Superintendence Resolution No. 044-2025-SMV/11

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Superintendence Resolution Adjunct SMV No. 044-2025-SMV/11 Lima, July 22, 2025 Subject: To sanction Administradora del Comercio S.A. with a fine of 6.25 UIT for having committed two (2) minor infractions typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, and one (1) serious infraction typified in subsection 2.9 of numeral 2 of Annex I of the Sanctions Regulation Subject: ADMINISTRADORA DEL COMERCIO S.A. Subject: Administrative sanctioning procedure of single and double administrative instance Main Type:
Subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation and subsection 2.9 of numeral 2 of Annex I of the Sanctions Regulation MINOR AND SERIOUS INFRACTIONS File No.: 2025001022 The Adjunct Superintendent of Market Conduct Supervision SEEN:
The administrative file No. 2025001022, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendent of Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against Administradora del Comercio S.A. (hereinafter, the Issuer); as well as Report No. 787-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. 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 of administrative file No. 2025001022, with the aim that it issues a decision as the sanctioning body of the first or single administrative instance, as appropriate for the type of infractions evaluated in said PAS. 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 Unified Concorded Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Ordered 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 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 the first or single administrative instance, as appropriate for the type of infractions evaluated whose compliance control corresponds to the referred Adjunct Superintendence. Likewise; the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infractions;
2. That, regarding the charges referred to late presentation of material events and financial information, they correspond to a single administrative instance in accordance with the second paragraph of article 14 of the Sanctions Regulation and numeral 14 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, to impose sanctions in single administrative instance for the commission of infractions regarding the timeliness of presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, resolving the Adjunct Superintendent of the SASCM the reconsideration resources that are filed against the pronouncements that it issues in single administrative instance;
3. That, regarding the charge referred to the omission of presentation of a special audit report, it corresponds to two (2) administrative instances in accordance with the first paragraph of article 14 of the Sanctions Regulation and numeral 13 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Adjunct Superintendent of the SASCM, to impose sanctions in first administrative instance for the commission of infractions whose compliance control corresponds to the SASCM. Complementary to this, in accordance with article 15 of the Sanctions Regulation and numeral 26 of article 12 of the ROF-SMV, 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 AND DEFENSES
   2.1. Facts

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
4. That, it was evaluated whether the Issuer complied or not with disclosing to the securities market periodic and eventual information;
2.2. Charges
5. That, as a result of said evaluation, through Letter No. 173-2025-SMV/11.2 of January 10, 2025 (hereinafter, Charge Letter No. 1) (File No. 2025001022), the following charges were formulated to the Issuer:
(i) The late communication of the material event referred to the board meeting of June 14, 2024 that approved the call to a general shareholders' meeting to be held on June 24 and 28, 2024, in first and second call, respectively; which should have been communicated on the same day; however, it was informed on June 17, 2024.
(ii) The late presentation of its individual interim financial statements as of September 30, 2023 with its respective management report, approved by the general management on October 25, 2023, which should have been presented on the same day they were approved; however, they were presented on October 30, 2023.
6. That, likewise, through Letter No. 258-2025-SMV/11.2 of February 07, 2025 (hereinafter, Charge Letter No. 2) (File No. 2025001584), the following charge was formulated to the Issuer:
(i) Not having presented the special audit report, prepared by SOA Gaveglio, on the same occasion that it sent its individual interim financial statements corresponding to the second quarter of the 2022 fiscal year; however, to date it has not been presented;
7. That, through General Superintendent Resolution SMV No. 001-2025-SMV/11.2 of May 28, 2025, in accordance with what is provided in article 160 of the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG) and literal c) of article 16 of the Sanctions Regulation, the IGCC resolved to accumulate files Nos. 2025001022 and 2025001584, for their joint resolution, which will form file No. 2025001022;
2.3. Defenses
8. That, the Issuer presented three (3) writings indicating the following:
(i) In the writings presented on January 24 and February 05, 2025 regarding the non-compliances contained in Charges No. 1 and 2, the Issuer admits its errors and offers prompt amendment so that they do not occur again, besides, it states that "(...) our represented party comes from a simple reorganization process pursuant to which it ceased to be Banco de Comercio in September 2004, moving from a financial model to a commercial model; however, maintaining the registration of its shares before your entity despite the fact that our activity and patrimonial existence contracts to that of being a subsidiary company of the Military and Police Pension Fund whose shares represent 99.37% of our share capital". In this sense, it affirms that they have no stock market relevance, so the market would not have suffered any impact.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Complementarily, the Issuer mentions the sanctioning criteria contained in article 25 of the Sanctions Regulation, as well as the abstention from initiating an administrative sanctioning procedure provided for in article 24 of the same norm, in order to request that a sanction corresponding to a reprimand be imposed "(...) under the firm commitment to strictly comply with your legal information requirements, as our intention is not to generate any distortion that could affect the economic agents of the securities market". (ii) In the writing presented on February 21, 2025 regarding the non-compliance contained in Charge No. 3, the Issuer admits its errors and offers prompt amendment so that they do not occur again, likewise, it indicates that the special audit report was prepared by its company "(...) in view that the provision of assuming an expense under these conditions for payment to a high-category auditing society was complicated. However, our represented party, having the intention to comply with the SMV obligations, presented the cited report. It should be specified that, likewise, the cited report was presented together with the Financial Statements of the third quarter of 2022". Likewise, the Issuer adds that "(...) the Financial Statements of the year 2022 were audited by the firm Caipo y Asociados Sociedad Civil de Responsabilidad Limitada KPMG, which were without qualification (...)", and that "(...) the firm Gaveglio Aparicio y Asociados Sociedad Civil de Responsabilidad Limitada, audited the Financial Statements of the year 2023 and its opinion was without qualification, it also corroborates the lifting of the Report to the Financial Statements 2021 with qualification". Finally, in the present writing, the Issuer reiterates its request for the application of the reprimand sanction;
9. That, the 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, indicates the criteria regarding the graduation of the sanction: (a) The illicit benefit resulting from the commission of the infraction, (b) The probability of detection of the infraction, (c) The gravity of the damage to the public interest and/or protected legal good, (d) The economic damage caused, (e) Recidivism, for the commission of the same infraction within the period of one (1) year from when the resolution sanctioning the first infraction became final, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intentionality in the conduct of the infringer;
10. That, the charges formulated, the defenses and the criteria regarding the graduation of the sanction have been the subject of evaluation in the Report, which has been submitted to the knowledge of the SASCM;
11. That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 3317-2025-SMV/11 of June 13, 2025, the Report was sent to the Issuer so that it formulates its allegations within the period of five (5) business days, however, to date they have not been presented;
III. QUESTIONS TO DETERMINE

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
12. That, in the present PAS it corresponds to determine the following:
(i) If the Issuer incurred or not in the infractions indicated in the Charge Letters and Report; (ii) If it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1. Applicable Normativity
A. Charges referred to late presentation of material events and financial information
13. That, article 30 of the TUO of the LMV, establishes:
"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 trading mechanism, of material events, including negotiations in progress, about itself, the value and the offer made of it, as well as to disclose such events in a truthful, sufficient and timely manner. The information must be provided to these institutions and disclosed as soon as the event occurs or the issuer takes knowledge of it, as the case may be". (Underline added);
14. That, regarding this, it is opportune to indicate that numeral 5.1 of article 5 of the Regulation on Material Events and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Regulation on Material Events), indicates the following:
"5.1. In the Annex that is part of this Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer's identification, qualification and classification of the information that could qualify as a material event.
(...)
Any reference to Annex in this article shall be understood as referring to Annex 1.";
15. That, in accordance with numeral 1 of Annex 1 of the Regulation on Material Events, it would qualify as a material event:
"1. Call to shareholders' meetings, creditors' meetings or bondholders' assemblies, indicating the respective agenda and the documentation that is available to shareholders, creditors and bondholders, as the case may be, as well as the agreements adopted in them". (Underline added);
16. That, numeral 9.1 of article 9 of the Regulation on Material Events, indicates that: "The Issuer must inform its material event as soon as such event occurs or the Issuer takes knowledge of it, and in no case beyond the day on which it has occurred or has been known. (...)");
17. That, on the other hand, the obligation to present financial information is provided for in article 31 of the TUO of the LMV which states: "What is provided in the previous article does not relieve the issuer of the timely delivery to the SMV and, if applicable, to the respective stock exchange or entity responsible for the conduct

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship of the centralized trading mechanism, of the information that one or the other requires of it and, necessarily, that indicated below:
a) Its financial statements and indicators, with the minimum information that the SMV generally indicates, with a frequency not greater than quarterly; and, (...)");
18. That, likewise, article 9 of the Norms on Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report applicable to entities supervised by the SMV, approved by SMV Resolution No. 013-2023-SMV/01 (hereinafter, new Norms on Preparation, Presentation and Dissemination of FS), establishes that obligated subjects must prepare, present and disseminate their annual financial statements, which must be accompanied by the corresponding audit report, as well as the interim financial statements corresponding to the first, second, third and fourth quarter of the economic year;
19. That, numeral 15.2 of article 15 of the new Norms on Preparation, Presentation and Dissemination of FS, establishes that the individual interim financial statements corresponding to the third quarter, must be presented on the date of their approval, being the deadline for their approval October 31 of each year;
20. That, for the purpose of determining possible sanctions for the late presentation of the material event and financial information, these infractions are typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction:
"To present 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 trading mechanism or to any other entity or subject of the securities market, the individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, material events, and annual reports." (Underline added);
21. That, in accordance with article 35 of the Sanctions Regulation, these infractions are sanctionable with reprimand or a fine not less than one (1) UIT and up to twenty-five (25) UIT;
B. Charge referred to the omission of presentation of a special audit report
22. That, complementarily, in accordance with the above, article 32 of the TUO of the LMV establishes that:
"Article 32.- Accounting Standards. - The SMV establishes the accounting standards for the preparation of the financial statements and their corresponding notes of the issuers and other natural or legal persons subject to its control and supervision, as well as the form of presentation of such statements.
The audited financial information that by legal or administrative provision must be presented to the SMV or, if applicable, to the stock exchange or entity responsible for the conduct of the centralized trading mechanism, will be audited by auditing societies that maintain independence with respect to the legal person or patrimony audited";

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship
23. On the other hand, article 42 of the Financial Information Regulation and Manual for the Preparation of Financial Information, approved by CONASEV Resolution No. 103-1999-EF/94.10 and its modifying norms (hereinafter, Financial Information Regulation), establishes the following:
"Article 42nd AUDIT OPINION
In the case of a qualified opinion, adverse auditor opinion, or when the auditor abstains from opining, the opinion must clearly and specifically indicate the reasons that have motivated the qualification, as well as, if applicable, reveal the quantified effect of the qualifications on the financial statements or reveal that it is not possible to quantify said effect.
In the aforementioned cases, companies must obtain from the auditor a special report which they will present with the interim financial information of the following second quarter, which includes, without prejudice to others that may be necessary, the following aspects:
1. In the event that the qualifications have been remedied, this circumstance must be communicated, as well as the effects that the corrections introduced have on the financial statements of the current fiscal year
2. In the event that the causes that gave rise to the qualified opinion persist, this circumstance must be expressly stated, as well as the effects of having incorporated such qualifications in the financial statements of the current fiscal year, attaching the action plan to remedy them". (Underline added);
24. That, it should be noted that in accordance with articles 4 and 5 of the Norms on preparation and presentation of Financial Statements and Annual Report by entities supervised by the SMV, approved by SMV Resolution No. 016-2015-SMV/01 (hereinafter, Norms on preparation and presentation of FS), in force at the time of the commission of the infractions, establishes that legal persons registered in the Public Registry of the Securities Market - RPMV must present the individual interim financial statements of the second quarter to the SMV on the day they have been approved by the corresponding body, and have as their deadline for their approval July 31 of each year;
25. That, it should be noted that on December 10, 2023, the Norms on Preparation, Presentation and Dissemination of Financial Statements and Annual Report and Management Report applicable to entities supervised by the SMV, approved by article 1 of SMV Resolution No. 013-2023-SMV/01 and in force from December 11, 2023, were published;
26. That, regarding this, it is necessary to indicate that in accordance with article 3 of SMV Resolution No. 013-2023-SMV/01, the validity of the Norms on preparation and presentation of FS is maintained, exclusively for issuers regulated by the Superintendence of Banks, Insurance and AFP;
27. That, since its represented party is not an issuer regulated by the Superintendence of Banks, Insurance and AFP, today the applicable norms for this company are the new Norms on preparation, presentation and dissemination of FS for the events that are generated from the entry into force of said norm;

PERU Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
28. That, in this sense, in accordance with articles 14 and 15 of the new Standards on preparation, presentation and dissemination of Financial Statements (EEFF), the obligations and deadlines regarding the submission of individual interim financial statements are maintained;
29. That, consequently, in accordance with article 42 of the Financial Information Regulation, the Issuer was required to present to the SMV the special report together with the individual interim financial statements for the second quarter, with a deadline of August 01, 2022;
30. That, the aforementioned infringement is typified in paragraph 2.9 number 2 of Annex I of the Sanctions Regulation, which states that it constitutes a serious infringement: "Not to present to the SMV the special audit report contemplated in the Financial Information Regulation, containing the remediation of the qualifications that gave rise to the qualified opinion, adverse opinion or disclaimer of opinion of the external auditors regarding the company's financial statements, or the action plan that leads to the remediation of the causes that gave rise to the aforementioned opinions, as well as the effects of the incorporation of the qualifications in the financial statements of the period.". (Underlining added);
31. That, in accordance with article 34 of the Sanctions Regulation, such infringements are punishable by a fine of not less than twenty-five (25) UIT, and up to fifty (50) UIT;
4.2. Evaluation of the case
32. That, in administrative file N° 2025001022, which contains the documentation of the present PAS, it is appreciated that through Memorandum N° 278-2024-SMV/11.1 of January 19, 2024 (File N° 2024002333), through Memorandum N° 4045-2024-SMV/11.1 of October 11, 2024 (File N° 2024041361) and Report N° 1197-2024-SMV/11.1 of September 12, 2024 (File N° 2024034764), the General Superintendency 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 issuing companies with securities registered in the RPMV, evaluating indications of possible infringements, and refers, for its consideration, the reports of indications of infringement respective, to the IGCC—, referred to the IGCC, the result of its evaluation, and specifically what refers to the present case;
33. That, it must be taken into account that the procedures and legal forms with which the IGSC conducts its inspection and/or supervision activity and upon concluding it with a report of indications of infringement, determine that its pronouncement or opinion on a specific supervision topic —which can even contain a decision, for example, the adoption of corrective measures—, is an opinion on the merits of the matter; it must be specified that said

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría 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 12 ;
34. 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 the present 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 Notice of Charges N°s 1 and 2, as well as the Report; and at this point of the PAS corresponds to the Office of the SASCM, to issue pronouncement containing its decision regarding the mentioned charges, being precise to indicate that by the nature of the same, as has been previously pointed out, it will be a decision of single administrative instance for the charges on late presentation of important facts and financial information, and of first instance regarding the omission of presentation of special audit reports;
35. That, prior to the analysis of the defenses presented by the Issuer, it must be pointed out that the charges formulated were based on the following:
(i) The Issuer did not communicate in a timely manner the significant fact referred to the board of directors session of June 14, 2024, which approved the call to a general shareholders' meeting to be held on June 24 and 28, 2024, in first and second call, respectively; that it had to be communicated the same day; nevertheless, it was communicated on June 17, 2024.
(ii) The Issuer did not present in a timely manner the individual interim financial statements as of September 30, 2023 with its respective management report, approved by the General Management on October 25, 2023, which had to be presented the same day of approval; nevertheless, they were presented on October 30, 2023.
(iii) The Issuer did not present the special audit report, which had to be prepared by the SOA Gaveglio, and presented at the same time it sent its

1 In article 245 of the TUO of the LPAG it is indicated as forms or modes in which the inspection 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. 2 «Article 9.- Preliminary inquiries as a consequence of supervision actions (…) When said organs conclude that there are sufficient indications of possible administrative infringements they refer the corresponding reports to the General Superintendencies of Compliance, which determine whether or not it corresponds to start 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 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 Superintendency of Investigation and Innovation, a dependency that if there are sufficient indications of possible administrative infringements will determine whether or not it corresponds to start an administrative sanctioning procedure. (…)»

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría interim financial statements corresponding to the second quarter of the 2022 fiscal year, however, to date it has not been presented;
36. That, on the particular, through writings of February 05 and 21, 2025, the Issuer recognizes expressly and in writing by virtue of letter a) of article 26 of the Sanctions Regulation; however, as a way to provide elements for the corresponding evaluation, it develops the criteria of sanction referred to the circumstances of the commission of the infringement, as well as the damage caused and its repercussion on the market, aspects that will be taken into consideration at the moment of the determination of the sanction;
37. That, on the other hand, in relation to the comment of the Issuer regarding the possibility of adhering to the figure of abstention provided in article 24 of the Sanctions Regulation, it corresponds to specify that said figure only results procedent before the formal start of the administrative sanctioning procedure. In the present case, said condition is not met, since through the Notices of Charges N°s 1 and 2 the procedure was started, which makes impossible the application of the abstention;
38. That, consequently, the conduct constitutive of the three (3) infringements subject to charges is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the proposal of sanction in attention to what is disposed by the principle of reasonableness, the defenses and the criteria of sanction, which will be evaluated in the subsection of determination of the sanction;
V. DETERMINATION OF THE SANCTION
39. That, the infringements referred to the late presentation of important facts and financial information are comprised as light infringements in paragraph 3.1 of number 3 of Annex I of the Sanctions Regulation, which establishes as infringement: "Present outside the established deadline, or do it incompletely, or, without observing the technical specifications approved by the SMV or without communicating the approval by the corresponding corporate organ, 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 individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, important facts, and annual reports". (Underlining added);
40. That, in accordance with article 35 of the Sanctions Regulation, such infringements are punishable by admonition or fine of not less than one (1) UIT and up to twenty-five (25) UIT;
41. That, the infringement referred to the omission in the presentation of special audit reports is comprised as serious infringement in paragraph 2.9 of number 2 of Annex I of the Sanctions Regulation, which establishes as infringement: "Not to present to the SMV the special audit report contemplated in the Financial Information Regulation, containing the remediation of the qualifications that gave rise to the qualified opinion, adverse opinion or disclaimer of opinion of the external auditors regarding the company's financial statements, or the action plan that leads to the remediation of the causes that gave

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría origin to the aforementioned opinions, as well as the effects of the incorporation of the qualifications in the financial statements of the period.". (Underlining added);
42. In accordance with article 34 of the Sanctions Regulation, such infringements are punishable by a fine of not less than twenty-five (25) UIT, and up to fifty (50) UIT;
5.1. APPLICABLE SANCTION CRITERIA
43. That, having determined the commission of the imputed infringements, it corresponds to evaluate the sanction in accordance with article 25 of the Sanctions Regulation, concordant with number 3) of article 248 of the TUO of the LPAG and article 344 of the TUO of the LMV, which develop the criteria of sanction graduation: (i) the sanction antecedents of the issuer, (ii) the recidivism, (iii) the circumstances of the commission of the infringement, (iv) the economic damage caused and its repercussion on the market, (v) the illicit benefit resulting from the commission of the infringement, (vi) the probability of detection of the infringement, (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 infringer;
44. That, in addition to the previously cited norms, in order to determine the sanction to be imposed on the Issuer for the non-compliance referred to in Charge N° 2 for late presentation of financial information, the Criteria applicable to the administrative sanctioning procedure for non-compliance with the norms that regulate the remission of periodic or eventual information, approved by Resolution SMV N° 006-2012-SMV/01, valid at the moment of the commission of the infringement in question (Special Sanction Criteria), must be taken into account;
45. That, however, it must be indicated that through article 1 of Resolution N° 007-2023-SMV/01 of September 04, 2023, the Regime of Gradual Sanctions for late presentation of financial information, annual report and important facts (hereinafter, New Regime of Gradual Sanctions) was approved, whose article 4 disposed its validity from January 01, 2024; and in article 2 of the referred Resolution the Special Sanction Criteria are repealed;
46. That, in attention to the foregoing and considering that the norm has been modified, it corresponds to analyze if in the case of Charge N° 2 the provisions of the New Regime of Gradual Sanctions should be applied by virtue of the Principle of Favorable Retroactivity, established in number 5 of article 248 of the TUO of the LPAG, which states that: "(…) are applicable the sanctioning provisions valid at the moment the administrator incurs in the conduct to be sanctioned, unless the subsequent ones are more favorable to him";
47. That, regarding the non-compliance referred to in Charge N° 1 for late communication of important fact it corresponds to apply the provisions of the New Regime of Gradual Sanctions, valid at the moment of the commission of the infringement in question;
48. That, regarding the sanction antecedents, it is established that the antecedents of the infringer are the sanctions that have been imposed on him by the SMV and that obtained firmness within the four (4) years prior to the moment of the commission of the infringement to be sanctioned. Likewise, it is pointed out that, the commission of the same infringement in the year prior to the infringement to be

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría sanction is not considered antecedents. In application of said criterion, it has been verified that the Issuer has sanction antecedents, having been sanctioned by different and the same type of infringer, through one (1) resolution detailed below:
Resolution Date of firmness Sanction Antecedents Type Resolution of Adjunct Superintendency SMV N° 001-2021- SMV/11 of January 06 28/01/2021 A fine of 3.09 UIT, for having incurred in infringements of a light nature typified in Annex I, number 3, paragraph 3.1 of the Sanctions Regulation.
Charge N° 1 Same
Charge N° 2 Same
Charge N° 3 Same
Different
49. That, in relation to recidivism, letter b) of article 25 of the Sanctions Regulation establishes that it takes into account that firm sanction imposed by the SMV within the term of one (1) year prior to the commission of the infringement to be sanctioned. In that sense, it has been verified that there is no recidivism on the part of the Issuer;
50. That, on the circumstances of the commission of the infringement, it must be pointed out that, from the verification of the information disseminated by the issuers on the Institutional Page of the SMV, the following is observed:
(i) The late communication of the important fact referred to the board of directors session of June 14, 2024, which approved the call to a general shareholders' meeting to be held on June 24 and 28, 2024, in first and second call, respectively. The referred important fact had to be communicated the same day; nevertheless, it was informed on June 17, 2024, with three (3) calendar days of delay.
(ii) The late presentation of its individual interim financial statements as of September 30, 2023 with its respective management report, approved by the general management on October 25, 2023, which had to be presented the same day of approval; nevertheless, they were presented on October 30, 2023, with five (5) calendar days of delay.
(iii) The omission in the presentation of the special audit report, which had to be

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría prepared by the SOA Gaveglio and presented at the same time it sent its individual interim financial statements corresponding to the second quarter of the 2022 fiscal year, that is, until August 01, 2022; nevertheless, to date, it has not been presented.
51. That, regarding Charges N°s 1 and 2, what was manifested by the Issuer will be taken into consideration, who states that his company has gone through a reorganization process, ceasing to operate under the name 'Banco del Comercio' to adopt a commercial nature model. Likewise, it has been indicated that the activity and patrimonial existence of the entity are circumscribed to its condition as a subsidiary company of the Military and Police Pension Fund, which, at the date of presentation of the writing, held 99.37% of the social capital of the mentioned company;
52. That, in the same way, what was manifested by the Issuer regarding Charge N° 3 will also be taken into consideration, in which he mentions that the special audit report was prepared by its general management due to the state of insolvency generated by the coercive execution process initiated by SUNAT for the total amount of S/ 57,903,977.00 (Fifty-Seven Million Nine Hundred Three Thousand Nine Hundred Seventy-Seven with 00/100 Soles), for which reason it adhered to the ordinary concursal procedure before INDECOPI processed under File N° 119-2022/CCO-INDECOPI;
53. That, in relation to Charge N° 3, it corresponds to add that although the individual audited annual financial statements corresponding to the 2021 fiscal year contained a "Qualified Opinion", the individual audited annual financial statements corresponding to the 2022 fiscal year were evaluated by the firm Caipo y Asociados Sociedad Civil de Responsabilidad Limitada KPMG, whose opinion had no qualifications, as shown in Table N° 1, below:
Image N° 1: Unqualified opinion on the individual audited annual financial statements corresponding to the 2022 fiscal year of the Issuer
54. That, regarding the existence of economic damage caused and its repercussion on the market, we must point out that there is indeed

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría a damage that affects the market because by not disseminating relevant information such as important facts, financial information and special audit reports in a timely manner, there is an affectation to the transparency of the securities market, which is considered a protected legal good;
55. That, in addition, what was indicated by the Issuer will be taken into account, regarding that they do not have a stock market transcendence in the market, so the affectation would have been minimal. This information can be corroborated with the quotation history of the Lima Stock Exchange website, in which only one negotiation with the share named "ADCOMEC1" is shown between August 01, 2022 to date, as shown below:
Image N° 2: quotation history of the Lima Stock Exchange website of the share named "ADCOMEC1" Source: Lima Stock Exchange website
56. That, regarding the illegally obtained benefit, in the present case, there are not sufficient elements to indicate that the Issuer obtained an illegal benefit as a consequence of the commission of the infringements under evaluation;
57. That, in what refers to the probability of detection of the infringement, it must be pointed out that the lack of timely presentation of the periodic or eventual information is verified through the internal control systems, so the probability of detection is high;
58. That, in relation to the existence of intentionality in the conduct of the infringer, it can be pointed out that there are not sufficient elements to indicate that the Issuer acted with intent in the commission of the infringements, 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 diligence required before obligations already known by the Issuer;
5.2. PROPOSAL OF CORRESPONDING SANCTIONS FOR THE LIGHT INFRINGEMENTS (CHARGES N° 1 AND 2)
59. That, regarding Charge N° 1, in accordance with the Special Sanction Criteria and in application to the New Regime of Gradual Sanctions, this Adjunct Superintendency proceeded to calculate the amount of the fine that would correspond to apply for the late communication of the important fact referred to the board of directors session of June 14, 2024 in which the call to a general shareholders' meeting was approved, being the result a fine of 2.22 UIT, equivalent to S/ 11,443.30 (Eleven Thousand Four Hundred Forty-Three with 30/100 Soles), as detailed in the Report;

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

60. That, on the other hand, regarding Charge No. 2, taking into account that the New Graduated Sanctions Regime entered into force on January 1, 2024, it is necessary to analyze whether this new regulation is more beneficial or not for the calculation of the fine that should be imposed for the non-compliance detailed in Charge No. 2, by virtue of the Principle of Favorable Retroactivity, established in paragraph 5 of article 248 of the TUO of the LPAG, by which it is possible to apply subsequent sanctioning norms to the commission of the offense as long as they benefit the administrative party, the corresponding sanction will be graduated taking into account the Special Sanction Criteria and also the New Graduated Sanctions Regime;

“Article 248.- Principles of the administrative sanctioning power The sanctioning power of all entities is additionally governed by the following special principles:
(…)
5. Non-retroactivity.- The sanctioning provisions in force at the time the administrative party incurs the conduct to be sanctioned are applicable, unless subsequent ones are more favorable. Sanctioning provisions produce retroactive effect insofar as they favor the alleged offender or the offender, both with regard to the typification of the offense and to the sanction and its prescription periods, even with respect to sanctions in execution when the new provision enters into force.
(…)”

61. That, in that sense, with regard to the antecedents, the Special Sanction Criteria establish that “it will increase by two percent (2%) if it is determined that the offending subject has sanction antecedents and by three percent (3%) if it has antecedents of the same conduct that is intended to be sanctioned.”, likewise, the New Graduated Regime states that “The amount resulting from the application of the guidelines contemplated in paragraph 6.2 may be increased up to five percent (5%) if it is accredited that the offending subject has sanction antecedents”, without making distinction as to whether they correspond to a different or the same type of offense. Therefore, in order to determine which rule is more beneficial, it is considered that the application of the new regulation will increase one percent (1%) for each sanction resolution that constitutes the antecedent up to a maximum of five percent (5%);

“4.2. Guidelines for the application of the criteria (…) (iv) In the event that it is not appropriate to apply a warning sanction, the competent bodies of the SMV must observe the following guidelines referred to the circumstances of the commission of the offense:
(…)
Regarding non-compliance in the communication of eventual information, such as important events  For each calendar day of delay, thirty percent (30%) of one (1) UIT will be added up to a maximum of three (3) UIT.
(…)
(v) The amount resulting from the guidelines contemplated in the preceding paragraph (iv) will be increased by two percent (2%) if it is determined that the offending subject has sanction antecedents and by three percent (3%) if it has antecedents of the same conduct that is intended to be sanctioned.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

62. That, in the present case, since one (1) antecedent of sanction of the same type has been identified, the additional percentage should be applied in Charge No. 2, in accordance with what is provided in the Special Sanction Criteria and the New Graduated Regime;

63. That, with regard to recidivism, the Special Sanction Criteria did not regulate this criterion for its quantification and the New Graduated Regime states that “The amount resulting from the application of the guidelines contemplated in paragraph 6.2 may be increased (…) up to ten percent (10%) if it is verified that the offending subject is a recidivist”; in that sense, it will increase by five percent (5%) when the Issuer has one (1) sanction resolution that grants recidivism or ten percent (10%) when it has two (2) or more sanction resolutions that grant recidivism. Regarding this, since it has been verified that there is no recidivism on the part of the Issuer, it is appropriate not to apply this aggravating factor when determining the fine to be imposed;

64. That, since this is the case, it is observed that the application of the Special Sanction Criteria, in force at the time of the commission of the offense, is more favorable, as detailed in the Report, resulting in a fine of 2.32 UIT, equivalent to S/ 11,471.63 (Eleven Thousand Four Hundred Seventy-One with 63/100 Soles);

5.3. CONCURRENCE OF OFFENSES

65. That, as has been stated, in the present PAS, there is the concurrence of three (3) offenses: one (01) serious and two (02) minor, so we are facing a real concurrence of offenses, in accordance with what is provided by the second paragraph of article 29 of the Sanctions Regulation;

66. That, in that sense, since in the present PAS two (02) offenses qualified as minor and one qualified as serious have been imputed, the sanction to be imposed would correspond to the offense of greater gravity (serious offense), that is, the offense for not presenting the special audit report;

67. That, taking into account the analysis of the sanction criteria with respect to the three (3) offenses and having been accredited that there is a serious affectation to a protected legal interest, individually with respect to each offense, the following would have corresponded:

(i) For the offense referred to to the late communication of the important event regarding the board of directors session of June 14, 2024, which approved the call to the general meeting of shareholders to be held on June 24 and 28, 2024, in first and second call, respectively (Charge No. 1), a fine of 2.22 UIT, equivalent to S/ 11,443.30 (Eleven Thousand Four Hundred Forty-Three with 30/100 Soles).

(ii) For the offense referred to the late presentation of the individual interim financial statements as of September 30, 2023 with its respective management report, approved by the general management on October 25, 2023 (Charge No. 2), a fine of 2.32 UIT, equivalent to S/ 11,471.63 (Eleven Thousand Four Hundred Seventy-One with 63/100 Soles).

“Article 29.- CONCURRENCE OF OFFENSES
When the same conduct qualifies as more than one offense, the sanction provided for the most serious offense is applied.
Likewise, when several conduct qualify as more than one offense, the sanction corresponding to the most serious offense is imposed.”

6 Value of the UIT (2024): S/ 5,150 (Supreme Decree No. 309-2023-EF).
7 Value of the UIT (2023): S/ 4,950 (Supreme Decree No. 309-2022-EF).

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

(iii) For the offense referred to the omission in the presentation of the special audit report that should have been prepared by SOA Gaveglio and presented at the same time it sent its individual interim financial statements corresponding to the second quarter of the 2022 fiscal year (Charge No. 3), a fine of 25 UIT, equivalent to S/ 115,000.00 (One Hundred Fifteen Thousand with 00/100 Soles).

68. That, however, in application of the real concurrence of offenses, it would be appropriate to apply only the sanction of the most serious offense, that is, the sanction for the serious offense referred to the omission in the presentation of the special audit report, therefore, the total fine would amount to 25 UIT equivalent to S/. 115,000.00 (One Hundred Fifteen Thousand with 00/100 Soles);

5.4. PRINCIPLE OF PROPORTIONALITY BETWEEN THE SANCTION TO BE IMPOSED AND THE FACTS IMPUTED

69. 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 imputed, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than the one provided for may be imposed”. (Underline added);

70. That, as indicated above, in its writing of February 21, 2025, with regard to the offense for not presenting the Special Audit Report in accordance with article 42 of the Financial Information Regulation, the Issuer requested the application of the last paragraph 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 one provided for;

71. That, in the present case, it is observed that from the evaluation of the aforementioned criteria, there would be no proportionality between the sanction that should be imposed and the facts imputed, therefore, by exception, this Assistant Superintendency considers that it is appropriate to impose a sanction corresponding to a classification lower than the one provided for, that is, to impose a sanction corresponding to the minor offenses, that is, a warning or a fine not less than one (1) UIT and up to twenty-five (25) UIT;

72. That, taking into account the analysis of the sanction criteria with respect to the three (3) offenses, and the evaluation carried out by this Assistant Superintendency, it is appropriate to impose on the Issuer a total fine of 12.5 UIT, equivalent to S/ 57,500.00 (Fifty-Seven Thousand Five Hundred with 00/100 Soles);

5.5. MITIGATING FACTOR FOR RECOGNITION OF RESPONSIBILITY

73. That, in accordance with letter a) of article 26 of the Sanctions Regulation, the express and written recognition of responsibility by the offender, once the administrative sanctioning procedure has been initiated, constitutes a mitigating condition of responsibility for offenses;

74. That, as mentioned above, the Issuer manifested in its writings presented on February 5 and 21, 2025, that it assumed its responsibility in an express and written manner with respect to the charges imputed, therefore it is appropriate to apply an amount of reduction to the sanction of fifty percent (50%), in accordance with paragraph 1) of letter a) of article 26 of the Sanctions Regulation, since the recognition of the offenses was presented within the period granted for the presentation of defenses;

75. That, in that sense, it is appropriate to reduce by fifty percent (50%) the initially proposed fine of 12.5 UIT, so that it would be fixed at 6.25 UIT, equivalent to S/ 28,750.00 (Twenty-Eight Thousand Seven Hundred Fifty and 00/100 Soles), for the non-compliance incurred, and;

Being subject to what is provided in paragraphs 13, 14 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 Administradora del Comercio S.A. has incurred one (1) offense of a serious nature typified in paragraph 2.9 of numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for not presenting the special audit report prepared by SOA Gaveglio, in accordance with article 42 of the Financial Information Regulation and Manual for the Preparation of Financial Information, approved by CONASEV Resolution No. 103-1999-EF/94.10 and its modifying norms (hereinafter, Financial Information Regulation).

Article 2º.- Declare that Administradora del Comercio S.A. has incurred two (2) offenses of a minor nature typified in paragraph 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, by (i) communicating late the important event referred to the board of directors session of June 14, 2024, which approved the call to the general meeting of shareholders to be held on June 24 and 28, 2024, in first and second call, respectively, and by (ii) presenting late the individual interim financial statements as of September 30, 2023 with its respective management report, approved by the general management on October 25, 2023.

Article 3º.- Sanction Administradora del Comercio S.A. with a total fine of 6.25 UIT equivalent to S/ 28,750.00 (Twenty-Eight Thousand Seven Hundred Fifty and 00/100 Soles) for what is provided in articles 1° and 2° of this Resolution.

Article 4º.- This Resolution does not exhaust the administrative route, this may be challenged before this Assistant Superintendency of Market Conduct Supervision by filing the reconsideration or appeal resource, administrative resources recognized in article 218 of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within the period of fifteen (15) business days counted from the day following its notification. In case this Resolution is not challenged, the regime of reduction of the corresponding sanction may be accepted.

Article 5º.- 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 in paragraph 1 of article 7 of the

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship

“Policy on the dissemination of normative projects, norms of a 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 6º.- Transcribe this Resolution to Administradora del Comercio S.A.

Register, communicate and publish.

Carlos Rivero Zevallos
Assistant Superintendent
Assistant Superintendency of Market Conduct Supervision