Superintendence Resolution No. 078-2025-SMV/11 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Adjunct Superintendent Resolution SMV No. 078-2025-SMV/11 Lima, November 5, 2025 Subject: Sanction FINANCIERA QAPAQ S.A. with one (1) reprimand for having committed one (1) minor infraction typefied in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation. Administered Entity: FINANCIERA QAPAQ S.A. Subject: Single-instance administrative sanctioning procedure Main Type: Item 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTION File No.: 2025023726 The Adjunct Superintendent of Market Conduct Supervision (e) SEEN:
The administrative file No. 2025023726, containing the administrative sanctioning procedure (hereinafter, PAS) initiated by the General Superintendence of Conduct Compliance of the Superintendence of the Securities Market – SMV (hereinafter, the IGCC), against FINANCIERA QAPAQ S.A. (hereinafter, the Issuer); as well as Report No. 1305-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC; CONSIDERING:
I. FUNCTION AND COMPETENCE OF THE SASCM

That, the IGCC – the instructing body of the PAS referred to in
the present case – has brought to the knowledge of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025023726, with the aim that it issues a decision as

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml the sanctioning body of single administrative instance, as appropriate to the type of the infractions evaluated in said PAS. In this way, the SASCM assumes competence in observance of the exercise of the supervision function and the sanctioning faculty of the SMV established through the Unified Concordant Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and the Unified Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023- EF-11 (hereinafter, TUO 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 Superintendence of the Securities Market – 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, whose control of compliance corresponds to the referred Adjunct Superintendence;
II. FACTS, CHARGES AND DEFENSES OF THE ISSUER
2.1. Facts
2. That, it was evaluated whether the Issuer complied or not with
disclosing to the securities market in a timely manner important facts;
2.2. Charge
3. That, as a result of said evaluation,
through Letter No. 3860-2025-SMV/11.2 (hereinafter, Charge Letter), a charge was formulated against the Issuer for communicating in a belated manner the important fact referred to the agreements of the Board of Directors Session of May 23, 2024, which should have been communicated on the same day; however, it was communicated on May 30, 2024 (File No. 2024024242);
2.3. Defenses
4. That, through a document presented on July 25,
2025, the Issuer presented its defenses pointing out; among others, the following:
(i) It expressly recognizes its responsibility in writing regarding the imputation formulated, therefore it accepts that the communication of the important fact corresponding to File No. 2024024242 was carried out belatedly. Likewise, it argues that the arguments presented in the following section do not correspond to defenses, since it is not denying the commission of the Imputation; on the contrary, it provides elements for this Superintendence to carry out the corresponding evaluation, therefore it should be considered as a contribution from it for the clarification of the infraction. (ii) It argues that sanctioning criteria be applied, considering the following:
a. "Circumstances of the commission of the infraction On May 23, 2024, through a Session held on the referred date, the Board of Directors of the Issuer adopted the following agreements:

Follow-up of Board agreements.

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 3 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
2. Presentation and Approval of Financial Statements as of April 30, 2024 -
Business status.
3. Knowledge of the holding of the Asset and Liability Committee
-ALCO sessions.
(…)
On its part, on May 30, 2024, through an important fact assigned with File No. 2024024242, the Issuer communicated the important fact of May 23, 2024, informing through structured format the details of the Board of Directors Session agreements adopted that day, as stated in the preceding paragraph. Taking into account the recognition of the commission of the infraction, it is necessary to indicate that the communication of the important fact corresponding to the Imputation was carried out with seven (7) calendar days of delay, due to an involuntary error on the part of it. This error prevented the communication from being made in the due opportunity, that is, on the same day that the Board of Directors Session was held and the respective agreements were adopted. b. Severity of the damage to the public interest and/or protected legal good
Article 1 of the TUO of LMV states as the purpose of the norm the promotion of the
ordered development and transparency of the securities market, as well as the adequate protection of the investor. From our perspective, the Imputation corresponds to the violation of norms of protection of market transparency. As can be appreciated, in strictness, although we comply in communicating the monthly Board of Directors sessions as a good practice, in strictness, none of the points involve significant relevance in concrete, so the delay has not generated damage to the market.
c. Damage caused and its repercussion in the market There is no damage caused nor
repercussion in the market. d. Illegal benefit resulting from the commission of the infraction Qapaq has not obtained benefit or any economic improvement from the commission of the Infraction. On the contrary, it is the imputed subject in the present administrative sanctioning procedure for the delayed communication. e. Existence or non-existence of intent in the conduct of the infractor As for this criterion, it should be noted that the non-compliance by Qapaq regarding the belated presentation of the important fact corresponding to May 23, 2024 did not obey a deliberate conduct, but derived from an involuntary error, therefore there was never will to fail to comply with the obligations established in the securities market regulations. On the contrary, once the omission was noticed, Qapaq proceeded immediately to correct it, carrying out the communication of the referred important fact on its own initiative. f. Probability of detection of the infraction As established in article 30 of the TUO of the LMV and numeral 9.1 of
article 9 of the Important Facts Regulation. Page 4 of 4 The

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml probability of detection of the infraction is high, as it can be verified publicly since it is information available on the institutional website of the SMV. In this sense, it is impossible to "hide" the Imputation. g. Antecedents and recidivism in the commission of the infraction According to letters a) and b) of article 25 of the Sanctions Regulation, for the purposes of the graduation of the sanction, antecedents must be considered, for sanctions firm imposed by the SMV within a period of four (4) years prior to the commission of the Imputed Infraction, as well as recidivism, for the commission of the same infraction, the firm sanction taken into account imposed by the SMV within a period of one (1) year prior to the commission of the Imputed Infraction.";
5. That, through Supreme Decree No. 004-2019-
JUS, the Unified Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), which 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, states 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 severity 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 a period of one (1) year from when the resolution sanctioning the first infraction became firm, (f) The circumstances of the commission of the infraction and, (g) The existence or non-existence of intent in the conduct of the infractor;
6. That, the charge, 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;
7. That, in observance of what is provided by numeral
5 of article 255 of the TUO of the LPAG, through Letter No. 5568-2025-SMV/11 of September 29, 2025, the Report was sent to the Issuer so that it could formulate its allegations within a period of five (5) business days. However, despite having been validly notified through the MVNet System, in accordance with the MVNet System and SMV Virtual Regulation approved by SMV Resolution No. 0042024-SMV/01, to date it has not presented its allegations;
III. QUESTIONS TO BE DETERMINED
8. That, in the present PAS it corresponds to determine
the following
(i) Whether the Issuer incurred or not in the infraction indicated in the Charge Letter and Report; (ii) Whether it corresponds or not to impose a sanction on the Issuer;
IV. ANALYSIS
4.1. Applicable Normativity
9. That, article 30 of the TUO 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 negotiation mechanism, of the important facts, including ongoing negotiations, about itself, the value and the offer that is made of it, as well as to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to these institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be." (Underlining added);
10. That, it should be noted that articles 3 and 4 of
the Important Facts Regulation, establish the following:
"Article 3.- Definition of important fact
Important fact is any act, decision, agreement, fact, ongoing negotiation or information referred to the Issuer, its values or its businesses that have the capacity to significantly influence:
3.1 The decision of a reasonable investor
to buy, sell or keep a value, or
3.2 The Liquidity, the price or the quotation
of the issued values. (…)
Article 4.-. Criteria to determine the capacity for significant influence of the
information
To evaluate the capacity for significant influence of the information and its possible qualification as an important fact, the Issuer must consider the transcendence of the act, agreement, fact ongoing negotiation, decision or set of circumstances in its activity, assets, results, financial situation or business or commercial position in general; or in its values or in the offer of these; as well as in the price or the negotiation of its values.";
11. That, consequently, it would have been non-compliance with what
is provided in numeral 9.1 of article 9 of the Important Facts Regulation, which states: "The Issuer must inform its important fact as soon as such fact occurs or the Issuer takes knowledge of it, and in no case later than the day on which it has occurred or has been known (…)". (Underlining added);
12. That, the non-compliance in the belated communication
of important facts is typified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes minor infraction: "Present outside the established period, or do so in an incomplete manner, 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 individual or consolidated audited financial information, the individual or consolidated interim financial statements, management report, special audit report, important facts and, annual reports.";
13. That, according to article 35 of the Sanctions
Regulation, such infractions are sanctionable with reprimand or fine not less than one (1) UIT and up to twenty-five (25) UIT;
4.2. Evaluation of the case
14. That, in the administrative file No.
2025023726, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 4071-2024-SMV/11.1 of October 09, 2024 (File No. 2024041411), the General Superintendence of Conduct Supervision (hereinafter,

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 6 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml IGSC) – body of the SMV that has within its functions and faculties, the supervision of the compliance of the norms applicable to issuing companies with values inscribed in the Public Registry of the Securities Market - RPMV, evaluating the indicators of possible infractions, and sends, for its consideration, the reports of indicators of infraction respective, to the IGCC – sent to the IGCC, the result of its evaluation, and specifically what refers to the present case;
15. 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 a report of indicators of infraction, determine that its pronouncement or opinion on a specific topic of supervision – which even can contain a decision, such as, for example, the adoption of corrective measures – be an opinion on the merits of the matter; it must be specified that said opinion and the report of indicators of infraction of the IGSC is not binding for the IGCC, as established in the second paragraph of article 9 of the Sanctions Regulation;
16. 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 bodies or administrative instances of the SMV, functionally independent from each other and from this Office; first the IGSC that on its occasion reported the indicators of infraction and then the IGCC that, as a result of its evaluation, formulated the Charge Letter and the Report; and at this point of the PAS it corresponds to the Office of the SASCM, to issue a pronouncement containing its decision regarding the charges mentioned, it being precise to indicate that by the nature of the same, as has been previously stated, it will be a decision of single administrative instance for the charge on belated communication of important facts;
17. That, as previously mentioned,
through a document of July 25, 2025, the Issuer recognized responsibility in an express and written manner regarding the imputed infraction;
18. That, regarding this, having the Issuer presented
its arguments within the period granted for the presentation of defenses, it corresponds to indicate that the voluntary declaration of recognition of the infraction by
part of the Issuer is reputed as a condition of mitigating responsibility, therefore when the
applicable sanction is a fine, it is reduced by fifty percent (50%) if the recognition is presented within the period granted to present defenses, according to numeral 1 of letter a) of article 26 of the Sanctions Regulation1,

1
"Article 26.- MITIGATING CONDITIONS OF RESPONSIBILITY FOR INFRACTIONS The following constitute mitigating conditions of responsibility for infractions:
a) Recognition of responsibility of the infractor in an express and written manner, once the administrative sanctioning procedure has been initiated. When the applicable sanction is a fine, it is reduced, taking into account the following:

If the recognition of the infraction is presented within the period granted for the presentation
of defenses, the amount of reduction will be fifty percent (50%). (…) The recognition of responsibility regarding an infraction, must be carried out in a precise, concise, clear, express and unconditional manner, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as a recognition. If defenses are presented, despite having carried out a recognition of responsibility, it will be understood as a non-recognition, proceeding the authority to evaluate the defenses".

PERÚ Ministry of Economy and Finance

SMV
Superintendence of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of the recovery and consolidation of the Peruvian economy" 7 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml concordant with letter a) of numeral 2 of article 257 of the TUO of the LPAG, which will be considered at the moment of the determination of the sanction;
19. That, regarding this, as verified in the
present PAS, the Issuer presented the important fact belatedly, and, such infraction committed was recognized by the Issuer in its defenses;
20. That, notwithstanding, it corresponds to point out that
the timely communication of important facts constitutes an essential element to guarantee the transparency and efficiency of the securities market. The important facts communicated in a timely manner allow investors, participants and the market in general to have reliable data for the taking of decisions, reducing information asymmetries and strengthening confidence in the integrity of the market;
21. That, the timeliness in the communication of important facts
contributes to issuers maintaining a relationship of credibility and trust with the public investor, which impacts directly on the valuation of their values and on the perception of risk. A delay in the disclosure of important facts could generate uncertainty, volatility and affect the liquidity of the issued instruments;
22. That, from the regulatory perspective, the obligation
to communicate important facts within the established periods seeks to ensure the market discipline and the protection of the investor. The compliance with this obligation allows the supervision to be more effective and to detect possible contingencies in time, thus safeguarding the stability of the system;
23. That, consequently, the conduct
constitutive of the infraction subject of charge is accredited and the administrative responsibility of the Issuer is determined, by reason of which, it corresponds to analyze the applicable sanction according to what is provided by the principle of reasonableness, the defenses, mitigating conditions of responsibility and the sanctioning criteria;
V. DETERMINATION OF THE SANCTION
24. That, for the purposes of determining the possible sanction, the
infraction on belated communication of important facts, it should be noted that according to what is provided in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, it is provided that it constitutes minor infraction: "Present outside the established period, or do so in an incomplete manner, 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 market of values, 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);
25. That, according to what is established in article 35
of the Sanctions Regulation

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