Circular No. 031-2026-SMV/11.1: Orientative Audit Guide on Issuers' Material Events Regime

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunity for Women and Men" Av. Paseo de la República 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml San Isidro, January 20, 2026

CIRCULAR NO. 031-2026-SMV/11.1

Gentlemen
Issuers under the General Regime
Present:-
Ref.: File No. 2026002288

We address you regarding the legal mandates established fundamentally in Articles 1, 102, 123 and 304 of the Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, TUO LMV), by virtue of which your represented entity, as an issuer society with values registered in the Public Registry of the Securities Market-RPMV (hereinafter, Issuer), is obligated to disclose as material events (hereinafter, ME) all relevant information regarding itself, its values and the offer made thereof; complying with the requirements of truthfulness, sufficiency and timeliness, and observing the requirements established in the Regulation on Material Events and Insider Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, ME Regulation).

Within the framework of the functions and competencies of the General Superintendent of Conduct Supervision (IGSC), established in Articles 45 and 46 paragraphs 17 and 39A of the Organization and Functions Regulation of the Securities Market Superintendence - ROF, approved by Supreme Decree No. 216-2011-EF and its modifying norms; mainly those related to the supervision of compliance with the obligation to communicate material events by Issuers; it has been considered necessary to prepare the attached document titled "ORIENTATIVE AUDIT GUIDE ON THE MATERIAL EVENTS REGIME OF ISSUERS: RELEVANCE CRITERIA AND TRANSPARENCY DUTIES", and notify it through this circular, in order to serve as a guide for your represented entity on the legal provisions required in this matter; and on the most transcendent points, which in the opinion of the General Superintendent of Conduct Supervision of the SMV, should be of interest to issuers and their governing bodies, regarding the main issues they must consider to comply with their duty and obligation to report their material events.

It is important to highlight that although this document has been formulated under the character of an Audit Guide; it must be kept in mind that this, in essence, reflects what is established regarding the Regime of material events of Issuers, both in the TUO LMV and in the ME Regulation, so the emphases detailed therein must be evaluated and applied, as appropriate, to comply with their duty and legal obligation to communicate their material events to the SMV and the market.

This circular is issued within the framework of orientative audit actions, referred to in Article 245 of the Single Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS;

1 "Article 1.- Purpose and Scope of the Law.- The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor. (...)" 2 "Article 10.- Quality of Information.- All information that by provision of this law must be presented to the SMV, to the stock exchange, to the entities responsible for centralized mechanisms or to investors, must be truthful, sufficient and timely. Once the information is received by these institutions, it must be made immediately available to the public." 3 "Article 12.- Market Transparency.- Any act, omission, practice or conduct that attacks the integrity or transparency of the market is prohibited, such as:
(...) c) Providing false or misleading information regarding the situation of a value or financial instruments, its issuer or its businesses, which by its nature, is capable of influencing the liquidity or the price of said value or financial instrument, (...)" 4 "Article 30.- Material Events.- The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, the respective stock exchange or entity responsible for the management of the centralized mechanism, of material events, including negotiations in progress, regarding itself, the value and the offer made thereof, as well as to disseminate such events in a truthful, sufficient and timely manner. The information must be provided to these institutions and disseminated as soon as the event occurs or the issuer becomes aware of it, as the case may be. The importance of an event is measured by the influence it may exert on a reasonable investor to modify their decision to invest or not in the value."

PERÚ Ministry of Economy and Finance

and does not require a response.
Finally, your represented entity is reminded that, in observance of the cited regulations, it must comply with its obligation to keep the market informed regarding any act, event or set of circumstances with significant influence capacity, taking the necessary measures to ensure full compliance with the obligations emanating from the securities market regulations.

5 "Article 46.- Specific functions of the General Superintendent of Conduct Supervision:
(...)
17. Conduct and carry out the supervision and monitoring of entities under its competence with a risk-based approach; (...)"
6 "Article 245.- Conclusion of audit activity
(...)
245.2. Entities will endeavor to carry out some audits only with an orientative purpose, that is, for the identification of risks and notification of alerts to the regulated parties with the purpose of improving their management."

PERÚ Ministry of Economy and Finance

Without further particulars, we remain at your disposal.

Sincerely,

Alix Godos
General Superintendent
General Superintendent of Conduct Supervision

PERÚ Ministry of Economy and Finance

ORIENTATIVE AUDIT GUIDE ON THE MATERIAL EVENTS REGIME OF ISSUERS: RELEVANCE CRITERIA AND TRANSPARENCY DUTIES

PERÚ Ministry of Economy and Finance

EXECUTIVE SUMMARY

Legal Framework and Institutional Context
The General Superintendent of Conduct Supervision (IGSC) issues this circular as part of its orientative audit actions, based on the TUO of the LMV and the ME Regulation. The objective is to guide Issuers on compliance with their legal obligation to report all relevant information under the principles of truthfulness, sufficiency and timeliness. Transparency is defined as an indispensable requirement for the existence of the market, and is necessary for the protection of investors and ensures fair treatment of shareholders.
The Relevance Test: Criteria for Comprehensive Evaluation
An event qualifies as "material" if it has the capacity to significantly influence a reasonable investor's decision to buy, sell or hold a value, or if it affects its liquidity and price. The analysis must be Ex Ante (predictive) and combine quantitative and qualitative rigor:
Quantitative Analysis: Focuses on the magnitude of the financial impact on the Issuer's financial statements. It evaluates whether the event affects significant percentages of net income (EBITDA), total assets, equity or available cash. The legislation does not establish a minimum numerical threshold; therefore, the use of internal "reference parameters" does not exempt the issuer from its legal responsibility to report its material events. Qualitative Analysis: Is fundamental because events of low economic magnitude can be relevant by their nature. It includes evaluating risks to business continuity, changes in governance, unexpected extraordinary factors or information that corrects previous reports. External Factors and Reputation: It must be analyzed whether the event calls into question the integrity of the governing bodies or compliance with ESG regulations. Likewise, if the information is already circulating in the media or social networks, the Issuer must evaluate confirming or denying it officially.
Negotiations in Progress
The obligation to communicate a ME arises from the moment there is a reasonable probability that an event or negotiation advances towards its realization.
Anticipation: The Issuer must not wait for the definitive closing to inform; late communication on the day of the closing reduces the plausibility of compliance with the duty to inform.
Insider Information: If premature disclosure causes real harm, the Board of Directors (with the vote of 3/4 of its members) may assign the character of reserved to the fact under Article 36 of the TUO LMV.
Guidelines on Annex 1 of the Regulation
Annex 1 is an enumerative and referential list, not a closed or exhaustive list.
Scope: If an act (such as the development of disruptive technology) is not on the list but has the capacity to influence the market, it must be reported obligatorily.

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Evaluation: The scenarios of Annex 1 must be communicated as ME when they exceed the relevance analysis.

Analysis of Critical Reporting Obligations
Three specific areas where compliance risks have been detected are emphasized:
Changes in Results or Equity (Paragraph 12): This is a distinct obligation from the presentation of Financial Statements (FS). The Issuer must report relevant changes and their reason as soon as it becomes aware, without waiting for the quarterly deadlines for the delivery of FS.
Final Sanctions (Paragraph 32): Must be reported adequately detailing the authority, the nature of the infringement, the amount and the estimated financial impact. In Financial System Companies, the analysis is more sensitive because sanctions directly affect capital ratios and system confidence.
Judicial and Arbitral Processes (Paragraph 33): Report is required at two moments: at the beginning (when the lawsuit is notified or arbitration begins) and at the final result (when the sentence or award is notified). Confidentiality agreed between parties does not prevail over securities market transparency regulations.
Control, Supervision and Due Diligence
The SMV may use Financial Statements under IFRS as a tool for subsequent verification, as these reveal events that should have been reported previously as ME. The Issuer must act under the principle of Due Diligence, which implies having continuous monitoring systems and, in case of doubt, always opting for the disclosure of information. Non-compliance with these obligations is subject to administrative sanctions in accordance with the Sanctions Regulation.

PERÚ Ministry of Economy and Finance

ORIENTATIVE AUDIT GUIDE ON THE MATERIAL EVENTS REGIME OF ISSUERS: RELEVANCE CRITERIA AND TRANSPARENCY DUTIES

LEGAL BASIS

In Article 1 of the Concordant Single Text of the Organic Law of the SMV, approved by Decree Law No. 26126, it is established:
"Article 1. Definition, purpose and functions of the Securities Market Superintendence (SMV).- The Securities Market Superintendence (SMV) is a specialized technical body attached to the Ministry of Economy and Finance whose purpose is to ensure the protection of investors, the efficiency and transparency of the markets under its supervision, the correct formation of prices and the dissemination of all information necessary for such purposes, through regulation, supervision and promotion. (...) The functions of the Securities Market Superintendence (SMV) are the following:
a. Issue the legal norms that regulate matters of the securities market, product market and collective fund system. b. Supervise compliance with the legislation of the securities market, product market and collective fund systems by natural and legal persons participating in said markets.
(...)
".

In Articles 1, 7 and 10 of the TUO LMV, it is provided:
"Article 1.- Purpose and Scope of the Law.- The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor.
Public offers of securities and their issuers, public offer securities, intermediation agents in the securities market, stock exchanges, securities clearing and settlement institutions, securitization societies, mutual investment funds in securities, investment funds and, in general, the other participants in the securities market, as well as the supervision and control body, are included in this law. Unless expressly stated otherwise, its provisions do not extend to private offers of values. (...) "Article 7.- Control and Supervision.- The Securities Market Superintendence (SMV) is the public institution responsible for the supervision and control of compliance with this law. The aforementioned institution is empowered to, adhering to the norms of common law and the general principles of law, administratively interpret the scope of the legal provisions related to the matters addressed in this law. It is also empowered to issue the corresponding regulations. (...) "Article 10.- Quality of Information.- All information that by provision of this law must be presented to the SMV, to the stock exchange, to the entities responsible for centralized mechanisms or to investors, must be truthful, sufficient and timely. Once the information is received by these institutions, it must be made immediately available to the public."

Therefore, in Peru, by mandatory mandate of the law, the SMV has legal powers to supervise the regime of material events of Issuers.
The General Superintendent of Conduct Supervision is the specialized technical body of the SMV that has the specific and exclusive legal competence to supervise — with a risk-based approach — the material events that are communicated and/or disseminated by or regarding Issuers, in accordance with what is established in Article 45 and Article 46 paragraphs 17 and 39A of the Organization and Functions Regulation - ROF of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments.

PERÚ Ministry of Economy and Finance

In exercise of those competencies and of the functions of the General Superintendent of Conduct Supervision of the SMV, this document is issued.

In addition, this guide is issued within the framework of the orientative audit actions of the General Superintendent of Conduct Supervision of the SMV, established in Article 245 of the Single Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS.

Orientative audit is a stage of the supervision process whose purpose is to prevent infringements before initiating investigation processes or reporting indications of possible commission of transgressions to the norms of the securities market under the competence of the General Superintendent of Conduct Supervision of the SMV (Preventive Supervision).

In addition, since the General Superintendent of Conduct Supervision is the body of the SMV with legal competence to supervise the material events of Issuers and to report indications of possible infringements on this matter, by the administrative principles of efficacy and predictability, it also has the faculty, knowledge and experience to be able to guide Issuers on how they could avoid such infringements, among others, by disseminating the main criteria it applies when evaluating the information disseminated about them that could qualify or not as material events, as well as to disseminate the criteria it has known, Issuers apply in relation to compliance with their obligation to communicate their material events.

7 "Article 245.- Conclusion of audit activity
(...)
245.2. Entities will endeavor to carry out some audits only with an orientative purpose, that is, for the identification of risks and notification of alerts to the regulated parties with the purpose of improving their management."

PERÚ Ministry of Economy and Finance

This guide is not a regulatory norm of general scope to Issuers, but a notification of technical criteria and recommendations intended for Issuers as subjects under direct supervision of the General Superintendent of Conduct Supervision of the SMV.

GENERAL BASIC CONSIDERATIONS

As developed in ANNEX A, the public dissemination of all relevant information or material events of Issuers participating in the securities market is a need and regulatory requirement that has as a fundamental legitimacy criterion that material events are the essential determining and indispensable factor for the existence and development of any securities market. The material events disseminated by Issuers are also a representation and indicator of the level of INFORMATION TRANSPARENCY of a securities market. From an economic and legal point of view, information transparency is consubstantial to the securities market; a real securities market cannot be conceived without transparency. Transparency is the "oxygen" of the securities market; without it, the system would collapse because investors would withdraw their capital as they would not have a solid base (information) to make decisions.

In addition, Information Transparency is a principle and fundamental pillar of good corporate governance practices:

There can be no securities market without information transparency or without material events of Issuers; and that is their main priority, as they are the sample of their ethical behavior; of fair treatment of their shareholders; they are indispensable for the protection of investors; they allow shareholders and investors to exercise their rights with full knowledge, and to know and evaluate the value and risks of the issuer; among others.
Information transparency is transversal to all other good corporate governance practices of a company that favor the integrity of the market and the sustainability of the system; said transparency is a powerful tool for good behavior of these; it improves valuation and increases

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valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

The SMV, in the exercise of its supervisory functions, has the power to verify that Issuers comply with their obligation to disclose material events. In this sense, the SMV has issued various regulations and guidelines to standardize the disclosure of information, such as the ME Regulation, which establishes the specific events that must be reported, the format and the deadlines for such reporting.

The SMV has also established mechanisms for the supervision and control of the disclosure of material events, including the use of technology to monitor the dissemination of information in real time. In addition, the SMV has the power to impose sanctions on Issuers that fail to comply with their disclosure obligations, which may include fines, suspension of trading of their securities and even the cancellation of their registration in the Public Registry of Securities.

It is important to note that the obligation to disclose material events is not limited to the Issuer itself, but also extends to its directors, officers and other agents who have access to relevant information. These individuals must act with diligence and loyalty, ensuring that the information is disclosed in a timely and accurate manner.

The SMV encourages Issuers to adopt best practices in corporate governance and information transparency, such as the establishment of internal committees to evaluate the relevance of events, the implementation of internal controls to ensure the accuracy of information, and the training of personnel involved in the disclosure process.

In conclusion, the disclosure of material events is a fundamental obligation of Issuers in the securities market, which serves to protect investors and ensure the integrity and efficiency of the market. The SMV plays a crucial role in supervising and controlling compliance with this obligation, and has the power to impose sanctions on Issuers that fail to comply with their disclosure duties. Issuers must be aware of their obligations and adopt best practices to ensure the transparency and reliability of the information they disseminate to the market.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

The regime of material events is a set of legal and regulatory norms that establish the obligation of Issuers to disclose to the market any event or fact that may have a significant impact on their financial situation, business development or the price of their securities. This obligation is based on the principle of transparency, which requires that all relevant information be made available to investors in a timely and accurate manner.

The definition of material event is established in Article 30 of the TUO LMV, which states that a material event is any fact or event that may influence the decision of a reasonable investor to buy, sell or hold a security. The importance of an event is measured by its potential impact on the investor's decision.

The scope of the material events regime includes all Issuers with securities registered in the Public Registry of Securities, regardless of their size or sector of activity. This obligation applies to both listed and unlisted Issuers, as long as they have securities registered in the Public Registry.

The material events regime also applies to events that occur outside the Issuer's territory, as long as they have a significant impact on the Issuer's financial situation or business development. In this sense, the SMV has the power to supervise the disclosure of material events by Issuers operating in foreign markets.

1.2. Relevance Criteria

The determination of whether an event is material requires a comprehensive analysis that considers both quantitative and qualitative factors. The quantitative analysis focuses on the magnitude of the financial impact of the event on the Issuer's financial statements, while the qualitative analysis considers the nature of the event and its potential impact on the Issuer's business development, reputation and governance.

The SMV has established that there is no minimum numerical threshold to determine the materiality of an event. Therefore, Issuers must evaluate each event on a case-by-case basis, considering its specific circumstances and potential impact on the market.

The quantitative analysis should consider the impact of the event on key financial indicators, such as net income, total assets, equity and cash flow. The qualitative analysis should consider factors such as the nature of the event, its potential impact on the Issuer's business model, its reputation and its governance structure.

The SMV has also established that the relevance of an event must be evaluated from an Ex Ante perspective, that is, based on the information available at the time the event occurs or becomes known to the Issuer. This means that Issuers must not wait for the final outcome of an event to determine its materiality, but must evaluate its potential impact based on the information available at the time.

1.3. Disclosure Obligations

The obligation to disclose material events arises from the moment the Issuer becomes aware of the event or has a reasonable probability that the event will occur. Issuers must disclose material events in a timely and accurate manner, ensuring that the information is made available to investors as soon as possible.

The disclosure of material events must be made through the mechanisms established by the SMV, such as the Public Registry of Securities and the websites of the stock exchanges. Issuers must also ensure that the information is disseminated to all investors in a fair and non-discriminatory manner.

The disclosure of material events must include all relevant information about the event, including its nature, its potential impact on the Issuer's financial situation and business development, and any other information that may be relevant to investors' decision-making.

Issuers must also disclose material events that are related to negotiations in progress, even if the event has not yet been finalized. In this sense, the obligation to disclose arises from the moment there is a reasonable probability that the event will occur.

1.4. Insider Information

In some cases, the disclosure of a material event may cause harm to the Issuer or its shareholders. In such cases, the Issuer may request that the event be classified as insider information, in accordance with Article 36 of the TUO LMV.

The classification of an event as insider information requires the approval of the Board of Directors, with the vote of at least three-quarters of its members. The Issuer must justify the need to classify the event as insider information, demonstrating that the disclosure of the event would cause real harm to the Issuer or its shareholders.

The classification of an event as insider information is temporary, and the Issuer must disclose the event as soon as the harm caused by its disclosure ceases to exist. The Issuer must also ensure that the information is not used for improper purposes, such as insider trading.

1.5. Sanctions

Non-compliance with the obligation to disclose material events is subject to administrative sanctions, in accordance with the Sanctions Regulation. The sanctions may include fines, suspension of trading of the Issuer's securities and even the cancellation of its registration in the Public Registry of Securities.

The SMV has the power to impose sanctions on Issuers that fail to comply with their disclosure obligations, regardless of whether the event was material or not. In this sense, the SMV has established that the obligation to disclose is strict, and Issuers must ensure that all relevant information is disclosed in a timely and accurate manner.

The SMV has also established that the severity of the sanctions will depend on the gravity of the infringement, the impact of the event on the market and the Issuer's history of compliance with its disclosure obligations.

PERÚ Ministry of Economy and Finance

of the Issuer's securities. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

1.2. Relevance Criteria

1.3. Disclosure Obligations

1.4. Insider Information

1.5. Sanctions

PERÚ Ministry of Economy and Finance

valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

1.2. Relevance Criteria

1.3. Disclosure Obligations

1.4. Insider Information

1.5. Sanctions

PERÚ Ministry of Economy and Finance

valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

1.2. Relevance Criteria

1.3. Disclosure Obligations

1.4. Insider Information

1.5. Sanctions

PERÚ Ministry of Economy and Finance

valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

1.2. Relevance Criteria

1.3. Disclosure Obligations

1.4. Insider Information

1.5. Sanctions

PERÚ Ministry of Economy and Finance

valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

1.2. Relevance Criteria

1.3. Disclosure Obligations

1.4. Insider Information

1.5. Sanctions

PERÚ Ministry of Economy and Finance

valuation and increases the confidence of the market in the Issuer. The lack of transparency generates uncertainty, distrust and, consequently, a discount in the valuation of the Issuer's securities.

THE MATERIAL EVENTS REGIME

1.1. Definition and Scope

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Circular No. 031-2026-SMV/11.1: Orientative Audit Guide on Issuers' Material Events Regime

Lineage: In force