Superintendence Resolution No. 004-2026-SMV/10 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
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Adjunct Superintendent Resolution SMV
No. 004-2026-SMV/10
Lima, January 16, 2026

Summary: Sociedad Agente de Bolsa Sura S.A. is sanctioned with a (01) fine of 3,468 UIT equivalent to S/ 15,952.80 (Fifteen thousand nine hundred fifty-two and 80/100 Soles) for having committed a (1) minor infraction typified in Annex I, numeral 3, clause 3.1 of the SANCTIONS REGULATION, for failing to present periodic information within the deadline established by the applicable regulations.

Administered: Sociedad Agente de Bolsa Sura S.A.
Subject: Administrative sanctioning procedure
File No.: 2025018680

The Adjunct Superintendent of Prudential Supervision

HAVING SEEN:

The administrative file No. 2025018680, and Report No. 1849-2025-SMV/10.3, issued by the General Superintendent of Prudential Compliance; as well as the defenses presented by Sociedad Agente de Bolsa Sura S.A.; and,

CONSIDERING:

In accordance with Article 1 of Law No. 29782, Law on the Strengthening of Securities Market Supervision, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Superintendence of the Securities Market (SMV), so that any reference to CONASEV in legal norms shall be understood as referring to the SMV;

I. FACTS

Within the supervisory functions assigned to the SMV, an evaluation was carried out regarding the timely presentation of occasional information by Sociedad Agente de Bolsa Sura S.A. (hereinafter, SURA SAB);
As a result of said evaluation and under the authority of the provisions of the Single Text of the General Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO LPAG), through Office No. 2465-2025-SMV/10.3, notified on May 5, 2025

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(hereinafter, OFFICE OF CHARGES), a charge was filed against SURA SAB for violating the provisions of the Regulation of Intermediation Agents, approved by SMV Resolution No. 034-2015-SMV-01 (hereinafter, RAI), in force at the time the facts occurred, for not presenting within the deadline established by the applicable regulations for brokerage societies, its annual individual financial statements, together with the corresponding external financial audit report for the 2021 fiscal year, which had a deadline for presentation to the SMV of February 28, 2022; however, they were approved and sent to the SMV on March 4, 20221;

The aforementioned non-compliance is typified in Annex I, numeral 3, clause 3.1 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), which prescribes as a minor infraction: "To present outside the established deadline, or to present it 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 audited individual or consolidated financial information, the individual or consolidated intermediate financial statements, management report, special audit report, material events, and annual reports";
In writing received on May 12, 2025, SURA SAB presented the defenses to the charges formulated through the OFFICE OF CHARGES;
The charge formulated, as well as the defenses presented by SURA SAB, have been the subject of evaluation by the General Superintendent of Prudential Compliance in Report No. 1849-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendence;
In observance of the Principle of Due Process contemplated in both Article IV, clause 1, numeral 1.2 of the Preliminary Title, as well as in Article 248°, numeral 2, of the TUO LPAG, through Office No. 7336-2025-SMV/10, the administrative file to which this resolution refers was made available to SURA SAB for its review;

II. MATTERS TO BE DETERMINED

In the present administrative procedure, in the opinion of this Adjunct Superintendence, it corresponds to determine the following:
a. Whether SURA SAB incurred or did not incur an infraction for not presenting its annual individual financial statements, together with the corresponding external financial audit report for the 2021 fiscal year, in accordance with the deadline established in Article 96° of the RAI, in force at the date the facts occurred. b. Whether it corresponds or does not correspond to impose a sanction on SURA SAB;

III. ANALYSIS

3.1 On the applicable regulations

With regard to the facts exposed in the preceding section, SURA SAB would have failed to comply with the provisions of Article 96° of the RAI, in force at the time the facts occurred, which establishes the following:

1
File No. 2022009216.

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"Article 96.- Audited financial statements2
The Agent must present to the SMV its financial statements prepared at the close of each year, together with the external financial audit report, on the day they are approved by the corresponding body, the deadline for their respective approval being February 28 of each year.
(…)";

3.2. On the charges formulated

Through the OFFICE OF CHARGES, charges were filed against SURA SAB for not communicating, within the deadline established by the regulations, its annual financial information, together with the external financial audit report corresponding to the 2021 fiscal year;

3.3. On the defenses presented

In response to the charges made, SURA SAB mentions that on February 24, 2022, the audit firm EY informed the referred brokerage society about the impossibility of concluding the audit process due to force majeure circumstances arising from the growing wave of COVID-19 infections, and that it committed to concluding the audit by March 4, 2022;
Regarding this, SURA SAB mentions that it communicated said event to the SMV through file No. 2022007591 dated February 24, 2022, as well as requested an extension of the deadline for the presentation of periodic information;
In addition, SURA SAB indicates that it complied with its commitment to present the year-end financial statements since it voluntarily remedied the presentation of regulatory documents through file No. 2022009218 on March 4, 2022, that is, four days after the date set by regulation and before being notified of the start of an administrative sanctioning procedure. Furthermore, SURA SAB alleges that it has no antecedents of infractions for the presentation of regulatory documents out of deadline by the brokerage society and that it had willingness to comply with regulatory norms;
Finally, SURA SAB requests the reduction of the sanction based on the application of Article 236-A3 of the General Administrative Procedure Law;

3.4 Evaluation of the defenses

Regarding this, it must be indicated that SURA SAB is a company supervised by the SMV with an operating authorization granted through Superintendent Resolution No. 121-2015-SMV/02, dated November 30,

2
Article 96 of the RAI was modified by the Ninth Complementary Modifying Provision of the Norms on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the Superintendence of the Securities Market, approved by Article 1 of SMV Resolution No. 013-2023-SMV/01, and published in the Official Gazette El Peruano on December 10, 2023.
3
Article modified by Article 2 of Legislative Decree No. 1272, published on December 21, 2016. Through Supreme Decree No. 004-2019-JUS which approves the Single Text of Law No. 27444 – General Administrative Procedure Law, a compilation was carried out that collects and orders the modifications made by Legislative Decrees No. 1272 and No. 1452 to Law No. 27444, General Administrative Procedure Law. Based on this, the articles referred to the exemptions and mitigating factors of responsibility are collected in Article 257° of the aforementioned Single Text.

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2015, and has knowledge of the applicable regulations for the presentation of periodic information, for which it is under the obligation to act diligently in the communication of said information. Nevertheless, this did not occur, given that this lack of diligence led SURA SAB to incur the infraction subject of charges;

In effect, in the present case, SURA SAB presented the information described in the third consideration outside the deadline established in Article 96° of the RAI, with a delay of four (4) days, which has been expressly pointed out by the brokerage society;
Regarding SURA SAB's argument referring to the delay in the presentation of the information under analysis being due to force majeure reasons by its external auditor, who would have presented difficulties to conclude the audit process due to the health conditions of the country resulting from the Covid-19 disease, it is noted that at the time of the commission of the infraction (February 28, 2022), the National State of Emergency declared through Supreme Decree No. 184-2020-PCM had been extended on various occasions through the issuance of certain Supreme Decrees, among which are Nos. 010-2022-PCM, and 016-2022-PCM4. In this sense, it is noted that the infraction occurred within the framework of the National State of Emergency as a consequence of the Covid-19 disease;
Taking this into account, it is considered that at the time of the commission of the infraction, the National State of Emergency was presented in a repeated manner over time, that is, said event had a permanent character;
On this particular matter, it must be taken into account that a case of force majeure must be transitory or temporary and does not have a permanent character, because this would oppose the requirements of extraordinary, unforeseeable and irresistible;
Regarding this, the Permanent Chamber of Constitutional and Social Law of the Supreme Court of Justice of the Republic in Casation No. 1764-2015 of September 15, 2015 has pronounced itself on the following terms (p. 9 and 10):

"THIRD: Interpretation of Article 1315 of the Civil Code (…)
3.6 In such context, for the qualification of the interruption of electricity supply due to force majeure to which electricity concession companies are obliged to communicate to users and the Regulatory Body pursuant to Article 87 of the Electricity Concessions Law, it must be taken into consideration the nature unforeseeable, irresistible and extraordinary of the event (specified in the preceding norm N1), related to the frequency of the occurrence of the event (described in norm N2), so that if the event that interrupts or varies the conditions of electricity supply becomes frequent being repetitive, usual and common, it disproves the unforeseeability of the fact, as the frequency and reiteration of the facts contributes to the possibility of foreseeing and the extraordinary character resides in that the

4 Supreme Decree No. 016-2022-PCM, in force from February 28, 2022, extended the National State of Emergency for a period of thirty-two (32) calendar days.

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event is outside the ordinary and common; for which the frequency will imply as a legal consequence that the event is not qualified by the Competent Body as one of force majeure, in reason that the habitual and ordinary character of the event ceases to be unforeseeable and extraordinary; due to its reiteration, it can be foreseen, resulting foreseeable and ordinary, the concessionaire having to take adequate measures to avoid the event." (Underline added).

According to Casation No. 1764-2015, if an event that becomes frequent, that is, repetitive, usual and common, the characters of extraordinary and unforeseeable of the fact are disproven. Likewise, the frequency and reiteration of a fact allows it to be foreseen resulting foreseeable and ordinary, adequate measures having to be taken to avoid it;
In accordance with what has been stated, exceptional situations by their very nature do not subsist for a prolonged time, if so, they would lose their exceptional character and become a permanent situation. Likewise, the fact that the circumstance preventing compliance with the obligation to submit information prolongs over time necessarily means that companies obliged to present their information can adopt prevention measures to comply with said obligation;
As previously stated, it is considered that at the time of the commission of the infraction, the National State of Emergency was presented in a repeated manner over time, that is, said event had a permanent character, so it did not meet the requirements of extraordinary, unforeseeable and irresistible, in that sense, it was a common and foreseeable event and it was possible to avoid that said event prevents SURA SAB from complying with its obligation;
According to what has been exposed, considering that the National State of Emergency was an event that had a permanent or frequent character at the time of the commission of the infraction, in the present case a case of force majeure has not been configured, so SURA SAB is not exempt from responsibility for the infraction. In that sense, the fact that the aforementioned National State of Emergency has prolonged necessarily means that SURA SAB could have adopted prevention measures to comply with its obligation of timely presentation of periodic information relative to the annual individual financial statements of the year 2021;
Taking this into account, it must be mentioned that SURA SAB had a prudent time to adjust or adapt its internal procedures in order to guarantee compliance with the obligations of presentation of the mentioned periodic information, especially if it is taken into consideration that the deadline for the approval and presentation of audited financial information consists of two months from the date of the year-end close;
Thus then, based on the defenses presented on this extreme, it does not correspond to support the argument by which SURA SAB seeks to exempt itself from responsibility for its non-compliance under the allegation that its external auditor could not conclude its audit process for force majeure reasons, since SURA SAB should have foreseen and taken the necessary measures to avoid that situations like the described could happen in a context that did not qualify as extraordinary;
Without prejudice to what has been stated, it must be taken into account

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that in accordance with current regulations5 the preparation of the financial statements of the intermediation agents corresponds to the management of the company, that is to say that in the analyzed case, such obligation would correspond to the management of SURA SAB, being rather the responsibility of the audit society contracted by the intermediation agent, to validate the information presented in the financial statements so that they reasonably reflect the financial situation of the intermediation agent, issuing for such purposes the respective report;

Likewise, it is worth highlighting that in accordance with Article 96° of the RAI. the obligation to present the audited financial statements of the 2021 fiscal year, on February 28, 2022, corresponds to the brokerage society, that is to SURA SAB and not to the audit society;
For its part, it must be indicated that as a consequence of the sanitary emergency situation resulting from the COVID-2019 pandemic, the SMV adopted a series of measures that allowed the extension of presentation deadlines, as was the case of Superintendent Resolution No. 033-2020-SMV/02 (hereinafter, RSUP 033-2020), in force since March 21, 2020 and Superintendent Resolution No. 074-2020-SMV-02 (hereinafter, RSUP 074-2020), in force since August 19, 2020, with which the SMV communicated the new opportunity for the delivery of the information regulated by Article 8° of RSUP 033-2020, establishing as the deadline for the presentation of said information August 31, 2020;
In this sense, although the period of the National State of Emergency was extended until December 31, 2021, it was known by the entities authorized by the SMV that from September 1, 2020 onwards the deadlines established by the regulations were regularized, so that during a year and a half subsequent to said date, the intermediary could adopt the pertinent measures, in coordination with its audit society, which would have allowed it to comply with the presentation deadline in a timely manner;
Now then, regarding SURA SAB's argument referring to the request for extension of the deadline for the presentation of the observed information, it must be mentioned that Article 96° of the RAI establishes a maximum deadline for the presentation of periodic information relative to the annual individual financial statements, not contemplating that said deadline can be extended at the request of the brokerage societies, for which said societies are obliged to be sufficiently diligent to present the referred information within the deadline established in said article;
On the other hand, regarding the alleged voluntary remediation of SURA SAB through the presentation of the documents on March 4, 2022, it must be specified that the infraction subject of analysis cannot be remedied, in accordance with what is established in Article 28°, literal c) of the SANCTIONS REGULATION6, in view that any non-compliance with the regulations on the timely presentation of periodic information affects the transparency of the securities market, as this safeguards the right of investors (real and potential) and the general public, to access said information in a timely manner in order to adopt investment decisions or carry out a certain evaluation;

5 Numeral 11.102 of Section Fourth of the Manual for the Preparation of Financial Information approved by CONASEV Resolution No. |03-99-EF/94.10.
6
"Article 28.- CASES IN WHICH REMEDIATION DOES NOT APPLY AS AN EXEMPTION FROM RESPONSIBILITY Remediation prior to the notification of the charge of charges is not considered as an exemption from responsibility, when a communication demanding compliance with the obligation has been issued.
Those not subject to remediation for the purposes of the provisions of literal f) of Article 27:
(…)

PERÚ Ministry of Economy and Finance

In attention to what has been exposed, it is concluded that SURA SAB has not disproven the charges imputed to it in this extreme;
Consequently, taking into account the considerations previously stated, it is noted that SURA SAB has incurred a (1) infraction qualified as minor, typified in Annex I, numeral 3, clause 3.1, of the SANCTIONS REGULATION, in force at the date of the commission of the facts, according to which it constitutes an infraction: "To present outside the established deadline, or to present it 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 audited individual or consolidated financial information, the individual or consolidated intermediate financial statements, management report, special audit report, material events, and annual reports";
As for the arguments exposed by SURA SAB regarding the non-existence of antecedents for infractions of identical commission, as the reduction of the sanction, it must be noted that this will be evaluated at the time of determining the sanction to be imposed;

IV. EVALUATION OF THE SANCTION

In accordance with what is established in Article 35° of the SANCTIONS REG

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