Superintendence Resolution No. 081-2025-SMV/11

PERÚ Ministry of Economy and Finance

SMV Securities Market Superintendence

"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy"

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Adjunct Superintendent Resolution SMV No. 81-2025-SMV/11

Lima, December 1, 2025

Sumilla: Sanction Servicio de Agua Potable y Alcantarillado – SEDAPAL with a total fine of 10.59 UIT for having committed five (5) minor infractions typified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation.

Administrated: SERVICIO DE AGUA POTABLE Y ALCANTARILLADO – SEDAPAL Subject: Administrative Sanctioning Procedure of single administrative instance Main Type: Item 3.1 of numeral 3 of Annex I of the Sanctions Regulation MINOR INFRACTIONS File No.: 2025030177

The Adjunct Superintendent of Market Conduct Supervision

SEEN:

The administrative file No. 2025030177, containing the administrative sanctioning procedure (hereinafter, the PAS) initiated by the General Intendancy of Market Conduct Compliance of the Securities Market Superintendence – SMV (hereinafter, the IGCC), against Servicio de Agua Potable y Alcantarillado – SEDAPAL (hereinafter, the Issuer); as well as Report No. 1238-2025-SMV/11.2 (hereinafter, the Report), issued by the IGCC;

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 knowledge of the Adjunct Superintendence of Market Conduct Supervision of the SMV (hereinafter, SASCM), the PAS of administrative file No. 2025030177, with the aim that it issues a decision as the sanctioning body of 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 Securities Market Superintendence – 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 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 Securities Market Superintendence – 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 compliance control corresponds to said Adjunct Superintendence;

2. That, regarding the charges referred to the communication of material events in a belated manner, 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 in the presentation of periodic and eventual information, whose compliance control corresponds to the SASCM, with the Adjunct Superintendent of the SASCM resolving the reconsideration appeals filed against the pronouncements issued in single administrative instance;

II. FACTS, CHARGES AND DEFENSES OF THE ISSUER

2.1. Facts

3. That, it was evaluated whether the Issuer complied or not with communicating its material events to the securities market in a timely manner;

2.2. Charges

4. That, as a result of said evaluation, through Letter No. 3781-2025-SMV/11.2 (hereinafter, Letter of Charges), the following charges were formulated against the Issuer:

Charge No. 1 The Issuer communicated in a belated manner the material event referred to the call for the mandatory annual shareholders' meeting, scheduled for first and second call on December 1, 2023, agreement approved on that same day. In this sense, the call should have been communicated on December 1, 2023; however, it was communicated on December 4, 2023. (File No. 2023050368).

Charge No. 2 The Issuer communicated in a belated manner the material event regarding the clarification concerning the statements of Mr. Jorge Gómez Reátegui – who served as president of the board of directors of the Issuer – contained in the note titled “Jorge Gómez, new president of Sedapal: ‘The decision has been taken to straighten out the company’”, published on January 27, 2024 by the magazine Semana Económica. Said clarification should have been sent no later than January 29, 2024; however, it was communicated on January 30, 2024. (File No. 2024003790).

Charge No. 3 The Issuer communicated in a belated manner the material event referred to the clarification regarding the news published by AP Noticias on January 28, 2024, titled “Sedapal will support investigation into corruption complaint”, which should have been communicated no later than January 29, 2024; however, it was communicated on February 6, 2024. (File No. 2024005033).

Charge No. 4 The Issuer communicated in a belated manner the material event regarding the clarification concerning the news published by AP Noticias on February 1, 2024, titled “Sedapal: Workers’ Union denies the president of the board of directors and asserts that there is indeed a privatization plan”, which should have been communicated on the same day; however, it was communicated on February 6, 2024. (File No. 2024005034).

Charge No. 5 The Issuer communicated in a belated manner the material event regarding the appointment of Mr. Santiago Francisco Roca Tavella to the position of director, an event that occurred on May 4, 2024, so its communication should have been made on that same day; however, it was communicated on May 6, 2024. (File No. 2024020525).

2.3. Defenses

5. That, it is noted that, despite having been validly notified with the Letter of Charges on July 11, 2025 through the MVNet System – as verified in the receipt acknowledgment that is in the system log and in accordance with what is provided in article 371 of the MVNet System and SMV Virtual Regulation, approved by SMV Resolution No. 004-2024-SMV/01 (hereinafter, MVNet Regulation) – the Issuer proceeded to read said document only on July 30, 2025, without, moreover, presenting its respective defenses. This circumstance reveals a lack of attention to official communications sent by the SMV, an aspect that is relevant when evaluating the infringing conduct;

6. That, through Supreme Decree No. 004-2019-JUS, the Unified Ordered Text of Law No. 27444, General Administrative Procedure Law (hereinafter, TUO of the LPAG), was approved, 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, points out 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 seriousness 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 final, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intent in the conduct of the infringer;

7. That, the charges 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;

8. That, in observance of what is provided by numeral 5 of article 255 of the TUO of the LPAG, through Letter No. 5135-2025-SMV/11 of September 10, 2025, the Report was sent to the Issuer, so that it could send its allegations within a period of five (5) business days of being notified;

9. That, in this sense, through a writing dated September 18, 2025, the Issuer presented its allegations. Whose main arguments are transcribed below:

“Charge No. 1: (…) in the MVNet the call for the General Shareholders’ Meeting was registered, as shown in the following screenshot: Source: MVNet System (…) The Agreement of the General Shareholders’ Meeting was adopted on Friday, December 1, 2023 at 19:25 Hrs.; therefore, the communication had a maximum deadline of the next business day, that is, Monday, December 4, 2023, a fact that was carried out by informing in the MVNet the agreements of the GSM, at 08:56 hrs., before the start of operations in the BVL, generating File No. 2023050309. (…)

Charge No. 5: (…) the appointment of Mr. Santiago Francisco Roca Tavella as director of SEDAPAL was published in the newspaper El Peruano on Saturday, May 4, 2024. In this sense, as it was an non-business day, the material event was communicated on the next business day, in accordance with the second paragraph of numeral 9.1 of article 9 of the Regulation on Material Events.”

Charges No. 2, 3 and 4 (…) it must be specified that these charges formulated do not apply as material events for SEDAPAL, (…). (…) the journalistic news referred to in charges No. 2, 3 and 4 do not represent significance or patrimonial risk for SEDAPAL, to be considered as a material event. In addition to this, the untimely communication sought to be sanctioned has not generated any economic damage to the market, nor to investors, therefore the application of one (1) reprimand is considered appropriate.”

III. ISSUES TO BE DETERMINED

10. That, in the present PAS it corresponds to determine the following: (i) If the Issuer incurred or not in the infractions indicated in the Letter of Charges and Report; (ii) If it corresponds or not to sanction the Issuer;

IV. ANALYSIS

4.1. Applicable Normativity

11. That, regarding the communication of material events, article 30 of the TUO of the LMV establishes the following: “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 conducting 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 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. The importance of an event is measured by the influence it may exercise on a sensible investor to modify their decision to invest or not in the value.”;

12. That, in accordance with numeral 5.1 of article 5 of the Regulation on Material Events: “In the Annex that forms part of this Regulation, an enumerative list of events, acts, agreements and decisions is included, which aims to facilitate the Issuer in the identification, qualification and classification of the information that could qualify as a material event.”;

13. That, numerales 1 and 4 of Annex 1 of the Regulation on Material Events, states that the following constitute material events:

“1. Call for 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 that are adopted in them.(…)”

“4. Appointment, dismissal and changes in the members of the board of directors and General Management and/or its equivalent bodies”;

14. That, likewise numerales 6.4 and 6.5 of article 6 of the Regulation on Material Events, which state the following: “In compliance with the obligations established in this Regulation, the Issuer is responsible for: (…) 6.4. Clarify or deny, or in case communicate as a material event after having taken knowledge, the information published in the media, which is false, inaccurate or incomplete, including the information that had not been generated or diffused by the Issuer itself. The clarification or denial constitutes a material event. The information published in the media must comply with what is stated in articles 3 and 4. 6.5. Clarify or deny, or in case communicate as a material event, after having taken knowledge, the declarations published in the media, by representatives of the Issuer itself or by third parties, that have or have had relation with the Issuer, or that due to their condition, exercise of functions or particular circumstances have or have had access or know information referred to the Issuer. The clarification or denial constitutes a material event. Such declarations must comply with what is stated in articles 3 and 4. (…);”

15. That, consequently, the Issuer would have failed to comply with numeral 9.1 of article 9 of the Regulation on Material Events, which establishes 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. This information must be communicated to the SMV before any other person, entity or means of diffusion, and simultaneously when it corresponds to the Stock Exchange or to the entity administering the respective centralized trading mechanism. This, regardless of whether the information has been generated or not in the Issuer itself. In case that the material event occurs or that the Issuer takes knowledge of it on a non-business day, it must communicate it no later than the next business day and before the start of the trading session of the centralized trading mechanism in which its values are listed.” (Underline added);

16. That, for the purposes of determining the possible sanction, regarding the charges for belated communication of material events, these infractions are typified in item 3.1 of numeral 3 of Annex I of the Sanctions Regulation, which states that it constitutes a minor infraction: “Present outside the established deadline, or 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 audited individual or consolidated financial information, the individual or consolidated interim financial statements, management report, special audit report, material events and, annual reports.” (Underline added);

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

4.2. Evaluation of the case

18. That, in the administrative file No. 2025030177, which contains the documentation of the present PAS, it is appreciated that through Memorandum No. 315-2024-SMV/11.1 of January 10, 2024 (File No. 2024002394), Memorandum No. 2234-2024-SMV/11.1 of June 20, 2024 (File No. 2024023766) and Memorandum No. 4078-2024-SMV/11.1 of October 9, 2024 (File No. 2024041432), the General Intendancy of Conduct Supervision (hereinafter, IGSC) – an organ of the Securities Market Superintendence – SMV that has within its functions and powers, the supervision of the compliance of the norms applicable to issuer companies with values inscribed in the Public Registry of the Securities Market - RPMV, evaluating the indications of possible infractions, and sends, for its consideration, the reports of indications of infraction respective, to the IGCC – sent to the IGCC, the result of its evaluation, and specifically what is referred to the present case;

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

20. That, in this way it is had that in the evaluation of the facts related to the present PAS have intervened and participated

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 administered; 2) Recommendation of improvements or corrections of the activity developed by the administered; 3) The warning of the existence of non-compliances 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.

3 «Article 9.- Preliminary inquiries as a consequence of supervision actions (…) When said organs conclude that there are sufficient indications of possible administrative infractions they send the corresponding reports to the General Intendancies of Compliance, which determine if it corresponds to start or not an administrative sanctioning procedure. If so, the General Intendancies 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 Financing Activity and its Socie

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