Superintendence Resolution No. 021-2025-SMV/11 — SMV — PE

That, the IGCC – the instructing body of the PAS referred to in the present case, has brought to the knowledge of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS contained in the administrative file No. 2024046102 with the aim that it issues a decision as the sanctioning body of first instance 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 Ordained Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 (hereinafter, TUO of the LMV); as well as by what is provided 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 first administrative instance for the commission of infringements whose compliance control corresponds to said Adjunct Superintendence. Likewise, the SASCM has the faculties to issue corrective measures aimed at reversing the situation altered by the commission of the infringements;
That, the charge subject of the present PAS corresponds to two (2) administrative instances in accordance with article 15 of the Sanctions Regulation, and to what is established in numeral 26 of article 12 of the ROF SMV, which establish that the Superintendent of the Securities Market resolves appeals against resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES AND DEFENSES OF THE ADMINISTERED
2.1 Facts
That, it was evaluated whether the Issuer complied or not with observing the deadlines established by the Regulation on Cut-off Date, Registration and Delivery, approved by CONASEV Resolution No. 069-2006-EF/94.10 (hereinafter, the Dates Regulation) for the communication of the important fact of March 28, 2024 referred to the registration date set for April 12, 2024;
2.2 Charge
That, as a result of said evaluation, through Office No. 5012-2024-SMV/11.2 of November 7, 2024 (hereinafter, Charge Office), a charge was formulated against the Issuer for communicating as an important fact the registration date for April 12, 2024 without observing the deadlines established in the Dates Regulation; since through an important fact of March 28, 2024, the Issuer communicated that the Mandatory Annual Shareholders' Meeting agreed, among other points, on the distribution of dividends corresponding to the 2023 exercise and it was determined as registration and delivery dates the days 12 and 30 of April 2024, respectively 2;
That, in this sense, it is observed that the Issuer would not have complied with what is established in article 7 of the Dates Regulation, since the registration date has not been informed with at least twelve (12) business days in advance, taking into account that the calculation of days is made excluding the day of communication as an important fact, nor the day established as the registration date. Being so, the registration date should have been established, in the present case,

1 Through Supreme Decree No. 020-2023-EF, published on February 10, 2023 in the Official Newspaper El Peruano, the Unified Ordained Text of the Securities Market Law, Legislative Decree No. 861 was approved. 2 File No. 2024013796.

PERU Ministry of Economy and Finance
SMV
Superintendence of the Securities Market
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and authorship any economic prejudice to investors, nor did it have any repercussion in the market. e. Illicit benefit resulting from the commission of the infringement: There was no illicit benefit of an economic nature, or of any other type, for Santa Luisa by the commission of the infringement. f. Probability of detection of the infringement: Regarding this criterion it must be indicated that the probability of detection of the accepted infringement is high since this type of communications are usually monitored and evaluated by the internal control systems of the SMV, as well as by the Lima Stock Exchange. This reinforces the fact that the recognized infringement was due to an involuntary error on the part of Santa Luisa. g. Gravity of the damage to the public interest and/or to the protected legal good: Regarding this criterion we must point out that, according to the statement of motives of the Regulation, the obligations it contains have an informative character for the market, that is, they relate directly to the obligation that every registered securities issuer has to disseminate true, sufficient and timely information to the market (this obligation is called the “Principle of Information Quality” and is developed in article 13 of the LMV), so that it allows participants in said market to make informed decisions and, simultaneously, contributes to the reduction of information asymmetry. Based on all the above, it is possible to affirm that the protected legal good that has been affected by the infringement is the transparency of the market and said affectation has had a negative effect on the public interest. Nevertheless, we want to highlight that, for the reasons already indicated in the analysis of the preceding criteria c) and d), this affectation has been non-material and minimal, which we request be taken into account when determining the sanction to be imposed. h. Existence or not of intent in the infringer's conduct: regarding this criterion we comply with stating that there has been no intent in Santa Luisa's actions. As we have indicated in section 2, the infringement has been committed involuntarily by a late sending of the communication caused by technical problems in the MVNET system, as well as by not considering two national holidays corresponding to Holy Week. It is clear that there was no intent in the commission of the infringement since the dividend delivery date is, in excess, after the minimum deadline established in the Regulation, discarding a scenario in which Santa Luisa could have advanced the registration date in order to advance the payment of the dividend.”
11. That, the Issuer also requests that the provision established in the last paragraph of article 25 of the Sanctions Regulation be applied to its case, in order that a sanction corresponding to a minor nature infringement be imposed on it. In this sense, the Issuer indicates that proportionality is a central element of administrative sanctioning law, recognized in the Unified Ordained Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree 004-2019-JUS (hereinafter, TUO LPAG), as an attribute of reasonableness (article 248.3 of the TUO LPAG);
12. That, due to the above, the Issuer requests the application of the exception established in the last paragraph of article 25 of the aforementioned Sanctions Regulation, for the following concrete reasons:
“a. There is no recidivism on the part of Santa Luisa. b. Santa Luisa has no antecedents of commission of serious infringements, it only has one antecedent of reprimand in the last four (4) years for a minor offense that represented an immaterial damage to the market.
c. There was no economic prejudice nor repercussion to the market by the infringement.
d. Santa Luisa did not perceive any type of benefit by the commission of the infringement. e. There was no intent on the part of Santa Luisa to commit the infringement. f. The possibility of detection of the infringement was high, which demonstrates the fortuitous and involuntary nature of the infringement. g. The infringement derived, in part, from problems with the MVNET system that prevented the sending on the originally planned date, as well as from national holidays derived from religious festivities. h. The affected legal good is the transparency of the market, but this affectation has been minimal, which is evidenced by the absence of quantifiable economic prejudice and absence of complaints or repercussion in the market.”
13. That, likewise, the Issuer points out that applying the exception contained in the last paragraph of article 25 of the Sanctions Regulation would be coherent with the latest cases developed by the SMV for infringements of a similar nature and circumstances. For these, the Issuer details a comparative table referring to administrative sanctioning procedures followed by the SMV in Files No. 2024008708, 2020033920 and 2020037413;
14. That, finally, the Issuer points out that in the PAS contained in Files No. 2020033920 and 2020037413 cited above, the Adjunct Superintendent of the SASCM decided, for situations very similar to those of the present case, to sanction the non-compliances with one (1) reprimand to each of the infringers, respectively;
15. That, due to the above, the Issuer requests that, in application of the Principle of Predictability or of Legitimate Confidence, the sanction imposed on it be a reprimand since: i) it has expressly recognized the commission of the infringement, ii) it has contributed to the clarification of the facts that gave rise to the infringement and iii) that the damage to the market is irrelevant, there being no prejudice to investors nor intent nor illicit benefit for the Issuer;

That, through Supreme Decree No. 004-2019-JUS,
the 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, the paragraph 3) of article 248 of the TUO of the LPAG, sets out the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infringement, (b) The probability of detection of the infringement, (c) The severity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) The recidivism for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final, (f) The circumstances of the commission of the infringement, and (g) The existence or not of intent in the conduct of the infringer;
That, the charge formulated and the criteria regarding the
graduation of the sanction have been the subject of evaluation in the Report, which has been made known to the SASCM;
That, in observance of what is provided in paragraph 5
of article 255 of the TUO of the LPAG, through Office No. 5820-2024-SMV/11 of December 23, 2024, the Report was sent to the Issuer, so that it formulates its allegations within the term of five (5) business days;
That, in attention to said office, through a letter
dated January 02, 2025, the Issuer presented its allegations to the report, and requested to make use of the floor to expose its arguments;
That, below are transcribed in a summarized manner the
allegations presented by the Issuer regarding the Report:

“1. Regarding the Imputed and Recognized Infringement.
(...)
1.3. (...) we wish to reiterate our recognition of the imputed infringement,
under the terms and scope indicated in our letter No. 1 and indicate our agreement with what is stated in the Report regarding said recognition and the legal effects derived from it. Likewise, we comply with indicating that the defenses contained herein have the exclusive purpose of granting your office more elements of analysis at the time of determining the amount of the sanction applicable to the recognized infringement and, in no way can they be considered as a change in our position regarding the recognition of the commission of the infringement. (...)

Regarding the reclassification of the infringement from a serious infringement
to a minor infringement based on a proportionality analysis.
2.1. In this regard, (...) we express our agreement with the
decision of (...) to accept our arguments regarding the reclassification of the recognized infringement from a serious one to a minor one, based on what is provided in article 25 of the Sanctions Regulation.

2.2. (...) we comply with reiterating (...) the same arguments
contained in our letter No. 1 regarding this aspect, (...).

Regarding additional elements of analysis for the
determination of the amount of the sanction to be imposed for the recognized infringement.
(...)
3.2. (...) we request that your office consider the following:
a. The Report, in its point VI “Conclusion” has suggested (...) imposing on Santa Luisa a fine of ten (10) UIT, rejecting our request that it be sanctioned with a reprimand, because it considers that there are elements linked to the sanction criteria and characteristics of this infringement, different from other cases in which a reprimand was imposed. b. We consider that the elements indicated (...) are objective, nevertheless, we believe that the proposed sanction of ten (10) UIT does not relate to the criteria of reasonableness and proportionality, with respect to the facts in the framework of which the infringement occurred.
c. Therefore, in order to give (...) more elements of judgment
that allow it to determine a reasonable and proportional sanction, we will develop below elements of judgment not included in the Report, so that they can be considered at the time of determining the sanction to be imposed on Santa Luisa.
Regarding the valuation of an additional mitigating factor:
collaboration of Santa Luisa in the clarification of the infringement.
4.1. As stated in our letter No. 1, Santa Luisa alleged in the
present case the application of two mitigating factors established in
article 26 of the Sanctions Regulation:
a. The mitigating factor established in paragraph a of article 26 on the application of a reduction in the sanction for the recognition of this by the infringer. b. The mitigating factor established in paragraph b of article 26 of the Sanctions Regulation linked to the collaboration of the infringer in the clarification of the infringement.
4.2. Regarding this, we wish to indicate that we are in agreement with the
application that (...) regarding the first mitigating factor indicated above.
Nevertheless, we consider that, at the time of determining the sanction, (...) has not applied nor rejected the second mitigating factor alleged by Santa Luisa.
4.3. As stated in paragraph 4.2 of the Report, (...) recognizes the
clarification by Santa Luisa regarding the facts of the infringement and indicates, correctly, that they cannot be

considered an exemption, since this would be contradictory with the recognition of the infringement that Santa Luisa makes, but rather as a mitigating factor.
4.4. On this basis, we wish to point out that, indeed, Santa
Luisa did not inform said facts to use the exemption of force majeure due to malfunction of the MVNET, since that, even if said system had functioned correctly, the infringement would have been committed as two (2) national holidays were not considered.
4.5. Nevertheless, Santa Luisa has made an effort to
determine the reasons that led to the infringement, clarifying the facts linked to the commission of the same, and these facts have been exposed before the SMV. This effort made by the regulated party fits within what is provided in paragraph b of article 26 of the Sanctions Regulation as a mitigating factor of the sanction to be imposed and must be considered by the resolving body.
4.6. Nevertheless, as stated in the Report, there is no such
evaluation, limiting the Report, on page 12, to applying the first mitigating factor alleged by Santa Luisa.
4.7. Therefore, we comply with indicating before your office the following:
a. The clarification of the facts that gave rise to the infringement has been duly carried out by Santa Luisa and recognized by (...) its report. b. (...), said clarification does not have the purpose of serving as an exemption, since Santa Luisa has recognized the infringement, but rather as a mitigating factor of the sanction that is finally imposed.
c. Nevertheless, the Report has not applied said mitigating factor at
the time of proposing a sanction nor has it indicated why it considers, if applicable, that said mitigating factor is not applicable.
4.8. We consider that Santa Luisa has complied with what is indicated in
paragraph b of article 26 of the Sanctions Regulation, and, therefore, it corresponds that, at the time of determining a sanction, said mitigating factor be applied and the amount of said sanction be reduced, in accordance with what is provided by the Sanctions Regulation.

Regarding the antecedents of similar cases previously resolved by the Deputy Superintendent of
Market Conduct Supervision.
5.1. As stated in our letter No. 1, Santa Luisa has alleged
that there are antecedents that must be considered at the time of determining the amount of the sanction applicable, citing Files 2024008708, 2020033920 and 2020037413 as applicable antecedents and indicating that,

as resolved in the last two files, a reprimand should be applied.
(...)
5.11. After the review of all precedents from the last
five (5) years, we can indicate the following:
a. The Sanctions Regulation has not established a scale of gradation of the sanction based on the days out of deadline for the communication of a registration date or a delivery date, if applicable. b. Notwithstanding this, from a review of all antecedents from the last five years, it is possible to indicate that the sanction proposed in the Report does not meet the criterion of proportionality, since the Superintendent proposes a sanction of 10 UIT for a single infringement with three days out of deadline, when, from a review of the antecedents, this type of sanctions has been imposed only in cases where there were more than two infringements (Case Banco BBVA Peru and Case Empresa Regional de Servicio Público de Electricidad Electronorte Medio S.A.) and in those where there were up to 7 days out of deadline.
c. In this sense, we recognize what is indicated by the
Superintendent regarding that the criteria for a reprimand are not met, however, we consider that the proposed sanction is disproportionate if we consider the similar antecedents and, rather, a sanction of 4 UIT would correspond so that, with the application of the mitigating factor, it corresponds to an effective fine of 2 UIT, (...)”

That, attending the request by the Issuer for
the use of the floor with the purpose of exposing its arguments, through Office No.
325-2025-SMV/11 of January 16, 2025, the use of the floor by the representatives of the Issuer was scheduled for January 23, 2025;
That, on January 23, 2025, at the institutional headquarters
of the SMV, the use of the floor by the representatives of the Issuer took place so that they could expose their arguments regarding the charge imputed, as stated in the ACT CONSTANCIA ON THE EXERCISE OF THE USE OF THE FLOOR IN ADMINISTRATIVE SANCTIONING PROCEDURE FILE No. 2024046102 which is in the PAS file before this Deputy Superintendence. The arguments presented by the Issuer reiterate the grounds contained in its allegation letter;

III. ISSUES TO BE DETERMINED

That, in the present PAS it corresponds to determine the
following:
(i) Whether the Issuer incurred or did not incur the infringement indicated in the Charge Office and Report; (ii) Whether it corresponds or does not correspond to impose a sanction on the Issuer;

IV. ISSUES TO BE DETERMINED

4.1 Applicable Normativity

That, regarding the communication of important facts, article 13 of the TUO of the LMV establishes the following: “(...) Legal entities registered in the Registry and issuers of securities registered are
obliged to present the information that this law and other provisions of general character establish, being responsible for the truthfulness of said information”;
That, in accordance with paragraph f) of article 8 of
the TUO of the LMV, the term days is defined as useful or business days, therefore as it is a matter of public order all those who participate in this market, regardless of whether they have or do not have stock exchange trading, must observe the deadlines established taking into consideration that when there are deadlines for the fulfillment of a regulatory obligation, these are computed as useful business days;
That, on the other hand and with respect to the obligation
to inform the cut-off, registration and delivery dates, article 7 of the Dates Regulation states:

“Article 7.- The issuer must inform the registration date within the term of fifteen days having occurred the corporate agreement or, if applicable, of having carried out the corresponding registration in the Public Registries. Additionally, whether it is a registrable act or a non registrable act, the registration date must be informed at least twelve days before the day determined by the issuer as the registration date. This term does not include the day of the communication as an important fact nor the day established as the registration date”.

That, the imputed infringement is typified in
paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infringement: “Inform the registration and delivery dates without observing the deadlines and other provisions established in the regulation of the matter”;
That, according to article 34 of the Sanctions
Regulation, such infringements are sanctionable with a fine not less than twenty-five (25) UIT and up to fifty (50) UIT;

4.2 Evaluation of the Case

That, in administrative file No. 2024046102,
which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 2181-2024-SMV/11.1 of June 03, 2024 3 , the General Superintendent of Conduct Supervision of the SMV (hereinafter, IGSC) —organ of the SMV that has within its functions and powers, the supervision of compliance with the norms applicable to issuers with securities registered in the Public Registry of the Securities Market - RPMV, evaluating the indications of possible infringements, and sends, for its consideration, the respective indications of infringement, to the IGCC—, sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
That, it must be kept in mind that the procedures and
legal forms with which the IGSC conducts its inspection and/or supervision activity

3 File No. 2024023618.

and upon concluding it with a report of indications of infringement, determine that its pronouncement or opinion on a specific topic of supervision —which can even contain a decision, such as, for example, the adoption of corrective measures—, be an opinion on the merits of the matter; it must be specified that said opinion and the report of indications of infringement of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation 4 ;

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 of the SMV, functionally independent from each other and from this Office; first the IGSC which at its opportunity reported the indications of infringement and then the IGCC which, as a result of its evaluation, formulated the Charge Office 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, it being precise to indicate that by the nature of the same, as has been previously indicated, it will be a first instance administrative decision;
That, prior to the corresponding analysis, it must
be pointed out that the formulation of the present charge was based on the fact that the Issuer did not observe the deadlines established by the Dates Regulation to communicate the important fact of April 12, 2024 referred to the registration and delivery dates on April 12 and 30, 2024;
That, the fulfillment of the obligations regarding the
presentation of timely periodic and eventual information by the issuers of securities registered in the RPMV is necessary for the transparency and proper functioning of the securities market, and in that sense the transparency of information is a protected legal good, it being necessary to point out that the non-observance of said obligation harms or affects it;
That, as has been proven, the Issuer did not comply with
what is established in article 7 of the Dates Regulation, since the registration date has not been informed by at least twelve (12) business days in advance. It is important to point out that the computation of days is carried out excluding the day of the communication as an important fact nor the day established as the registration date. Therefore, the registration date should have been from April 17, 2024; however, the Issuer set as the registration date for April 12, 2024;
That, as has been indicated, through a letter of
December 05, 2024, the Issuer recognized responsibility for the infringement subject of the charge. Such recognition constitutes a mitigating factor of responsibility in

“Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (...)
When said organs conclude that there are sufficient indications of possible administrative infringements they send the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to initiate 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 infringements in the scope of the Regulation of the Participatory Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendent of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative infringements will determine whether it corresponds to initiate or not an administrative sanctioning procedure.”

accordance with what is established in paragraph a) of article 26 of the Sanctions Regulation; in that sense, it will be considered at the time of the DETERMINATION OF THE SANCTION;

That, additionally to the recognition of the
responsibility carried out within the term to present defenses, the Issuer requests the application of the mitigating factor of responsibility for contributing to the clarification of the infringement, in accordance with what is established in paragraph b) of article 26 of the Sanctions Regulation; in that sense, it will be considered at the time of the DETERMINATION OF THE SANCTION;
That, likewise, the other defenses and allegations of the
Issuer regarding the interpretation of the Sanction Criteria and application of a sanction corresponding to a classification lower than that provided, these will also be considered at the time of the DETERMINATION OF THE SANCTION;
That, in accordance with what has been expressed, having
been proven that the Issuer has incurred in the infringement subject of the charge, by not observing the deadlines established by the Dates Regulation, it will proceed to determine the sanction that would be applicable, for which effect the principle of reasonableness and the sanction criteria, contained in article 344 of the TUO of the LMV, in article 25 of the Sanctions Regulation and what is provided by paragraph 3 of
article 248 of the TUO of the LPAG, which will be developed in the following
section;

V. DETERMINATION OF THE SANCTION

That, the non-compliance referred to informing the registration date without observing the deadlines is typified in paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infringement: “Inform the registration and delivery dates without observing the
deadlines and other provisions established in the regulation of the matter”. (Underline added);
That, regarding the sanction, article 34 of the
Sanctions Regulation, indicates that such infringement is sanctionable with a fine not less than twenty-five (25) UIT and up to fifty (50) UIT, or suspension of the negotiation of securities for up to one (1) year or of the placement of the public offer;
That, having determined the commission of the
infringements imputed; it corresponds to determine the sanction considering what is provided in article 25 of the Sanctions Regulation, in concordance with what is provided by paragraph 3) of article 248 of the TUO of the LPAG and article 344 of the TUO LMV. In such sense, it proceeds to analyze: (i) the sanction antecedents of the Issuer; (ii) the recidivism, for the commission of the same infringement within a period of one (1) year from when the resolution sanctioning the first infringement became final; (iii) the circumstances of the commission of the infringement; (iv) the economic damage caused and its repercussion in the market; (v) the illicit benefit resulting from the commission of the infringement; (vi) the probability of detection of the infringement; (vii) the severity 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 infringer (hereinafter, Sanction Criteria);

SANCTION CRITERIA

That, regarding the severity of the damage to the public
interest and/or protected legal good, it must be taken into account that according to the statement of motives of the Dates Regulation, the obligations contained in the

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 its authorship have an informative character towards the market; that is, the disclosure aims for investors to be able to make decisions and determine the price of the securities considering or not the consequences of the registration. In this sense, the protected legal interest is market transparency, through the adequate submission of information to the market. Therefore, in the present case, the Issuer violated the market transparency by reporting a registration date without observing the deadline provided for in the referenced regulation;

That, regarding the sanctioning antecedents,
Article 25 of the Sanctions Regulation establishes that the antecedents of
the offender are the sanctions imposed on them by the SMV that became final within the four (04) 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 antecedents. In application of this criterion, it has been verified that the Issuer has sanctioning antecedents, as has been detailed in the Report;
That, regarding recidivism for the commission
of the same infraction, paragraph b) of Article 25 of the Sanctions Regulation establishes that any final sanction imposed by the SMV within the period of one (1) year prior to the commission of the infraction to be sanctioned is taken into account. Regarding this, it has been verified that the Issuer has not been previously sanctioned for the commission of the referenced non-compliance; that is, it does not have the status of a recidivist;
That, regarding the circumstances of the
infraction, it has been verified that the Issuer reported on March 28, 2024 that its Mandatory Annual Shareholders' Meeting agreed, among other points, on the distribution of dividends corresponding to the 2023 fiscal year and the registration and delivery dates were determined as April 12 and April 30, 2024, respectively. In this sense, regarding the violation of the Dates Regulation, this infraction occurred because the Issuer did not observe the deadline established in the referenced regulation regarding the communication of the registration date, as it set this date for April 12, 2024, when it should have been from April 17, 2024 onwards. The Issuer has stated that the above was partly due to problems with the MVNet system that prevented the sending of information on the same day the General Shareholders' Meeting took place, as well as for not considering two national holidays corresponding to Holy Week. It must be taken into account that the Issuer has clarified that this does not constitute a defense for the acknowledged infraction;
That, regarding the economic harm caused and
market repercussion, it has not been evidenced that the Issuer's non-compliance produced a quantifiable harm, understood as an economic damage occasioned to one or several investors. However, specifically regarding the communication of the registration date, this date needs to be informed to the market following the requirements established in the Dates Regulation so that investors can make decisions and find the price of the securities considering or not the consequences of the registration. In this sense, to date, no concrete economic harms have been evidenced; nevertheless, it is worth noting that this does not exclude the existence of an impact on market transparency. Likewise, it must be stated that on April 12, 2024, the date that the Issuer incorrectly set as the registration date, the trading of its investment share (LUISAI1) was registered for a number of 110 investment shares and a total amount of S/ 14,630.00 (Fourteen Thousand Six Hundred Thirty and 00/100 Soles);

That, regarding the illicit benefit resulting from the
commission of the infraction, there is not sufficient evidence to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infraction under evaluation in the present PAS;
That, regarding the probability of detection of the
infraction, it must be stated that the probability of detection of the infraction committed is high, due to the fact that this type of non-compliance is detected by the SMV itself through periodic control actions;
That, regarding the existence or non-existence of
intent in the offender's conduct, it can be observed that the Issuer did not act with intent in the commission of the infraction; however, a lack of duty of diligence is evidenced in its capacity as an issuer with securities registered in the RPMV;

APPLICATION OF THE SANCTION CORRESPONDING TO A CLASSIFICATION LOWER THAN PRESCRIBED

That, the last paragraph of Article 25 of the Sanctions Regulation states: "When, from the evaluation of the aforementioned criteria, it is observed that there is no proportionality between the sanction to be imposed and the facts attributed, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than the prescribed one can be imposed.";
That, as indicated previously, in its defense submission of December 05, 2024, the Issuer requested the application of the last paragraph of Article 25 of the Sanctions Regulation, which makes it possible, by exception and through a reasoned resolution, to impose a sanction corresponding to a classification lower than the prescribed one;
That, in the present PAS, it must be taken into consideration that the Issuer has contributed to the clarification of the infraction, a situation that according to what is established in paragraph b) of Article 26 of the Sanctions Regulation constitutes a mitigating factor of responsibility;
That, in this sense, it is observed that from the evaluation of the criteria previously developed, there would be no proportionality between the sanction that should be imposed and the facts attributed, therefore, by exception, this Adjunct Superintendence considers that a sanction corresponding to a classification lower than the prescribed one should be applied, that is, to impose a sanction corresponding to minor infractions: reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;
That, likewise, the Issuer has requested that, taking into account the sanctions imposed in the administrative sanctioning procedures followed in Files No. 2020033920 and 2020037413, which according to the Issuer present situations similar to those of the present case, a reprimand be imposed on it;
That, regarding this, it must be stated that each case must be evaluated individually, taking into account the sanctioning criteria previously developed. Without prejudice to the foregoing, it must be indicated that: i) in File No. 2020033920, the sanctioned company had failed to timely inform a delivery date that was not related to a registration date, since the capital increase it had carried out entailed benefits for its sole

PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
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 its authorship shareholder, and ii) in File No. 2020037413, it is observed that between the date incorrectly set as the registration date and the minimum date that should have been established, there is only one (01) business day difference, while in the present PAS under evaluation, the difference is three (03) business days;

That, in attention to the evaluation in the Sanctioning Criteria detailed in this Resolution and considering the principle of reasonableness 5 contained in numeral 1.4 of Article IV of the TUO of the LPAG, this Adjunct Superintendence considers that it corresponds to impose on the Issuer a total fine of 10 UIT2 equivalent to S/ 51,150.00 (Fifty-One Thousand One Hundred Fifty and 00/100 Soles) for the infraction committed;

RECOGNITION OF RESPONSIBILITY FOR AN INFRACTION

That, in accordance with paragraph a) of Article 26 of the
Sanctions Regulation, it constitutes a mitigating factor of responsibility for infractions the recognition of responsibility by the offender in an express and written manner, once the PAS has been initiated;
That, as mentioned previously, the Issuer
manifested in its submission of December 05, 2024, that it recognized responsibility in an express and written manner regarding the attributed non-compliance. This has been evaluated in the Report, therefore it corresponds to apply an amount of reduction to the sanction of fifty percent (50%), in accordance with numeral 1) of paragraph a) of Article 26 of the Sanctions Regulation, given that the recognition of the infraction was presented within the deadline granted for the presentation of defenses;
That, consequently, performing the discount for the
recognition of responsibility for the infraction, it corresponds to impose on the Issuer as a sanction a total fine of 5 UIT equivalent to S/ 25,750.00 (Twenty-Five Thousand Seven Hundred Fifty and 00/100 Soles), and;

Being in accordance with what is provided in numerals 13 and 36 of
Article 43 of the Regulation of Organization and Functions of the SMV, approved by
Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1º.- Declare that COMPAÑÍA MINERA
SANTA LUISA S.A. has incurred one (01) infraction of a serious nature typified in paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for not having reported the registration date observing the deadlines established in the Regulation on Cut, Registration and Delivery Date, approved by CONASEV Resolution No. 069-2006-EF/94.10.

“Article IV. Principles of the administrative procedure

The administrative procedure is fundamentally based on the following principles, without prejudice to
the validity of other general principles of Administrative Law:
(…)
1.4. Principle of reasonableness.- The decisions of the administrative authority, when they create
obligations, qualify infractions, impose sanctions, or establish restrictions on the administrated, must adapt within the limits of the attributed power and maintaining due proportion between the means to be employed and the public ends to be protected, in order to respond to what is strictly necessary for the satisfaction of their purpose. (…)”.

Article 2º.- Sanction COMPAÑÍA MINERA SANTA
LUISA S.A. with a total fine of 5 UIT equivalent to S/ 25,750.00 (Twenty-Five Thousand Seven Hundred Fifty and 00/100 Soles), for what is provided in Article 1° of this Resolution.

Article 3º.- This Resolution does not exhaust the administrative
path, this being able to be challenged before this Adjunct Superintendence of Market Conduct Supervision through the filing of the reconsideration or appeal resource, administrative resources recognized in Article 218 of the Unified Text of the Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within the deadline of fifteen (15) business days counted from the day following its notification, as it is a procedure of double administrative instance. In case this Resolution is not challenged, the regime of reduction of the corresponding sanction may be accepted.

Article 4º.- In case this Resolution is not
subject to challenge, it must be published on the “Institutional Page of the SMV on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided by numeral 1 of Article 7 of the “Policy on publicity of normative projects, general character legal norms, early agenda and other administrative acts of the SMV”, approved by Resolution SMV No. 014-2014-SMV/01, and by what is provided in the last paragraph of Article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 5º.- Transcribe this resolution to
COMPAÑÍA MINERA SANTA LUISA S.A.

Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendence of Market Conduct Supervision

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