Deputy Superintendent Resolution No. 039-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Deputy Superintendent Resolution SMV No. 039-2025-SMV/11 Lima, July 3, 2025 Subject: Sanction Inversiones Portuarias Chancay S.A.A. with four (4) reprimands for having committed four (4) minor infractions, classified in section 3.1 item 3 of
Annex I of the Sanctions Regulation
Subjected to: INVERSIONES PORTUARIAS CHANCAY S.A.A.
Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Section 3.1 of item 3, of Annex I of the Sanctions Regulation MINOR INFRACTIONS File:
2025012000
The Deputy Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2025012000 containing the administrative sanctioning procedure initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against Inversiones Portuarias Chancay S.A.A. (hereinafter, the Issuer; as well as Report No. 697-2025-SMV/11.2 (hereinafter, the Report), issued by the General Superintendent of Conduct Compliance of the Deputy Superintendent of Market Conduct Supervision (hereinafter, the SASCM); CONSIDERING:
I. Function and competence of the SASCM

1. That, the administrative file No. 2025012000
   contains the documentation and information regarding an administrative sanctioning procedure (hereinafter, PAS), which has been brought to the knowledge of the SASCM in observance of the exercise of the supervisory function and of the sanctioning faculty of the Securities Market Superintendency - SMV established through the Unified Concorded Text of its Organic Law, Decree Law No. 26126, and in the Unified Ordered 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 Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF of the SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in a single administrative instance for the commission of infractions whose compliance control according to its competencies, corresponds to said Deputy Superintendency. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;
   II. Facts, charges and defenses
   2.1 Fact
2. That, it was evaluated whether the Issuer complied with its obligations to inform in a timely manner of its material facts;
   2.2 Charges
3. That, as a result of said evaluation, through Letter No. 1596-2025-SMV/11.2 of April 2, 2025 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer for communicating material facts late:
   Late communication of material facts

• Charge No. 1: The material fact referred to the variation in the percentage of shareholding participation, due to the delivery of shares resulting from the split agreement agreed upon by the General Shareholders' Meeting of the Issuer and the General Shareholders' Meeting of Volcan Compañía Minera S.A.A. (hereinafter, the “Split”). It should be noted that said shareholding variation occurred on May 23, 2024, so it had to be communicated on the same day the fact occurred; however, it was communicated on May 24, 2024, according to the following detail (File No. 2024023510):
  Shareholder: VOLCAN CIA MINERA S A
  Initial Date: 09/22/2023
  Final Date: 05/23/2024
  % of participation: 99.9 (>10%)
  Shareholder: TRANSITION METALS AG
  Initial Date: 05/23/2024
  % of participation: 55.03 (>10%)
  Series/Class: A
  Shareholder: EMPRESA MINERA PARAGSHA S.A.C
  Initial Date: 05/23/2024

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship % of participation: 11.18 (>10%) Series/Class: A Shareholder: DE ROMAÑA LETTS, JOSE IGNACIO Initial Date: 05/23/2024 % of participation: 10.34 (>10%) Series/Class: A

• Charge No. 2: The material fact referred to that in the board of directors session of August 26, 2024, the resignation of Mr. Franz Bollmann Duarte, Fernando Café Barcellos, Diego Garrido Lecca Gonzales and Victoria Soyer Toche as members of the board was approved and Mr. Ricardo Nicolás Mallo Huergo (President), Marcelo Alejandro Rufino (Vice President), Pilar Marco and Ricardo Alberto Romero were appointed as directors, which had to be communicated on the same day the fact occurred; nevertheless, it was communicated on August 27, 2024 (File No. 2024036741).
• Charge No. 3: The material fact referred to: i) the resignation of Mr. Mauricio Scerpella Iturburu as General Manager and his new appointment as Deputy General Manager, and ii) the appointment of Mr. Luis Fernando Herrera as new General Manager, occurred on August 26, 2024, which had to be communicated on the same day the fact occurred; nevertheless, it was communicated on August 27, 2024 (File No. 2024036742).
• Charge No. 4: The material fact referred to that in the board of directors session of August 26, 2024, it was agreed to incorporate the listing on LATIBEX of the shares representing the social capital of Inversiones Portuarias Chancay S.A.A. that correspond to the shareholders of Volcan Compañía Minera S.A. who had their shares registered in LATIBEX (prior to the Split agreement), which had to be communicated on the same day the fact occurred; nevertheless, it was communicated on August 27, 2024 (File No. 2024036743).
  2.3 Defenses and arguments

4. That, through a letter of April 10, 2025, the Issuer presented its defenses, stating the following:
   (i) Regarding the first charge, the Issuer states that on April 26, 2024 it informed about the registration of the split agreed by the General Shareholders' Meeting of the Issuer and the General Shareholders' Meeting of Volcan Compañía Minera S.A.A., indicating as the Registration Date of the split May 23, 2024 and the Delivery Date of the shares subject to the split May 30, 2024. The Issuer alleges that a differentiation was made between the Registration Date and the Delivery Date due to the particular case of the Issuer that would go from 1,000 shares to 4,076,572,175 shares (1,633,414,553 common class “A” shares and 2,443,157,622 common class “B” shares). (ii) Likewise, the Issuer adds that its common class “B” shares were registered on May 22, 2024 (only one day before the Registration and Delivery Date of the split). Notwithstanding the above, and as a consequence of a request from the Lima Stock Exchange (hereinafter, BVL), which it attaches as part of its defense letter, the Issuer states that it had to join both dates and declare May 23, 2024 as the Registration Date and the Delivery Date of the shares subject to the split. (iii) In this sense, the Issuer indicates that it was necessary to wait for the registration of the operations of May 23, 2024 to determine the data of the shareholders of Volcan Compañía Minera S.A.A. entitled to receive the shares of the Issuer subject to the split. Regarding this, the Issuer alleges that on May 23, 2024 at 11:22 p.m. they received from CAVALI the definitive information of the split process, resulting from the reconciliation and balancing that corresponds to this type of processes before CAVALI. Due to the above, the Issuer states that it proceeded to send the material fact on May 24, 2024, as soon as it was possible, regarding the new shareholding composition resulting from the split. (iv) It is important to note that as proof of the above, in its defense letter (Annex D), the Issuer attaches an image of its “Report Log” with CAVALI, in which a report with the denomination “Change of Nominal Values with/without Capital Variation – List of Holders (…)”, with date May 23, 2024 and time 23:22 appears. (v) Due to the above, the Issuer states that although the information was delivered the next day, it considers that it was delivered in accordance with what section 9.1 of article 9 of the Material Facts Regulation indicates. Likewise, it adds that this apparent delay was not so, being the first time it does not inform about a material fact in accordance with the Material Facts Regulation, there being no damage or harm generated to the market by this late presentation and no one has obtained a benefit from it. (vi) The Issuer requests that its particular situation and the split be taken into account, as well as the information required to be able to inform the market in a truthful and timely manner about the result of said split. Likewise, it indicates that in this case there is no lack of communication,
   but, in any case, a late presentation and not untimely presentation of the information subject to the material fact. (vii) Regarding the material facts referred to in Charge 2, Charge 3 and Charge 4, the Issuer states that they refer to agreements that were carried out on August 26, 2024 and involved resignations of directors, appointment of general manager and the incorporation of listing of certain shares of the Issuer on LATIBEX, respectively, all of which was informed on August 27, 2024. (viii)The Issuer adds that as it was informed in its material fact of August 27, 2024 that it sent as a letter, since the first two material facts were informed in the formats generated by the MVNet system, the communication of said agreements was carried out having concluded with the formality of having the text of the two minutes approved by the directors.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship (ix) In this sense, the Issuer states that, as in Charge 1, it must be taken into account that it is the first time it does not inform about a Board of Directors agreement that constituted a material fact in accordance with the Material Facts Regulation, there being no damage or harm generated to the market by this late presentation and no one has obtained a benefit from it. Due to the above and considering that the aforementioned agreements were adopted in two Board of Directors sessions, the Issuer requests that it be considered that in this case there is no lack of communication but, in any case, a late presentation and not untimely presentation of the information subject to the material facts detailed above.
5. That, the 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, item 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 seriousness of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same 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 non-existence of intent in the conduct of the offender;
6. That, the charges formulated, the defenses presented, 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;
7. That, in observance of what is provided by item 5 of article 255 of the TUO of the LPAG, through Letter No. 3173-2025-SMV/11 of June 4, 2025, the Report was sent to the Issuer so that it presents its arguments within a period of five (5) business days of notification;
8. That, regarding the Report, the Issuer on June 11, 2025 presented its arguments, detailing that although they recognize the exculpatory situations applied in said report they reaffirm their defense arguments already detailed in their defenses, so they request that in the evaluation the charges and the exceptional situations surrounding the referred material facts be re-evaluated and no sanction be imposed;
IV. ANALYSIS
4.1 Applicable regulations
9. 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 material facts, including ongoing negotiations, about itself, the value 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 said institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be”;
10. That, in the same sense, the Issuer would have failed to comply with item 9.1 of article 9 of the Material Facts and Confidential Information Regulation, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, the Material Facts Regulation), which states that “The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known. (…)”;
11. That, on its part, item 5.1 of article 5 of the Material Facts Regulation states: “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 in the identification, qualification and classification of the information that could qualify as a material fact”. Regarding this matter, item 6 of Annex 1 of the Material Facts Regulation, provides the following:
“6. The transfers of shares representing the social capital carried out by persons who directly or indirectly own ten percent (10%) or more of the capital of the issuer or of those that as a result of an acquisition or alienation come to have or cease to own said percentage.”;
12. That, on its part, item 4 of Annex 1 of the Material Facts Regulation, indicates the following:
“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 not must be indicated, and if applicable, their status as alternate or substitute, as well as any changes in these circumstances.”;
13. That, finally, item 26 of Annex 1 of the Material Facts Regulation, states the following:
“26. The registration, suspension or exclusion of the Issuer's values in the registry of the market supervisory entity or in the Stock Exchange where its values are registered.”;
14. That, consequently, item 9.1 of article 9 of the Material Facts Regulation would have been violated, which states: “The Issuer must inform its material fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known. (…)”. (Underline added);
15. That, according to the above, the Issuer would have committed four (4) infractions that are classified in section 3.1 of item 3 of Annex I of the Sanctions Regulation, according to which it constitutes a minor infraction: “To present outside the established period, or to present it incomplete, 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 interim financial statements, management report, special audit report, material facts, and annual reports”. (Underline added);
16. That, according to article 35 of the Sanctions Regulation, these infractions are sanctionable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2 Case evaluation
17. That, in the administrative file No. 2025012000, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 4081-2024-SMV/11.1 of October 9, 2024 (File No. 2024041410), the General Superintendent of Conduct Supervision (hereinafter, IGSC) —an organ of the SMV that has within its functions and faculties, the supervision of compliance with the norms applicable to companies with values registered in the RPMV, evaluating the indications of possible infractions, and remits, for its consideration, the respective reports of indications of infractions, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
18. That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with a report of indications of infractions, determine that its pronouncement or opinion on a specific supervision topic—which even may contain a decision, such as, 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 of indications of infractions of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 12 ;
19. That, in this way it is had that in the evaluation of the facts related to the present PAS have intervened and participated previously to the issuance of this Resolution, two (2) other administrative organs of the SMV, functionally independent from each other and from this Office; first the IGSC that in its

1 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the inspection activity could conclude the following: 1) Certificate of conformity of the activity developed by the regulated entity; 2) Recommendation of improvements or corrections of the activity developed by the regulated entity; 3) The warning of the existence of non-compliance not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the initiation of a procedure with the aim of determining the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws. “Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (…) When said organs conclude that there are sufficient indications of possible administrative infractions they remit the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to initiate or not 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 in the scope of the Regulation of the Participatory Financing Activity and its Administrator Societies, the preliminary inquiries are carried out by the General Superintendent of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative infractions will determine whether it corresponds to initiate or not an administrative sanctioning procedure.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
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

opportunity reported indications of infringement and then the IGCC that, as a result of its evaluation, formulated the Statement of Charges and the Report; and at this point of the PAS corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the charges mentioned, it being necessary to indicate that by the nature of the same, it will be a decision of a single administrative instance

20. That, with respect to the defense arguments
    presented by the Issuer, in its defenses and allegations, it is necessary to indicate the following:

(i) With respect to Charge 1, the Issuer has indicated that to communicate the variation of shareholding in the Issuer, it was necessary to wait for the registration of the operations of May 23, 2024 to determine the data of the shares of Volcan Compañía Minera S.A.A. entitled to receive the shares of the Issuer subject of the spin-off and that only on May 23, 2024 at 11:22 p.m. they received from CAVALI the definitive information of said spin-off process, product of the conciliation and reconciliation that corresponds to this type of processes before CAVALI. Due to the above, the Issuer states that it proceeded to send the material fact on May 24, 2024, as soon as it was possible, regarding the new shareholding composition resulting from the spin-off.

With respect to this, issuers must inform their material facts as soon as the facts occur or they become aware of them, and in no case later than the day on which it occurred or was known, in accordance with what is stated in numeral 9.1 of article 9 of the Regulation of Material Facts. For these purposes, what is established in numeral 7.1 of article 7 of the Regulation of the MVNet System and SMV Virtual, approved by SMV Resolution No. 004-2024-SMV/01 (hereinafter, MVNet Regulation), which states: “The sending of information or documentation, by the Obligated Entities and Users of SMV Virtual and by the SMV, through the MVNet System or SMV Virtual, can be performed from Monday to Sunday, during the twenty-four (24) hours of the day.”.

(ii) In the present PAS, the Issuer states that it received from CAVALI the definitive information of the Spin-off process on May 23, 2024 at 11:22 p.m. and that, due to the above, it proceeded to send the material fact on May 24, as soon as it was possible; however, contrary to what was stated above, it is observed that said communication was not made before the start of the trading session of the centralized trading mechanism of the Lima Stock Exchange, but rather it was made after the conclusion of said trading session, at 06:08:16 p.m., as evidenced by the receipt of the material fact of May 24, 2024, which is detailed in the Report.

Therefore, this argument does not justify the non-compliance nor refutes the charge formulated, since based on its duty of diligence, the Issuer should have adopted the appropriate measures in order to communicate the variation in shareholding of the Issuer resulting from the Spin-off in a timely manner, or at least, to reduce the impact on the transparency of the securities market by communicating it, at least, before the start of the Stock Exchange Round.

(iii) With respect to Charge 2, Charge 3 and Charge 4, the Issuer has stated that the communication of said agreements was made having concluded with the formality of having the text

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
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 two minutes approved by the Directors, so in any case there would be a late presentation but not extemporaneous presentation of the information subject of the material facts.

Regarding this, it should be noted that said argumentation by the Issuer does not refute the charges imputed, since issuers must inform their material facts as soon as the facts occur or they become aware of them, and in no case later than the day on which it occurred or was known, in accordance with what is stated in numeral 9.1 of article 9 of the Regulation of Material Facts; so the communication of the material facts referred to board agreements, must be informed on the day they are adopted said agreements, without prejudice to the formal elaboration of the corresponding minutes 3;

(iv) That, finally, with respect to what was stated by the Issuer that it is the first time it does not inform about a material fact and about board agreements that constituted material facts in accordance with the Regulation of Material Facts and that there was no damage or harm generated to the market by this late presentation and that no one has obtained a benefit from it, it must be stated that this does not negate the determination of the commission of infractions in which the issuer has incurred, without prejudice to the fact that these circumstances will be evaluated at the time of determining the sanction to be imposed;

21. That, in accordance with the above, having proven the
    conducts constituting infractions and determined the administrative responsibility of the Issuer, it corresponds to analyze the sanction proposal in attention to what is provided by the principle of proportionality and the applicable sanction criteria;

V. DETERMINATION OF THE SANCTION

22. That, the non-compliance with the timely presentation of
    material facts, is typified in clause 3.1 of numeral 3 of
    Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction:
    “Present outside the established deadline, or do so in an incomplete manner, or, without observing the technical specifications approved by the SMV or without communicating the approval by
    part of the corresponding corporate body, to the SMV, to the 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 interim financial statements, management report, special audit report, material facts and, annual reports”. (Underline added);

23. That, in accordance with article 35 of the
    Sanctions Regulation, such infractions are sanctionable with a reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;

24. That, for the purpose of analyzing the corresponding sanction
    for this type of non-compliance, what is provided in article

“General Companies Law – Law No. 26887
Article 170.- Minutes
The deliberations and agreements of the board of directors must be recorded, by any means, in minutes that will be collected in a book, on loose sheets or in another form that allows the law and, exceptionally, in accordance with article 136. (…).”.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
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

25 of the Sanctions Regulation, in this sense, it proceeds to analyze: (i) the sanction antecedents; (ii) recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution sanctioning the first infraction became final, (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 conduct of the offender, in concordance with what is provided by numeral 3) of article 248 of the TUO of the LPAG and article 348 of the LMV;

25. That, likewise, with respect to the non-compliances
    subject of charges it must be indicated that the Gradual Regime of Sanctions for late presentation of financial information, annual report and material facts, approved by article 1 of SMV Resolution No. 007-2023- SMV/01 of September 4, 2023 (hereinafter, Gradual Regime of Sanctions) and whose article 4 disposed its validity from January 1, 2024;

Sanction Criteria

26. That, as to the gravity of the damage to the public
    interest and/or protected legal good, the timely presentation of material facts has the purpose of allowing investors to adopt investment decisions adequately informed. In this way, investors are protected and asymmetry in access to information is reduced, therefore, the protected legal good is the transparency of the securities market, which when transgressed affects the public interest. In this sense, the infractions incurred by the Issuer affect the transparency of the securities market;

27. That, regarding the sanction antecedents, it has
    verified that the Issuer does not have sanction antecedents, in the terms to which literal a) of article 25 of the Sanctions Regulation refers, which establishes that the antecedents of the offender are the sanctions that have been imposed by the SMV and that became final within the four (4) years prior to the moment of the commission of the infraction to be sanctioned, according to what was evaluated in the Report;

28. That, with respect to the quality of recidivist, it has
    verified that there is no recidivism on the part of the Issuer, in the terms to which literal b) of article 25 of the Sanctions Regulation refers, which disposes that there is recidivism, for the commission of the same infraction within the term of one (01) year from when the resolution sanctioning the first infraction became final, according to what was evaluated in the Report;

29. That, as to the circumstances of the commission
    of the infraction, with respect to the circumstances of the commission of the infractions, it is advisable to note that, the Issuer informed the four material facts that were subject of imputation in the present PAS, with one (01) day of delay;

30. That, with respect to the economic damage caused
    and the repercussion on the market, it has not been evidenced that the non-compliances indicated above have produced a quantifiable damage, understood as a damage

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
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 economic damage caused to one or several investors;

31. That, with respect to the illegally obtained benefit
    it has not been proven that the infractions incurred by the Issuer have generated an illegal benefit;

32. That, regarding the probability of detection of the
    infraction, regarding the probability of detection of the infractions, we must indicate that the facts subject of charges are verified through the internal control systems of the SMV, so it is considered that for this type of non-compliance, the probability of detection is high and less complex, since it results as a consequence of the supervision activities of the SMV;

33. That, with respect to the existence or non-existence of
    intent in the conduct of the offender, it has not been evidenced that the Issuer has acted intentionally or fraudulently at the time of incurring the infractions before mentioned;

34. That, in accordance with the above, and taking into account
    that the Issuer does not present antecedents, the impact on transparency is minimal and no concrete damage to investors has been evidenced, as well as that it has not proven the existence of intent or the obtaining of an illicit benefit nor the existence of recidivism, this Office considers that the Issuer should be imposed a sanction of reprimand for each of the infractions in which it has incurred, in accordance with what is established in article 6 of the Gradual Regime of Sanctions; so it corresponds to impose four (04) reprimands in total; 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 SMV, approved by
    Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that Inversiones Portuarias
Chancay S.A.A. has incurred four (04) infractions of a minor nature, typified in clause 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for having communicated in an extemporaneous manner the following material facts: (i) the variation in the percentage of share participation occurred on May 23, 2024, resulting from the agreement of spin-off agreed by the General Shareholders' Meeting of Inversiones Portuarias Chancay S.A.A. and the General Shareholders' Meeting of Volcan Compañía Minera S.A.A. (Charge No. 1), (ii) the resignation and appointment of board members approved in board session of August 26, 2024 (Charge No. 2), (iii) the resignation of the General Manager and his designation as Deputy General Manager and the designation of the new General Manager occurred on August 26, 2024 (Charge No. 3) and, (iv) the incorporation into the quotation in LATIBEX to the shares representing the social capital of Inversiones Portuarias Chancay S.A.A., which correspond to the shareholders of Volcan Compañía Minera S.A.A. who had their shares registered in LATIBEX (prior to the spin-off agreement), approved in board session of August 26, 2024 (Charge No. 4).

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
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

Article 2º.- Sanction Inversiones Portuarias Chancay
S.A.A. with four (4) reprimands, for what is provided in article 1° of the present Resolution.

Article 3º.- The present Resolution does not exhaust the administrative
path, this being able to be challenged before this Assistant Superintendency of Supervision of Market Conducts by filing the reconsideration appeal, administrative appeal recognized in article 218 of the Single Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within the term of fifteen (15) business days, counted from the day following its notification since it is a procedure of a single administrative instance.

Article 4º.- In case that the present resolution is not
subject to challenge through reconsideration appeal, it must be published in the Institutional Page of the SMV in the Unique 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 publicity of normative projects, general legal norms 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 the present Resolution to
Inversiones Portuarias Chancay S.A.A.

Register, communicate and publish.

Carlos Rivero Zevallos
Assistant Superintendent
Assistant Superintendency of Market Conduct Supervision