File No. 2024017863). Charge 2 Submit late the annual report for the 2023 fiscal year, which should have been submitted by the deadline of April 15, 2024; however, it was submitted on April 24, 2024 (File No. 2024017863).
2.3 Defenses
4. That, through a document presented on February 13,
2025, the Issuer presented its defenses stating; among others, the following:
“Despite our efforts to comply with the submission of the requested documents (audited financial statements, audit opinion and annual report for the 2023 fiscal year), much to our regret we were unable to do so due to the non-compliance of the audit firm BDO Pierrend, Gómez & Asociados S. Civil de R.L.; therefore

1 Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Journal El Peruano, the Unified Ordained 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 within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship we appeal to you, within your evaluation, to take into account our compliance history with the regulations to which we are subject and that we have been complying with since 2014. In that sense, we request that you kindly exempt us from the sanctions established in article 32 of the MAV regulation and from any other sanction; since we have already taken the necessary corrective actions to ensure that this incident does not happen again, such as changing the Audit firm and improving our contract clauses in order to have the support we need and to submit the information within the deadlines established by the SMV and the MAV”;
5. That, through Supreme Decree No. 004-2019-
JUS, the Unified Ordained 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, number 3) of article 248 of the TUO of the LPAG, sets out the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the offense, (b) The probability of detection of the offense, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same offense within a period of one (1) year from when the resolution sanctioning the first offense became final, (f) The circumstances of the commission of the offense and, (g) The existence or not of intent in the conduct of the offender;
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 number 5 of article 255 of the TUO of the LPAG, through Letter No. 2805-2025-SMV/11 of May 14, 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, it has not presented them;
III. ISSUES TO DETERMINE
8. That, in the present PAS it corresponds to determine
the following:
(i) Whether the Issuer incurred or not in the offenses 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, article 31 of the TUO of the LMV establishes: “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 mechanism, of the information that one or the other requires from it and, necessarily, the one indicated below:

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship a) Its financial statements and indicators, with the minimum information that in a general way indicates the SMV, with a periodicity not greater than quarterly; and, b) Its annual report, with the minimum information that in a general way establishes the SMV. (…)” (Underline added);
10. That, the last paragraph of article 16 of the
Regulation of the Alternative Securities Market – MAV, approved by Resolution SMV No. 025-2012-SMV/01 (hereinafter, MAV Regulation), states that: “The annual report must be submitted no later than April 15 of each year, along with the individual or separate audited annual financial information.” (Underline added);
11. That, number 24.1.1 of clause 24.1 of article
24 of the MAV Regulation, establishes that:
“24.1. Once the value or issuance program is registered in the Registry and/or in the RVB as a result of a primary public offering or for secondary negotiation, the Companies must submit to the SMV only the following information:
24.1.1 Individual or separate audited annual financial information
This information will be submitted on the day it is approved by the corresponding body, the deadline for its respective approval being April 15 of each year. The approval of said information is considered a material event;
12. That, the non-compliance with the timely
submission of annual audited information and annual reports is typified in numbers 32.3 and 32.5 of article 32 of the MAV Regulation, which states: “For the non-timely submission of financial information, reports and material events, the Adjunct Superintendence of Supervision of Conduct of Markets will only apply the following sanctions:
(…)
32.3. Regarding annual audited information, fines of up to
2 UIT will be imposed.
(…)
32.5. Regarding Annual Reports, fines of up to 1
UIT will be imposed.”;
13. That, according to number 32.3 of article
32 of the MAV Regulation, offenses for late submission of annual audited information by Issuers participating in the MAV, are sanctioned with a fine of up to two (2) UIT;
14. That, according to number 32.5 of article 32 of the MAV Regulation, offenses for late submission of
annual reports by Issuers participating in the MAV, are sanctioned with a fine of up to one (1) UIT;
4.2 Case Evaluation
15. That, in the administrative file No.
2025003468, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2166-2024-SMV/11.1 of May 30, 2024

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship (File No. 2024023655), the General Intendancy of Conduct Supervision (hereinafter, IGSC) – the body of the Securities Market Superintendence – SMV that has within its functions and powers, the supervision of compliance with the applicable regulations to issuing companies with values registered in the RPMV, evaluating the indications of possible offenses, and refers, for its consideration, the indication reports of respective offenses, to the IGCC – referred to the IGCC, the result of its evaluation, and specifically what refers to the present case;
16. 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 an indication report of offense, 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 – is an opinion on the merits of the matter; it must be specified that said opinion and the indication report of offense of the IGSC is not binding for the IGCC, as established in the second paragraph of
article 9 of the Sanctions Regulation 23;
17. 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 instances administrative of the SMV, functionally independent from each other and from this Office; first the IGSC that at its time reported the indications of offense 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 pronouncement containing its decision regarding the charges mentioned, 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;
18. That, as mentioned previously,
through a document of February 13, 2025, the Issuer presented its defenses regarding the imputations formulated against it; therefore, it proceeds with the evaluation of the offenses subject of the present PAS;
19. That, regarding the offenses detailed in the
Letter of Charges, the Issuer states that it was unable to submit timely the referenced information due to the delay in the delivery of the audit opinion by the audit firm, therefore, it is appropriate to analyze the arguments presented in its defenses in accordance with clause a) of article 27 of the Regulation

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; 2) Recommendation of improvements or corrections of the activity developed by the administered; 3) The warning of the existence of non-compliance not susceptible of meriting the determination of administrative responsibilities
4) The recommendation to start 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 the 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 offenses they refer the corresponding reports to the General Intendancies of Compliance, which determine if it corresponds to start or not an administrative sanctioning procedure. If applicable, the General Intendancies of Compliance may carry out additional inspections or investigations of the indications reported. In the case of possible offenses in the scope of the Regulation of the Participatory Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Intendancy of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative offenses determines if it corresponds to start or not an administrative sanctioning procedure. (…)».

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship of Sanctions, which states that it constitutes an exemption from responsibility: “The case fortuitous, force majeure or other exceptional situation that, in the opinion of the SMV, was comparable to the case fortuitous or force majeure duly proven”, norm concordant with article 257 number 1) section a) of the TUO of the LPAG, in order to determine if the two (2) non-compliances subject of analysis were due to a situation of force majeure or not;
20. That, in that sense, although in the regulation
administrative has not given content to force majeure as exemptions of responsibility, it is considered that it must resort to the sources of the procedure, like laws and dispositions of equivalent hierarchy (number 2.3 of Article V of the TUO of the LPAG), the same which is developed in article 1315 of the Civil Code. In that sense, it must be considered that only there will be absence of responsibility by force majeure, when it configures an extraordinary event that obeys strictly to a fact carried out by a third party; that said fact has the character of irresistible; and, whose occurrence results impossible to prevent through acts of foresight; therefore, it proceeds to evaluate them below:
(i) Originates from a cause alien to the will of the obligated It must be taken into account that the causal fact of the force majeure must not be located in the sphere of action of who alleges it, that is, the cause of force majeure must be found outside the circle or field of activity of the administered. In that order of ideas, from the review of the defenses of the Issuer and its annexes, it is observed in the emails exchanged between the Issuer and the audit firm from February 01, 2024 to April 19, 2024, that the Issuer only would have finished sending the information to the audit firm on April 08, 2024, therefore, the audit firm would only have had seven (7) calendar days of deadline until the date established by the SMV for the delivery of the financial information (April 15) to be able to perform the audit report. Likewise, it is observed that through an email of April 15, 2024, the audit firm informs the Issuer that the review of all the work had been scheduled for the first week of April and that it had to be rescheduled since the personnel of the Issuer only last Friday had finished completing the information, therefore, they inform that the report would only be issued on April 19, 2024. According to the above, the facts alleged by the Issuer do not originate from a case fortuitous or force majeure cause, because it corresponded to the Issuer to provide the audit firm with the complete information in a timely manner so that it had a sufficient time period to be able to send to the Issuer the corresponding audit report and this could submit it to the SMV within the legal deadline, consequently, said situation is found in the sphere of domain of the Issuer. (ii) Unforeseeable Fact For a situation of force majeure to be configured it is required that it be unforeseeable, qualifies as such a fact that has escaped from the possible scenarios that the subjects have determined as feasible. Regarding this, according to what indicated by the Issuer referred to that they had a delay in the delivery of the individual audited annual financial statements and its corresponding audit report for the 2023 fiscal year due to a delay

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship in the delivery of the audit report by the audit firm, it is observed that the Issuer would have finished sending the complete information to the audit firm one week before the expiration of the legal deadline established by the SMV, which generated that the audit firm had to reschedule the total review of the work by the partners of the firm and send to the Issuer the audit opinion late, therefore it is concluded reasonably, that the Issuer could have foreseen that if it did not comply with sending the complete information to the audit firm in a timely manner and with sufficient advance to avoid situations that could generate that the audit firm cannot have the audit opinion on time for the Issuer to send the information to the SMV within the legal deadline and therefore avoid possible non-compliances with the securities market regulations. (iii) Irresistible Fact It corresponds to point out that it cannot be alleged as force majeure the simple non-compliance due to lack of diligence at the moment of carrying out the activity at which it was obligated. Regarding this, from the documents previously indicated presented by the Issuer in its defenses, it is observed that the Issuer finished sending all the information to the audit firm for this to elaborate the opinion one week before the legal deadline for the delivery of the financial information to the SMV, which evidences a lack of diligence on the part of the Issuer by not providing them in a timely manner in order to foresee possible delays or delays in the delivery of the opinion by the audit firm, it should have deployed all the necessary mechanisms to ensure timely compliance in the submission of the referenced information to the SMV.
21. That, according to the above, it corresponds to indicate
that the circumstances alleged by the Issuer as a situation that generated the non-compliances of not presenting the Individual Audited Annual Financial Information and Annual Report of the 2023 fiscal year within the legal deadline; does not meet the requirements previously indicated for it to configure an exemption from responsibility by force majeure;
22. That, additionally, it must be specified that although it corresponds to the administration the burden of proof to the effects of attributing to the administered the offenses that serve as the basis for sanctioning them, in the event that the administration has proven the commission of the offenses, it corresponds to the administered to prove the facts excluding its responsibility if it alleges them, as Nieto García indicates; referring to the jurisprudence of the Spanish Supreme Court: “(...) with respect to the burden of proof in any punitive action, it is the sanctioning body who corresponds to prove the facts that shall serve as support for the possible offense, while it falls to the imputed to prove the facts that may result in excluding their responsibility”. (Underline added);
23. That, in that sense, being that the administration
has the burden to prove the facts constitutive of offenses, in the present case, being offenses regarding the late submission of periodic information these have been accredited, since it has been verified from the review of the control records regarding the submission of information to the Public Registry of the Securities Market - RPMV, that the Issuer would have sent to the SMV its statements

financial annual individual audited statements and their corresponding audit report for the 2023 fiscal year as well as the annual report for the 2023 fiscal year in an untimely manner; being that they should have been sent by April 15, 2024; however, they were only sent on April 24, 2024;
24. That, consequently, having evaluated the issuer's defense arguments, which are detailed above, it is proven that the conduct constituting the two (2) infractions charged has occurred and the administrative responsibility of the Issuer is determined, for which reason it is necessary to analyze the sanction proposal in accordance with the principle of reasonableness, the defenses, and the sanctioning criteria, which will be evaluated in the sanction determination section;
V. DETERMINATION OF THE SANCTION
25. That, having determined the commission of the infractions corresponding to the untimely presentation of financial information, it is necessary to determine the sanction by evaluating the criteria applicable to the administrative sanctioning procedure;
5.1 Sanctioning Criteria
26. That, having determined the commission of the attributed infractions, it is necessary to evaluate the sanction in accordance with article 25 of the Sanctions Regulations, 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 sanctioning graduation criteria: (i) the issuer's sanctioning antecedents, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the severity of the damage to the public interest and/or protected legal good and (viii) the existence or non-existence of intent in the infringer's conduct (hereinafter, Sanctioning Criteria);
27. That, in application of the aforementioned norms, the following is evaluated:
28. 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 presentation of periodic or eventual information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no severity 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 market transparency, which is considered a protected legal good;
29. That, with respect to sanctioning antecedents, it has been verified that the Issuer does not have sanctioning antecedents within the four (4) years prior to the moment of the commission of the infractions to be sanctioned according to the Report;
30. That, with respect to recidivism for the commission of the same infraction, it has been verified that there is no recidivism by the Issuer regarding the commission of the same infractions; that is, the Issuer has not

The late presentation of the audited annual individual financial statements and their corresponding audit report for the 2023 fiscal year, which should have been presented by the maximum deadline of April 15, 2024; however, they were presented on April 24, 2024, (with nine (9) calendar days of delay).
The late presentation of the annual report for the 2023 fiscal year, which should have been presented by the maximum deadline of April 15, 2024; however, it was presented on April 24, 2024, (with nine (9) calendar days of delay).

That, with respect to the economic damage caused and its repercussion in the market, in the present PAS, it has not been evidenced that the non-compliance produced a quantifiable damage, understood as economic damage caused to one or more investors. Although a delay in the presentation of the information is observed, which could be understood as an affectation to market transparency, this would be minimal. Likewise, although the Issuer is in the RPMV and as such is subject to the norms applicable to issuers of the securities market, from the review of the Lima Stock Exchange website it is observed that it does not trade on the stock exchange; therefore, no concrete economic damages to investors or associates are evidenced, since no type of complaint or receipt of indication regarding this has been registered;
That, with respect to the illicit benefit resulting from the commission of the infraction, it must be noted that there are not sufficient elements to indicate that the Issuer, as a consequence of the infractions committed, has obtained or generated an illicit benefit;
That, with respect to the probability of detection of the infraction, it must be noted that the lack of timely presentation of 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;
That, with respect to the existence or non-existence of intent in the infringer's conduct, it can be noted that there are not sufficient elements 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 for obligations already known by the Issuer;
That, in this way, in application of the Sanctioning Criteria previously developed, it is observed that the infractions committed have not caused concrete damage to investors, the Issuer has not obtained a benefit from its illegal conduct, nor has it been proven that it acted with intent, nor does it have sanctioning antecedents nor is it a recidivist;

PERU Ministry of Economy and Finance
SMV
Securities Market Superintendency
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 the authorship
37. That, consequently, considering the analysis carried out on the Sanctioning Criteria and what was evaluated by this Adjunct Superintendency, it corresponds to impose a total fine of 0.50 UIT 4 equivalent to S/. 2,595.60 (Two Thousand Five Hundred Ninety-Five with 60/100 Soles), according to the following detail:
(i) Fine of 0.34 UIT equivalent to S/. 1,730.40 (One Thousand Seven Hundred Thirty with 40/100 Soles), according to numeral 32.3 of article 32 of the MAV Regulations. (ii) Fine of 0.17 UIT equivalent to S/. 865.20 (Eight Hundred Sixty-Five with 20/100 Soles), according to numeral 32.5 of article 32 of the MAV Regulations; and, Being in accordance with what is established in numerals 14 and 36 of article 43 of the Regulations on Organization and Functions of the Securities Market Superintendency – SMV, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1º.- Declare that A. Jaime Rojas Representaciones Generales S.A. has incurred two (2) infractions typified in numerals 32.3 and 32.5 of article 32 of the Regulations of the Alternative Securities Market – MAV, approved by SMV Resolution No. 025-2012-SMV/01, referred to: (i) the late presentation of its audited annual individual financial statements and the corresponding audit report for the 2023 fiscal year and to (ii) the late presentation of the annual report for the 2023 fiscal year.
Article 2º.- Sanction A. Jaime Rojas Representaciones Generales S.A. with a total fine of 0.50 UIT equivalent to S/. 2,595.60 (Two Thousand Five Hundred Ninety-Five with 60/100 soles) for what is stipulated in article 1° of this Resolution.
Article 3º.- This Resolution does not exhaust the administrative route, and it may be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration appeal, an administrative recourse 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 term of fifteen (15) business days counted from the day following its notification, as it is a procedure of a single administrative instance. In case this Resolution is not challenged, the regime for reduction of the corresponding sanction may be applied.
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 established 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 established in the last paragraph of article 14 of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01.

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

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