Circular No. 035-2026-SMV/11.1: Orientative Audit Guide on the Material Events Regime for Issuers: Relevance Criteria and Transparency Duties

PERU Ministry of Economy and Finance

CIRCULAR NO. 035-2026-SMV/11.1

Gentlemen
Issuers of the Alternative Securities Market
Present:-
Ref.: File No. 2026002288

We address you regarding the legal mandates established fundamentally in articles 1, 102, 123 and 304 of the Single Consolidated 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 securities registered in the Public Registry of the

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 said 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 security or financial instrument, its issuer or its business, which by its nature is capable of influencing the liquidity or price of said security or financial instrument, (...)" 4 "Article 30.- Material Events.- The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, where applicable, the respective stock exchange or entity responsible for the management of the centralized mechanism, of material events, including ongoing negotiations, about itself, the security and the offer made of it, as well as to disseminate such events in a truthful, sufficient and timely manner. The information must be provided to said 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 sensible investor to modify their decision to invest or not in the security."

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunity for Women and Men" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Securities Market-RPMV (hereinafter, Issuer), is obliged to disclose in the capacity of material events (hereinafter, MI), all relevant information about itself, its securities and the offer made of these; complying with the requirements of truthfulness, sufficiency and timeliness, and observing the requirements established in the Regulation of Material Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, MI 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 Regulation of Organization and Functions 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 FOR 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 applicable 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 MI Regulation, so the emphases detailed therein must be evaluated and applied, as appropriate, it is reiterated, in order 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 Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS6;

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 the audit activity (...)
245.2. Entities will seek 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."

PERU Ministry of Economy and Finance

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, fact or set of circumstances with the capacity for significant influence, taking the necessary measures to ensure full compliance with the obligations emanating from securities market regulations.

Without anything further, we remain at your service.

Sincerely,

Alix Godos
General Superintendent
General Superintendent of Conduct Supervision

PERU Ministry of Economy and Finance

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

PERU 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 MI 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 equitable treatment for shareholders.
The Relevance Test: Criteria for Comprehensive Evaluation
An event qualifies as "material" if it has the capacity to significantly influence a sensible investor's decision to buy, sell or hold a security, 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 due to 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.

Ongoing Negotiations
The obligation to communicate a MI arises from the moment there is a reasonable probability that an event or negotiation will advance 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 verisimilitude of compliance with the duty to inform.

Reserved Information: If premature disclosure causes real harm, the Board of Directors (with the vote of 3/4 of the 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.

PERU Ministry of Economy and Finance

Evaluation: The scenarios of Annex 1 must be communicated as MI 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 separate 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 or start of arbitration is notified) and at the final result (when the sentence or award is notified). Confidentiality agreed between parties does not prevail over 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 MI. 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 sanction in accordance with the Sanctions Regulation.

PERU Ministry of Economy and Finance

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

LEGAL BASIS

In article 1 of the Concorded 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 offerings 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 offerings of securities. (...) "

"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 named 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 said institutions, it must be made immediately available to the public."

Therefore, in Peru, by imperative 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 Regulation of Organization and Functions - ROF of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments.

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 Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS.7

Orientative audit is a stage of the supervision process whose purpose is to prevent infractions before initiating investigation processes or reporting indications of possible 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 infractions on this matter, by the administrative principles of effectiveness and predictability, it also has the faculty, knowledge and experience to be able to guide Issuers on how they could avoid such infractions, among others, through the dissemination of 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 the audit activity (...)
245.2. Entities will seek 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."

PERU Ministry of Economy and Finance

This guide is not a regulatory norm of general scope for 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 its 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 development of a 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 equitable treatment to 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 the good behavior of these; it improves the valu

PERU Ministry of Economy and Finance

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Circular No. 035-2026-SMV/11.1: Orientative Audit Guide on the Material Events Regime for Issuers: Relevance Criteria and Transparency Duties

Lineage: In force