Resolution of the Deputy Superintendent of Conduct Supervision No. 004-2026-SMV/11

PERÚ Ministry of Economy and Finance

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Resolution of the Adjunct Superintendent of the SMV No. 004-2026-SMV/11 Lima, January 19, 2026

Subject: To sanction COPEN INVERSIONES S.A. with a reprimand for having committed one (1) minor infraction typefied in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation.

Administered Entity: COPEN INVERSIONES S.A. Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Item 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2025031390

The Adjunct Superintendent of Market Conduct Supervision

HAVING SEEN:

The administrative file No. 2025031390, containing the administrative sanctioning procedure initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendency – SMV (hereinafter, the IGCC), against Copen Inversiones S.A. (hereinafter, the Issuer); as well as Report No. 1804-2025-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 administrative sanctioning procedures (hereinafter, the PAS) referred to in this case – has brought to the knowledge of the Adjunct Superintendency of Market Conduct Supervision of the SMV (hereinafter, the SASCM), the PAS of administrative file No. 2025031390, in order for it to issue a decision as the sanctioning body of single administrative instance, as appropriate for the type of infraction evaluated in the PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervisory function and the sanctioning faculty of the SMV established through the Unified Concordant Text of its Organic Law, Law 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-1 1 (hereinafter, TUO of the LMV); as well as 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 compliance control corresponds to said Adjunct Superintendency;

PERÚ Ministry of Economy and Finance

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of the SMV established through the Unified Concordant Text of its Organic Law, Law 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-1 1 (hereinafter, TUO of the LMV); as well as 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 compliance control corresponds to said Adjunct Superintendency;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER

2.1 Facts 2. That, it was evaluated whether the Issuer complied or not with disclosing its financial information to the securities market;

2.2 Charge 3. That, as a result of said evaluation, through Letter No. 3907-2025-SMV/11.2 (hereinafter, Letter of Charges), the following charge was formulated against the Issuer:

From the review of the information presented in the Public Registry of the Securities Market - RPMV, it has been verified that the Issuer would have presented the audited consolidated annual financial statements for the 2024 fiscal year late, which should have been presented by the maximum deadline of April 30, 2025; however, they were presented on June 30, 2025. (File No. 2025028420);

2.3 Defenses 4. That, through a document presented on August 4, 2025, the Issuer presented its defenses stating, among other things, the following:

"Copen declares and accepts that it presented the audited consolidated annual financial statements for the 2024 fiscal year late, as they were presented on June 30, 2025 -as recorded in File No. 2025028420- when they should have been presented, at the latest, by April 30, 2025."

It also requested that it be taken into account that the infraction committed did not affect the market or minority shareholders, the financial statements subject to charges comply with regulations and were issued without qualifications, that the company has been complying with its obligations in a timely manner and that, during the entire period between the deadline for the presentation of the audited consolidated annual financial statements for the 2024 fiscal year and the date they were effectively delivered, no type of complaint, observation, report or formal complaint has been registered by investors, creditors, commercial counterparties or other interested third parties, either before the SMV, the company itself, or any other competent instance;

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 entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG, sets forth 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 gravity 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. 7397-2024-SMV/11 of December 22, 2025, the Report was sent to the Issuer so that it could formulate its allegations within the term of five (5) business days; however, despite being validly notified via the MVNet System in accordance with the MVNet Regulation, to date, it has not presented them;

III. QUESTIONS TO BE DETERMINED

8. That, in the present PAS it corresponds to determine the following:

(i) Whether the Issuer incurred or not in the infraction indicated in the Letter of Charges and Report;

(ii) Whether it corresponds or not to impose a sanction on the Issuer;

IV. ANALYSIS

4.1 Applicable Normativity

9. That, 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 statements and indicators, with the minimum information generally indicated by the SMV, with a frequency not greater than quarterly; and, b) Its annual report, with the minimum information generally established by the SMV. (…)" (Underline added);

10. That, likewise, articles 16 and 172 of the

2 "Article 13.- Approval and deadline for presentation of annual individual or separate financial statements 13.1 The audited annual individual or separate financial statements have a closing date of December 31. 13.2 The audited annual individual or separate financial statements and the corresponding audit report must be approved by the general meeting of shareholders or equivalent body of the obliged subject or that is authorized according to the legislation applicable to it. 13.3 In the case of issuers, the audited annual individual or separate financial statements with their corresponding audit report must be presented to the SMV on the date of their approval for their respective dissemination.

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Norms on Preparation, Presentation and Dissemination of Financial Statements and 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) establish that issuers with values registered in the RPMV must present the audited consolidated annual financial statements on the day they were approved by the corresponding body, the deadline for presentation and dissemination being April 30 of each year;

11. That, for the purpose of determining the possible sanction, this infraction is typefied in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "To present outside the established deadline, 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 events, and annual reports." (Underline added);

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

4.2 Evaluation of the case

13. That, in administrative file No. 2025031390, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2307-2025-SMV/11.1 of June 9, 2025 (File No. 2025025378), 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 issuing companies with values registered in the RPMV, evaluating the indications of possible infractions, and remits, for its consideration, the respective indications of infraction reports, to the IGCC – remitted to the IGCC, the result of its evaluation, and specifically what refers to the present case;

14. 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 an infraction indications report, determine that its pronouncement or opinion on a specific topic of supervision – which can even contain a decision, 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 infraction indications report of the IGSC is not binding for the IGCC, as established in the second paragraph of

13.4 March 31 of each year is the deadline for the presentation and dissemination of the audited annual individual or separate financial statements with their corresponding audit report. In the case of collective fund administering companies, the deadline for said presentation is April 30 of each year."

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendency "Decade of Equal Opportunities for Women and Men" 5 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 signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

article 9 of the Sanctions Regulation3 4 ;

15. 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 the present 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 which, as a result of its evaluation, formulated the Letter of Charges 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 mentioned charge, it being precise to indicate that by the nature of the same, as previously stated, it will be a decision of single administrative instance for the charge imputed;

16. That, from what was stated by the Issuer, it accepted that it presented its audited consolidated annual financial statements for the 2024 fiscal year late, as they were presented on June 30, 2025 when they should have been presented on April 30, 2025;

17. That, regarding what was stated by the Issuer in its defenses regarding that no real or verifiable damage has occurred, nor prejudice to the market transparency system, it is opportune to point out that the sanctioning criteria referred to by the Issuer will be analyzed at the moment of the determination of the sanction;

18. That, consequently, the conduct constitutive of the infraction subject of charge is proven and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the proposal of sanction in attention to what is provided by the principle of reasonableness, the defenses and the sanctioning criteria, which will be evaluated in the section of determination of the sanction;

V. DETERMINATION OF THE SANCTION

19. That, for the purpose of determining the possible sanction, the infraction on late presentation of financial information, it must be stated that according to what is provided in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it states that it constitutes a minor infraction: "To present outside the established deadline, 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 events, and annual reports." (Underline added);

20. That, according to what is established in article 35 of the Sanctions Regulation, it corresponds that these infractions be sanctioned with a reprimand or a fine not less than one (1) UIT and up to the limit of twenty-five (25) UIT;

5.1 Sanctioning Criteria

21. That, having determined the commission of the imputed infraction, it corresponds to evaluate the sanction in accordance with article 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 for sanction graduation: (i) the sanctioning 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 gravity 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, the Sanctioning Criteria);

22. That, for the purpose of determining the sanction to be imposed on the Issuer for the non-compliance referred to the late presentation of financial 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 must be taken into account;

23. That, in application of the aforementioned norms, it proceeds to evaluate the following:

24. That, with respect to the gravity of the damage to the public interest and/or protected legal good, it must be indicated that the timely presentation of periodic or eventual information by issuers of values registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions adequately informed. Consequently, although no gravity of damage to the public interest is evidenced, 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;

25. That, regarding the sanctioning antecedents, letter a) of article 25 of the Sanctions Regulation states that antecedents of the offender are the final sanctions imposed by the SMV within the four (4) years prior to the moment of the commission of the infraction to be sanctioned. Likewise, the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered as antecedents. On the other hand, the Gradual Regime of Sanctions states that "The amount resulting from the application of the guidelines contemplated in numeral 6.2 can be increased up to five percent (5%) if it is proven that the offending subject has sanctioning antecedents", without making distinction on whether they correspond to different or the same type of infraction. Therefore, 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%). On this particular, from the verification carried out in the SMV Sanctions System, it has been determined that the Issuer does not have sanctioning antecedents, as detailed in the Report;

26. That, regarding recidivism for the commission of the same infraction, letter b) of article 25 of the Sanctions Regulation states that to determine recidivism for the commission of the same infraction, the final sanction imposed by the SMV within the term of one (1) year prior to the commission of the infraction to be sanctioned is taken into account. On the other hand, the Gradual Regime of Sanctions establishes in numeral 5.2 that "Recidivism is considered to exist if during the year prior to the commission of the infraction to be sanctioned, one has been sanctioned for an infraction of the same nature as the one intended to be sanctioned, provided that said sanction has become final during said term", likewise, for the purpose of determining recidivism as an aggravating factor a quantum of up to 10% has been established that would be added to the proposed fine, if it is verified that the offender is a recidivist. Regarding this, it has been verified that the Issuer is not a recidivist, as detailed in the Report;

27. That, as for the circumstances of the commission of the infraction, it must be stated that, from the verification of the information disseminated by the issuers on the SMV Institutional Page, the late presentation of l

3 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 administered; 2) Recommendation of improvements or corrections of the activity developed by the administered; 3) The warning of the existence of non-compliances not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the start of a procedure in order to determine the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

4 "Article 9.- Preliminary investigations 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 if it corresponds to start or not an administrative sanctioning procedure. If applicable, 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 Financial Financing Activity and its Administering Companies, the preliminary investigations 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 if it corresponds to start or not an administrative sanctioning procedure. (…)".

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