Order of the Adjunct Superintendence for Conduct Supervision No. 024-2026-SMV/11

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of 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

Order of the Adjunct Superintendence for Conduct Supervision SMV No. 024-2026-SMV/11 Lima, June 1, 2026

Subject: The reconsideration appeal filed by Empresa de Generación Eléctrica San Gabán S.A. against the Order of the Adjunct Superintendence for Conduct Supervision SMV No. 012-2026-SMV/11 is declared unfounded.

Administered Entity: EMPRESA DE GENERACION ELECTRICA SAN GABAN S.A. Subject: Administrative Sanctioning Procedure of a single administrative instance File No.: 2025032000

The Adjunct Superintendent of Market Conduct Supervision

HAVING SEEN:

The administrative file No. 2025032000, which contains, among other things, the contentious appeal presented on April 17, 2026, filed by Empresa de Generación Eléctrica San Gabán S.A. (hereinafter, the Issuer) against the Order of the Adjunct Superintendence for Conduct Supervision SMV No. 012-2026-SMV/11 of March 26, 2026 (hereinafter, the Challenged Resolution), and Report No. 835-2026-SMV/11.2 (hereinafter, the Report), issued by the General Superintendence of Conduct Compliance (hereinafter, the IGCC) of the Adjunct Superintendence for Conduct Supervision of Markets (hereinafter, the SASCM).

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. That the administrative file No. 2025032000 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 the sanctioning power of the Securities Market Superintendence – SMV, established through the Unified Concorded Text of its Organic Law, Legislative Decree No. 26126 (hereinafter, Organic Law of the SMV), and the Unified Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, 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 Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-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 regarding the timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, as well as to resolve reconsideration appeals filed against the pronouncements it issues in a single administrative instance;

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of 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

II. FACTS

2. That, through the Challenged Resolution, the SASCM resolved:

"Article 1st.- To declare that Empresa de Generación Eléctrica San Gaban S.A. has incurred one (01) infraction of a minor nature typified in numeral 3, paragraph 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the important event related to the approval, in a board session held on February 6, 2024, of the call for the Annual General Meeting of Shareholders (JGA) of February 7, 2024.

Article 2nd.- To sanction Empresa de Generación Eléctrica San Gaban S.A. with one (01) warning as provided for in Article 1st of this Resolution.

Article 3rd.- To declare that Empresa de Generación Eléctrica San Gaban S.A. has incurred one (01) infraction of a minor nature typified in numeral 3, paragraph 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late communication of the important event related to the approval, in a board session held on March 21, 2024, of the call for the Ordinary Annual General Meeting of Shareholders (JOAA) of March 25, 2024.

Article 4th.- To sanction Empresa de Generación Eléctrica San Gaban S.A. with one (01) warning as provided for in Article 3rd of this Resolution.

Article 5th.- To declare that Empresa de Generación Eléctrica San Gaban S.A. has incurred one (01) infraction of a minor nature typified in numeral 3, paragraph 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, due to the late and incomplete communication of the important event of March 25, 2024 related to the approval of the agreement for the comprehensive modification of the Company's Bylaws.

Article 6th.- To sanction Empresa de Generación Eléctrica San Gaban S.A. with a fine of 3.03 UIT equivalent to S/ 15,604.50 (Fifteen thousand six hundred four and 50/100 soles). It should be mentioned that the aforementioned fine corresponds to fifty percent (50%) of the determined fine, in attention to the recognition of responsibility by the Issuer of this infraction.

(…)."

3. That, through a document presented on April 17, 2026, the Issuer filed an appeal against the Challenged Resolution;

4. That, through Order of the Adjunct Superintendence for Conduct Supervision SMV No. 017-2026-SMV/11 of April 20, 2026, it was resolved: "To classify the present administrative sanctioning procedure as high complexity, according to numeral 3 of article 1 of SMV Resolution No. 013-2024-SMV/01";

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 3 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

5. That, through Memorandum No. 1926-2026-SMV/11 of April 20, 2026, the SASCM requested the IGCC to evaluate the contentious appeal presented by the Issuer.

6. That, in accordance with what is detailed in article 7 of the aforementioned Challenged Resolution, since the present PAS corresponds to a single administrative instance, it must be challenged through the filing of a reconsideration appeal;

7. That, the arguments of the reconsideration appeal filed by the Issuer have been the subject of evaluation in the Report by the IGCC, which has been submitted to the knowledge of the SASCM;

III. MATTERS TO BE DETERMINED

8. That, it corresponds to determine whether or not to reconsider what was resolved in the Challenged Resolution;

IV. ANALYSIS

4.1. OF WHAT WAS ESTABLISHED IN THE CHALLENGED RESOLUTION

9. That, on this matter, it is appropriate to highlight that in Consideration 1 of the Challenged Resolution, it is specified that the present PAS is of a single instance, as follows: "(…), the SASCM assumes competence in observance of the exercise of the supervisory function and the sanctioning power of the SMV established through the Unified Concorded Text of its Organic Law, Legislative Decree 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-11 (hereinafter, TUO 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-SMV), in the sense that it is a specific function of the SASCM to impose sanctions in a single administrative instance, whose compliance control corresponds to the aforementioned Adjunct Superintendence". (Underlining added);

10. That, likewise, in article 7th of the Challenged Resolution it is specified that the aforementioned resolution does not exhaust the administrative route and that it can be challenged through a reconsideration appeal, as follows:

"Article 7th.- This Resolution does not exhaust the administrative route, it being possible to challenge it before this Adjunct Superintendence for Conduct Supervision of Markets through the filing of a reconsideration appeal, an administrative resource 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 a term of fifteen (15) business days counted from the day following its notification, as it is a procedure of a single administrative instance". (Underlining added);

11. That, notwithstanding, and despite what was specified in the Challenged Resolution, the Issuer filed an appeal on April 17, 2026;

12. That, in attention to the presented appeal, it is necessary to point out that the SASCM, both in the Challenged Resolution, as well as in the Order of the Adjunct Superintendence for Conduct Supervision SMV No. 017-2026-SMV/11, where it resolved: "To classify the present administrative sanctioning procedure as high complexity, according to numeral 3 of article 1 of SMV Resolution No. 013-2024-

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 4 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

SMV/01, and taking into account Memorandum No. 1926-2026-SMV/11 of April 20, 2026, through which the IGCC is requested to evaluate the reconsideration appeal presented by the Issuer, the SASCM has produced a redirection of the contentious appeal, so that article 751 of the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS (hereinafter, the TUO of the LPAG) is applicable;

4.2. REDIRECTION OF THE APPEAL AND CLASSIFICATION

13. That, in the first place, it must be specified that the PAS related to the timeliness in the presentation of periodic and eventual information correspond to be processed in a single instance, that is, in charge of the SASCM, as indicated in article 432 of the ROF-SMV;

14. That, in accordance with what is provided in articles 2071, 2082 and 2115 of the TUO of the LPAG, the reconsideration appeal must be presented within a term of fifteen (15) days from the communication of the challenged administrative act and must be supported by new proof except in the case of administrative acts issued by bodies that constitute a single instance. In the present PAS, it is appreciated that the Challenged Resolution was notified to the Issuer on March 27, 2026 and the appeal was filed on April 17, 2026; that is, within the legally established term;

15. That, it must be indicated that the other requirements for the filing of the reconsideration appeal, established by article 211 concordant with article 1136 of the TUO of the LPAG, have been verified and fulfilled; therefore, the evaluation of the present reconsideration appeal proceeds;

1 "Article 75.- Duties of authorities in procedures It is the duty of authorities regarding the administrative procedure and its participants, the following: (…) 3. To channel the procedure ex officio, when any error or omission of the administered parties is detected, without prejudice to the action that corresponds to them."

2 "Article 43°.- Specific functions of the Adjunct Superintendence for Conduct Supervision of Markets: (…) 14. To impose sanctions in a single administrative instance for the commission of infractions regarding timeliness in the presentation of periodic and eventual information, whose compliance control corresponds to the Adjunct Superintendence for Conduct Supervision of Markets; (…)"

3 "Article 207. Administrative resources 207.1 The administrative resources are: a) Reconsideration appeal b) Appeal Only in case that by law or legislative decree it is expressly established, the filing of the administrative review resource is admissible. 207.2 The term for the filing of the resources is fifteen (15) peremptory days, and they must be resolved within a term of thirty (30) days"

4 "Article 208.- Reconsideration appeal The reconsideration appeal will be filed before the same body that issued the first act that is the subject of the challenge and must be supported by new proof. In the case of administrative acts issued by bodies that constitute a single instance, new proof is not required. This resource is optional and its non-filing does not prevent the exercise of the appeal resource."

5 "Article 211.- Requirements of the appeal The appeal document must indicate the act from which the appeal is made and fulfill the other requirements provided in article 113 of this Law."

6 "Article 113.- Requirements of the documents Any document presented before any entity must contain the following:

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 5 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

4.3. EVALUATION OF THE RECONSIDERATION APPEAL

16. Next, the arguments presented in the reconsideration appeal filed by the Issuer will be exposed in a summarized manner, which does not imply that each aspect of the contentious appeal has not been taken into consideration:

(i) REGARDING THE COMMUNICATION OF THE IMPORTANT EVENT, THE SUBSEQUENT DOCUMENTARY OBLIGATION AND THE COMPLIANCE WITH THE LEGAL TERM

In its challenge document, the Issuer stated that, on March 25, 2024, the Mandatory Annual General Meeting of Shareholders (JOAA) approved the comprehensive modification of its social bylaws. Likewise, it indicated that, on that date, it communicated to the SMV and the market the adoption of said agreement as an important event, considering that with this it fulfilled the immediate obligation to inform the referred fact in accordance with articles 7, 8 and 9 of the Regulation of Important Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation of Important Events).

Additionally, the Issuer maintained that paragraph iii of numeral 2.3 of the Annex of the Regulation of Important Events establishes that the copy of the notarial testimony of the bylaw modification must be sent within fifteen (15) business days following its registration in the Public Registries. In this line, it specified that the registry inscription before SUNARP was carried out on August 27, 2024 and the sending of the notarial testimony and its annexes to the SMV was effected on September 6, 2024, that is, within the term provided in the referred normative provision.

EVALUATION

Regarding the argument referred to that the Issuer would have complied with the legal term by sending the copy of the notarial testimony within fifteen (15) business days following the inscription of the bylaw modification in SUNARP, it corresponds to point out that such argument does not disprove the infraction imputed in Charge No. 3, since said charge is referred to a different obligation from that whose non-compliance was the subject of the present PAS.

On this matter, it is appropriate to specify that the aspect of the Challenged Resolution (Charge No. 3) is referred to the communication of the important event linked to the agreement for the comprehensive modification of the Issuer's bylaws, approved, among others, in the JOAA celebrated on March 25, 2024, which was disseminated in the following terms:

Extract of the important event of 25/03/20247

From the review of the aforementioned important event, it is evident that the Issuer not only informed the approval of the comprehensive modification of its bylaws, but also indicated that this "(…) will be drafted in accordance with the text contained in Annex I that is an integral part of the present minutes"; notwithstanding, said annex was not attached in the communication sent through File No. 2024012361, nor were the articles subject to modification detailed.

Consequently, the securities market did not have sufficient information regarding the content and scope of the bylaw modification approved, until June 6, 2024, on which date the Issuer sent a new important event attaching the copy of the notarial testimony that contained the text of the modification.

Now, it corresponds to indicate that, according to numeral 2 of Annex I of the Regulation of Important Events, bylaw modification agreements qualify as important events, so their communication must be carried out in accordance with what is provided in numeral 9.1 of article 9 of the referred regulation, which establishes that the Issuer must inform such facts as soon as they occur or take knowledge of them, and, in no case, after the day on which they have occurred or been known.

In that sense, the important events regulation requires that the information disseminated to the market be truthful, sufficient, complete and timely from the very moment the corresponding agreement is adopted, more so when it is a comprehensive modification of the social bylaws, whose nature is relevant for market participants. Therefore, it was not sufficient to communicate generically the approval of said modification, but it was necessary to provide information that allowed knowing the content and scope of the approved changes, more so when the same Issuer manifested that it would detail the referred modifications and did not do so until a later date.

Consequently, what was exposed by the Issuer in the appeal resource in this aspect must be dismissed, insofar as it is not about the presentation of the copy of the notarial testimony of the bylaw modification that must be sent within fifteen (15) business days following its inscription in the Public Registries, but of the complete and therefore timely presentation of the important event of March 25, 2024 related to the approval of the agreement for the comprehensive modification of the Company's Bylaws.

(ii) REGARDING THE RECOGNITION OF RESPONSIBILITY AND VOLUNTARY SUBSANATION

Regarding this, the Issuer indicates that it recognized the formal omission of not attaching the full text of the bylaws in the initial communication and that, once the observation was alerted, it voluntarily subsanated the omission, sending the complete documentation, evidencing good faith, willingness to comply and collaboration with the authority.

EVALUATION

In the first term, it corresponds to specify that the conduct analyzed in Charge No. 3 is referred to the incomplete and late communication of an important event, that is, to the omission of providing sufficient and timely information regarding the comprehensive modification of the social bylaws approved on March 25, 2024. In such sense, said conduct is comprised in the case provided in literal c) of article 28 of the Sanctions Regulation8, which establishes that late or incomplete presentation of important events are not subject to subsanation, as an exemption of responsibility.

Under this normative framework, the Issuer's argument referred to that it would have voluntarily subsanated the omission through the subsequent sending of the complete documentation lacks support, since, regarding an incomplete and late communication of an important event, the regulation expressly excludes the possibility of considering said subsanation as an exemption of administrative responsibility. Consequently, the infringing conduct is configured at the moment the important event is disseminated in an incomplete manner, as occurs in the present case, without its subsequent complementation having liberating effects.

Notwithstanding the foregoing, it corresponds to analyze the argument referred to the recognition of responsibility. Regarding this, it is adv

1. Full names, address and National Identity Document number or foreigner's ID card of the administered party, and in its case, the quality of representative and of the person whom he represents.
2. The concrete expression of what is requested, the factual grounds that support it and, when possible, the legal grounds.
3. Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
4. The indication of the body, the entity or the authority to which it is addressed, understanding by such, insofar as possible, the authority of the grade closest to the user, according to the hierarchy, with competence to know and resolve it.
5. The address of the place where notifications of the procedure are desired to be received, when it is different from the real domicile exposed by virtue of numeral 1. This indication of domicile produces its effects from its indication and is presumed subsistent, while its change is not expressly communicated.
6. The relationship of the documents and annexes that accompany, indicated in the TUPA.
7. The identification of the file of the matter, regarding already initiated procedures."

7 File No. 2024012361.

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 7 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

erted that the conduct analyzed in Charge No. 3 is referred to the incomplete and late communication of an important event, that is, to the omission of providing sufficient and timely information regarding the comprehensive modification of the social bylaws approved on March 25, 2024. In such sense, said conduct is comprised in the case provided in literal c) of article 28 of the Sanctions Regulation, which establishes that late or incomplete presentation of important events are not subject to subsanation, as an exemption of responsibility.

Under this normative framework, the Issuer's argument referred to that it would have voluntarily subsanated the omission through the subsequent sending of the complete documentation lacks support, since, regarding an incomplete and late communication of an important event, the regulation expressly excludes the possibility of considering said subsanation as an exemption of administrative responsibility. Consequently, the infringing conduct is configured at the moment the important event is disseminated in an incomplete manner, as occurs in the present case, without its subsequent complementation having liberating effects.

Notwithstanding the foregoing, it corresponds to analyze the argument referred to the recognition of responsibility. Regarding this, it is adv

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