General Superintendent Resolution No. 040-2026-SMV/11.1

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 1 Electronically signed document under 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

General Superintendent Resolution of the SMV
No. 040-2026-SMV/11.1
Lima, July 21, 2026

The General Superintendent of Conduct Supervision

Having seen:

File No. 2026024105, as well as Internal Report No. 1141-2026-SMV/11.1 dated July 21, 2026, from the General Superintendent of Conduct Supervision of the Adjacent Superintendency of Conduct Supervision of Markets.

Considering:

That, Article 252 of the General Companies Law, Law No. 26887, establishes that an open joint-stock company must register all its shares in the Public Registry of the Securities Market;

That, through writings presented on May 19, 20, 28, and 29, as well as June 8, 2026, Cumbra Holding S.A.A. —an open joint-stock company resulting from the partial spin-off of Aenza S.A.A.— requested the Securities Market Superintendency – SMV, through the Single Window system, the registration of the shares representing its share capital in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;

That, from the information presented by the applicant, it is evident that in the General Shareholders' Meeting of Aenza S.A.A., held on November 3, 2025, the partial spin-off was approved to transfer an asset block, composed of shares issued by Inversiones Ingeniería y Construcción S.A.C. under the ownership of Aenza S.A.A., to a new company to be named Cumbra Holding S.A.A.; and the delegation of powers to the Board of Directors of Aenza S.A.A. to determine the final terms of the spin-off and verify compliance with the conditions to which it was subject;

That, in the Board of Directors session of Aenza S.A.A. on December 5, 2025, the final terms of the spin-off were approved and the conditions to which it had been subject were declared fulfilled, establishing the effective date of the said spin-off as December 5, 2025;

That, the spin-off agreements and the constitution of Cumbra Holding S.A.A., adopted on November 3, 2025, and December 5, 2025, as indicated, were elevated to public deed on December 30, 2025; subsequently, on March 17, 2026, the spin-off of Aenza S.A.A. and the constitution of Cumbra Holding S.A.A. were registered in Entries No. 11028652 and No. 16168264,

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 2 Electronically signed document under 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

respectively, of the Legal Entities Registry of the Lima Registry Office of the Public Registries under the National Superintendency of Public Registries – SUNARP;

That, through an important event of April 7, 2026, Aenza S.A.A. communicated the Registration and Exchange Date, which included the determination of the original shareholders of Cumbra Holding S.A.A. and the delivery of the shares representing the share capital of Cumbra Holding S.A.A., which was set for April 24, 2026;

That, in the General Shareholders' Meeting of Cumbra Holding S.A.A. on May 4, 2026, it was agreed, among other things, to register the shares representing the share capital of the aforementioned company in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange, delegating powers to the Board of Directors of Cumbra Holdings S.A.A. to adopt complementary agreements necessary for the same effects;

That, through Letter No. 2810-2026-SMV/11.1 dated June 15, 2026, observations were made on the information and documentation presented, within the framework of the registration procedure for the shares representing the share capital of Cumbra Holding S.A.A.; being that, through writings dated July 6 and 20, 2026, Cumbra Holding S.A.A. presented documentation to respond to the observations made in Letter No. 2810-2026-SMV/11.1 and to comply with the documentation and information requirements established in the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and Article 13 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, approved by SMV Resolution No. 031-2012-SMV/01;

That, regarding the formation of an economic group and as a result of requirements and observations made in the aforementioned letter, Cumbra Holding S.A.A. has revealed in its information prospectus that there is no control relationship over it and that it does not share a control relationship with the so-called Aenza Group (to which Aenza S.A.A. belongs) and that, therefore, Cumbra Holding S.A.A., or the economic group to which it belongs, are not part of the Aenza Group, nor does said Aenza Group form part of Cumbra Holding S.A.A. or the economic group to which the latter belongs;

That, for its part, through an important event of March 19, 2026, in response to letter EMI-135-2026 from the Lima Stock Exchange, Aenza S.A.A. stated, among other things, that Cumbra Holding S.A.A. is not part of Aenza's economic group from the effective date of the spin-off (December 5, 2025);

That, despite what was declared by both Aenza S.A.A. and Cumbra Holding S.A.A., based on the information revealed by the former to the market via important events and through the Economic Group Report, among others, as well as that declared by the latter – i.e., Cumbra Holding S.A.A. – in the present proceeding, regarding the formation of an economic group, in accordance with the principle of material truth contemplated in Article IV, numeral 1, subsection 1.11, of the Preliminary Title of the Single Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS, elements have been observed that make it unavoidable to evaluate the said information in order to determine strict compliance with the applicable regulations regarding the disclosure of economic group information by the aforementioned companies;

That, without prejudice to the foregoing, it is necessary to point out that the proceeding to which this resolution refers corresponds to the administrative procedure for the registration of shares of an open joint-stock company in the Public Registry of the Securities Market, based on the express mandate established by Article 252 of the General Companies Law, which constitutes a protective provision issued by the legislator to protect minority shareholders of companies with a large number of shareholders, as is the case of Cumbra Holding S.A.A.;

That, the protection for minority investors provided by the Securities Market Superintendency – SMV is achieved through, among other things, market transparency and the dissemination of all information necessary for such purpose, which, in this case, is only possible from the registration of Cumbra Holding S.A.A.'s securities in the Public Registry of the Securities Market, since Articles 30 and 31 of the Single Ordered Text of the Securities Market Law provide that the registration of a security in the said registry entails for its issuer the obligation to inform the Securities Market Superintendency – SMV and, if applicable, the respective stock exchange or entity responsible for conducting the centralized mechanism, of important events truthfully, sufficiently, and timely, including ongoing negotiations, regarding itself, the security, and the offer made thereof, as well as financial statements and annual reports;

That, in line with the above and weighing the express legal mandate to protect minority shareholders of open joint-stock companies, as well as the fact that Cumbra Holding S.A.A. shareholders would be unprotected due to the lack of information while the securities are not registered in the Public Registry of the Securities Market, despite aspects related to the registration procedure that have not been fully resolved, it is necessary to resolve in the sense that it corresponds to proceed with the registration of the shares representing the share capital of Cumbra Holding S.A.A., since securities market regulations guarantee the disclosure of all information necessary to comply with the principle of transparency, including information related to the economic group;

That, in accordance with Articles 3 and 210 of the Single Ordered Text of the Securities Market Law, any limitation to the free transferability of securities contained in the statutes has no legal effect, as well as once the securities are registered in the Public Registry of the Securities Market, the accounting registry of the securities clearing and settlement institution will prevail over any other registry of the issuing company of said securities;

That, Article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, General Legal Norms, Early Agenda, and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its modifying norms, establishes that decisions contained in administrative resolutions that resolve, among other things, the registration of securities in the Public Registry of the Securities Market must be subject to dissemination through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,

Being in accordance with the provisions of Articles 19 and following of the Single Ordered Text of the Securities Market Law; Articles 6, 7, 8, and 13 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel; as well as Article 46, numeral 6, of the Organization and Functions Regulation of the Securities Market Superintendency, approved by Supreme Decree No. 216-2011-EF and its modifying norms, which empowers the General Superintendent of Conduct Supervision to order the registration of securities in the Public Registry of the Securities Market.

Resolves:

Article 1st.- Order the registration of the shares representing the share capital of Cumbra Holding S.A.A. in the Public Registry of the Securities Market, under the responsibility of the Securities Market Superintendency – SMV.

Article 2nd.- Pronounce in favor of the registration of the securities indicated in the preceding article in the Securities Registry of the Lima Stock Exchange.

Article 3rd.- The registration of the securities referred to in this resolution has not involved administrative activities of verification or inspection, nor of auditing the information presented, nor an examination of the economic-financial situation of the issuer, in accordance with the provisions of Article 21 of the Single Ordered Text of the Securities Market Law; nor does it imply a certification by the Securities Market Superintendency – SMV, as provided in Article 24 of the Single Ordered Text of the Securities Market Law.

Article 4th.- Disseminate this resolution on the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).

Article 5th.- Transmit this resolution to Cumbra Holding S.A.A., in its capacity as issuer; to CAVALI S.A. I.C.L.V. and to the Lima Stock Exchange S.A.

Register, communicate, and disseminate.

Alix Godos
General Superintendent
General Superintendent of Conduct Supervision