Adjunct Superintendent Resolution SMV No. 057-2025-SMV/11

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Adjunct Superintendent Resolution SMV
No. 057-2025-SMV/11
Lima, September 8, 2025
Subject: Sanction Empresa Peruana de Eternit S.A. with a total fine of 5.52 UIT for having committed two (2) minor infractions, classified in subsection 3.1 of section 3 of
Annex I of the Sanctions Regulation, and two (2) warnings for
having committed two (2) minor infractions, classified in subsection 3.6 of section 3 of
Annex I of the Sanctions Regulation.
Declare the non-existence of two (2) minor infractions, classified in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation; and, order the archiving of the corresponding charges.
Regulated Entity: EMPRESA PERUANA ETERNIT S.A.
Subject: Administrative sanctioning procedure of single and double administrative instance Offender Type: Subsection 3.1 of section 3 of Annex I of the Sanctions Regulation.
Subsection 3.6 of section 3 of Annex I of the
Sanctions Regulation.
MINOR INFRACTIONS
File No.: 2024038797
The Adjunct Superintendent of Market Conduct
Supervision
SEEN
Administrative file No. 2024038797, containing the administrative sanctioning procedure (hereinafter PAS) initiated by the General Superintendency of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against EMPRESA PERUANA

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
ETERNIT S.A. (hereinafter, the Issuer); as well as Report No. 629-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC; CONSIDERING:
I. Function and competence of the SASCM

1. That, administrative file No. 2024038797
   contains the documentation and information regarding a PAS, which has been brought to the knowledge of the SASCM in observance of the exercise of the supervision function and the sanctioning power of the SMV established by the Unified Concordant Text of its Organic Law, Law No. 26126, and in the Unified Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO of the 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 and its amendments (hereinafter, ROF SMV), in the sense that it is a specific function of the SASCM to impose sanctions in the first or single administrative instance for the commission of infractions whose compliance control corresponds to the said Adjunct Superintendency, according to the type of infraction;
2. That, regarding the charges for late communication of important events (Charges 1 and 2) and late submission of financial information (Charges 3 and 4), a (1) single administrative instance corresponds, in accordance with the second paragraph of article 14 of the Sanctions Regulation and section 14 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM to impose sanctions in a single administrative instance for the commission of infractions regarding the timeliness in the submission of periodic and eventual information, whose compliance control corresponds to the SASCM;
3. That, regarding the charges for failure to submit resumes (Charges 5 and 6), two (2) administrative instances correspond, in accordance with the first paragraph of article 14 of the Sanctions Regulation and section 13 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM to impose sanctions in the first administrative instance for the commission of infractions whose compliance control corresponds to the SASCM, with the exception of infractions regarding the timeliness in the submission of periodic or eventual information. Likewise, in accordance with article 15 of the Sanctions Regulation, and what is established in section 26 of article 12 of the ROF-SMV, the Superintendent of the Securities Market resolves appeals against resolutions issued in the first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
   II. FACTS, CHARGES, DEFENSES AND ARGUMENTS
   2.1 Facts
4. That, it was evaluated whether the Issuer complied or not with disclosing to the securities market important events and financial information within the established deadline, and submitting the resumes of its directors;
   2.2 Charges

PERU Ministry of Economy and Finance

SMV
Securities Market

Superintendency
5. That, as a result of said evaluation, through Letter No. 120-2025-SMV/11.2 of January 31, 2025 (hereinafter, Letter of Charges), charges were formulated against the Issuer, and with the aim that it exercises its right to defense, a period of ten (10) business days was granted counted from the day following the date of notification of the Letter of Charges, for it to formulate the corresponding defenses; as detailed below:
IMPORTANT EVENTS
Charge 1
Communicate late the important event referred to the dismissal of Mr. Alfonso Carlos Honorio Malásquez from the position of alternate director; as well as, the appointment of Mr. Fabio Pereira Lins to the position of alternate director, which should have been communicated on August 21, 2024 (date of adoption of the agreement in Board Session); however, it was communicated on August 27, 2024. (File No. 2024036627). Charge 2 Communicate late the important event referred to the appointment of the Audit Firm Navarrete y Asociado Contadores Públicos Sociedad Civil for the fiscal year 2024, which should have been communicated on August 21, 2024 (date of adoption of the agreement in Board Session); however, it was communicated on November 21, 2024. (File No. 2024048229). FINANCIAL INFORMATION Charge 3 Submit late the Individual Audited Annual Financial Statements and its corresponding audit report for the fiscal year 2023, approved on March 26, 2024, which should have been submitted on the same day of their approval; however, they were submitted on April 02, 2024. (File No. 2024014408). Charge 4 Submit late the Annual Report for the fiscal year 2023, approved on March 26, 2024, which should have been submitted on the same day of its approval; however, it was submitted on April 02, 2024. (File No. 2024014408). RESUME SUBMISSION Charge 5 Through an important event of March 26, 2024, the Issuer communicated the appointment of Mr. German Gómez Raad to the position of director by agreement of the Mandatory Annual Shareholders' Meeting (hereinafter, JOAA) of the same day (File No. 2024012865); for which reason, the Issuer had to submit the respective resume of the director within ten (10) business days following his appointment; that is, at the latest by April 11, 2024. However, at the date of imputation of charges it had not been submitted 1.

1 Through a writing of April 29, 2025, as part of its defenses, the Issuer presented the referenced resume on April 10, 2025. (File No. 2025016282).

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Charge 6
Through an important event of August 21, 2024, the Issuer communicated the appointment of Mr. Fabio Pereira Lins to the position of director by agreement of Board Session of the same day (File No. 2024036627); for which reason, the Issuer had to submit the respective resume of the director within ten (10) business days following his appointment; that is, at the latest by September 05, 2024. However, at the date of imputation of charges it had not been submitted 2.

2.1 Defenses and arguments
6. That, from the review of the charges of notification contained in the present PAS, it is observed that the Issuer was notified with the Letter of Charges via the MVNet System on January 31, 2025; and personally on March 10, 2025;
7. That, the Issuer in exercise of its right to defense, outside the period granted through the Letter of Charges 3, presented defenses on April 29, 2025, stating the following:
Charges 1 and 2
The Issuer recognizes responsibility for the infractions stating the following:
"(…) we must specify that in fact we communicated both important events late, (…)."
Charges 3 and 4
The Issuer states that the lateness in the submission of financial information was due to an error or failure in the MVNET platform of the SMV, since from March 26, 2024, the system did not allow the Issuer to publish the referenced information. For which, the Issuer requested support from the SMV, through a phone call, to the help email atenciónSMV@smv.gob.pe and also to its sector official Mr. Manuel Puma, for which it attaches as evidentiary means the screenshots of the chain of emails exchanged with SMV technical support. Finally, the Issuer indicates that after multiple attempts, with the support of SMV technical support, on April 2, 2024, it managed to submit the Individual Audited Financial Statements and the Annual Report for the 2023 fiscal year, approved on March 26, 2024. Charges 5 and 6 The Issuer recognizes responsibility for the infractions stating the following:
"(…) we have always been respectful of the deadlines for their submission, it not being a recurring practice by ETERNIT that warrants sanction or fine, since with date April 10, 2025 we complied with the formality of submitting the resumes of the corresponding Directors, which we evidence from the charge attached, therefore

2 Through a writing of April 29, 2025, as part of its defenses, the Issuer presented the referenced resume on April 10, 2025. (File No. 2025016282).
3 According to Notification Certificate No. 2025008292-SMV, the Issuer was notified personally on March 10, 2025. In that sense, the period of ten (10) business days counted from the day following the date of notification of the Letter of Charges, was fulfilled on March 24, 2025.

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendency that despite having been presented out of deadline, ETERNIT has complied with the formality established in the regulation, it is worth specifying that at the date we do not have any pending issue to remedy and/or regularize.";
8. That, the Issuer maintains that in the event that the SMV imposes any sanction, it requests that the same be reasonable, observing and taking into account the sanctioning criteria established in article 25 of the Sanctions Regulation, since the evaluation of said criteria must maintain proportionality between the sanction to be imposed and the imputed facts. In that sense, it requests that the sanction of lower classification be applied to it, with the respective discounts;
9. That, through Supreme Decree No. 004-2019-JUS, the Unified Text of the General Administrative Procedure Law – Law No. 27444 (hereinafter, TUO of the LPAG) was approved, which contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, section 3) of article 248 of the TUO of the LPAG indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The 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 the 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 offender;
10. That, the charges formulated, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been brought to the knowledge of the SASCM;
11. That, in observance of what is provided by section 5 of article 255 of the TUO of the LPAG, through Letter No. 3314-2025-SMV/11 of June 13, 2025, the Report was sent to the Issuer so that it could formulate its arguments within the period of five (5) business days;
12. That, in attention to said letter, through a writing of June 20, 2025, the Issuer presented its arguments to the Report. Stating the following in a summarized manner:
Charges 1 and 2
The Issuer states "(…) we require having in consideration the recognition of our responsibility and what is stated in the present missive, at the moment of issuing the respective resolution, since our company is not a recidivist in this type of infraction, likewise, and as we have well expressed, there has been no intent on the part of ETERNIT, for which we request you consider a sanction lower than that proposed in Report 629-2024-SMV/11.2, with respect to Charge 1 and Charge 2, to the issuance of the respective Resolution."; Charges 3 and 4 The Issuer states being in agreement with the archiving of Charges 3 and 4. Charges 5 and 6 The Issuer states: "(…) it must be taken into account that our company has recognized that despite having presented the resumes of our directors late, we have complied with the formality established in the regulation, specifying moreover, that at the date we do not have any pending issue to remedy and/or regularize, and that above all there has been no intent on the part of ETERNIT.";
III. Issues to determine
13. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infractions 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
14. That, article 30 of the TUO of the LMV establishes that: "The registration of a certain value 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 important events, including negotiations in progress, about itself, the value and the offer made of this one, as well as that of disclosing such events in a true, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the event occurs or the issuer takes knowledge of it, as the case may be." (Underline added);
15. That, in that sense, section 9.1 of article 9 of the Regulation on Important Events states: "The Issuer must inform its important 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. (…)";
16. That, likewise, section 5.1 of article 5 of the Regulation on Important Events states that: "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 to the Issuer the identification, qualification and classification of the information that could qualify as an important event (…). Any reference to the Annex in the present article, understand referred to Annex 1";
17. That, according to section 4 of Annex 1, which forms part of the Regulation on Important Events, it is stated that it constitutes an important event: "4. Appointment, dismissal and changes in the members of the board of directors and general management and/or their equivalent bodies.";
18. That, likewise, section 11 of Annex 1, of the cited Regulation establishes: "11. Appointment and resolution of contract with its audit firm.";
19. That, the infractions indicated above are classified in subsection 3.1, section 3, of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "Submit out of the established deadline, or do it in an incomplete manner, 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 intermediate financial statements, management report, special audit report, important events and, annual reports." (Underline added);
20. That, with regard to Financial Information and Annual Report, article 31 of the TUO of the LMV, which establishes the following:
"Article 31.- Financial Information
What is established 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 require from it and, necessarily, that indicated below:
a) Its financial states and indicators, with the minimum information that in a general way indicates the SMV, with a periodicity not greater than the quarter; and, b) Its annual report, with the minimum information that in a general way establishes the SMV. (…)". (Underline added);
21. It is worth specifying, that, the Norms on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to Entities Supervised by the SMV, approved through SMV Resolution No. 013-2023-SMV/01 (hereinafter, New Norms on Preparation, Presentation and Dissemination of FS); establish in its article 13 that issuers with values registered in the Public Registry of the Securities Market - RPMV must submit their individual audited annual financial statements with its corresponding audit report on the day they have been approved by the corresponding body, being the deadline for these purposes until March 31 of each year;
22. That, likewise, article 20 of the Norms on Preparation, Presentation and Dissemination of FS, which establishes that the annual report must be submitted on the day it has been approved by the corresponding body, being the deadline for these purposes until March 31 of each year;
23. That, the infractions indicated above are classified in subsection 3.1, section 3, of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "Submit out of the established deadline, or do it in an incomplete manner, 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 intermediate financial statements, management report, special audit report, important events and, annual reports." (Underline added);
24. That, with respect to the submission of Resumes, article 13 of the TUO of the LMV, establishes the following:
"Article 13.- Purpose.-
(…)
Legal entities registered in the Registry and issuers of values registered are obliged to submit the information that this law and other general provisions establish, being responsible for the truthfulness of said information.".
25. That, in that sense, article 5 of SMV Resolution No. 019-2021-SMV/01, modified by SMV Resolution No. 010-2022-SMV/01, states that:
"Article 5th.- Issuers with programs and/or values registered in the Public Registry of the Securities Market must submit the resume of each of the appointed directors, document that must contain updated information to the date of appointment of the said director, at least with respect to the following:
(i) Its main activity or occupation, which is that which generates the largest part of its annual income; and, (ii) Its participation as a member in other boards of directors, including the name of the society for which it performs said position.
Likewise, voluntarily, issuers may include information referring to the academic training and professional experience of the director, as well as any other additional information that it considers relevant for the market.
The resume of each of the appointed directors must be submitted within ten (10) business days following their appointment, observing the 'Technical Specifications of the Registration and Supervision Information System – SYRIS', approved by the Superintendent of the Securities Market.
Likewise, in the event that changes occur in the information within three (3) business days following having taken knowledge of said changes, observing the referred technical specifications". (Underline added).
26. That, the infractions indicated above are classified in subsection 3.1, section 3, of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "Submit out of the established deadline, or not submit, the documentation or information, different from that indicated in section 3.1., preceding to which they are obliged by the regulation or by requirement of the SMV or not send it according to the technical specifications, when applicable, or send it in an incomplete manner". (Underline added);
27. That, according to article 35 of the Sanctions Regulation, said infractions are sanctionable with a warning or fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2 Evaluation of the case
28. That, administrative file No. 2024038797,
which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2174- 2024-SMV/11.1 of June 20, 2024 (File No.
2024023652) and Memorandum No. 5404-2024-SMV/11.1 of December 30, 2024
(File No. 2024052000), the General Superintendency of Conduct Supervision (hereinafter, IGSC) —organ of the SMV that has within its functions and powers, the supervision of the compliance of the norms applicable to companies with values registered in the RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the reports of indications of infractions respective, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores

29. That, it must be borne in mind that the procedures and legal forms with which the IGSC conducts its audit and/or supervision activity and concludes with a report of indications of infractions, determine that its pronouncement or opinion on a specific supervision topic - which may even contain a decision, such as the adoption of corrective measures - is an opinion on the merits of the matter; it being specified that said opinion and the IGSC's report of indications of infractions are not binding on the IGCC, as established in the second paragraph of Article 9 of the Sanctions Regulation 45;

30. That, in this way, it is understood that in the evaluation of the facts related to the present PAS, two (2) other bodies of the SMV have intervened and participated prior to the issuance of this resolution, functionally independent from each other and from this Office; first the IGSC, which at the time reported the indications of infractions through the aforementioned memorandums, and then the IGCC, which, as a result of its evaluation, formulated the Statement of Charges and the Report; and at this point in the PAS, the SASCM Office corresponds to issuing a pronouncement containing its decision regarding the mentioned charges, it being necessary to indicate that due to their nature, it will be a single-instance administrative decision for the non-compliance referred to the timeliness of presenting periodic and eventual information (Charges 1, 2, 3 and 4). Whereas, it will be a first-instance administrative decision for the non-compliance referred to the omission of presenting directors' resumes (Charges 5 and 6);

31. That, it should be clarified that the Issuer, by maintaining values registered in the RPMV, is obliged to observe and comply with the regime of communication and revelation of information strictly, referring to the presentation of periodic and eventual information in a clear, truthful, sufficient, and timely manner;

4 In Article 245 of the TUO of the LPAG, the following forms or modes in which the audit activity could conclude are indicated: 1) Certificate of conformity of the activity developed by the regulated party; 2) Recommendation of improvements or corrections of the activity developed by the regulated party; 3) The warning of the existence of non-compliances not susceptible of warranting the determination of administrative responsibilities; 4) The recommendation to initiate a procedure to determine the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

“Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (…) When these bodies conclude that there are sufficient indications of possible administrative infractions, they send the corresponding reports to the General Superintendencies of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If so, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions within the scope of the Participatory Financial Financing Activity Regulation and its Managing Societies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether or not to initiate an administrative sanctioning procedure. (…).”

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores

32. That, compliance with the obligation regarding the presentation of truthful, sufficient, and timely eventual information by issuers of values registered in the RPMV is essential for the transparency of the securities market and its proper functioning. In this sense, information transparency is a protected legal good, as it guarantees that all participants have timely, real, and reliable information to make informed investment decisions appropriately, so its protection is indispensable to maintain investor confidence and preserve the integrity of the securities market;

33. That, we proceed with the evaluation of the infractions subject of the present PAS:
    Charges No. 1 and 2

34. That, through a written defense, the Issuer expressly acknowledged responsibility for the late presentation of the important events attributed in the Statement of Charges referred to: (i) the late communication of the important event referred to the dismissal of Mr. Alonso Carlos Honorio Malásquez, in the position of alternate director; as well as the appointment of Mr. Fabio Pereira Lins, in the position of alternate director, which should have been communicated on August 21, 2024 (date of the board meeting agreement) (Charge No. 1), and (ii) the late communication of the important event referred to the appointment of Navarrete y Asociado Contadores Públicos Sociedad Civil Audit Society (for the economic year 2024, which should have been communicated on August 21, 2024 (date of the board meeting agreement) (Charge No. 2);

Charges No. 3 and 4

35. That, in his written defense, the Issuer stated that the lateness in presenting financial information was due to an error or failure in the SMV's MVNet platform, since March 26, 2024, the system did not allow the Issuer to publish said information;

36. That, regarding this, the Issuer attached as evidence the chain of emails exchanged with SMV technical support. These have been valued, noting that the Issuer maintained communication with SMV technical support, from when the inconvenience with the MVNet System occurred on March 26, 2024, until April 1, 2024; observing that the Issuer was unable to upload, sign, and submit the financial information subject of charges to the SMV; it is even observed that on April 1, 2024 at 6:23 p.m., 2 business days later, the attention ticket for the presented problems was still under review by the SMV technical support area;

37. That, in this sense, it is evident that the Issuer acted diligently and tried to solve the inconveniences generated by the MVNet System and, once enabled by the SMV technical support area, after several attempts, managed only on April 2, 2024 at 9:02 a.m. to present the financial information for the 2023 fiscal year;

38. That, from what has been stated, it is determined that regarding Charges No. 3 and 4, such inconveniences in the SMV's MVNet System were attributable not to the Issuer and it was an extraordinary, unforeseeable, and irresistible event;

39. That, consequently, it is considered that there is grounds for the application of letter a) of Article 27 of the Sanctions Regulation, which establishes the following:

“Article 27.- EXEMPTIONS FROM LIABILITY FOR INFRACTIONS The following constitute conditions exempting liability for infractions:
a) Force majeure, fortuitous event, or another exceptional situation that, in the opinion of the SMV, is comparable to a duly proven fortuitous event or force majeure.
(…);”

40. That, regarding that charge, the filing of the administrative sanctioning procedure is required in the extent related to Charges No. 3 and 4, in accordance with letter d) of Article 16 of the Sanctions Regulation 7, concordant with the final part of numeral 5 of Article 255 of the TUO of the LPAG 8;

Charges No. 5 and 6

41. That, through a written defense, the Issuer expressly acknowledged responsibility for having presented in a late manner the important events attributed in the Statement of Charges referred to: (i) Through the important event of March 26, 2024, he informed the SMV of the appointment of Mr. German Gómez Raad, in the position of director according to the Annual Mandatory Board Meeting of the same day; however, he did not present the resume within the period of ten (10) business days subsequent to his appointment, that is, April 11, 2024 (Charge No. 5), and (ii) Through the important event of August 27, 2024, he informed the SMV of the appointment of Mr. Fabio Pereira Lins, in the position of alternate director, according to the Board Meeting of August 21, 2024; however, he did not present the resume within the established period, that is, September 5, 2024 (Charge No. 6);

“Article 16.- INSTRUCTIVE PHASE
(…) d) The instructive phase concludes with the formulation of a report by the General Superintendencies of Compliance, in which it is determined, in a motivated manner, the conduct considered proven constitutive of infringement, the norm that provides for the imposition of a sanction and the proposed sanction or the proposal for declaration of non-existence of infringement, mentioning that the pronouncement is made based on the elements existing on that date, as appropriate. (…)”

“Article 255.- Sanctioning Procedure
Entities in the exercise of their sanctioning power adhere to the following provisions: (…) 5. Concluded, if applicable, the collection of evidence, the instructor authority of the procedure concludes determining the existence of an infringement and, therefore, the imposition of a sanction; or the non-existence of infringement. The instructor authority formulates a final instruction report in which it is determined, in a motivated manner, the conduct considered proven constitutive of infringement, the norm that provides for the imposition of a sanction; and, the proposed sanction or the declaration of non-existence of infringement, as appropriate. (…)”

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores

42. That, consequently, what was described above proves the conduct constitutive of the infractions for the omission of presenting directors' resumes;

Acknowledgment of Responsibility

43. That, on this particular, the Issuer, outside the period granted to formulate defenses to the Statement of Charges, expressly acknowledged his responsibility for the commission of the four (04) infractions referred to the late communication of important events (Charges No. 1 and 2) and those referred to the omission of presenting directors' resumes (Charges 5 and 6);

44. That, regarding this, it is necessary to indicate that, pursuant to numeral 2 of letter a) of Article 26 of the Sanctions Regulation 9;
    the acknowledgment of responsibility made within the period granted to present defenses only constitutes a mitigating condition of responsibility, not an exemption;

45. That, in the present PAS, the acknowledgment of responsibility for the infractions referred to in Charges No. 1, 2, 5 and 6, imputed to the Issuer, is considered as a mitigating condition of responsibility, so the sanctions applicable to these infractions, if they are fines, must be reduced by thirty percent (30%);

Remediation of Infractions Subsequent to the Start of the PAS

46. That, in the written arguments, the Issuer invokes the application of the mitigating condition of responsibility for infractions by remediation performed subsequent to the start of the PAS, pursuant to letter c) of Article 26 of the Sanctions Regulation 10;

47. That, regarding this, it is necessary to indicate that, as has been pointed out, to date, the Issuer has complied with remedying the four (4) infringing conduct matters of Charges No. 1, 2, 5 and 6;

48. That, in this sense, the remediation performed subsequent to the start of the present PAS is considered as a mitigating condition of responsibility. However, the norm does not indicate the percentage of discount in case the sanctions applicable to these infractions are fines;

“Article 26.- MITIGATING CONDITIONS OF LIABILITY FOR INFRACTIONS The following constitute mitigating conditions of liability for infractions:
a) Express and written acknowledgment of responsibility by the offender, once the administrative sanctioning procedure has begun.
When the applicable sanction is a fine, it is reduced, taking into account the following:
(…)
2. If the acknowledgment is presented after the expiration of the period granted for the presentation of defenses and before the expiration of the period granted to formulate allegations to the instruction report, the amount of reduction will be thirty percent (30%).
(…).”

“Article 26.- MITIGATING CONDITIONS OF LIABILITY FOR INFRACTIONS The following constitute mitigating conditions of liability for infractions:
(…) c) Remediation performed subsequent to its request or to the start of the administrative sanctioning procedure.”

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores

49. That, the application of this mitigating condition will be analyzed in the corresponding section on Determination of the Sanction in this Resolution;

50. That, therefore, having proven the four (4) conduct constitutive of the infractions mentioned above and determined the administrative responsibility of the Issuer regarding these infractions, it corresponds to determine the proposed sanction in attention to what is provided by the principle of reasonableness, as well as to the provisions applicable to the mitigating conditions of responsibility for infractions, referred strictly to the acknowledgment of responsibility for infractions and to the remediation performed subsequent to the start of the PAS;

V. Determination of the Sanction

51. That, the late communication of important events is typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that light infractions constitute:

“Present outside the established period, or do so incompletely, or without observing the technical specifications approved by the SMV or without communicating approval by the corresponding corporate body, 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, individual or consolidated audited financial information, individual or consolidated interim financial statements, management report, special audit report, important events, and annual reports.” (Underlining added);

52. That, regarding the omission in presenting the directors' resumes, it is typified in subsection 3.6 of numeral 3 of Annex I of the Sanctions Regulation, which states that light infractions constitute: “Present outside the period, or not present the documentation or information, other than that indicated in the preceding numeral 3.1 to which they are obliged by the regulation upon request of the SMV or not send it according to the technical specifications, when appropriate, or send it incompletely” (Underlining added);

53. That, according to what is established in Article 35 of the Sanctions Regulation, these infractions are sanctionable with admonition or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

54. That, in order to determine the sanction to be imposed on the Issuer, the sanctioning criteria established in Article 344 of the TUO of the LMV, numeral 3) of Article 248 of the TUO of the LPAG and what is provided by Article 25 of the Sanctions Regulation (hereinafter, Sanctioning Criteria) must be taken into account;

55. That, in addition to the previously cited norms, regarding late communication, the Gradual Sanctioning Regime for Late Presentation of Important Events and Resumes approved by SMV Resolution No. 007-2023-SMV/01, valid at the time of the commission of the infractions, must be taken into account;

SANCTIONING CRITERIA

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores

56. That, having determined the commission of the imputed infractions, it corresponds to evaluate the sanction in accordance with 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 sanction graduation criteria: (i) the issuer's sanction history, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion on 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 non-existence of intent in the offender's conduct;

57. That, in application of the aforementioned norms, we will proceed to evaluate the sanctioning criteria;

58. That, regarding the criterion of the gravity 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 values 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;

59. That, regarding the sanction history, letter a) of Article 25 of the Sanctions Regulation establishes that the offender's history consists of sanctions imposed on him by the SMV that became final within the four (4) years prior to the moment of the commission of the infraction to be sanctioned. It also states that the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered history. In application of this criterion, it has been verified that the Issuer has sanction history as detailed in the Report;

60. That, regarding recidivism, for the commission of the same infraction, it has been verified that there is no recidivism on the part of the Issuer, in the terms referred to in letter b) of Article 25 of the Sanctions Regulation, which provides that there is 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;

61. That, regarding the criterion of circumstances of the commission of the infraction, it must be indicated that from the verification of the information disseminated on the SMV Institutional Page, the following is noted:

Charge No. 1
The Issuer communicated late the important event referred to the dismissal of Mr. Alonso Carlos, Honorio Malásquez in the position of alternate director; as well as, the appointment of Mr. Fabio Pereira Lins in the position of alternate director, which should have been communicated on August 21, 2024; nevertheless, it was communicated on August 27, 2024, with six (6) days of delay.

Charge No. 2
The Issuer communicated late the appointment of Navarrete y Asociados Contadores Públicos Sociedad Civil Audit Society, for the economic year 2024, which should have been communicated on August 21, 2024 (date of the Board Meeting agreement); nevertheless, it was communicated on November 21, 2024, with ninety-two (92) days of delay.

Charges No. 5 and 6
Regarding the directors' resumes, although the Issuer did not present such information within the established period, it must be indicated that the Issuer regularized such situation and presented said information to the SMV on April 10, 2025;

62. That, regarding the existence of damage caused and its repercussion on the market, it must be noted that it has not been evidenced that there has been a quantifiable damage, understood as an economic damage caused to one or more investors;

63. That, regarding the illegally obtained benefit resulting from the commission of the infraction, in the present case there are not enough elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infractions under evaluation;

64. That, regarding the probability of detection of the infraction, the referred non-compliances corroborate them through control actions of the SMV itself, so the probability of detection is high;

65. That, regarding the existence or non-existence of intent in the offender's conduct, it can be noted that there are not enough 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 informed that the conduct was negligent, by not acting with the diligence expected given obligations already known by him;

66. That, consequently, considering that the New Gradual Sanctioning Regime entered into force on January 1, 2024 and the present PAS was in process (instruction phase), the application of this new regulation corresponds for the determination of the sanction to be imposed for the non-compliances indicated in Charges 1 and 2 detailed in the Statement of Charges, which were committed subsequently to the date of entry into force of the New Gradual Sanctioning Regime;

67. That, in this sense, regarding the antecedents, the New Gradual Regime states that “The amount resulting from the application of the guidelines contemplated in numeral 6.2 can 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 infraction. Therefore, in application of the new regulation, one percent (1%) will be increased for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). In the present case, it is observed that the Issuer has sanction history;

68. That, regarding recidivism, the New Gradual Regime states that “The amount resulting from the application of the guidelines contemplated in numeral 6.2 can be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; in this sense, it will be increased by five percent (5%) when the Issuer has one (1) sanction resolution that grants

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores recidivism or ten percent (10%) when it has two (2) or more sanction resolutions granting recidivism by the Issuer;
69. That, taking into account the analysis of the Sanction Criteria and what this Adjunct Superintendency evaluated regarding Charges No.
1 and 2, individually with respect to each infringement, it corresponds to impose on the Issuer the following:
a) Sanction with a fine of 2.5 UIT equivalent to S/ 12,875.00 (Twelve Thousand Eight Hundred Seventy Five and 00/100 Soles), for the late submission of the important event referred to the cessation of Mr. Alfonso Carlos, Honorio Malásquez in the position of alternate director; as well as, the appointment of Mr. Fabio Pereira Lins in the position of alternate director, which should have been communicated to the SMV on August 21, 2024. (Charge No. 1). b) Sanction with a fine of 6 UIT equivalent to S/ 30,900.00 (Thirty Thousand Nine Hundred and 00/00 Soles), for the late submission of the important event referred to the appointment of the Audit Firm Navarrete y Asociado Public Accountants Civil Society for the economic year 2024, which should have been communicated on August 21, 2024. (Charge No. 2);
70. That, for the aforementioned reasons, with respect to the infringements incurred by the Issuer regarding the important events,
it corresponds to impose a total fine of 8.50 UIT 11 equivalent to S/ 43,775.00 (Forty-three Thousand Seven Hundred Seventy-five and 00/100 Soles);
71. That, with respect to the infringements incurred by the Issuer described in Charges No. 5 and 6, it corresponds to impose a reprimand sanction for each of them;
ON THE APPLICATION OF THE MITIGATING FACTOR FOR ACKNOWLEDGMENT OF RESPONSIBILITY
72. That, in accordance with letter a) of article 26 of the Sanctions Regulation, it constitutes a mitigating condition of responsibility for infringements the acknowledgment of responsibility by the offender in an express and written manner, once the Administrative Procedure (PAS) has begun;
73. That, as noted previously, the Issuer stated in its defense writing that it assumed its responsibility in an express and written manner with respect to Charges No. 1, 2, 5 and 6; therefore, it corresponds to apply a reduction amount of 30%, in accordance with numeral 2) of letter a) of article 26 of the Sanctions Regulation, given that the acknowledgment of the infringements was presented outside the deadline granted for the submission of defenses;
74. That, in that sense, it corresponds to reduce by 30% the initially proposed fine of 8.5 UIT;
ON THE APPLICATION OF THE MITIGATING FACTOR FOR REMEDIATION OF THE INFRINGEMENTS SUBSEQUENT TO THE BEGINNING OF THE PAS

11 By Supreme Decree No. 309-2023-EF, the value of the UIT was set at S/ 5,150.00 (Five Thousand One Hundred Fifty and 00/100 Soles).

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
75. That, in accordance with letter c) of article 26 of the Sanctions Regulation, it constitutes a mitigating condition of responsibility for infringements the remediation of the infringements subsequent to the beginning of the PAS;
76. That, as has been indicated, the Issuer requested in its allegations writing the application of this mitigating factor. In that sense, even though this mitigating factor is not determined regarding the percentage of discount in case the applicable sanctions for these infringements are fines, in consideration of the principle of reasonableness, it is considered that the applicable sanctions for these infringements, if they are fines, must be reduced by an additional 5% to the reduction carried out for the acknowledgment of responsibility on infringements developed in the previous section;
77. That, in that sense, it corresponds to reduce by an additional 5% to the reduction carried out for the acknowledgment of responsibility on infringements developed in the previous section;
78. That, according to what is indicated, in application of the mitigating factors for acknowledgment of responsibility on infringements and remediation subsequent to the beginning of the PAS; it will correspond to reduce by a total of 35% the fine sanction to be imposed;
79. That, consequently, the fine sanction to be imposed on the Issuer for the non-compliance with Charges No. 1 and 2, amounts to 5.52 UIT 12 equivalent to S/ 28,428 (Twenty-eight Thousand Four Hundred Twenty-eight and 00/100 Soles), 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 1º.- Declare that EMPRESA PERUANA ETERNIT S.A. did not incur in infringements regarding the charges of presenting in a late manner: (i) the Individual Audited Annual Financial Statements and their corresponding audit report for the economic year 2023 and, (ii) the Annual Report for the economic year 2023, having accredited the exemption from responsibility due to an exceptional situation of force majeure, for the arguments exposed in the reasoning part of this Resolution. Therefore, its filing is appropriate in this regard.
Article 2º.- Declare that EMPRESA PERUANA ETERNIT S.A. has incurred two (2) infringements of a light nature typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01 for: (i) not communicating in a timely manner the important event referred to the cessation of Mr. Alfonso Carlos Honorio Malásquez, in the position of alternate director; as well as, the appointment of Mr. Fabio Pereira Lins, in the position of alternate director and, (ii) not communicating the appointment of the Audit Firm Navarrete y Asociados Public Accountants Civil Society, for the economic year 2024.

12 By Supreme Decree No. 309-2023-EF, the value of the UIT was set at S/ 5,150.00 (Five Thousand One Hundred Fifty and 00/100 Soles).

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Article 3º.- Sanction EMPRESA PERUANA ETERNIT S.A. with a fine of 5.52 UIT equivalent to S/ 28,428 (Twenty-eight Thousand Four Hundred Twenty-eight and 00/100 Soles), pursuant to article 2° of this Resolution.
Article 4º.- Declare that EMPRESA PERUANA ETERNIT S.A. has incurred two (2) infringements of a light nature, typified in subsection 3.6 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01, for not submitting the Curricula Vitae of its directors.
Article 5º.- Sanction EMPRESA PERUANA ETERNIT S.A. with two (2) reprimands, pursuant to article 4° of this Resolution.
Article 6º.- This Resolution does not exhaust the administrative route, it may be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration or appeal resource, administrative resources recognized in article 218 of the Single Text of the General Administrative Procedure Law – Law N° 27444, approved by Supreme Decree N° 004-2019-JUS, within the term of fifteen (15) business days, counted from the day following its notification. In case this Resolution is not challenged, the regime for reduction of the corresponding sanction may be accepted.
Article 7º.- In case this Resolution is not subject to challenge, it must be published on the “Institutional Page of the SMV 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 diffusion of normative projects, legal norms of a general character, early agenda and other administrative acts of the SMV”, approved by SMV Resolution N° 014-2014-SMV/01, and by what is provided in the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution N° 035-2018-SMV/01.
Article 8º.- Transcribe this Resolution to EMPRESA PERUANA ETERNIT S.A.
Register, communicate and publish,
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision