Resolution of the Superintendent of Conduct Supervision No. 009-2026-SMV/11

PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"1Electronically signed document digitally signed under 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.xhtmlResolution of the Assistant Superintendency SMVNº 009-2026-SMV/11Lima, February 27, 2026Summary: To sanction INTEGRATEL PERÚ S.A.A. with a total fine of 3.30 UIT for having incurred one (1) minor infraction typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation.Administered Entity: INTEGRATEL PERÚ S.A.A.Subject: Administrative Sanctioning Procedure of a single administrative instanceMain Type: Subsection 3.1 of numeral 3 of Annex I of the Sanctions RegulationMINOR INFRACTIONFile N°: 2025032668The Assistant Superintendent of Market Conduct SupervisionSEEN:Administrative file N° 2025032668, containing the administrative sanctioning procedure (hereinafter, the ASP) initiated by the General Intendency of Conduct Compliance of the Superintendency of Securities Market – SMV (hereinafter, the IGCC), against INTEGRATEL PERÚ S.A.A. (hereinafter, the Issuer); as well as Report N° 1292-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC, as well as the oral hearing held on October 19, 2025;CONSIDERING:I. FUNCTION AND COMPETENCE OF THE SASCM1. That, the IGCC —the instructing body of the ASPs referred to in the present case—, has brought to the attention of the Assistant Superintendency of Market Conduct Supervision of the SMV (hereinafter, SASCM), administrative file N° 2025032668, in order for it to issue a decision as the sanctioning body of a single 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 by the Consolidated Single Text of its Organic Law, Decree Law N° 26126 (hereinafter, LOSMV), and the Consolidated Single Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF-11 (hereinafter, TUO LMV); as well as by the provisions of the Sanctions Regulation,PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"2Electronically signed document digitally signed under 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.xhtmlapproved by SMV Resolution N° 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 N° 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, the compliance control of which corresponds to the aforementioned Assistant Superintendency. Likewise; the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;II. FACTS, CHARGE AND DEFENSES OF THE ISSUER2.1. Facts2. That, it was evaluated whether the Issuer complied or not with presenting eventual information to the securities market in a timely manner;2.2. Charge3. That, as a result of said evaluation, by Official Letter N° 4004-2025-SMV/11.2 (hereinafter, Charge Official Letter), the Issuer was charged because it communicated on February 22, 2024, a material event, referring to the call for the Annual Obligatory Shareholders' Meeting for March 25 and 29, 2024; in first and second call, respectively, whose agenda included, among others, the approval of the 2023 Annual Report, attaching for this purpose the text of the report to be submitted for approval by the meeting;4. That, however, after the communication of this material event, the Issuer, by material event of March 07, 2024, presented late a regularization to the material event of February 22, 2024, sending again a copy of the 2023 Annual Report, in which it is indicated that said version includes clarifications regarding the number of shares issued and other information of lesser relevance as indicated, information that was not in the material event of February 22, 2024. (File N° 2024007831);2.3. Defenses5. That, by writing dated August 13, 2025, the Issuer presented its defenses stating; among others, the following:(i) On February 22, 2024, the Issuer presented, as a material event, the call for its annual obligatory shareholders' meeting in first and second summons to address, among other topics considered on the agenda, the approval of the 2023 Annual Report. On that date, it presented the text of the annual report to be submitted for consideration by its meeting.(ii) Subsequently, the Issuer states that on March 7, 2024, that is, prior to the celebration of the annual obligatory shareholders' meeting, it noticed some inaccuracies in the text of the 2023 annual report registered as a material event on February 22, 2024, for which reason it presented, on the same date, by way of regularization, minor corrections to it, specifically, to the information on the number of shares issued and other information of little relevance, which it registered with the supporting letter required by law.PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"3Electronically signed document digitally signed under 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.xhtml(iii) Likewise, the Issuer specifies that the corrected information was already available to the public in previous material events and obligatory reports, which demonstrates that there was no affectation to market transparency or information asymmetry.(iv) On this, the clarifications made by the Issuer in the text of the 2023 Annual Report will be summarized:a. Page 109: Correction to the title in figuresThe Issuer states that it noticed an error in the figures for total assets, liabilities, and equity in the 2023 fiscal year, the impact of which is reflected in the variation column, being minimal; it also states that the corrected information is consistent with that appearing in the financial information for the fourth quarter and preliminary annual report for the 2023 fiscal year presented on February 13, 2024, under file N° 2024006175; as well as, with the audited financial statements presented together with the call to the meeting, in the same file as the annual report on February 22, 2024 (File N° 2024007831).b. Page 123: information related to the last capital increase, specifically the number of shares prior to its execution and the resulting number after the operationThe Issuer noticed an error in the “number of shares” (i) “at the beginning”, that is, prior to the capital increase executed in 2023; and, (ii) “after operation”, which is the result of the execution of said operation. According to the Issuer, said editing error is immaterial and was noticed and presented according to the following detail: (i) the corrected number in the cellPERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"4Electronically signed document digitally signed under 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.xhtmlof “N° of shares at the beginning” corresponds to the number of shares with which the capital increase started 3,344,363,158; erroneously, the amount of the share capital at the close of 2022, that is 2,106,948,789.54, was included in the text presented in February; and, (ii) the number recorded in “N° of shares after operation” was corrected to 4,187,736,652 -a figure consistent with that appearing in the preceding paragraph to said table when the number of shares in which the share capital is represented is established-; in this case, the amount of the share capital 2,638,274,090.76 was considered -not the number of shares in which such capital is represented.The Issuer states that the corrected inaccuracy is not relevant, especially considering that: (i) the correct information on the share capital and the number of shares at the close of 2023; (ii) such information is public since, on the occasion of the capital increase, the market was informed of the amount of capital and the number of shares as a material event, as recorded in file N° 2023015546 of April 5, 2023, and in file N° 2023027268 of June 20, 2023; and, (iii) it monthly complies with informing, as a material event, the figure of its share capital and the number of shares in which it is represented, which in the present case was public since April 2023 when the figure of the share capital resulting from the operation was determined.c. Page 124: Referring to the share structure and voting shares as of December 31, 2023.The Issuer states that due to an editing error, the tables considered in the 2022 annual report were included. It also specifies that the information on the number of shares held by the then shareholder was public since June 20, 2023, when it was notified that July 07, 2023, would be the delivery date of the new shares in its favor as a consequence of the executed capital increase.PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"5Electronically signed document digitally signed under 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.xhtmlIn addition, the Issuer states that through the information reported on shareholders with more than 5% participation, on August 02, 2023, it presented information regarding participation of less than 5%.d. Page 131 referring to the information on fees paid to the external auditorThe Issuer states that the corrections made aimed to distinguish the information on invoiced services contracted to the external auditor from those actually paid at the close of 2023, that is, they were aimed at providing more precise and complete information to the market in this regard; it also specifies that such clarification has no adverse effect whatsoever in terms of securities market regulations.PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"6Electronically signed document digitally signed under 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.xhtml(v) According to the Issuer, it has not incurred in the untimely or incomplete presentation of the 2023 annual report, since it registered it via MVNet, on the date of the call to its annual obligatory shareholders' meeting, and completely, that is, in accordance with the Rules 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 N° 013-2023-SMV/01. That is, the objective element of the infraction typified in subsection 3.1 numeral 3 of Annex I of the Sanctions Regulation would not be met, since the Annual Report was presented within the deadline and with all the formal requirements demanded by the applicable regulations. The corrections made were voluntary and prior to approval by the Board, without altering the integrity or timeliness of the information available to the market.(vi) The Issuer states that the clarifications have not generated adverse effects or consequences, nor any prejudice in the market and have not undermined the timely presentation of the annual report made in February 2024. In addition, the Issuer specifies that it did not obtain any benefit from the minor corrections made, except to present to its board a complete document that reflected the management and information of the Company for the 2023 fiscal year.6. That, by Supreme Decree N° 004-2019-JUS, the Consolidated Single Text of Law N° 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), 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, was approved. 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 asset, (d) The economic damage caused, (e) Recidivism, for the commission of the same infraction within a period of one (1) year from the date 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 infringer;7. That, the charge, 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;8. That, in observance of the provisions of numeral 5 of article 255 of the TUO of the LPAG, by Official Letter N° 5616-2025-SMV/11 of October 01, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) working days:PERÚ Ministry of Economy y FinanzasSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"7Electronically signed document digitally signed under 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.xhtml9. That, regarding this, the Issuer on October 09, 2025, formulated its allegations. In this regard, it reiterates its arguments contained in its defenses, that the imputed act has not generated affectation to the interests of investors, has not been a product of fraud nor constitutes a recidivist conduct; and that the immediate application of the corrective measures adopted by the Issuer when presenting the text of the 2023 Annual Report again be taken into account, for which reason it requests consideration of not imposing any sanction and that the provisions of literal f) of article 257 of the TUO of the LPAG be applied as an exemption from liability for having voluntarily remedied the omission and that therefore the present ASP be archived;10. That, by means of the aforementioned brief of allegations, the Issuer requested an oral hearing;11. That, by Official Letter N° 6024-2025-SMV/11, a hearing for the oral hearing was scheduled;12. That, by writing dated October 24, 2015, the Issuer accredited its representatives for the oral hearing;13. That, on October 29, 2025, the oral hearing was held between the representatives of the Issuer and officials of the SASCM, before whom the Issuer's defense arguments were presented, reiterating its reasoning presented in its written defenses and allegations;III. ISSUES TO BE DETERMINED14. That, in the present ASP, the following must be determined:(i) Whether the Issuer incurred or not in the infractions indicated in the Charge Official Letter and Report;(ii) Whether or not to impose a sanction on the Issuer;IV. ANALYSIS4.1. Applicable Regulations15. That, regarding this, article 30 of the TUO of the LMV states: "The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, where appropriate, the respective stock exchange or entity responsible for the conduct of the centralized mechanism, of material events, including ongoing negotiations, about itself, the security and the offer made thereof, as well as to disseminate such events truthfully, sufficiently and timely. The information must be provided to said institutions and disseminated as soon as the event occurs or the issuer becomes aware of it, as the case may be." (...). (Underlining added);16. That, numeral 9.1 of article 9 of the Regulation on Material Events and Reserved Information, approved by SMV Resolution N° 005-2014-SMV/01 (Regulation on Material Events), states: "The Issuer must report its material event as soon as such event occurs or the Issuer becomes aware of it, and in no case beyond the day on which it occurred or became known (...)". (Underlining added);PERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"8Electronically signed document digitally signed under 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.xhtml17. That, numeral 5.1 of article 5 of the Regulation on Material Events states the following: "The Annex that forms part of this Regulation includes an illustrative list of facts, acts, agreements and decisions, whose purpose is to facilitate the Issuer's identification, qualification and classification of information that could qualify as a material event." It should be noted that the reference to Annex corresponds to Annex 1 of the aforementioned regulation;18. That, in accordance with numeral 1 of Annex 1 that forms part of the Regulation on Material Events, it is indicated that the following constitute material events:"Calls and Agreements1. Call for shareholders' meetings, creditors' meetings or bondholders' assemblies, indicating the respective agenda and the documentation available to shareholders, creditors and bondholders, as the case may be, as well as the agreements adopted therein.In the case of a call for an annual obligatory meeting or equivalent body, the Issuer must attach a copy of the audited annual financial information and the annual report to be submitted for approval.Exceptionally, in the case of a foreign Issuer with securities registered in the RPMV and in another regulated foreign market, it may send the information required in the preceding paragraph to the SMV as soon as it has it. This, when, as a consequence of the requirements of the foreign market regulations, it is not possible for it to have said information at the time it calls its Shareholders' Meeting or equivalent body. (...)"19. That, for the purposes of determining the possible sanction, this infraction is typified in subsection 3.1 numeral 3 of Annex I of the Sanctions Regulation, which states that the following constitutes a minor infraction: "Presenting audited individual or consolidated financial information, interim individual or consolidated financial statements, management report, special audit report, material events and annual reports outside the established deadline, or incompletely, or without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate body, to the SMV, the Stock Exchange, the entity in charge of the centralized trading mechanism or any other entity or subject of the securities market." (Underlining added);20. That, in accordance with article 35 of the Sanctions Regulation, this infraction is punishable by admonition or a fine of not less than one (1) UIT and up to twenty-five (25) UIT;4.2. Case Evaluation21. That, in administrative file N° 2025032668, which contains the documentation of the present ASP, it is noted that by Memorandum N° 2248-2024-SMV/11.1 of June 20, 2024 (File N° 2024023792), the General Intendency of Conduct Supervision (hereinafter, IGSC) —an 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 ofPERÚ Ministry of Economy and FinanceSMVSuperintendency of Securities Market“Decade of Equal Opportunities for Women and Men""Year of the Recovery and Consolidation of the Peruvian Economy"9Electronically signed document digitally signed under 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.xhtmlinfraction, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;22. That, it must be borne in mind that the procedures and legal forms with which the IGSC conducts its fiscalization and/or supervision activity and concludes it with a report of indications of infraction, determine that its pronouncement or opinion on a specific supervision issue —which may even contain a decision, such as p

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