Resolution of the Assistant Superintendent of Conduct Supervision No. 077-2025-SMV/11

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Resolution of the Assistant Superintendent of Conduct Supervision SMV No. 077-2025-SMV/11 Lima, November 4, 2025 Subject: Sanction ELECTRO SUR ESTE S.A.A. with a total fine of 13.48 UIT for having committed four (04) minor infractions typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation Administered Entity: ELECTRO SUR ESTE S.A.A. Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2025034451 The Assistant Superintendent of Conduct Supervision of Markets (e) SEEN:
The administrative file No. 2025034451, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendentship of Conduct Compliance of the Superintendence of the Securities Market – SMV (hereinafter, the IGCC), against ELECTRO SUR ESTE S.A.A. (hereinafter, the Issuer); as well as Report No. 1243-2025-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 knowledge of the Assistant Superintendentship of Conduct Supervision of Markets of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025034451, with the aim that it issues a decision as the sanctioning body of 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 faculty of the SMV established through the Unified Concordant 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-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 Organization and Functions Regulation 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 single administrative instance, whose control of compliance corresponds to the aforementioned Assistant Superintendentship;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría of the SMV established through the Unified Concordant 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-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 Organization and Functions Regulation 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 single administrative instance, whose control of compliance corresponds to the aforementioned Assistant Superintendentship;
II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
2.1. Facts
2. That, it was evaluated whether the Issuer complied or not with presenting financial information to the securities market in a timely manner;
2.2. Charges
3. That, as a result of said evaluation, through Letter No. 4121-2025-SMV/11.2 (hereinafter, Charge Letter), the following charges were formulated against the Issuer:
Charge No. 1
The Annual Individual Audited Financial Statements of the 2023 fiscal year, approved on April 24, 2024, which should have been presented on April 01, 2024 (presentation deadline); however, they were presented on April 24, 2024, that is, outside the established limit. (File No. 2024017820). Charge No. 2 Annual Report of the 2023 fiscal year, approved on April 24, 2024, which should have been presented on April 01, 2024 (presentation deadline); however, it was presented on April 24, 2024, that is, outside the established limit (File No. 2024017820). Charge No. 3 The Annual Individual Audited Financial Statements of the 2024 fiscal year, approved on April 25, 2025, which should have been presented on March 31, 2025 (presentation deadline); however, they were presented on April 25, 2025, that is, outside the established limit. (File No. 2025018471). Charge No. 4 Annual Report of the 2024 fiscal year, approved on April 25, 2025, which should have been presented on March 31, 2025 (presentation deadline); however, it was presented on April 25, 2025, that is, outside the established limit (File No. 2025018471).
2.3. Defenses
4. That, through a document presented on August 18, 2025, the Issuer presented its defenses stating, among other things, the following:

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría “Regarding this, under the protection of what is provided in article 26, literal a) of the Sanctions Regulation of the Securities Market and through this document, we proceed to accept responsibility for the commission of the infractions described in Letter No. 4121-2025-SMV/1.2 referred to the late presentation of annual information and annual report of the 2023 and 2024 fiscal years; recognition that we request be taken into consideration for the purposes of the evaluation carried out by your Superintendentship”;
5. That, through Supreme Decree No. 004-2019-JUS, the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, which 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, numeral 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 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;
6. That, the charges, the defenses 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;
7. That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 5312-2025-SMV/11 of September 17, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) business days. However, despite having been validly notified through the MVNet System, in accordance with the MVNet System and SMV Virtual Regulation approved by SMV Resolution No. 0042024-SMV/01, to date it has not presented its allegations;
III. ISSUES TO BE DETERMINED
8. That, in the present PAS it corresponds to determine the following:
(i) Whether the Issuer incurred or not in the infractions indicated in the Charge Letter and Report; (ii) Whether it corresponds or not to sanction the Issuer;
IV. ANALYSIS
4.1. Applicable Normativity
9. That, articles 10 and 13 of the TUO of the LMV establish that any information that by disposition of said law must be presented to the SMV must be timely, sufficient and truthful; likewise, that the issuer of securities registered in the Public Registry of the Securities Market - RPMV is obliged to present the information that said law and other provisions of a general character establish, respectively;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
10. That, regarding this matter, article 31 of the TUO of the LMV states: “What is provided 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 conducting the centralized mechanism, of the information that one or the other requires of it and, necessarily, that indicated below:
a) Its financial states and indicators, with the minimum information that in a general manner the SMV indicates, with a frequency not greater than quarterly; and, b) Its annual report, with the minimum information that in a general manner the SMV establishes (…)”. (Underline added);
11. That, article 13 of the Norms on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the SMV, approved by SMV Resolution No. 013-2023- SMV/01 (hereinafter, Norms on Preparation, Presentation and Dissemination of FS), in force at the time the facts occurred, establishes that issuers with securities registered in the RPMV must present their annual report to the SMV on the day it was approved by the corresponding body, being the deadline for these purposes until March 31 of each year;
12. That, article 20 of the Norms on Preparation, Presentation and Dissemination of FS, establishes that the annual report must be presented on the day it was approved by the corresponding body, being the deadline for these purposes until March 31 of each year;
13. That, for the purposes of determining the possible sanction, these infractions are typified in subsection 3.1 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 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 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.” (Underline added);
14. That, according to article 35 of the Sanctions Regulation, these infractions are sanctionable with a reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2. Evaluation of the case
15. That, in administrative file No. 2025034451, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2226-2024-SMV/11.1 of June 03, 2024 (File No. 2024023755) and Memorandum No. 2324-2025-SMV/11.1 of June 11, 2025 (File No. 2025025554), the General Superintendentship 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 issuer companies with securities registered in the RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the respective reports of indications of infractions, to the IGCC –,

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría referred to the IGCC, the result of its evaluation, and specifically what refers to the present case;
16. 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 infraction, determine that its pronouncement on a specific supervision topic – which even can contain a decision, for example, the adoption of corrective measures – is an opinion on the merits of the matter; being precise that said opinion and the report of 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;
17. 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 organs or administrative instances of the SMV, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indications of infraction and then the IGCC that, as a result of its evaluation, formulated the Charge Letter 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 charges mentioned, being precise to indicate that by the nature of the same, as previously indicated, it will be a decision of single administrative instance for all charges of the present PAS, as it is non-compliance referred to the late presentation of financial information;
18. That, as previously mentioned,
through a document of August 18, 2025, the Issuer recognized responsibility in an express and written manner regarding the infractions imputed;
19. That, regarding this, having the Issuer presented
its arguments within the period granted for the presentation of defenses, it corresponds to indicate that the voluntary declaration of recognition of the infraction by
part of the Issuer is reputed as a condition of mitigating responsibility, so that
when the applicable sanction is a fine, this is reduced by fifty percent (50%) if the recognition is presented within the period granted to present defenses, according to numeral 1 of literal a) of article 26 of the Sanctions Regulation1 , concordant with literal a) of numeral 2 of article 257 of the TUO of the LPAG, which will be considered at the moment of the determination of the sanction;
20. That, regarding this, as has been verified in the
present PAS, the Issuer presented in a late manner the financial information and

“Article 26.- MITIGATING CONDITIONS OF RESPONSIBILITY FOR INFRACTIONS The following constitute mitigating conditions of responsibility for infractions:
a) Recognition of responsibility of the offender in an express and written manner, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:

1. If the recognition of the infraction is presented within the period granted for the presentation
   of defenses, the amount of reduction will be fifty percent (50%). (…) The recognition of responsibility regarding an infraction, must be made in a precise, concise, clear, express and unconditional manner, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as a recognition. If defenses are presented, despite having made a recognition of responsibility, it will be understood as a non-recognition, proceeding the authority to evaluate the defenses”.

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Annual Reports indicated in the Charge Letter, and, such infractions committed were recognized by the Issuer in its defenses;
21. That, without prejudice to this, it corresponds to point out that
the timely presentation of financial information constitutes an essential element to guarantee the transparency and efficiency of the securities market. The financial information presented in a timely manner allows investors, participants and the market in general to have reliable data for decision-making, reducing information asymmetries and strengthening confidence in the integrity of the market;
22. That, the timeliness in the delivery of the information
contributes to issuers maintaining a relationship of credibility and trust with the public investor, which directly impacts the valuation of their securities and in the perception of risk. A delay in the disclosure of financial statements or relevant reports could generate uncertainty, volatility and affect the liquidity of the instruments issued;
23. That, from the regulatory perspective, the obligation
to remit financial information within the established deadlines seeks to ensure market discipline and investor protection. Compliance with this obligation allows that supervision is more effective and that possible financial contingencies can be detected in time, thus safeguarding the stability of the system;
24. That, consequently, the conduct
constitutive of the infractions subject to charge is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the applicable sanction according to what is provided by the principle of reasonableness, the defenses, mitigating conditions of responsibility and the sanction criteria;
V. DETERMINATION OF THE SANCTION
25. That, for the purposes of determining the possible sanction,
the infractions on the late presentation of financial information, it must be indicated that according to what is provided in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it is provided that it constitutes a minor infraction: “Present outside the established deadline, 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 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 events and, annual reports.” (Highlight and underline added);
26. That, according to what is established in article 35
of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT;
5.1. Sanction Criteria
27. That, having determined the commission of the
infractions imputed, it corresponds to evaluate the sanction in accordance with article

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría 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 of graduation of sanction: (i) the sanction antecedents of the issuer, (ii) recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic harm 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 seriousness 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 (hereinafter, Sanction Criteria);
28. That, for the purposes of determining the sanction to
be imposed on the Issuer for the non-compliance referred to the late presentation of financial information, it must be taken into account the Sanction Criteria applicable to the administrative sanctioning procedure for non-compliance with the norms that regulate the remission of periodic or eventual information, the Gradual Regime of Sanctions for late presentation of financial information, annual report and material events (hereinafter, Gradual Regime of Sanctions), approved by SMV Resolution No. 007- 2023-SMV/01;
29. That, in application of the aforementioned norms,
it proceeds to evaluate the following:
30. That, with respect to the seriousness of the damage to the
public interest and/or protected legal good, it must be indicated that the presentation timely 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 carry out their investment decisions adequately informed. Consequently, although no evidences a seriousness of the damage to the public interest, the non-compliance with the obligation to inform the market within the deadline limits on the part of the issuers affects the transparency of the market, which is considered a protected legal good;
31. That, regarding the sanction antecedents, the
Gradual Regime of Sanctions states that “The resulting amount of the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is accredited that the offending subject has sanction 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 is considered that the application of the new normativity will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%). Regarding this matter, from the verification carried out in the Sanctions System of

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