Superintendence Resolution No. 030-2025-SMV/11 — SMV — PE

PERU Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship Superintendence Resolution Adjunct SMV No. 030-2025-SMV/11 Lima, May 12, 2025 Subject: To sanction QUALITAS INSURANCE COMPANY S.A. with a total fine of 6.25 UIT for having committed one (1) serious infringement typified in paragraph 2.19 numeral 2 of Annex I of the Sanctions Regulation and one (1) minor infringement typified in paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation. Administered Entity: QUALITAS INSURANCE COMPANY S.A. Subject: Administrative Sanctioning Procedure of double administrative instance Main Type: Paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation and paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation MINOR AND SERIOUS INFRACTION File No.: 2025000030 The Adjunct Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2025000030, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendent of Conduct Compliance of the Superintendence of the Securities Market – SMV (hereinafter, the IGCC), against Qualitas Compañía de Seguros S.A. (hereinafter, the Issuer); as well as Report No. 354-2025-SMV/11.2 (hereinafter, the Report), issued by said General Superintendent; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

That, the IGCC – the instructing body of the PAS referred to in this case – has brought to the attention of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS contained in administrative file No. 2025000030 with the aim that it issues a decision as the sanctioning body of single instance or first instance, according to the type of infringement evaluated. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning power of the SMV established through the Concorded Single Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Ordered Single Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-11 (hereinafter, TUO of the LMV); as well as by what is provided in the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM to impose sanctions in single administrative instance or in first instance as appropriate, for the commission of infringements whose compliance control corresponds to said Adjunct Superintendence. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infringement;
That, regarding the infringement concerning the late presentation of a material event, a single administrative instance corresponds, in accordance with article 14 of the Sanctions Regulation, and what is established in numeral 14 of article 43 of the ROF-SMV, which establish that the Adjunct Superintendent of the SASCM resolves the reconsiderations filed against the resolutions issued;
That, regarding the infringement corresponding to the communication of the registration date without observing the deadline established in the regulation, two administrative instances correspond in accordance with article 15 of the Sanctions Regulation, and what is established in numeral 26 of article 12 of the ROF-SMV, which establish that the Superintendent of the Securities Market resolves the appeals against the resolutions issued in first instance by the Adjunct Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES, DEFENSES AND ARGUMENTS OF THE ISSUER
2.1 Facts
That, it was evaluated whether the Issuer fulfilled its obligation to communicate a material event in a timely manner and inform the registration date observing the deadlines established in the Regulation on Cut-off Date, Registration and Delivery, approved by CONASEV Resolution No. 069-2006-EF/94.10 (hereinafter, Dates Regulation);
2.2 Charges
That, as a result of said evaluation, through Letter No. 007-2025-SMV/11.2 of January 8, 2025 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer:
FIRST CHARGE:
LATE COMMUNICATION OF THE MATERIAL EVENT
PRESENTED ON MARCH 29, 2023
Through a material event of March 29, 2023 (File No. 2023013352), the Issuer communicated that, in the Mandatory Annual Shareholders' Meeting, celebrated on the same day, various agreements were approved, among which the capital increase by monetary contributions up to 5.9 million dollars was approved, as well as the procedure for the exercise of the preferential subscription right, through rounds; however, the registration and delivery date of the preferential subscription certificates was not indicated. Through a material event of April 14, 2023 (File No. 2023013352), in a way to regularize the material event mentioned in the previous paragraph, the Issuer completed the information sent and indicated that in the Mandatory Annual Shareholders' Meeting of March 29, 2023 it fixed as the registration and delivery date of the preferential subscription certificates for April 19 and 20, 2023, respectively. According to what is stated in the preceding paragraphs, the Issuer would not have communicated, in a sufficient and timely manner in the material event of March 29, 2023, the information about the registration and delivery date of the preferential subscription certificates for April 19 and 20, 2023, respectively, information that was only completed through a material event of April 14, 2023. Consequently, the material event of March 29, 2023 would be late. SECOND CHARGE:
COMMUNICATION OF REGISTRATION DATE WITHOUT OBSERVING THE DEADLINE ESTABLISHED IN THE REGULATION Through a material event of April 14, 2023, in regularization of the material event of March 29, 2023, the Issuer communicated, among others, that the Mandatory Annual Shareholders' Meeting fixed as the registration date of the preferential subscription certificates for April 19, 2023.
After the respective verification, it can be concluded that the Issuer would not have complied with the minimum required deadline from the communication of the material event (April 14, 2023) until the date determined as the registration date (April 19, 2023). According to what is established in the Dates Regulation, at least twelve (12) days must elapse, excluding both the day of communication and the day established as the registration date. Therefore, the registration date should have been from May 04, 2023; however, it was fixed as the registration date for April 19, 2023, as shown in the following table (Table No. 1):
Table No. 1: Table of registration dates of the preferential subscription certificates

In relation to the above, it is important to note that in the material event of March 29, 2023 it was informed that, in the Mandatory Annual Shareholders' Meeting, celebrated on the same day, it was approved, among others, to increase the share capital; however, the registration and delivery date of the preferential subscription certificates was not included. This information was informed subsequently through the material event of April 14, 2023 (File No. 2023013352). It is necessary to highlight that the obligation to inform a material event will be considered fulfilled only if the Issuer complies with the requirements established in the Regulation on Material Events, according to numeral 7.3 of article 7 and numeral 8.1 of article 8 of said regulation. According to what is described above, it can be indicated that the Issuer would not have complied with the minimum deadline required regarding that the registration date must be informed as a material event at least twelve days before – not including the day of communication as a material event nor the day established as the registration date – of the day determined by the issuer as the registration date, which was informed on April 14, 2023. Being so, the registration date should have been established from May 04, 2023, and not for April 19, 2023 (File No. 2023013352);
2.3 Defenses and arguments
6. That, through a writing of January 21, 2025, during the deadline granted to present their defenses regarding the infringements formulated against them, the Issuer recognized responsibility for the commission of the infringements, according to what is established in letter a) of article 26 of the Sanctions Regulation;
7. That, likewise, the Issuer requests that the criteria established in the Sanctions Regulation for the imposition of a sanction be taken into consideration, for which it indicates the following:
a) Antecedents: The Issuer points out that the antecedents and recidivism should be evaluated considering, apart from the possible existence of previous records, the nature, context and specific circumstances of the imputed facts. b) Circumstances of the commission of the infringement: The Issuer requests that the following be taken into account:
(i) Due to an involuntary operational lack of coordination, the person in charge of entering the information via MVNet omitted the letter with the detail of the capital increase and the information regarding the registration and delivery dates for the exercise of the preferential subscription rounds.
(ii) Likewise, it did not identify said omission in a timely manner, carried out the management of the publications in the newspapers of the notice for the exercise of the preferential subscription right, in which the registration and delivery dates of the preferential subscription certificates appeared, proceeding to publish them as a material event.
(iii) Likewise, with the publication of the notice carried out on April 14, 2023, the Issuer realized the omission of the information obligation that it should have fulfilled on March 29, 2023. In that sense, immediately, it proceeded to inform the detail of the approved capital increase, unfortunately, with 16 days of delay, and taking into account that the registration and delivery dates were published in the newspapers, at that moment, it informed the registration and delivery dates. c) Economic damage caused and its repercussion in the market: The Issuer points out that on the date when the referred communications were made, the Issuer had two (2) shareholders: Qualitas Controladora SAB de CV, as the main shareholder, and a shareholder, holder of one (1) share. The main shareholder always had full knowledge of the capital increase agreement of March 29, 2023, as well as the fixing of the registration and delivery dates of the preferential subscription certificates, regardless of the involuntary error committed by not carrying out the communications in a timely manner, so the imputations did not cause any damage to any interested party. d) Gravity of the damage to the public interest and/or protected legal good: The Issuer points out that the imputations correspond to the violation of norms of protection of market transparency. Nevertheless, we reiterate that the correct functioning of the market has not been affected. e) Benefit illegally resulting from the commission of the infringement: The Issuer points out that it has not obtained any benefit from its infringements nor any other market participant in general. f) Existence or not of intent in the conduct of the infringer: The Issuer points out that the two non-compliances attributed were not carried out deliberately, but through negligence, since there was never a will to fail to comply with the obligations established in the securities market regulation. On this particular matter, both Imputations were generated by an involuntary error, which was the omission to present, via regularization, a complementary letter including the detail of the capital increase. g) Probability of detection of the infringement: The Issuer points out that it can be verified publicly as they are Material Events, with which the probability of detection is high;
8. That, in another respect, regarding the argument on the application of the more favorable norm in the case of the first imputation, the Issuer requests “(…) the application of the norms in force at the date of presentation of the present writing according to the “Principle of retroactivity of the more favorable norm” recognized in article 248 numeral 5 of the TUO of the LPAG, which establishes that, the sanctioning provisions in force at the time the administered entity incurs in the conduct to be sanctioned are applicable, unless the subsequent ones are more favorable.”;
9. That, likewise, regarding the second imputation, the Issuer points out that “the sanctions to be applied must be proportional to the non-compliance qualified as an infringement, observing the sanction evaluation criteria, as we develop in the previous section. (…), in application of the principle of proportionality, considering that there is no damage in the market, that the error was committed due to an incorrect reading of the norm, that there was no intent, as well as that there are no affected investors, we consider that this should be treated as a minor infringement.”;
10. That, the Ordered Single Text of the General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG) contains common norms for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, numeral 3) of article 248 of the TUO of the LPAG points 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 gravity 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 the term of one (1) year from when the resolution that sanctioned 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;
11. That, the charge formulated, the defenses presented, and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been brought to the attention of the SASCM;
12. That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 1862-2025-SMV/11 of April 1, 2025, the Report was sent to the Issuer so that it can send its arguments within the term of five (5) business days;
13. That, in attention to said letter, through a writing of April 8, 2025, the Issuer presented its arguments to the report, indicating the following: “(…) although we agree with the evaluation carried out (…), attending to the circumstances of the commission of the infringement, we request that the SASCM evaluate the imposition of a lower fine, even more considering the available antecedents and the application of the principles of proportionality and legitimate trust.”;
14. That, in addition to that, in the writing of April 8, 2025, the Issuer made reference to previous pronouncements issued by this Office referred to the same type of infringement as the present PAS, such as: (i) the Superintendence Resolution Adjunct SMV No. 102-2021-SMV/11, through which an admonition was imposed to WATER AND SEWERAGE SERVICE – SEDAPAL; (ii) Superintendence Resolution Adjunct SMV No. 073-2024-SMV/11, through which a fine of 5 UIT was imposed to BBVA PERU BANK; and, Superintendence Resolution Adjunct SMV No. 073-2024-SMV/11 through which a fine of 2.1 UIT was imposed to Electro Sur Este S.A.A.;
15. That, likewise, the Issuer, in its argument writing, develops the application of the principles of reasonableness and legitimate trust for the graduation of the sanction to be imposed, which will be evaluated in the corresponding section to DETERMINATION OF THE SANCTION;
III. QUESTIONS TO DETERMINE
16. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infringement indicated in the Letter of Charges and Report.
(ii) If it corresponds or not to sanction the Issuer;
IV. ANALYSIS
4.1 Applicable Normativity
FIRST CHARGE:
LATE COMMUNICATION OF MATERIAL EVENT
17. That, article 30 of the TUO of the LMV states: “The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct of the centralized mechanism, of the material events, including ongoing negotiations, about itself, the value and the offer that is made of it, as well as the obligation to divulge such events in a truthful, sufficient and timely manner. The information must be provided to said institutions and divulged as soon as the event occurs or the issuer takes knowledge of it, as the case may be”;
18. That, what is provided by numeral 7.3 of article 7 of the Regulation on Material Events must be taken into account, which establishes: “7.3. The obligation to inform a material event will only be understood as fulfilled if the Issuer has observed the requirements established in this Regulation and in the corresponding technical specifications established by the SMV. (…)”;
19. That, paragraph 8.1 of article 8 of the Regulation on Material Events states that: “In the content of the communication of a material event, the Issuer must observe the following (8.1) Be truthful, clear, sufficient and complete. (…)”;
20. That, it is worth indicating that numeral 14 of Annex 1 of the Regulation on Material Events states that material events constitute: “14. Information relating to the distribution or application of earnings of the exercise, indicating the amount and exercise to which it corresponds, and, if applicable, the dividend and/or percentage of released shares that corresponds per common and/or investment share, the number of shares benefited, as well as the registration date and delivery date of any value or benefit”;
21. That, according to the above, the Issuer would have

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incurred a minor infraction typified in paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "To submit outside the established deadline, or to do 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 negotiation mechanism or to any other entity or subject of the securities market, the audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, important events, and annual reports." (Underline added);

That, according to article 35 of the Sanctions Regulation, said infraction is sanctionable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

SECOND CHARGE:
COMMUNICATION OF REGISTRATION DATE WITHOUT OBSERVING THE DEADLINE ESTABLISHED IN THE REGULATIONS

That, article 13 of the TUO of the LMV, which establishes the following: "(…) Legal entities registered in the Registry and securities issuers registered are obliged to present the information that this law and other general provisions establish, being responsible for the veracity of said information";
That, likewise, the Issuer would have failed to comply with what is provided in article 5 of the Dates Regulation, which states the following: "Article 5.- The registration and/or delivery dates must be reported as an important event observing the content and deadline established in articles 4 and 7 of this regulation";
That, according to the foregoing, the Issuer would have failed to comply with what is provided in article 7 of the Dates Regulation, which establishes the following: "Article 7.- The issuer must report the registration date within a period of fifteen days from the occurrence of the corporate agreement or, if applicable, from the corresponding registration in the Public Registries. Additionally, whether it is a registrable act or a non-registrable act, the registration date must be reported at least twelve days before the day determined by the issuer as the registration date. This deadline does not include the day of communication as an important event nor the day established as the registration date. (…)";
That, for the purpose of determining the possible sanction, this infraction is typified in paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infraction: "To report the registration and delivery dates without observing the deadlines and other provisions established in the regulation on the matter";
That, according to article 38 of the Sanctions Regulation, said infraction is sanctionable with a fine greater than twenty-five (25) UIT and up to fifty (50) UIT;

4.2 Case Evaluation

PERÚ Ministry of Economy and Finance

That, in administrative file N° 2025000030, which contains the documentation of the present PAS, it is appreciated that through Memorandum N° 4411-2023-SMV/11.1 of October 19, 2023 (File N° 2023043856), the General Superintendence of Conduct Supervision (hereinafter, IGSC) —an organ of the SMV that has within its functions and powers the supervision of compliance with the norms applicable to companies with securities registered in the RPMV, evaluating indications of possible infractions, and remits, for its consideration, the respective indications of infraction reports, to the IGCC—, remitted to the IGCC, the result of its evaluation, and specifically what refers to the present PAS;
That, it must be kept in mind that the procedures and legal forms with which the IGSC conducts its auditing and/or supervision activity and upon concluding it with an indication of infraction report, determine that its pronouncement or opinion on a specific supervision topic—which can even contain a decision, such as, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it must be specified that said opinion and the indication of infraction report of the IGSC, is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation;
That, in this way, it is had that in the evaluation of the facts related to the present PAS, two (2) other administrative organs of the SMV, functionally independent from each other and from this Office, have intervened and participated previously to the issuance of this Resolution; first the IGSC which at its opportunity reported the indication of infraction and then the IGCC which, as a result of its evaluation, formulated the Notice of Charges and the Report; and at this point of the PAS, it corresponds to the Office of the SASCM to issue a pronouncement containing its decision regarding the mentioned charges, it being precise to indicate that by the nature of the same, it will be a decision of single and first administrative instance, according to the

2 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the auditing activity could conclude the following: 1) Certificate of conformity of the activity developed by the administrator; 2) Recommendation of improvements or corrections of the activity developed by the administrator; 3) The warning of the existence of non-compliance not susceptible of meriting the determination of administrative responsibilities; 4) The recommendation of the start of a procedure with the aim of determining the administrative responsibilities that correspond; 5) The adoption of corrective measures and 6) Other forms as established by special laws.

“Article 9.- PRELIMINARY INQUIRIES AS A CONSEQUENCE OF SUPERVISION ACTIONS (…) When said organs conclude that there are sufficient indications of possible administrative infractions, they remit the corresponding reports to the General Superintendencies of Compliance, which determine whether it corresponds to start or not an administrative sanctioning procedure. If the case, the General Superintendencies of Compliance may carry out additional inspections or investigations of the reported indications. In the case of possible infractions in the scope of the Regulation of the Participatory Financial Financing Activity and its Managing Societies, the preliminary inquiries are carried out by the General Superintendency of Investigation and Innovation, a dependency that, if there are sufficient indications of possible administrative infractions, will determine whether it corresponds to start or not an administrative sanctioning procedure.”

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type of infraction evaluated in the present PAS;

That, with respect to the defenses presented by the Issuer, it corresponds to indicate the following:
(i) The Issuer expressly and in writing recognizes its responsibility regarding the two (2) charges imputed in the Notice of Charges, attending to what is provided in letter a) of numeral 2 of article 257 of the TUO of the LPAG, and letter a) of article 26 of the Sanctions Regulation.
(ii) It corresponds to indicate that the voluntary declaration of recognition of the infraction by the Issuer is reputed as a condition of attenuating responsibility, so that when the applicable sanction is a fine, it is reduced by fifty percent (50%) if the recognition is presented within the deadline granted to present defenses, according to numeral 1 of letter a) of article 26 of the Sanctions Regulation, which will be considered at the moment of the determination of the sanction. (iii) Therefore, according to the express recognition of responsibility of the Issuer, the conduct regarding the incomplete and late submission of the important event subject of evaluation and of the fixing of the registration date without considering the deadlines established in the regulations of the matter, has been proven, which is reprehensible in the measure that it did not act with the diligence required, affecting in this way the transparency of the securities market; however, the circumstances of the commission of the infractions must be taken into consideration for the evaluation of the sanction that may correspond;
That, on the particular matter, it is worth highlighting that the Issuer has recognized the infractions, therefore, no greater analysis is required regarding this;
That, consequently, the conduct constitutive of the infractions by the Issuer is accredited, so it corresponds to analyze the proposal of sanction, which will be evaluated in the following section taking into account what argued by the Issuer in its statement of allegations;
That, in the statement of allegations, the Issuer mentions Superintendent Resolutions of Adjunct SMV on previous cases, as well as the sanctioning criteria. Regarding this, it must be specified that the situations of each administrative sanctioning procedure are particular and are determined not only in function of the type of infraction, but that other aspects are also taken into account, such as the number of antecedents or days of delay in the non-compliance incurred. Therefore, each sanction is evaluated and determined according to the particular situations of each administrative sanctioning procedure. Likewise, the sanctioning criteria developed by the Issuer in its statement of allegations, will be evaluated at the moment of the Determination of the Sanction in this Resolution;

V. DETERMINATION OF THE SANCTION

That, in the present PAS, two (2) infractions are analyzed, one minor and one serious, so we are before a real concurrence of infractions, in accordance with what is provided in the second paragraph of article 29 of the Sanctions Regulation, which states the following:

“Article 29.- CONCOURSE OF INFRACTIONS
(…)

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Likewise, when several conduct qualify as more than one infraction, the sanction that corresponds to the most serious infraction is imposed”;

That, with respect to the late communication of important events (First Charge) it has determined the existence of administrative responsibility by the Issuer, for the commission of an infraction typified in paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: "To submit outside the established deadline, or to do 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 negotiation mechanism or to any other entity or subject of the securities market, the audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, important events, and annual reports." (Underline added);
That, according to article 35 of the Sanctions Regulation, said infractions are sanctionable with a reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;
That, with respect to reporting the registration date without observing the established deadlines (Second Charge), it has been determined the existence of administrative responsibility by the Issuer, for the commission of an infraction typified in paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infraction: "2.19 To report the registration and delivery dates without observing the deadlines and other provisions established in the regulation on the matter." (Underline added);
That, according to article 34 of the Sanctions Regulation, said infraction 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, for the purpose of determining the proposed sanction, it must be mentioned that we are before two (02) infractions, one minor and one serious, therefore, for the purpose of applying the real concurrence referred to in the second part of article 29 of the Sanctions Regulation, the proposal of sanction will take into account the sanctioning criteria established in article 25 of the Sanctions Regulation, concordant with numeral 3) of article 248 of the TUO of the LPAG and article 344 of the TUO of the LMV, which develop the sanctioning graduation criteria:
(i) the sanctioning antecedents of the issuer, (ii) the recidivism, (iii) the circumstances of the commission of the infraction, (iv) the economic damage caused and its repercussion in the market, (v) the illicit benefit resulting from the commission of the infraction, (vi) the probability of detection of the infraction, (vii) the gravity of the damage to the public interest and/or legal good protected and (viii) the existence or not of intentionality in the conduct of the offender;

SANCTIONING CRITERIA

That, on the gravity of the damage to the public interest and/or legal good protected, it must be pointed out that although no gravity of the damage to the public interest is evidenced, the non-compliance of the obligation to inform the market of

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form timely by the issuers affects the transparency of the market, which is considered a protected legal good;

That, likewise, according to the exposition of motives of the Dates Regulation, the protected legal good is the transparency of the market, through the adequate submission of information. In this sense, in the present PAS, the Issuer violated the transparency of the market by reporting a registration date without observing the deadline that the referenced regulation provides;
That, with respect to the sanctioning antecedents, article 25 of the Sanctions Regulation establishes that they are antecedents of the offender, the sanctions that are imposed on him by the SMV and that became final within four (4) years prior to the moment of the commission of the infraction to be sanctioned. Likewise, the commission of the same infraction in the year prior to the infraction to be sanctioned is not considered as antecedents. In application of said criterion, it has been verified that the Issuer has sanctioning antecedents, according to the following detail, according to what evaluated in the Report:

N° Resolution Date of firmness
Sanction Antecedent
01 Superintendent Resolution
Adjunct
SMV N° 032-
2021-SMV/11 of April 23 of 2021.
04/06/2021 It was sanctioned with one (1) reprimand, for having incurred in an infraction of minor nature typified in numeral 3.1 of paragraph 3 of
Annex I of the Sanctions
Regulation
Charges 1 and 2
02 Superintendent Resolution
Adjunct
SMV N° 056-
2021-SMV/11 of June 09 of 2021.
22/07/2021 It was sanctioned with a fine of
4 UIT for having incurred in two (2) infractions of serious nature typified in paragraph 2.19 of numeral 2 of Annex I of the Sanctions Regulation and with a fine of
12.5 UIT for having incurred
in one (1) infraction of serious nature typified in paragraph 2.21 of numeral 2 of Annex I of the Sanctions Regulation Charges 1 and 2 03 Superintendent Resolution Adjunct SMV N° 079- 2021-SMV/11 of August 20 of 2021.
04/10/2021 It was sanctioned with a fine of
1.545 UIT, for having incurred
in one (1) infraction of minor nature typified in numeral 3.1 of paragraph 3 of
Annex I of the Sanctions
Regulation.
Charges 1 and 2

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04 Superintendent Resolution
Adjunct
SMV N° 058-
2022-SMV/11 of June 07 of 2022
22/07/2022 It was sanctioned with a fine of
2.5 UIT, for having incurred
in one (1) infraction of serious nature typified in paragraph 2.10, numeral 2 of
Annex I of the Sanctions
Regulation
Charges 1 and 2

That, on the recidivism of the offender, letter b) of article 25 of the Sanctions Regulation establishes that it takes into account that final sanction imposed by the SMV within the period of one (1) year prior to the commission of the infraction to be sanctioned. Regarding this, it has been verified that the Issuer has not been previously sanctioned for the commission of said non-compliances; that is, it does not have the quality of recidivist;
That, with respect to the circumstances of commission of the infractions, regarding the late communication of important event, it is had that through important event of March 29, 2023, the Issuer omitted to communicate the registration and delivery date of the certificates of preferential subscription of the capital increase, approved in the Mandatory Annual Shareholders' Meeting of the same date; nevertheless, this information was informed subsequently through important event of April 14, 2023, that is, with sixteen (16) calendar days of delay;
That, on the other hand, with respect to 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;
That, regarding this, it is opportune to specify that according to the information that appears on the Institutional Page of the SMV in the Digital Platform Unique of the Peruvian State for Citizen Orientation, the Issuer has one (1) shareholder whose participation represents 99.99% of the social capital, as it is shown in the following image (Image N° 1).

Image N° 1: Shareholder participation of the Issuer

That, on the economic damage caused and repercussion in the market, it has not been evidenced that the non-compliances of the Issuer have produced a quantifiable damage, understood as an economic damage

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caused to one or several investors. However, specifically regarding the communication of the registration date, said date needs to be informed to the market following the requirements established in the Dates Regulation so that investors can take decisions and find the price of the securities considering or not the consequences of the registration. In that sense, to date, no concrete economic damages have been evidenced; nevertheless, it is to note that this does not exclude the existence of an affectation to the transparency of the market;

That, on the illicit benefit resulting from the commission of the infraction, it has not been accredited that as a consequence of the infractions committed by the Issuer, an illicit benefit has been obtained or generated;
That, on the probability of detection of the infraction, it must be pointed out that the non-compliances in the communication of registration dates and submission of important events are verified through the internal control systems, so it is considered that for these types of non-compliances, such criterion is not relevant and therefore does not modify the sanction that is proposed;
That, on the existence or not of intentionality in the conduct of the offender, it can be pointed out that there are not sufficient elements to indicate that the Issuer acted with malice in the commission of the infraction, so this criterion would not have been configured. However, it is precise to indicate that despite there being no indications to point out that the Issuer acted with intentionality, it can be affirmed that the conduct of the Issuer was negligent, by not having acted with the exigible diligence before obligations already known by the Issuer;

CONCOURSE OF INFRACTIONS

That, on the application of the concurrence of infractions, in the present PAS, there is the concurrence of two (2) infractions, one minor and one serious, so we are before a real concurrence of infractions, in accordance with what is provided in the second paragraph of article 29 of the Sanctions Regulation, with which, it would correspond to impose the sanction of the infraction of greater gravity (serious infraction), that is, to the infraction typified in paragraph 2.19 numeral 2 of Annex I of the Sanctions Regulation, which, as has been mentioned, are sanctionable with a fine not less than twenty-five (25) UIT, and up to fifty (50) UIT;

APPLICATION OF THE PRINCIPLE OF PROPORTIONALITY BETWEEN THE SANCTION TO IMPOSE AND THE FACTS IMPUTED

That, the last paragraph of article 25 of the Sanctions Regulation states: "When, from the evaluation of the aforementioned criteria, it is noticed that there is no proportionality between the sanction to impose and the facts imputed, by exception and through a reasoned resolution, a sanction corresponding to a classification inferior to the provided can be imposed.";
That, as indicated above, in its statement of January 21, 2025, with respect to the infraction by communicating the registration date without observing the deadline established in the regulations, the Issuer requested the application of the last paragraph of article 25 of the Sanctions Regulation, which makes possible, by exception and through a reasoned resolution, a sanction corresponding to a classification inferior to the provided can be imposed;
That, in the present PAS, from the evaluation of the criteria developed, it is noticed that there would not be proportionality between the sanction that

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and authorship would correspond to impose and the imputed facts, therefore, by exception, it corresponds to impose a sanction corresponding to a classification lower than that provided, that is, to impose a sanction corresponding to minor infractions, that is, reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;
56. That, taking into account the analysis of the Sanction Criteria regarding the two (2) infractions: (i) communicating the important event of March 29, 2023, late and (ii) communicating the registration date without observing the deadline established in the regulations; and, considering that the Issuer has one (1) shareholder whose participation represents 99.99% of the share capital, it is considered that it corresponds to impose on the Issuer a total fine of 12.5 UIT 4 equivalent to S/ 61,875.00 (Sixty-One Thousand Eight Hundred Seventy-Five and 00/100 Soles);
APPLICATION OF MITIGATION FOR ACKNOWLEDGMENT OF RESPONSIBILITY
57. That, in accordance with letter a) of article 26 of the Sanctions Regulation, the acknowledgment of responsibility by the offender in an express and written manner, once the administrative sanctioning procedure has been initiated, constitutes a mitigating condition of responsibility for infractions;
58. That, the Issuer manifested in its writing of January 21, 2025, that it assumed its responsibility in an express and written manner regarding the imputed facts, therefore it corresponds to apply to the sanction a reduction of fifty percent (50%), in accordance with numeral 1) of letter a) of article 26 of the Sanctions Regulation, given that the acknowledgment of the infractions was presented within the deadline granted for the presentation of defenses;
59. That, in that sense, the initially proposed fine is reduced by fifty percent (50%); therefore, it corresponds to impose on the Issuer as a sanction, a total fine amounting to 6.25 UIT equivalent to S/ 30,937.50 (Thirty Thousand Nine Hundred Thirty-Seven and 50/100 Soles), for the infractions incurred, and;
Being in accordance with what is provided in numerals 13, 14 and 36 of article 43 of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF; RESOLVES:
Article 1º.- Declare that Qualitas Compañía de Seguros S.A. has incurred one (1) infraction of a minor nature, typified in clause 3, numeral 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 and one infraction (1) of a serious nature, typified in clause 2.19 of numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for: (i) not having communicated sufficiently and timely the important event of March 29, 2023; and (ii) not having complied with the minimum required deadline of twelve (12) days, from the communication of the important event (April 14, 2023) to the date determined as the registration date (April 19, 2023), when the registration date should have been from May 4, 2023, respectively.

4 Value of the UIT (2023): S/ 4,950 (Supreme Decree No. 309-2022-EF)

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and authorship
Article 2º.- Sanction Qualitas Compañía de Seguros S.A. with a total fine of 6.25 UIT equivalent to S/ 30,937.50 (Thirty Thousand Nine Hundred Thirty-Seven and 50/100 Soles), pursuant to article 1° of this Resolution.
Article 3º.- This Resolution does not exhaust the administrative route, it being possible to challenge it before this Adjunct Superintendency of Market Conduct Supervision by filing a reconsideration or appeal resource, administrative resources recognized in article 218 of the Single Consolidated Text of Law No. 27444, General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS, within a 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 for reduction of the corresponding sanction may be applied.
Article 4º.- In case this Resolution is not subject to challenge, it must be published on the “SMV Institutional Page on the Unique Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)”, in observance of what is provided in numeral 1 of article 7 of the “Policy on dissemination of normative projects, norms of general character, early agenda and other administrative acts of the SMV”, approved by SMV Resolution 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 Qualitas Compañía de Seguros S.A.
Register, communicate and publish.
Carlos Rivero Zevallos
Adjunct Superintendent
Adjunct Superintendency of Market Conduct Supervision

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