Deputy Superintendent of Market Conduct Supervision Resolution No. 022-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market
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 Deputy Superintendent of Market Conduct Supervision Resolution No. 022-2025-SMV/11 Lima, March 14, 2025 Subject: To sanction AI INVERSIONES PALO ALTO S.A. with a total fine of 8.83 UIT for having committed three (3) minor infractions typified in item
3.1 of number 3 of Annex I of the
Sanctions Regulation.
Regulated Entity: AI INVERSIONES PALO ALTO S.A.
Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Item 3.1 of number 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2024048409 The Deputy Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2024048409, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against AI INVERSIONES PALO ALTO S.A. (hereinafter, the Issuer); as well as Report No. 35-2025-SMV/11.2 (hereinafter, the Report) issued by the IGCC; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, the IGCC – the instructing body of the PAS referred
   to in the present case – has brought to the attention of the Deputy Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2024048409, with the aim that it issues a decision as the sanctioning body of first or single administrative instance, as appropriate for the type of infractions evaluated in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 (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 (hereinafter, ROFSMV), in the sense that it is a specific function of the SASCM to impose sanctions in a single administrative instance, according to the type of the infractions evaluated whose compliance control corresponds to the referred Deputy Superintendency. Likewise; the SASCM has the powers to dictate corrective measures aimed at reversing the situation altered by the commission of the infraction;
   II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
   2.1 Facts
2. That, it was evaluated whether the Issuer complied or not with
   disclosing to the securities market (i) the important fact referred to the agreements adopted in the mandatory annual shareholders' meeting held on April 15, 2024; and presenting (ii) its audited annual individual financial statements and its corresponding audit report for the 2023 fiscal year, and (iii) the annual report for the 2023 fiscal year, within the deadline established in the securities market regulations;
   2.2 Charges
3. That, as a result of said evaluation,
   through Letter No. 5331-2024-SMV/11.2 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer:
   IMPORTANT FACT
   Charge 1
   To communicate late the important fact referred to the agreements of the mandatory annual shareholders' meeting held on April 15, 2024 in which it was agreed, among others, the following:

• Approval of the audited annual individual financial statements of
  the 2023 fiscal year.
• Approval of the annual report of the 2023 fiscal year.
• Appointment of Tanaka Valdivia & Asociados S. Civil de R.L. as audit firm for the 2024 fiscal year.
• Appointment of the members of the Board of Directors for the 2024 – 2027 period.
  Important fact that should have been informed on the same day; however, it was only communicated on April 16, 2024 (File No. 2024016725).
  FINANCIAL INFORMATION
  Charge 2

1 Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Gazette El Peruano, the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861 was approved.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
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 To present late its audited annual individual financial statements and its corresponding audit report for the 2023 fiscal year, which should have been presented by the deadline of April 01, 2024 2 ; however, they were presented on April 15, 2024 (File No. 2024016579). Charge 3 To present late the annual report of the 2023 fiscal year, which should have been presented by the deadline of April 01, 2024; however, it was presented on April 15, 2024 (File No. 2024016579).
2.3 Defenses and Allegations
4. That, the Issuer has not sent the corresponding
defenses to the charges formulated, despite being validly notified;
5. That, in relation to this matter, it is necessary
to indicate that, although the Letter of Charges was validly notified in the Issuer's electronic mailbox on November 27, 2024, as detailed in the "receipt of notification confirmation", since the Issuer did not access its electronic mailbox within five (5) business days, i.e., until December 04, 2024, the "acknowledgment of receipt confirmation" was issued by the SMV. Therefore, according to what is established in number 25.3 of article 254 of the MVNet and SMV Virtual Regulation, approved by SMV Resolution No. 004-2024-SMV/01 (hereinafter, MVNet Regulation), it is established that if the regulated entity does not access the message deposited in the Electronic Mailbox within five (5) business days from the Electronic Notification, it will produce legal effects from the next business day following the expiration of said deadline;
6. That, the Unified Ordered Text of the General
Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, (hereinafter, TUO of the LPAG), 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, number 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 a 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;
7. That, the charges and the criteria regarding the
graduation of the sanction have been the subject of evaluation in the Report, which has been submitted to the knowledge of the SASCM;
8. That, in observance of what is provided by number
5 of article 255 of the TUO of the LPAG, through Letter No. 194-2025-SMV/11 of January 10 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) business days;

2 The deadline for the presentation of this financial information is until March 31 of each year; however, during 2024, this date was a Sunday; consequently, the deadline was extended to the next business day; that is, Monday, April 01, 2024.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
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
9. That, in attention to said letter, through a document
dated January 20, 2025, the Issuer presented its allegations to the Report. Below is a summary transcription:
"RECOGNITION OF ADMINISTRATIVE RESPONSIBILITY
2.1. (...), we expressly, precisely and unconditionally recognize our
administrative responsibility regarding the commission of the Charged Infractions and we submit to the monetary sanction that your Office imposes. Likewise, we confirm that no defenses or administrative appeals will be filed within the framework of the present administrative sanctioning procedure. (...)
2.4. (...), we request that your office take into consideration our
express recognition of administrative responsibility and determine a reduction of thirty percent (30%) on the amount of the final fine that you deem appropriate to impose on Palo Alto.
REMEDIATION OF THE CHARGED INFRACTIONS
3.1. (...), through this document we comply with informing that Palo Alto
voluntarily remedied each and every one of the Charged Infractions.
3.2. Regarding this, on April 16, 2024, Palo Alto complied with
publishing an important fact referred to the agreements of the mandatory annual shareholders' meeting held on April 15, 2024.
In the same way, on April 15, 2024, Palo Alto complied with presenting its audited annual individual financial statements and its corresponding audit report for the 2023 fiscal year and its annual report for the 2023 fiscal year.
3.3. (...), item c) of article 26 of the Sanctions Regulation establishes
that the voluntary remediation of an infraction constitutes a mitigating factor for liability for infractions.
3.4. In this sense, we request the SMV to take into consideration the
voluntary remediation of the Charged Infractions and determine an additional reduction of the final fine that you deem appropriate to impose on Palo Alto for the commission of the Charged Infractions."
10. That, in addition to the transcription above, in its document of
recognition of responsibility, the Issuer develops sanctioning criteria, which should be considered at the time of the Determination of the Sanction;
III. MATTERS TO BE DETERMINED
11. That, in the present PAS it is necessary to determine
the following:
(i) Whether the Issuer incurred or not in the infractions indicated in the Letter of Charges and Report;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
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 (ii) Whether it is appropriate or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
Regarding the communication of Important Facts
12. That, article 30 of the TUO of the LMV states: "The registration of a certain security 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 operation of the centralized trading mechanism, of important facts, including ongoing negotiations, regarding itself, the security and the offer made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to these institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be". (Underlining added);
13. That, number 5.1 of article 5 of the Regulation of Important Facts states that: "In the Annex that forms part of this Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer's identification, qualification and classification of information that could qualify as an important fact";
14. That, regarding this matter, numbers 1, 4, 10 and 11
of Annex 1 of the Regulation of Important Facts, provides the following:
"1. Convocation to shareholders' meetings, creditors' meetings or bondholders' assemblies, indicating the respective agenda and documentation that is available to shareholders, creditors and bondholders, as the case may be, as well as the agreements adopted in them. (...)." (Underlining added). "4. Appointment, dismissal and changes in the members of the board of directors and general management and/or their equivalent bodies. In the case of the appointment of directors, their qualification as independent or non-independent must be indicated, and if applicable, their status as alternate or substitute, as well as any changes in these circumstances." "10. Approval and presentation of financial information, annual report, as well as their respective modifications or remediations. The respective financial information and annual report must be attached, as the case may be.
11. Appointment and resolution of contract with its audit firm." (Underlining added);
15. That, number 9.1 of article 9 of the Regulation of Important Facts and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Important Facts), states:
"The Issuer must inform its important fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (...)." (Underlining added); Regarding the presentation of Financial Information
16. That, article 31 of the TUO of the LMV establishes:
"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 operation of the centralized trading mechanism, of the information that one or the other requires from it and, necessarily, the following:
a) Its financial statements and indicators, with the minimum information generally indicated by the SMV, with a frequency not greater than quarterly; and, b) Its annual report, with the minimum information generally established by the SMV. (...)" (Underlining added)
17. That, article 13 3 of the Standards on Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV, approved by SMV Resolution No. 013-2023-SMV/01 (Standards on Preparation, Presentation and Dissemination of FS) establishes that issuers with securities registered in the Public Registry of the Securities Market – RPMV must present the audited annual individual financial statements on the day they were approved by the corresponding body, with the deadline for presentation and dissemination being March 31 of each year;
18. That, for its part, article 20 4 of the aforementioned Standards on Preparation, Presentation and Dissemination of FS, in force at the time of the commission of the facts, establishes that the annual report must be presented on the day it was approved by the corresponding body, with the deadline for presentation and dissemination being March 31 of each year;
19. That, non-compliance with the communication of important facts and presentation of financial information within the deadlines established in the regulations, are typified in item 3.1 of number 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction:

"Article 13.- Approval and deadline for presentation of annual individual or separate financial statements
13.1 The audited annual individual or separate financial statements have a closing date of December 31.
13.2 The audited annual individual or separate financial statements and the corresponding audit report must be approved by the general shareholders' meeting or equivalent body of the obligated subject or that is authorized according to the legislation applicable to it.
13.3 In the case of issuers, the audited annual individual or separate financial statements with their corresponding audit report must be presented to the SMV on the date of their approval for their respective dissemination.
13.4 March 31 of each year is the deadline for the presentation and dissemination of the audited annual individual or separate financial statements with their corresponding audit report. Regarding collective fund management companies, the deadline for said presentation is April 30 of each year."
"Article 20.- Approval and deadline for presentation
20.1 The annual report must be approved by the general shareholders' meeting or equivalent body of the obligated subject or that is authorized according to the legislation applicable to it.
20.2 In the case of issuers, the annual report must be presented and disseminated to the SMV on the date of its approval.
20.3 March 31 of each year is the deadline for the presentation and dissemination of the annual report. Regarding collective fund management companies, the deadline for said presentation is April 30 of each year."

PERÚ Ministry of Economy and Finance

SMV
Securities Market
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 "To present outside the established deadline, or to do so incompletely, 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 any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, important facts and, annual reports.";
20. That, according to article 35 of the Sanctions Regulation, such infractions are sanctionable with a reprimand or a fine not less than one (01) UIT and up to twenty-five (25) UIT;
4.2 Evaluation of the case
21. That, in administrative file No.
2024048409, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2192-2024-SMV/11.1 of May 30, 2024 (File No. 2024023667), the General Superintendent of Conduct Supervision (hereinafter, IGSC) – the body of the SMV that has within its functions and powers, the supervision of compliance with the regulations applicable to issuing companies with securities registered in the RPMV, evaluating indications of possible infractions, and refers, for its consideration, the reports on indications of infractions respectively, to the IGCC – referred to the IGCC, the result of its evaluation, and specifically what refers to the present case;
22. That, it must be kept in mind that the
procedures and legal forms with which the IGSC conducts its activity of inspection and/or supervision and upon concluding it with a report on indications of infraction, determine that its pronouncement or opinion on a specific topic of supervision – which even may contain a decision, for example, the adoption of corrective measures – is an opinion on the merits of the matter; it must be specified that said opinion and the report on indications of infraction of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 56 ;

5 In Article 245 of the TUO of the LPAG, the following forms or modes in which the inspection activity could be concluded are indicated: 1) Certificate of conformity of the activity developed by the regulated entity; 2) Recommendation for improvements or corrections of the activity developed by the regulated entity; 3) Warning of the existence of non-compliances not warranting the determination of administrative responsibilities; 4) Recommendation to initiate a procedure to determine the corresponding administrative responsibilities; 5) 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 remit the corresponding reports to the General Inspectorates of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If so, the General Inspectorates of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions within the scope of the Regulation of the Participatory Financial Financing Activity and its Managing Companies, the preliminary inquiries are carried out by the General Inspectorate 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 Ministry of Economy and Finance

SMV
Securities Market

Electronically signed document in 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

23. That, in this way, it is had that in the evaluation of the facts related to the present PAS, two (2) other organs 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 its time reported the indications of infringement and then the IGCC which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charges, being necessary to indicate that by its nature, as previously stated, it will be a decision of a single administrative instance;

24. That, as previously stated, although the Issuer did not present its defenses to the Notice of Charges despite being validly notified, through a writing dated January 20, 2025, during the period to present allegations to the Report, it recognized responsibility for the imputed infractions. In this sense, the Issuer adheres to what is established in Article 26 of the Sanctions Regulation, which will be considered at the time of the Determination of the Sanction for the application of the reduction of the corresponding fine;

25. That, without prejudice to the recognition of responsibility formulated by the Issuer in the writing of January 20, 2025, it also indicates having remedied the three (3) non-compliances subject of the present PAS; nevertheless, it must be specified that these types of non-compliances are not subject to remediation according to what is established in Article 28 of the Sanctions Regulation, as follows:

“Article 28.- CASES IN WHICH REMEDIATION AS AN EXCUSE FOR RESPONSIBILITY DOES NOT APPLY (...)
They are not subject to remediation (...):
c) The late or incomplete submission, or the non-submission of material events, financial information and annual reports.”

26. That, in concordance with this, Article 3 of the Gradual Sanctions Regime for late submission of financial information, annual report and material events, approved by Resolution No. 007-2023-SMV/01 of September 4, 2023 (hereinafter, Gradual Sanctions Regime), specifies this provision incorporating that:

“Article 3.- APPLICATION OF EXCUSES AND MITIGATING FACTORS (...)
Voluntary remediation as an excuse for responsibility is not applicable according to the Sanctions Regulation in the cases subject of this norm.”

27. That, in this sense, since the infractions subject of charges refer to the communication of a material event and the submission of financial information outside the period established in the regulation, this defense argument is incompatible with the regulation of the securities market as indicated in the preceding paragraphs. Therefore,

PERÚ Ministry of Economy and Finance

SMV
Securities Market

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it is not appropriate to grant the request for application of the excuse of responsibility for voluntary remediation without prior request;

28. That, regarding the sanctioning criteria developed by the Issuer in the writing of January 20, 2025, these will be considered at the time of the determination of the corresponding sanction;

29. That, in this way, having proven the conduct constitutive of the infractions mentioned above and having determined the administrative responsibility of the Issuer, it corresponds to analyze the sanction proposal in attention to what is provided by the principle of reasonableness, as well as the provisions applicable to the recognition of responsibility for infractions, established in letter a), numeral 1, of Article 26 of the Sanctions Regulation, which specifies that the express and written recognition of responsibility by the offender constitutes a mitigating circumstance of responsibility. It is important to specify that the application of this mitigating factor will be made at the time of the determination of the corresponding sanction;

V. DETERMINATION OF THE SANCTION

30. That, for the purpose of determining possible sanctions, according to what is provided in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, the infractions subject of charges constitute minor infractions: “Submit outside the established period, or do so incompletely, 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 negotiation mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports.”;

31. That, according to what is established in Article 35 of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or a fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT;

5.1 Sanctioning Criteria

32. 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 criteria for sanction graduation: (i) the sanctioning antecedents of the issuer, (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 not of intent in the conduct of the offender;

33. That, in addition to the previously cited norms, for the purpose of determining the sanction to be imposed on the Issuer for the non-compliances referred to the late communication of material events and the late submission of financial information, the Gradual Sanctions Regime must be taken into account;

PERÚ Ministry of Economy and Finance

SMV
Securities Market

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34. That, with respect to 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 securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, the non-compliances in the obligation to inform the market within the deadline limits on the part of the issuers affect the transparency of the market, which is considered a protected legal good;

35. That, regarding the sanctioning antecedents, the Gradual Sanctions Regime states that “The resulting amount 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 sanctioning antecedents”, without making distinction on whether they correspond to different or the same type of infraction. Therefore, in order to determine which is the most beneficial rule, it was considered that the application of the new regulation will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). On this particular matter, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer has sanctioning antecedents, as detailed in the Report;

36. That, regarding recidivism for the commission of the same infraction, the Gradual Sanctions Regime states that “The resulting amount 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 was considered that it will increase by five percent (5%) when the Issuer has one (1) sanction resolution that grants recidivism or ten percent (10%) when it has two (2) or more sanction resolutions that grant recidivism. Regarding this, it has been verified that the Issuer is a recidivist, as detailed in the Report;

37. That, as for the circumstances of the commission of the infraction, it must be noted that, from the verification of the information disseminated by the issuers on the Institutional Page of the SMV on the Digital Platform of the Peruvian State for Citizen Orientation, the following is observed:

• The late communication of the material event referred to the approval of the individual audited annual financial statements of the 2023 fiscal year, the annual report of the 2023 fiscal year, the designation of Tanaka Valdivia & Asociados S. Civil de R.L. as the auditing company for the 2024 fiscal year and the designation of the members of the Board of Directors for the 2024 – 2027 period, which should have been communicated no later than April 15, 2024; nevertheless, it was sent on April 16, 2024. That is, with one (1) calendar day of delay.
• The late submission of the individual audited annual financial statements and their corresponding audit report of the 2023 fiscal year, which should have been submitted by the maximum deadline of April 01, 2024; nevertheless, they were submitted on April 15, 2024. That is, with fourteen (14) calendar days of delay.
• The late submission of the annual report of the 2023 fiscal year, which should

PERÚ Ministry of Economy and Finance

SMV
Securities Market

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have been submitted by the maximum deadline of April 01, 2024; nevertheless, it was submitted on April 15, 2024. That is, with fourteen (14) calendar days of delay.

38. That, with respect to the economic damage caused and its repercussion on the market, this criterion evaluates quantifiable or non-quantifiable damage produced by the administrative infraction, which includes the evaluation of economic damages occasioned. In this sense, it has not been evidenced that the non-compliances have produced a quantifiable damage, understood as an economic damage occasioned to one or several investors;

39. That, regarding the illicit benefit resulting from the commission of the infraction, it must be noted that there are not enough elements to indicate that the Issuer, as a consequence of the committed infractions, has obtained or generated an illicit benefit;

40. That, with respect to the probability of detection of the infraction, it must be noted that the lack of timely presentation of periodic or eventual information; is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;

41. That, regarding the existence or not of intent in the conduct of the offender, 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 state that the Issuer acted with intent, it can be affirmed that the conduct of the Issuer was negligent, by not acting with the due diligence required for obligations already known by the Issuer;

42. That, in this sense, from the evaluation of the sanctioning criteria contained in the Gradual Sanctions Regime and the analysis carried out by this Adjunct Superintendency to the present PAS, it corresponds to impose a total fine on the Issuer of 12.61 UIT equivalent to S/ 64,962.10 (Sixty-Four Thousand Nine Hundred Sixty-Two and 10/100 Soles)

7, for the three (01) infractions committed according to the following detail:

(i) Charge 1
Fine of 2.12 UIT equivalent to S/ 10,918.00 (Ten Thousand Nine Hundred Eighteen and 00/100 Soles) for the late communication as a material event of the agreements approved in the mandatory annual shareholders' meeting of April 15, 2024.

(ii) Charge 2
Fine of 5.25 UIT equivalent to S/ 27,022.05 (Twenty-Seven Thousand Twenty-Two and 05/100 Soles) for the late submission of the individual audited annual financial statements and their corresponding audit report of the 2023 fiscal year.

(iii) Charge 3
Fine of 5.25 UIT equivalent to S/ 27,022.05 (Twenty-Seven Thousand Twenty-Two and 05/100

7 Decree Supreme No. 309-2023-EF fixed the UIT for the 2024 exercise at S/ 5,150.00.

PERÚ Ministry of Economy and Finance

SMV
Securities Market

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Soles) for the late submission of the annual report of the 2023 fiscal year;

5.2 Recognition of Responsibility

43. That, as has been stated, the Issuer recognized responsibility regarding the infraction within the period to present allegations to the Report; therefore, numeral 2 of letter a) of Article 26 of the Sanctions Regulation is applicable, which provides that, in the case the recognition 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 report, the amount of reduction will be thirty percent (30%);

That, finally, after having analyzed each of the sanctioning criteria contained in the Gradual Sanctions Regime, as well as the analysis carried out by this Adjunct Superintendency, and the recognition of the offender as a mitigating circumstance of responsibility, it proceeds to reduce the sanction by thirty percent (30%); consequently, it corresponds to impose a total fine of 8.83 UIT equivalent to S/ 45,473.47 (Forty-Five Thousand Four Hundred Seventy-Three and 47/100 Soles), according to the following detail:

(i) Charge 1
Fine of 1.48 UIT equivalent to S/ 7,642.60 (Seven Thousand Six Hundred Forty-Two and 60/100 Soles) for the late communication as a material event of the agreements approved in the mandatory annual shareholders' meeting of April 15, 2024.

(ii) Charge 2
Fine of 3.67 UIT equivalent to S/ 18,915.44 (Eighteen Thousand Nine Hundred Fifteen and 44/100 Soles) for the late submission of the individual audited annual financial statements and their corresponding audit report of the 2023 fiscal year.

(iii) Charge 3
Fine of 3.67 UIT equivalent to S/ 18,915.44 (Eighteen Thousand Nine Hundred Fifteen and 44/100 Soles) for the late submission of the annual report of the 2023 fiscal year; and;

Being in accordance with what is provided in numerals 14 and 36 of Article 43 of the Regulation of Organization and Functions of the Securities Market Superintendency – SMV, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that AI INVERSIONES PALO ALTO S.A., has incurred three (3) minor infractions typified in numeral 3, subsection 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for: communicating late the material event referred to the agreements adopted in the mandatory annual shareholders' meeting held on April 15, 2024 (Charge 1); submitting late its individual audited annual financial statements and their corresponding audit report of the 2023 fiscal year (Charge 2); and, submitting late the annual report of the 2023 fiscal year (Charge 3).

PERÚ Ministry of Economy and Finance

SMV
Securities Market

Electronically signed document in 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

Article 2º.- Sanction AI INVERSIONES PALO ALTO S.A., with a total fine of 8.83 UIT equivalent to S/ 45,473.47 (Forty-Five Thousand Four Hundred Seventy-Three and 47/100 Soles) for what is provided in Article 1° of this Resolution.

Article 3º.- This Resolution does not exhaust the administrative route, this being able to be challenged before this Adjunct Superintendency of Market Conduct Supervision by filing the reconsideration appeal, administrative appeal recognized in Article 218 of the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within the period of fifteen (15) business days counted from the day following its notification, since it is a procedure of a single administrative instance. In case this Resolution is not challenged, the regime of reduction of the corresponding sanction may be accepted.

Article 4º.- In case this Resolution is not subject to challenge, it must be published on the “Institutional Page of the SMV on the Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided by numeral 1 of Article 7 of the “Policy on diffusion of normative projects, general legal norms, early agenda and other administrative acts of the SMV”, approved by SMV Resolution No. 014-2014-SMV/01, and by what is provided in the last paragraph of Article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5º.- Transcribe this Resolution to AI INVERSIONES PALO ALTO S.A.

Register, communicate and publish.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision