Resolution of the Deputy Superintendent of Market Conduct Supervision No. 021-2026-SMV/11

PERU Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men”“Year of Hope and the Strengthening of Democracy”1Electronic document digitally signed 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.xhtmlResolution of the Deputy Superintendency SMV No. 021-2026-SMV/11Lima, May 19, 2026Summary: To sanction ALFIN BANCO S.A. with a total fine of 9 UIT for having incurred three (03) minor infractions typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions RegulationAdministered Entity : ALFIN BANCO S.A.Subject : Administrative Sanctioning Procedure of sole administrative instanceMain Type : Subsection 3.1 of numeral 3 of Annex I of the Sanctions RegulationMINOR INFRACTIONSFile No. : 2025043858The Deputy Superintendent of Market Conduct SupervisionHAVING SEEN:Administrative file No. 2025043858, containing the administrative sanctioning procedure initiated by the General Superintendency of Conduct Compliance of the Superintendency of Securities Market – SMV (hereinafter, the IGCC), against Alfin Banco S.A. (hereinafter, the Issuer); as well as Report No. 425-2026-SMV/11.2 (hereinafter, the Report), issued by the IGCC;WHEREAS:I. FUNCTION AND COMPETENCE OF THE SASCM1. That, the IGCC —the instructing body for the administrative sanctioning procedures (hereinafter, the ASP) referred to in the present case—, has brought to the attention of the Deputy Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), the ASP of administrative file No. 2025043858, in order for it to issue a decision as the sanctioning body of sole administrative instance, as corresponds to the type of infractions evaluated in said ASP. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the Superintendency of Securities Market – SMV established through the Consolidated Single Text of its Organic Law, Legislative Decree No. 26126 (hereinafter, LOSMV), and the Consolidated 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 the provisions of 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 Superintendency of Securities Market – 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 sole administrative instance. Likewise; the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;PERU Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men”“Year of Hope and the Strengthening of Democracy”2Electronic document digitally signed 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.xhtmlII. FACTS, CHARGES AND DEFENSES OF THE ISSUER2.1. Facts2. That, it was evaluated whether the Issuer complied or not with presenting its significant events to the securities market in a complete and timely manner;2.2. Charges3. That, as a result of said evaluation, by Official Letter No. 5727-2025-SMV/11.2 (hereinafter, Letter of Charges), charges were brought against the Issuer for not having complied with:Charge No. 01: Incompletely communicating the significant event of December 23, 2024, by not incorporating, in relation to the Issuer's capital increase, the information referring to the fact that the implementation of the preferential subscription procedure (necessary for the execution of the capital increase) was conditioned on or required prior authorization from the Superintendency of Banking, Insurance, and AFPs (File No. 2024052398).Charge No. 02: Incompletely communicating the significant event of June 26, 2025, regarding the culmination of the preferential subscription procedure and the Issuer's capital increase, because the information referring to the fact that the adjudicator of the remaining “Class A” shares of Alfin Banco S.A. was Corporación CORIL S.A.C. was not communicated (File No. 2025027972).Charge No. 03: Untimely communicating as a significant event SBS Resolution No. 01540-2025, which was disclosed as a significant event on August 29, 2025, when it should have been disclosed on April 23, 2025, when the Issuer became aware of the referred resolution. (File No. 2025038314).2.3. Defenses4. That, by means of a brief presented on October 29, 2025, the Issuer presented its defenses, stating, among others, the following:(i) In relation to Charge No. 01, the Issuer acknowledges that in the Significant Event published on December 23, 2024, it did not specify that the execution of the capital increase agreement approved by its General Shareholders' Meeting was subject to prior authorization from the Superintendency of Banking, Insurance, and AFPs (SBS). The Issuer also stated that said omission was not intended to conceal relevant information or mislead the market, but rather was due to a defect in the formulation of the communication.PERU Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men”“Year of Hope and the Strengthening of Democracy”3Electronic document digitally signed within the framework of Law N° 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.xhtmlRegarding the materiality and effects of the conduct, the Issuer maintains that the omission did not generate concrete or quantifiable economic harm to investors, shareholders, or third parties, nor did it produce an alteration in price formation or in the transparency of the securities market. It adds that it did not obtain illicit benefit or undue advantage as a consequence of the omission, highlighting that the capital increase was subject to an external regulatory procedure whose authorization did not depend exclusively on its will.In relation to the criteria for sanction graduation, the Issuer invokes: (i) the absence of firm sanctioning precedents within the legal term; (ii) the non-existence of recidivism in the commission of infractions of a similar nature. Likewise, it maintains that: (iii) in relation to the circumstances of the commission of the infraction, the infraction was committed without intentionality and that (iv) the eventual damage to public interest or protected legal good would have been minimal, as market transparency and adequate decision-making by investors were not substantially affected, (v) it also states that it did not obtain direct or indirect benefit or profit derived from the infringing conduct; and, (vi) the Issuer states that the probability of detection of the infraction was high and it was detected during the regular information control by the SMV.On the other hand, regarding the mitigating circumstances of responsibility, the Issuer expressly and in writing acknowledges its responsibility in the commission of the infraction, within the administrative sanctioning procedure.Similarly, the Issuer states that it actively contributed to the clarification of the facts, timely attending to the requirements formulated by the SMV and providing the requested information. Finally, the Issuer indicates that it proceeded to rectify the omission by publishing a new Significant Event on August 29, 2025, specifying that the capital increase was subject to prior authorization from the SBS, which —in its opinion— demonstrates its willingness to correct the conduct.(ii) In relation to Charge No. 02; the Issuer also acknowledges that when communicating the culmination of the preferential subscription process and the corresponding capital increase, it omitted to state that the adjudicator of the remaining “Class A” shares was Corporación Coril S.A.C., a participation equivalent to 1.1115% of the share capital.The Issuer maintains that the omission was not deliberate nor intended to conceal relevant information from the market, but rather was an error in the preparation of the communication; and, it argues that said omission did not imply a substantial modification in the issuer's control structure, nor did it generate a real impact on market transparency, since the awarded participation did not alter the corporate balance or produce an impact on price formation. In this sense, the Issuer affirms that no economic harm was caused to investors or third parties, nor was any illicit benefit obtained.Regarding the criteria for sanction graduation, it reiterates the absence of firm sanctioning precedents in the relevant period and the non-existence of recidivism. Likewise, it maintains that there was no intentionality in the conduct and that the eventual impact on public interest was minimal, given that the omitted information was subsequently complemented.(iii) In relation to Charge No. 03, the Issuer acknowledges that SBS Resolution No. 01540-2025, issued on April 23, 2025, was communicated as a Significant EventPERU Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men”“Year of Hope and the Strengthening of Democracy”4Electronic document digitally signed within the framework of Law N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría de la(s) firma(s) pueden ser verificadas en https://apps.firmaperu.gob.pe/web/validador.xhtmlon August 29, 2025, that is, untimely with respect to the moment its dissemination to the market was due.The Issuer maintains that the referred resolution did not imply an immediate modification in the issuer's effective shareholding structure nor did it generate an automatic change in its corporate control, but rather constituted an administrative authorization whose execution depended on subsequent acts.In this sense, it affirms that the untimely communication did not cause concrete economic harm to investors nor substantially affect market transparency or correct price formation. Likewise, it states that it did not obtain illicit benefit and that the conduct was not fraudulent.Regarding the criteria for sanction graduation, the Issuer reiterates the non-existence of precedents and recidivism, as well as the minimal impact on public interest or protected legal good, inasmuch as the information was finally communicated and no economic damage occurred.Finally, as mitigating circumstances, the Issuer states that it expressly acknowledged its responsibility, collaborated with the authority during the procedure, and proceeded to publish the corresponding Significant Event, which —in its opinion— demonstrates its willingness to correct and comply.5. That, the Consolidated Single Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS (hereinafter, TUO of the GPAL)1, contains common rules for the actions of the State's administrative function and regulates all administrative procedures developed in entities, including special procedures. Likewise, numeral 3) of article 230 of the TUO of the GPAL, 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 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 firm, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intentionality in the conduct of the infractor;6. That, the charges, the defenses, and the criteria regarding the graduation of the sanction have been subject to evaluation in the Report, which has been submitted to the knowledge of the SASCM;7. That, in observance of the provisions of numeral 5 of article 235 of the TUO of the GPAL, by Official Letter No. 1543-2026-SMV/11 of April 07, 2026, the Report was sent to the Issuer for it to formulate its allegations within a period of five (05) business days;8. That, in this regard, the Issuer on April 14, 2026, presented its allegations stating that the SASCM must also consider the mitigating factors and graduation criteria that have been considered by the Report;III. ISSUES TO BE DETERMINED1 By Supreme Decree No. 006-2026-JUS, published on April 30, 2026, in the Official Gazette El Peruano, the Consolidated Single Text of Law No. 27444 General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS, was approved.PERU Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men”“Year of Hope and the Strengthening of Democracy”5Electronic document digitally signed within the framework of Law N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría de la(s) firma(s) pueden ser verificadas en https://apps.firmaperu.gob.pe/web/validador.xhtml9. That, in the present ASP, the following must be determined:(i) Whether or not the Issuer incurred in the infractions indicated in the Letter of Charges and Report;(ii) Whether or not to impose a sanction on the Issuer;IV. ANALYSIS4.1. Applicable RegulationsRegarding the timely and incomplete communication of significant events10. That, in this regard, article 30 of the TUO of the SML states: “The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, where applicable, the respective stock exchange or entity responsible for the operation of the centralized mechanism, of significant events, including ongoing negotiations, about itself, the security and the offer made thereof, as well as to disclose such events in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the event occurs or the issuer becomes aware of it, as the case may be.” (…)”.(Underlining added);11. That, numeral 9.1 of article 9 of the Regulation of Significant Events and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (Regulation of Significant Events), states: “The Issuer must report its significant event as soon as such event occurs or the Issuer becomes aware of it, and in no case later than the day on which it occurred or became known (…)”. (Underlining added);12. That, in this regard, article 4 of the Regulation of Significant Events states: “Article 4.- Criteria for determining the capacity for significant influence of information To evaluate the capacity for significant influence of information and its possible qualification as a significant event, the Issuer must consider the importance of the act, agreement, event, ongoing negotiation, decision or set of circumstances in its activity, assets, results, financial situation or business or commercial position in general; or in its securities or in the offer thereof; as well as in the price or negotiation of its securities.” (Underlining added);13. That, likewise, in accordance with numeral 8.3 of article 8 of the Regulation of Significant Events, it must be considered: If the effectiveness of the information contained in a significant event is conditioned on prior authorization or subsequent approval or ratification by another body, person, entity or authority, this condition must be clearly specified. Decisions or agreements adopted under a suspensive condition must also be communicated to the market as significant events, expressly stating that they are subject to the fulfillment of a certain condition”. (Underlining added);14. That, for the purposes of determining the possible sanction regarding Charges No. 01, 02 and 03; said infractions are typified in subsection 3.1 numeral 3 of Annex I of the Sanctions Regulation, which states that a minor infraction constitutes: “Presenting outside the established term, or doing 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, significant events and, annual reports.” (Underlining added);PERU Ministry of Economía y FinanzasSMVSuperintendencia del Mercado de Valores“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres”“Año de la Esperanza y el Fortalecimiento de la Democracia”6Electronic document digitally signed within the framework of Law N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría de la(s) firma(s) pueden ser verificadas en https://apps.firmaperu.gob.pe/web/validador.xhtml15. That, in accordance with article 35 of the Sanctions Regulation, these infractions are punishable by admonition or a fine of not less than one (1) UIT and up to twenty-five (25) UIT;4.2. Case Evaluation16. That, in administrative file No. 2025043858, which contains the documentation of the present ASP, it is observed that by Memorandum No. 4193-2025-SMV/11.1 of October 09, 2025 (File No. 2025023716), the General Superintendency of Conduct Supervision (hereinafter, IGSC) —a body of the Superintendency of Securities Market – SMV that has among its functions and powers, the supervision of compliance with the rules applicable to issuing companies with securities registered in the RPMV, evaluating indications of possible infractions, and submits, for its consideration, the respective reports of indications of infraction to the IGCC—, submitted to the IGCC, the result of its evaluation, and specifically what refers to the present ASP;17. That, it should be noted that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity, which conclude with a report of indications of infraction, determine that its pronouncement or opinion on a specific supervision issue must necessarily be an opinion on the merits of the matter —with the possibility that a decision may even be taken, such as, for example, the adoption of corrective measures—. Now, it should be specified that said opinion and the report of indications of infraction prepared by the IGSC are not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation2;18. That, in this way, it is understood that in the evaluation of the facts related to the present ASP, two (2) other administrative bodies or instances of the SMV, functionally independent from each other and from this Office, have intervened and participated prior to the issuance of the present resolution; first the IGSC which in due course 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 ASP, it is up to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charges, it being necessary to indicate that due to its nature, as previously stated, it will be a decision of sole administrative instance for the charges subject to the present ASP;2 “Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS The General Superintendencies of Supervision and the Deputy Superintendency of Risks conduct preliminary inquiries into possible infractions of the regulations under the SMV's competence that they detect as part of their supervision functions. When said bodies conclude that there are sufficient indications of possible administrative infractions, they submit the corresponding reports to the General Superintendencies of Compliance, which determine whether or not to initiate an administrative sanctioning procedure. If applicable, the General Superintendencies of Compliance may conduct additional inspections or investigations of the reported indications. (…)”PERU Ministerio de Economía y FinanzasSMVSuperintendencia del

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