General Supervision of Conduct Resolution No. 001-2026-SMV/11.1

PERU Ministry of Economy and Finance

SMV
Securities
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship General Supervision of Conduct Resolution No. 001-2026-SMV/11.1 Lima, January 13, 2026 The General Superintendent of Conduct Supervision Seen:
The file No. 2023042113, as well as Report No. 34- 2026-SMV/11.1 of January 12, 2026, from the General Supervision of Conduct of the Adjacent Superintendence of Conduct Supervision of Markets; Considering:
That, by means of a document presented on October 6, 2023, Empresa Azucarera El Ingenio S.A. requested the Securities Market Superintendence – SMV, through the Single Window system, the exclusion of the common shares representing its share capital from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange; That, Empresa Azucarera El Ingenio S.A. supported its request, mainly, on Article 5 of Urgency Decree No. 023-2000, which provides that "Agricultural Sugar Enterprises in which no less than 51% (Fifty-one percent) of the shares representing the share capital have been transferred may exclude, all their shares, from the Public Registry referred to in Legislative Decree No. 861, provided that they comply with carrying out the Public Offer for Exclusion provided for in Article 69 of the aforementioned legal instrument"; That, by means of Letter No. 5001-2023-SMV/11.1 of November 6, 2023, the General Supervision of Conduct – IGSC informed Empresa Azucarera El Ingenio S.A. that, based on Report No. 1502- 2023-SMV/11.1, the request for exclusion was deemed inadmissible; inasmuch as Article 5 of Urgency Decree No. 023-2000 – the norm on which the aforementioned request was based – had been implicitly repealed; That, by means of a document presented on November 24, 2023, Empresa Azucarera El Ingenio S.A. filed an appeal against Letter No. 5001-2023-SMV/11.1, which was elevated, through Memorandum No. 4979- 2023-SMV/11.1 of November 24, 2023, to the Adjacent Superintendence of Conduct Supervision of Markets – SASCM; That, by means of Memorandum No. 5057-2023-SMV/11 of November 30, 2023, the Adjacent Superintendence of Conduct Supervision of Markets – SASCM requested the Legal Advisory Office of the Securities Market Superintendence – SMV the corresponding advice on the processing of the

PERU Ministry of Economy and Finance

SMV
Securities
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship aforementioned appeal; having been attended through Report No. 1787-2025- SMV/06 of December 4, 2025, which concluded and recommended, among others, the following:
"3.1.1 Article 40° of the TUO LMV [Article 37-A of Legislative Decree No.
861], incorporated by Legislative Decree No. 1061, does not implicitly or expressly repeal Article 5° of Urgency Decree No. 023-2000. (...)
3.1.2 MR. GODOS is not within the cause of abstention
described in numeral 2 of Article 99° of the TUO LPAG, due to what he stated in Letter No. 3923-2023-SMV/11.1, did not imply from our point of view that he had issued a pronouncement on the specific case. In that communication he refers to the current legal framework, which, although it affects the subject matter of the case, does not imply that he has opined or anticipated an opinion regarding the request for exclusion.
3.2 It is recommended that the appeal filed by
Empresa Azucarera El Ingenio S.A. be declared partially founded, in the aspect referred to the declaration of inadmissibility of the request for exclusion of shares, under the assumption contemplated in Article 5° of Urgency Decree No. 023-2000, which implies that the request presented by said company must be admitted to processing and the exclusion of the securities from the RPMV and RBVL must be ordered, once it is verified that the requirements required for this purpose have been met.". (Emphasis added). That, by means of Letter No. 7207-2025-SMV/11 of December 11, 2025, the Adjacent Superintendence of Conduct Supervision of Markets – SASCM informed Empresa Azucarera El Ingenio S.A., considering what was stated in Report No. 1787-2025-SMV/06, regarding the appeal filed against Letter No. 5001-2023-SMV/11.1, as follows:
"(...) this Adjacent Superintendence considering what was stated in the Report proceeds in accordance with numeral 21 of Article 43 of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216- 2011-EF and its amendments to declare PARTIALLY FOUNDED the appeal filed by El Ingenio in the aspect referred to the declaration of inadmissibility of the request for exclusion of shares, under the assumption contemplated in Article 5 of Urgency Decree No. 023-2000, which implies that the request presented by El Ingenio must be admitted to processing and the exclusion of the securities from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange must be ordered, once it is verified that the requirements required for this purpose have been met. This pronouncement is issued in the last administrative instance and exhausts the administrative route.". (Emphasis added). That, in accordance with what was resolved by Letter No. 7207-2025-SMV/11, the General Supervision of Conduct – IGSC admitted to processing the request for exclusion of the common shares representing the share capital of Empresa Azucarera El Ingenio S.A. from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange, presented by the mentioned company on October 6, 2023; therefore, the evaluation of the same was proceeded with;

PERU Ministry of Economy and Finance

SMV
Securities
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship That, from the evaluation carried out within the framework of the procedure to which this resolution refers, it has been noted that by means of Resolution CONASEV No. 334-96-EF/94.10 of August 6, 1996, the registration of the shares representing the share capital of Empresa Azucarera El Ingenio S.A. was authorized in the Public Registry of Securities and Intermediaries (now, Public Registry of the Securities Market) and it was indicated that within twenty-four (24) hours of the publication of said resolution, the Lima Stock Exchange would register said shares, automatically, in its records; That, in the Non-Presential General Shareholders' Meeting of Empresa Azucarera El Ingenio S.A., held on August 1, 2023, it was approved, among other things, the exclusion of the common shares representing the share capital of Empresa Azucarera El Ingenio S.A. from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange, as well as the carrying out of a Public Buyout Offer for Exclusion on said securities; That, regarding the evaluation of the documentation presented by Empresa Azucarera El Ingenio S.A. in this procedure, it is considered that said company has presented the information and supporting documentation required by the Unified Text of the Law of the Securities Market, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Wheel, approved by SMV Resolution No. 031-2012-SMV/01 and its amendments, and by Article 5 of Urgency Decree No. 023-2000; That, Article 39, letter a), of the Unified Text of the Law of the Securities Market and Article 19, numeral 19.1, of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Wheel, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the Securities Market Superintendence – SMV at the request of the issuer, when the registration of the securities originated by its own will; That, Article 74 of the Unified Text of the Law of the Securities Market and Article 32 of the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion, approved by CONASEV Resolution No. 009- 2006-EF/94.10 and its amending norms, provide that the exclusion of a security from the Public Registry of the Securities Market generates the joint and several obligation of its issuer and, if applicable, of the persons responsible for the exclusion, to carry out a Public Buyout Offer – OPC; That, likewise, Article 41 of the Unified Text of the Law of the Securities Market, Articles 32 and 33 of the Regulation of Public Offer
of Acquisition and Buyout of Securities for Exclusion, and the last paragraph of Article 19 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Wheel, provide that the exclusion of a security from the Public Registry of the Securities Market generates the obligation to carry out a Public Buyout Offer for Exclusion – OPC, except for the cases of exception regulated by the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion; That, in the present case, the exceptions contemplated in the indicated norm do not apply; also, it should be noted that Article 5 of Urgency Decree No. 023-2000 provides that all shares of the Public Registry of the Securities Market may be excluded, issued by Agricultural Sugar Enterprises in which no less than 51% of the shares representing the share capital have been transferred, provided that they comply with carrying out the Public Buyout Offer for Exclusion – OPC; for which reason Empresa Azucarera El Ingenio S.A. must direct a Public Buyout Offer for Exclusion – OPC to the holders of the shares of the aforementioned company that did not participate in or opposed the agreement that generates the exclusion of the securities; being the purpose of said offer to grant the right of withdrawal to those shareholders who consider themselves affected by the company's decision to exclude the security from the Public Registry of the Securities Market or from the centralized trading mechanism in which the securities are registered, in accordance with Articles 31 and 32 of the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion; That, likewise, as established by Articles 31 and 33 of the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion, the exclusion of the common shares representing the share capital of Empresa Azucarera El Ingenio S.A. is conditioned to the carrying out and settlement of the respective Public Buyout Offer for Exclusion – OPC, which must be carried out within the term established by the regulation, otherwise, the exclusion will not take effect; That, Article 7, numeral 6, of the Policy on Dissemination 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 its amending norms, establishes that the decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Securities Market must be subject to dissemination through the SMV Institutional Page on the Unified Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being in accordance with what is provided by Article 39, letter a), of the Unified Text of the Law of the Securities Market; Articles 19, 20 and 21 of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and
in the Trading Wheel; Article 5 of Urgency Decree No. 023-2000; as well as by Article 46, numeral 6, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Supervision of Conduct to order the exclusion of securities from the Public Registry of the Securities Market. Resolves:
Article 1°.- Order the exclusion of the common shares
representing the share capital of Empresa Azucarera El Ingenio S.A. from the Public Registry of the Securities Market under the charge of the Securities Market Superintendence – SMV, which will take effect once the respective Public Buyout Offer for Exclusion – OPC has been carried out and settled.
Article 2°.- Pronounce in favor of the exclusion of the
securities indicated in the preceding article, from the Securities Registry of the Lima Stock Exchange, which will take effect once the respective Public Buyout Offer for Exclusion – OPC has been carried out and settled.

PERU Ministry of Economy and Finance

SMV
Securities
Electronically signed document under Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship
Article 3°.- The exclusion of the common shares
representing the share capital of Empresa Azucarera El Ingenio S.A. from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange is conditioned to the prior and effective carrying out of a Public Buyout Offer for Exclusion – OPC, in accordance with what is provided by the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF-94.10.
Article 4°.- Empresa Azucarera El Ingenio S.A. must
request the initiation of the selection process for the designation of a valuing entity in charge of determining the minimum price of the shares issued by the aforementioned company to be considered in the Public Buyout Offer for Exclusion – OPC, within ten (10) days following the issuance of this resolution, in accordance with what is provided by Article 44 of the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion.
Article 5°.- Empresa Azucarera El Ingenio S.A. must
formulate the corresponding Public Buyout Offer for Exclusion – OPC within the term contemplated in Article 44 of the Regulation of Public Offer of Acquisition and Buyout of Securities for Exclusion.
Article 6°.- Empresa Azucarera El Ingenio S.A. is
obligated to disseminate any due diligence or the existence of a valuation report or similar, as well as any relevant information that it has or relates to the price or valuation of the common shares issued by it, without prejudice to the due observance of the securities market regulation.
Article 7°.- Disseminate this resolution on the SMV Institutional Page on the Unified Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 8°.- Transcribe this resolution to
Empresa Azucarera El Ingenio S.A., in its capacity as issuer, to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.
Register, communicate and disseminate.
Alix Godos
General Superintendent
General Supervision of Conduct