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Superintendencia Adjunta Resolution SMV No. 010-2024-SMV/11

Lima, 07 February 2024

Summary: To sanction Casa Grande Sociedad Anónima Abierta with a total fine of 5.665 UIT for having committed two (2) minor infractions, typified in subsection 3.1 item 3 of Annex I of the Sanctions Regulations

Administered
:
CASA GRANDE SOCIEDAD ANONIMA ABIERTA
Subject
:
Administrative Sanctioning Procedure of single and double administrative instance Main type :
Subsection 3.1 item 3 of Annex I of the Sanctions Regulations MINOR INFRACTIONS Case File No.:
2022047471
The Acting Deputy Superintendent of
Market Conduct Supervision

SEEN:

Administrative Case File No. 2022047471, containing the administrative sanctioning procedure initiated by the General Directorate of Conduct Compliance of the Superintendencia del Mercado de Valores – SMV (hereinafter, the IGCC), against Casa Grande Sociedad Anónima Abierta (hereinafter, the Issuer); Report No. 1525-2023-SMV/11.2 (hereinafter, the Report), issued by the IGCC; as well as, having heard the statement made by the representatives of the Issuer on 16 January 2024;

CONSIDERING:

I. FUNCTION AND COMPETENCE OF THE SASCM

1. That the IGCC —the investigating body of the administrative sanctioning procedures (hereinafter, the PAS) referred to in this case— has brought the PAS of Administrative Case File No. 2022047471 to the attention of the Superintendencia Adjunta de Supervisión de Conductas de Mercados of the SMV (hereinafter, SASCM) in order for it to issue a decision as the sanctioning body of first or single administrative instance in said PAS. In this way, the SASCM assumes competence in observance in observance of the exercise of the function

of supervision and the sanctioning power of the Superintendencia del Mercado de Valores – SMV established in the Consolidated Text of its Organic Law, Decree Law No. 26126 (hereinafter, LOSMV), and in the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF-1 1 (hereinafter, TUO LMV); as well as by the provisions of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, Sanctions Regulations); and, in articles 42 and 43 of the Regulations on Organization and Functions of the Superintendencia del Mercado de Valores – SMV, approved by Supreme Decree No. 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM to impose sanctions in first or single administrative instance, as appropriate to the type of the infractions evaluated whose compliance control corresponds to said Superintendencia Adjunta. Likewise, the SASCM has the powers to issue corrective measures aimed at reversing the situation altered by the commission of the infraction;

2. That, regarding the charge referring to the untimely submission of financial information, a single administrative instance applies in accordance with the second paragraph of article 14 of the Sanctions Regulations and item 14 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Deputy Superintendent of the SASCM to impose sanctions in single administrative instance for the commission of infractions regarding the timeliness of the submission of periodic and occasional information, whose compliance control corresponds to the SASCM, the Deputy Superintendent of the SASCM resolving the reconsideration appeals filed against the rulings issued in single administrative instance;

3. That, regarding the charge referring to the incomplete submission of a material fact, two (2) administrative instances apply in accordance with the first paragraph of article 14 of the Sanctions Regulations and item 13 of article 43 of the ROF-SMV, which establish that, among others, it is a specific function of the Deputy 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 the above, in accordance with article 15 of the Sanctions Regulations and item 26 of article 12 of the ROF-SMV, the Superintendente del Mercado de Valores resolves appeals against the resolutions issued in first instance by the Deputy Superintendent of the SASCM, with the exception of single-instance procedures;

II. FACTS, CHARGES, DEFENSES AND ARGUMENTS

2.1 Facts

4. That it was evaluated whether the Issuer complied with submitting material facts completely and financial information in a timely manner;

2.2 Charges

5. That, as a result of said evaluation, by means of Letter No. 1473-2023-SMV/11.2 of 11 July 2023 (hereinafter, the Letter of Charges), charges were formulated against the Issuer for not having complied with submitting completely the material fact imputed in said letter and for not having submitted within the legal deadline the financial information imputed in said letter.

[1] By Supreme Decree No. 020-2023-EF, published on 10 February 2023 in the Official Gazette El Peruano, the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, was approved.

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The charges brought were as follows:

A. Material Event

The communication of the material event of 6 December 2021 regarding the capitalization of receivables and the making of new contributions in its subsidiary Agrocasagrande S.A.C. (hereinafter, Agrocasagrande), for a total amount of S/ 49’125,740.00, would have been submitted incompletely, as it did not include the amount of receivables to be capitalized and the amount of the new contributions to be made in its subsidiary.

In this regard, it is considered that the aforementioned material event is incomplete, on the basis of the following:

1. By means of a material event of 6 December 2021, the Issuer reported the following:

“That, at the Board Meeting held on 04.12.2021, the company approved the capitalization of its receivables, as well as the making of new contributions in its subsidiary Agrocasagrande S.A.C; all of this for a total amount of S/ 49’125,740.00.”

2. Subsequently, by means of Official Letter No. 999-2022-SMV/11.1 of 7 March 2022, the General Directorate of Conduct Supervision (hereinafter, the IGSC) required the Issuer, among other things, to specify the amount of the receivables to be capitalized and the amount of the contribution to be made in its subsidiary Agrocasagrande.

3. In response to Official Letter No. 999-2022-SMV/11.1, by means of a material event of 14 March 2022, the Issuer reported, among other things, the following:

“(…)

1. By means of a General Shareholders' Meeting dated 4 December 2021, the company Agrocasagrande S.A.C approved a capital increase comprising the capitalization of credits in favor of Casa Grande S.A.A, for an amount of S/ 41´956,530.00, equivalent to 4’195,653 shares with a nominal value of S/ 10.00 per share.

(…)

2. Regarding the new capital contribution, at the same General Shareholders' Meeting dated 04 December 2021, it was approved that Casa Grande S.A.A. make a future contribution in the amount of S/ 7’169,210.00.

(…)” (Emphasis added)

B. Financial Information

The Audited Consolidated Annual Financial Statements for the 2020 financial year, which should have been submitted no later than 30 April 2021, were nevertheless submitted out of time on 10 May 2021 (File No. 2021018764).

6. That, in this sense, the Issuer was charged with the commission of two (2) minor infringements classified in subsection 3.1 of item 3 of Annex I of the Sanctions Regulations;

2.3 Defenses

7. That, by means of a document submitted on 8 August 2023, the Issuer submitted its defenses, stating the following:

Regarding the incomplete presentation of the material fact of 6 December 2021

The Issuer states in its discharges the following:

“2.1. Because the company reported the capital increase in its subsidiary for an amount less than 3% of the assets indicated in the Financial Statements of the previous fiscal year (2020), that is, for a ‘non-relevant’ amount, the total amount of said capital increase (S/ 49’125,740.00) was reported.

2.2. Subsequently, on 03.03.2022, the audited Financial Statements for fiscal year 2021 were published on the SMV website, in whose Note 9 literal C) it was indicated ‘In the 2021 period, the Company made capital contributions in its subsidiary Agrocasagrande S.A.C. through the capitalization of receivables for (in thousands) S/41,957 and cash contributions for (in thousands) S/7,169’.”

Likewise, it indicates the following:

“2.6. On 29 August 2014, the company's Board of Directors approved its Internal Conduct Rules (hereinafter “NIC”) in compliance with article 19° and the First Transitory Complementary Provision of the Regulation of Material Facts and Reserved Information (...)

2.7. (…) Despite the fact that the company informed the SMV in 2014 of the parameters it was adopting to qualify a Fact as Material, said entity did not warn us that said parameters did not correspond to those it would have adopted internally; therefore the company has been complying with said NIC since 2014, without until now having had any questioning of our NIC.

2.8. The company has established reference parameters in order to determine the facts to be communicated to the Stock Exchange Representative as material facts:

Article Eight:

8.1 The Board of Directors and the General Management of the Company have sought to issue objective guidelines that allow identifying the importance of the information based on its impact on the Company and/or on the Covered Securities. For this reason, the following reference parameters are established in order to determine the facts to be communicated to the

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Stock Exchange Representative as the person legally empowered to represent the Company in this matter:

a. Any fact whose effect represents a variation greater than 10% in the consolidated equity of the Company, whether in increase or decrease.

b. Any fact whose effect represents a variation greater than 10% in the consolidated total assets of the Company, whether in increase or decrease.

c. Any fact that involves an amount greater than 10% of the consolidated liabilities of the Company.

d. Any judicial, extrajudicial, arbitral or administrative proceeding resolved in a final and unappealable manner that involves amounts greater than 10% of the consolidated equity of the Company.

For purposes of determining the Company's equity, on which the criteria detailed above shall be applied, the amount of net equity reported in its latest audited consolidated financial statements submitted to the SMV shall be taken into account.

(…)

2.11. (…) from the reading of Annex I it is noted that not every capitalization of debts occurring in a company of the Economic Group would qualify as a material fact, but rather that with significant amounts. Thus, our NIC has provided as reference parameters in order to determine the facts to be communicated to the Stock Exchange Representative those indicated in numeral 8.1. numeral b, consisting of a variation of 10% of the company's assets.

2.12. We reiterate that the SMV at no time warned that the parameters established in our NIC were not the correct ones or did not comply with the criteria established by the Entity to qualify when a transaction is carried out for a 'significant amount' for a given company, since this varies from one company to another, so what is "significant" for one may not be for another; an objective parameter being a variable of 10%, which is also used by the SMV in other material facts, such as the reduction of net equity. Taking into account that our NIC have been in force for almost six years, without the SMV having to date made any observation on the parameters contained therein, we consider it improper that it now intends to sanction us for applying our NIC."

Regarding the late submission of the Audited Annual Consolidated Financial Statements for fiscal year 2020

On the other hand, the Issuer states in its defenses the following:

"2.13. The submission was made late because the personnel in charge of handling it were on medical rest after having contracted COVID 19, a disease that hit our personnel very hard during the years 2020 and 2021.

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2.14. Thus, Ms. Lourdes Galloso, in charge of preparing this information, was absent, having complied with voluntarily remedying the submission of the consolidated financial statements in question upon her return."

Regarding the remediation of the infractions

Finally, the Issuer states in its defenses the following:

"Without further particular, I bid farewell, requesting that you assess the defenses presented, in accordance with Law, considering in both cases that the remediations were carried out voluntarily, before any requirement made by the SMV."

8. That, the Single Ordered Text of the General Administrative Procedure Law, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO of the LPAG) contains common rules for the actions of the administrative function of the State and regulates all administrative procedures developed in the entities, including special procedures. Likewise, 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 severity of the damage to the public interest and/or protected legal good, (d) The economic harm caused, (e) Recidivism, for the commission of the same infraction within the term of one (1) year from when the resolution that sanctioned 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 offender;

9. That, the charges formulated, the defenses presented, and the criteria regarding the graduation of the sanction have been subject to evaluation in the Report, which has been brought to the knowledge of the SASCM;

10. That, in observance of the provisions of numeral 5 of article 255 of the TUO of the LPAG, through Official Letter No. 5542-2023-SMV/11 of 5 December 2023, the Report was sent to the Issuer so that it could submit its arguments within the term of five (5) business days from notification, which were presented and through which the Issuer reiterates the arguments presented in the defenses and, summarily, adds the following:

"(…) said Fact was not material, as it corresponded to 2.7% of the company's assets, so –if it is considered that there is a violation of the Material Facts Regulation– it is not applicable to the specific case, as it is not a material fact properly speaking".
"In this regard, it should be noted that the fact that the SMV has not extended the term for the submission of the Consolidated Financial Statements for fiscal year 2020 does not mean that it could not constitute a cause of force majeure; especially if at the time the infraction was committed (01.05.2021) the National State of Emergency due to the COVID 19 pandemic was in force, a situation without precedent in our country and in the world".
Finally, it states that "it should be noted that the TUO of the General Administrative Procedure Law does not contemplate the assumption of any infraction that IS NOT REMEDIABLE, and therefore the exemption from liability for voluntary remediation is not applicable to it. Thus, in Cassation No. 8716-2022 LIMA, the application of the cited exemption is reiterated, by resolving the following:

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'Having the claimant remedied the infringement incurred under item 3 of subsection b) of Article 192 of the General Customs Law, by declaring and providing complete information on the goods through the request for rectification of the customs declaration of goods, voluntarily and prior to the inspection and charge-imputation action, by virtue of the provisions of item 1 of Article 255 of the aforementioned consolidated text, which establishes the conditions exempting from liability for infringements, indicating in letter f) as an exempting cause the voluntary remediation by the possible sanctioned party of the act or omission imputed as constituting an administrative infringement, prior to notification of the charge imputation referred to in subsection 3) of Article 253, the claimant must be exempted from the fine imposed by Divisional Chief Resolution No. 118 3D5100/2017-000601'"

11. That, by Means of Letters No. 5767-2023-SMV/11 and No. 018-2024-SMV/11 of 20 December 2023 and 3 January 2024, the SASCM scheduled for 16 January 2024, at the Issuer's request, the exercise of the right to speak by the Issuer's representatives before SASCM officials, which took place on that date, the corresponding minutes being signed, which are on file in the present case file. At said event, the Issuer orally substantiated the statements made in its defenses and allegations in the present PAS;

III. CUESTIONES A DETERMINAR

12. That, in the present PAS it is necessary to determine the following:

(i) Whether or not the Issuer incurred the infringement indicated in the Charge Notice and Report.

(ii) Whether or not to impose a sanction on the Issuer.

IV. ANÁLISIS

4.1 Applicable regulations

13. That Article 30 of the TUO of the LMV states: “The registration of a given security or issuance program entails for its issuer the obligation to inform the SMV and, where applicable, the respective stock exchange or entity responsible for operating the centralized mechanism, of material facts, including ongoing negotiations, regarding itself, the security and the offering thereof, as well as the obligation to disclose such facts in a truthful, sufficient and timely manner. The information must be provided to said institutions and disclosed as soon as the fact occurs or the issuer becomes aware of it, as applicable”;

14. That, in that same vein, numeral 8.1 of Article 8 of the Regulation on Material Facts and Confidential Information, approved by SMV Resolution N° 005-2014-SMV/01 (hereinafter, the Regulation on Material Facts), states:

“In the content of the communication of a material fact, the Issuer must observe the following:

8.1. Be truthful, clear, sufficient and complete (…)”.

15. That, it should be noted that Articles 3 and 4 of the Regulations on Material Events provide the following:

"Article 3.- Definition of material event Material event is any act, decision, agreement, fact, ongoing negotiation or information relating to the Issuer, its securities or its businesses that have the capacity to significantly influence: 3.1. The decision of a prudent investor to buy, sell or hold a security; or, 3.2. The liquidity, price or quotation of the securities issued. Likewise, it includes information of the Issuer's economic group that the Issuer knows or should reasonably have known, and that has the capacity to significantly influence the Issuer or its securities, as provided in these Regulations." (Resaltado agregado)

"Article 4.- Criteria for determining the capacity of significant influence of information To assess the capacity of significant influence of information and its possible qualification as a material event, the Issuer must consider the significance 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 securities or in the offering thereof; as well as in the price or trading of its securities."

16. That, additionally, it must be taken into account that item 5.1 and the last paragraph of Article 5 of the Regulations on Material Events provide the following:

“Artículo 5.- Information that by its nature may qualify as a matter of importance 5.1. The Annex forming part of this Regulation includes an illustrative list of facts, acts, agreements and decisions, the purpose of which is to facilitate the Issuer's identification, qualification and classification of information that could qualify as a matter of importance (…) Any reference to the Annex in this article shall be understood as a reference to Annex 1.”

17. That, in accordance with items 9 and 16 of Annex 1 of the Regulation on Matters of Importance, the following may qualify as matters of importance:

“9. Transactions, loans, and the granting of significant guarantees, between the issuer and companies of its economic group, and/or with members of its administrative bodies or shareholders.”

“16. Acquisition, disposal or restructuring of assets and/or liabilities for significant amounts, as well as relevant liens on assets and capitalization of receivables. Likewise, a reduction in net worth in an amount equal to or greater than 10%.”

18. That, on the other hand, article 31 of the TUO of the LMV

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señala:

“The provisions of the preceding article do not exempt the issuer from the timely delivery to the SMV and, where applicable, to the respective stock exchange or entity responsible for operating the centralized mechanism, of the information that either of them requires from it and, necessarily, the following:

a) Its financial statements and indicators, with the minimum information generally indicated by the SMV, with a periodicity no greater than one quarter;

(…)”

19. That, likewise, in accordance with articles 7 and 8 of the Standards on the Preparation and Presentation of Financial Statements and Annual Report by the Entities Supervised by the Superintendency of the Securities Market, approved by Resolution SMV N° 016-2015-SMV/01, the rule in force on the date of the facts underlying this PAS, the parent company is obliged to submit, among others, its audited consolidated annual financial statements when said parent company or its securities are registered in the Public Registry of the Securities Market (hereinafter, RPMV), on the day it has been approved by the corresponding corporate body, the deadline for such approval being 30 April of each year;

20. That, failures to fully disclose material facts and to timely submit financial information are classified in subsection 3.1 of item 3 of Annex I of the Sanctions Regulations, which states that it constitutes a minor offense: “To submit outside the established deadline, or to do so incompletely, or, without complying with the technical specifications approved by the SMV or without notifying the approval by the corresponding corporate body, to the SMV, the Stock Exchange, the entity in charge of the centralized trading mechanism or any other securities market entity or party, the audited individual or consolidated financial information, the interim individual or consolidated financial statements, management report, special audit report, material facts and annual reports.”;

21. That, in accordance with article 35 of the Sanctions Regulations, said offenses are punishable by a reprimand or a fine of not less than one (1) UIT and up to twenty-five (25) UIT;

4.2 Evaluación del caso

22. That, with respect to the defenses submitted by the Issuer, the following must be stated:

Respecto a la presentación incompleta del hecho de importancia del 6 de diciembre de 2021

According to its arguments, the Issuer would have reported in the material event of 6 December 2021 the total amount of the capital increase (S/ 49’125,740.00), that is, without specifying the amount of the receivables that would be capitalized and the amount of the contribution it would make in Agrocasagrande, because it was a capital increase in its subsidiary for an amount less than 3% of the assets indicated in the financial statements for fiscal year 2020, which it considers a "non-relevant" amount.

Likewise, it states that its Internal Conduct Rules (NIC) have provided as a reference parameter in order to determine the events to be reported a variation of 10% of the company's assets.

In this regard, as a fundamental point of this analysis, it is important to make clear that, in this PAS, it is not a matter of controversy to determine whether the capitalization of credits and capital increase made by the Issuer to its subsidiary qualifies or not as a material event, since from the facts indicated in the imputation of charges it is clear that the Issuer attributed such quality to them by having reported them as a material event on 6 December 2021. Thus, the matter of controversy consists rather in determining whether the referred event was reported completely, as required by article 8 of the Regulation on Material Events, with which arguments such as the one set forth in the pleadings seeking to deny the nature of "material event" to the facts under analysis lack support.

On the other hand, it is important to note that the Regulation on Material Events, in none of its provisions entrusts the SMV with the function of approving, evaluating or reviewing the content of the NIC of securities issuers, but rather establishes in its article 19 the obligation of issuers to have NIC, approved by their boards of directors, that include internal procedures and everything necessary to ensure compliance with reporting their material events. By way of clarification, it is also appropriate to reiterate that numeral 9 of Annex 1 of the Regulation on Material Events states that significant transactions, loans, and granting of guarantees between the issuer and companies of its economic group, and/or with members of its administrative bodies or shareholders, are material events, where it is not determined that for their reporting as a material event certain parameters must be verified as the Issuer states, by declaring that only a variation of 10% is reported as a material event. And in the specific case, there is no doubt that the facts under analysis qualify as material events because the Issuer qualified and disclosed them to the market as such.

In accordance with the foregoing, it is not valid for the Issuer to justify its non-compliance by stating that the SMV did not warn that the parameters established in its NICs were not the correct ones, since, as stated in the preceding paragraph, the SMV does not carry out an ex ante evaluation of the NICs in relation to the material events that could occur in relation to the issuers, but rather, on the contrary, requires that the Issuers have the NICs in order to facilitate compliance with their obligation to disclose information through the adoption of internal procedures.

In this regard, it should be taken into account that the capitalization of receivables and the making of new contributions in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00 constitutes an intragroup transaction2, the disclosure of which is a recognized practice of interest to the Issuer's shareholders3 and investors in

[2] CODE OF GOOD CORPORATE GOVERNANCE FOR PERUVIAN COMPANIES 2013 "Principle 23: Transactions with related parties The Board of Directors establishes policies and procedures for the valuation, approval and disclosure of certain transactions between the company and related parties, including intragroup transactions, as well as for knowing the commercial or personal relationships, direct or indirect, that directors maintain among themselves, with the company, with its suppliers or clients, and other stakeholders. In the case of transactions of special relevance or complexity, the intervention of independent external advisors may be considered for their valuation."

[3] According to the REPORT ON COMPLIANCE WITH THE CODE OF GOOD CORPORATE GOVERNANCE FOR PERUVIAN COMPANIES 2021, as of 31 December 2021, the Issuer had 3,479 shareholders with voting rights holding less than 1%, which are equivalent to a total participation of 23.03% (Principle 30, Question V.3).

general. And with even greater reason in this particular case, because Mr. John Anthony Carty Chirinos is general manager of both the Issuer and Agrocasagrande, according to the economic group information of Grupo Gloria.

Likewise, it has been verified from the review of its financial information for fiscal year 2020, that the capitalization of receivables and the making of new contributions by the Issuer in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00 is equivalent to 2.76% of the total assets of fiscal year 20204.

Based on the foregoing, it is noted that the Issuer reported as a material event the capitalization of receivables and the making of new contributions in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00; however, it did not specify the amount of money involved in each transaction. In this regard, it should be noted that for a sensible investor it was reasonable to expect that the information disclosed by the Issuer be completely clear and sufficient, since it involved an increase in participation in its subsidiary Agrocasagrande arising from two (2) different transactions that occurred under different circumstances:

On the one hand, the Issuer's receivables from Agrocasagrande (before the capitalization of credits), by nature, involved a reasonable expectation of recovery of the loan principal plus the agreed interest rate. However, with the capitalization of credits, the Issuer ceased to have a receivable from its subsidiary (debt receivable), and instead increased its participation in the equity of said company. In this regard, there is no doubt that investment in the equity of a company (listed or not) involves a greater risk than that of holding only the position of creditor in a money loan5; which allows affirming that the capitalization of credits, or what is the same, the conversion of a receivable (account receivable) into a participation in a company implies a variation (increase) of the risk assumed by the Issuer.

In relation to this, in the securities market a sensible investor reasonably expects to know the financial risks assumed by issuing companies, as well as the variation with respect to said risks. Therefore, in this case, the Issuer, when reporting as a material event the capitalization of receivables and the making of new contributions in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00, should have disclosed the information completely in a disaggregated manner so that investors received complete information, including fundamental aspects such as the variation of risk that said transaction implied.

In other words, qualifying and reporting a material event that keeps hidden information as relevant as that referring to the Issuer's risk would be contrary to the regulation of the securities market, and would affect the transparency of information.

[4] Total assets 2020 = S/ 1,779,253,000.00

[5] Elías Laroza, E., (2001). Peruvian Corporate Law. The General Corporations Law of Peru, Legal Standards, Trujillo. See Herrada Bazán, V. (2019). The nature of the capitalization of credits in the Corporation. Revista De Derecho, 14(1), p. 54. Retrieved from https://revistas.udep.edu.pe/derecho/article/view/1572. The aforementioned author explores the theories of the legal nature of the capitalization of credits.

In the present case, the Issuer affected the transparency of the securities market, in that it reported as a material fact the capitalization of receivables and the making of new contributions in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00. Thus, the material fact did not reflect all the sufficient and complete information in relation to said transactions. By the Issuer reporting in a general manner the capital increase in Agrocasagrande, without breaking down the amount of money specifically by concept of capitalization of credits, the market was deprived of knowing the exact amount of money that could modify the financial risk assumed by the Issuer.
Finally, with the presentation of the Audited Individual Annual Financial Statements for fiscal year 2021, made on 4 March 20226 , the Issuer presented in a disaggregated manner the amount for the transactions subject to analysis, stating in letter c) of Note 9 “Financial Investments” of the referred financial statements, the following: “In the 2021 period, the Company made capital contributions in its subsidiary Agrocasagrande S.A.C. through the capitalization of receivables for (in thousands) S/41,957 and cash contributions for (in thousands) S/7,169 (…); noting that the capitalization of credits and the capital contribution involved 85.4% and 14.6%, respectively, of the amount of money reported in the material fact.

According to the foregoing, by qualifying as a material fact the capitalization of receivables and the making of new contributions by the Issuer in its subsidiary Agrocasagrande for a total amount of S/ 49’125,740.00, it is verified that the material fact of 6 December 2021 was communicated incompletely, by not including the amount of receivables that would be capitalized and the amount of the new contributions that it would make in its subsidiary.

It should be noted that the material fact of 6 December 2021 was subsequently completed on 14 March 2022, when the Issuer specified the amount of the receivables that would be capitalized (S/ 41´956,530.00) and the amount of the contribution that it would make in its subsidiary Agrocasagrande (S/ 7’169,210.00).

Regarding the late presentation of the Audited Consolidated Annual Financial Statements for fiscal year 2020

The Issuer states in its defenses and arguments that the presentation of the Audited Consolidated Annual Financial Statements for fiscal year 2020 was made late, because Ms. Lourdes Galloso, in charge of preparing this information, was absent, on medical rest having contracted COVID 19, a disease that hit its personnel very hard during the years 2020 and 2021.

In that sense, it is appropriate to evaluate whether at the time of the commission of the infraction (1 May 2021), the State of Emergency declared due to COVID–19 qualified as a case of force majeure, considering the circumstances of the specific case.

With regard to the exemptions from liability, it is appropriate to note that numeral 3.1 of the Criteria applicable to the administrative sanctioning procedure for non-compliance with the rules regulating the submission of periodic or occasional information, approved by SMV Resolution No. 006-2012-SMV/01, in force

[6] File No. 2022009264.

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at the date of the commission of the facts, (hereinafter, Special Sanction Criteria), establishes the following:

“3.1. Cases of no sanction If the sanctioning body considers that a fortuitous event, force majeure, or another exceptional situation is evidenced that, in its judgment, justifies the non-imposition of a sanction, it may refrain from sanctioning by ordering the definitive archiving of the file through a reasoned decision.

(…)” (Highlight added).

Because the administrative regulation has not given content to force majeure as exemptions from liability, it is considered that recourse should be made to the sources of the administrative procedure, such as laws and provisions of equivalent hierarchy, in accordance with subsection 2.3 of numeral 2 of Article V of the Preliminary Title of the TUO of the LPAG. In that sense, article 1315 of the Civil Code establishes that “Fortuitous event or force majeure is the non-imputable cause, consisting of an extraordinary, unforeseeable and irresistible event, that prevents the execution of the obligation or determines its partial, late or defective fulfillment.”

An extraordinary event is one outside the ordinary; an unforeseeable event is one that reasonably cannot be anticipated, that it is impossible to prevent its occurrence through acts of foresight; an irresistible event is one that it is not possible to avoid or prevent. Likewise, doctrine holds that “(…) a distinction must be made between the impossibility of fulfillment and the difficulty in fulfillment, since there will be no fortuitous event or force majeure when the obstacle, without preventing fulfillment, makes it more difficult or onerous than initially foreseen.”7

With regard to the health crisis caused by COVID-19, it should be noted that by Supreme Decree No. 044-2020-PCM, published in the Official Gazette El Peruano on 15 March 2020, the National State of Emergency was declared due to the serious circumstances affecting the life of the nation as a consequence of the COVID-19 outbreak, for a period of fifteen (15) calendar days, which was extended by Supreme Decrees Nos. 051-2020-PCM, 064-2020-PCM, 075-2020-PCM, 083-2020-PCM, 094-2020-PCM, 116-2020-PCM, 135-2020-PCM, 146-2020-PCM, 156-2020-PCM, 174-2020-PCM, until 30 November 2020.

Subsequently, by Supreme Decree No. 184-2020-PCM, published in the Official Gazette El Peruano on 30 November 2020, a National State of Emergency was declared due to the serious circumstances affecting people's lives as a consequence of COVID-19, for a period of thirty-one (31) calendar days, which was extended by Supreme Decrees Nos. 201-2020-PCM, 008-2021-PCM, 036-2021-PCM, 058-2021-PCM, 076-2021-PCM, 105-2021-PCM, 123-2021-PCM, 131-2021-PCM, 149-2021-PCM, 152-2021-PCM, 167-2021-PCM, 174-2021-PCM, 186-2021-PCM, 010-2022-PCM, until 28 February 2022.

Likewise, by Supreme Decree No. 016-2022-PCM, published in the Official Gazette El Peruano on 27 February 2022, the State of Emergency was declared

[7] DEL RISCO, Luis. Fortuitous Event and Force Majeure in Pecuniary and Generic Obligations: Journal of Specialized Jurisprudence Analysis, Volume 40, 2011, p. 41 – 45.

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National due to the circumstances affecting people's lives and health as a consequence of COVID-19, for a period of thirty-two (32) calendar days, which was extended by Decrees Nos. 030-2022-PCM, 041-2022-PCM, 058-2022-PCM, 076-2022- PCM, 092-2022-PCM, 108-2022-PCM and 118-2022- PCM, until 31 October 2022.

Finally, by Supreme Decree No. 130-2022-PCM, published in the Official Gazette El Peruano on 27 October 2022, Supreme Decree No. 016-2022-PCM was repealed, ending the National State of Emergency.

It is appropriate to specify that, in order not to further affect the development of the economic activities of securities issuers, through Superintendency Resolutions Nos. 033 and 046-2020-SMV/02 of 21 March and 27 May 2020, the SMV established new deadlines for the submission of financial information and annual report for fiscal year 2019, the interim information as of 31 March 2020, the interim information as of 30 June 2020 and the information on economic group, as well as for the appointment of auditors for fiscal year 2020, not being among the aforementioned extensions, that of submission of consolidated financial information for fiscal year 2020.

In accordance with the foregoing, although the National State of Emergency was in force at the time of the commission of the infringement (1 May 2021), within the framework of diligent action, it is considered that the Issuer, in its capacity as securities issuer, had a prudent time in which it should have adapted its internal procedures in order to guarantee compliance with the information submission obligations during fiscal year 2021.

According to the foregoing, in the specific case, at the time of the commission of the infringement (1 May 2021), the National State of Emergency declared due to COVID-19 did not meet the requirements of being an extraordinary, unforeseeable and irresistible event. In that sense, a case of force majeure would not have been configured, so the Issuer is not exempt from liability for the infringement referred to in this report.

Regarding the remediation of the infringements

With regard to what was stated by the Issuer, in the sense that in both cases the remediations were carried out voluntarily, before any request by the SMV, it is appropriate to indicate that literal c) of article 28 of the Sanctions Regulation establishes the following:

“Article 28.- Cases in which remediation does not apply as an exemption from liability The following are not subject to remediation for the purposes of the provisions of literal f) of article 27: (…) c) The late or incomplete submission, or the non-submission of material facts, financial information and annual reports. (…)”.

In that sense, according to the aforementioned regulations, it is not appropriate to exempt the Issuer from liability, because according to literal c) of article 28 of the Sanctions Regulation, voluntary remediation does not apply as an exemption

from liability in cases of incomplete submission of material facts nor in cases of late submission of financial information, among others.

However, in its arguments the Issuer insists on stating that the exemption from liability for voluntary remediation indicated in literal f) of numeral 1 of article 257 of the TUO of the LPAG should be applied and not consider the provisions of article 28 of the Sanctions Regulation, because said law “does not contemplate the case of any infringement that is not subject to remediation”. In relation to this, in addition to what is indicated in the preceding paragraphs, it should be noted that the Issuer does not take into consideration that the Sanctions Regulation is a current norm and of mandatory compliance both for the Issuer and for this Deputy Superintendency, which is why, considering the principle of legality provided in subsection 1.1, numeral 1 of Article IV of the TUO of the LPAG, which establishes that administrative authorities must act with respect for the Constitution, the law and the right, within the powers attributed to them and in accordance with the purposes for which they were conferred, it is clear that the aforementioned regime of exemptions from liability provided in the Sanctions Regulation is of mandatory observance by this Deputy Superintendency, and it cannot fail to apply it as requested by the Issuer. Additionally, it must be recalled that diffuse control of norms is prohibited at the administrative level, as resolved by the Constitutional Court in the resolution issued in File No. 4293-2012-PA/TC, grounds 33, 34 and 35.

Without prejudice to the foregoing, given the citation of the cassation judgment mentioned by the Issuer in its arguments (Cassation No. 8716-2022 LIMA), the referred judgment is analyzed (See publication in the Official Gazette El Peruano on 20 July 2023).

From the review, the following grounds are extracted that are considered relevant and were not cited by the Issuer:

The Fifth Transitional Constitutional and Social Law Chamber states the following:

“Likewise, it is appropriate to harmonize the provisions of article 145 with article 199 of the Regulations of the General Customs Law, approved by Supreme Decree No. 010-2009-EF, modified by Supreme Decree No. 245-2013-EF, which establishes the following: In accordance with the provisions of the second paragraph of article 145 of the Law, the owner or consignee may request the rectification of the customs declaration within the three (03) months elapsed from the date of the granting of the clearance in case they find merchandise in greater quantity or different from that consigned in the merchandise declaration. The Customs Authority shall accept the rectification of the declaration upon prior presentation of the supporting documentation and payment of the corresponding customs tax debt and surcharges. The norms under comment establish the conditions to be exempt from the fine sanction, which are: i) that the merchandise found was greater or different from that consigned in the customs declaration; ii) that the merchandise found is declared, the customs tax debt and corresponding surcharges are paid, and iii) the rectification of the customs declaration of merchandise is requested within the three (03) months elapsed from the date of the granting of the clearance. Note that the norm of the cited article 199 states that: ‘The Customs Authority shall accept the rectification of the declaration, upon prior presentation of the documentation

supporting and of the payment of the corresponding customs tax debt and surcharges’, which emphasizes the voluntary aspect of the correction of the infraction imputed by the offender, all of which supposes that, if the conditions listed above occur, such offender will be exempt from the sanction. It is appropriate to harmonize the provisions of the second paragraph of article 145 of the General Customs Law with article 255 of the Single Ordered Text of the General Administrative Procedure Law, approved by Supreme Decree No. 006-2017-JUS, a norm published on 20 March 2017. Along the same lines, numeral 1 of article 255 of the noted single text establishes the conditions exempting from liability for infractions, stating in literal f) as an exempting cause ‘the voluntary correction by the possible sanctioned party of the act or omission imputed as constituting an administrative infraction, prior to the notification of the imputation of charges referred to in subsection 3) of article 253’.”

According to the judgment, and without entering into a broader analysis of the referred cassation, it is considered that the norms regulating customs activities, in the specific case described by the judgment, allow voluntary correction by establishing conditions to be exempt from fine sanctions, a case different from the regulation of the securities market, as previously indicated. Therefore, the fact of mentioning in a biased manner a citation of the cassation only corroborates that the arguments presented by the Issuer lack legal basis.

23. Thus, by not having complied with presenting completely a fact of importance and not having presented in a timely manner the financial information detailed above, it can be concluded that the Issuer incurred two (2) infractions typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulations;

24. That, in accordance with all that has been expressed, having verified that the Issuer has incurred two (2) conducts constituting infractions, the sanction that would be applicable shall be determined, for which purpose the principle of reasonableness and the sanction criteria contained in article 344 of the TUO of the LMV, in article 25 of the Sanctions Regulations and the provisions of numeral 3 of article 248 of the TUO of the LPAG shall be taken into consideration, which will be developed in the following section;

V. DETERMINATION OF THE SANCTION

25. That, it corresponds to determine the sanction by evaluating the sanction criteria established in article 344 of the TUO of the LMV, numeral 3) of article 248 of the TUO of the LPAG, the provisions of article 25 of the Sanctions Regulations (hereinafter, the Sanction Criteria) and the Special Sanction Criteria, which are consistent with each other;

26. That, in accordance with the referred sanction criteria, the following is analyzed: (i) the severity of the damage to the public interest and/or protected legal good, (ii) the harm caused and its impact on the market, (iii) the issuer's sanction history, (iv) the probability of detection of the infraction, (v) recidivism, for the commission of the same infraction within the term of one (1) year from the finality of the resolution that sanctioned the first infraction, (vi) the circumstances of the commission of the infraction, (vii) the illegally obtained benefit, and (viii) the existence or not of intentionality in the conduct of the offender;

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27. That, it is relevant to note that with regard to the severity of the harm to the public interest and/or the protected legal asset, it must be indicated that the complete and timely submission of periodic or occasional information by issuers of securities registered in the RPMV constitutes a fundamental obligation in the transparency of the securities market, so that market participants can make their investment decisions properly informed. Consequently, while no severity of harm to the public interest is evidenced, the failure to fulfill the obligation to inform the market completely and within the deadline limits by the issuers affects market transparency;

28. That, with respect to the economic harm caused and the impact on the market, it is considered that while by their nature, both criteria cannot be reliably measured; it can be recognized that the non-compliances incurred by the Issuer have a negative impact on the market, since the material fact has not been fully disseminated nor the aforementioned financial information in a timely manner. However, it must be mentioned that to date there has been no claim or complaint by any shareholder and/or investor against the Issuer, so it can be stated that it has not been evidenced that the non-compliances have produced quantifiable harm, understood as economic damage caused to one or more investors;

29. That, with respect to sanction records, it is established that the records of the offender are the sanctions imposed on it by the SMV that became final within the four (4) years prior to the time of the infringement to be sanctioned; and, it is clarified that the commission of the same infringement in the year prior to the infringement to be sanctioned is not considered a record. In application of said criterion, the Issuer has the following records:

Sanction imposed by means of Superintendency Resolution N° 097-2017-SMV/11, administratively final since 1 December 2017, for having incurred in one (1) minor infringement typified in subsection 3.1 of item 3 of Annex I of the Sanctions Regulations;
Sanction imposed by means of Superintendency Resolution N° 075-2019-SMV/11 of 18 June 2019, confirmed by means of Superintendency Resolution N° 123-2019-SMV/11, notified on 3 October 2019, for having incurred in four (4) minor infringements typified in subsection 3.1 of item 3 of Annex I of the Sanctions Regulations;

30. That, regarding the criterion of probability of detection of the infringement, it must be noted that the failure to submit periodic or occasional information in a timely or complete manner is verified through internal control systems, so it is considered that for this type of non-compliance, the probability of detection is high;

31. That, in relation to recidivism for the commission of the same infraction, literal b) of article 25 of the Sanctions Regulation establishes that the firm sanction imposed by the SMV within a period of one (1) year prior to the commission of the infraction to be sanctioned is taken into account. In this regard, from the verification carried out in the SMV Sanctions System, it has been noted that the Issuer does not have the status of recidivist;

32. That, in relation to the circumstances of the

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commission of the infraction, it has been verified that:

Regarding the communication of the material fact of 6 December 2021, it should be noted that the information referring to the capitalization of debts and the making of new contributions in its subsidiary Agrocasagrande remained incomplete until it was disclosed by the Issuer through the Audited Individual Annual Financial Statements for fiscal year 2021, made on 4 March 20228, in which it disclosed through literal c) of Note 9 “Financial Investments” of the referred financial statements the disaggregated amount of the capital increase made in its subsidiary; as set forth in section 4.2 of this Resolution. In that sense, the information contained in the material fact of 6 December 2021 remained incomplete for eighty-eight (88) calendar days.

Notwithstanding this, the Issuer again communicated the material fact completely through a new communication made on 14 March 2022, through File No. 2022010439.

In relation to the Audited Annual Consolidated Financial Statements for fiscal year 2020, which should have been submitted at the latest on 30 April 2021, the Issuer submitted them on 10 May 2021; that is, with ten (10) calendar days of delay;

33. That, in relation to the illegally obtained benefit, it has not been proven that the infractions incurred by the Issuer have generated an illegal benefit;

34. That, in relation to the existence or not of intent in the conduct of the offender, there are no indications that allow concluding that the Issuer acted with intent in the commission of the infractions; however, a lack of due diligence is evident, since it knows the obligation to present material facts completely and the deadlines for the timely presentation of financial information in its capacity as an issuer with securities registered in the RPMV;

35. That, in addition to the foregoing, it should be noted that in this PAS no exemptions or mitigating circumstances of liability established in article 257 of the TUO of the LPAG9 have been presented, in accordance with

[8] File No. 2022009264.

[9] “Article 257.- Exemptions and mitigating circumstances of liability for infractions 1.- The following constitute conditions exempting liability for infractions: a) Duly proven fortuitous event or force majeure. b) Acting in compliance with a legal duty or the legitimate exercise of the right of defense. c) Mental incapacity duly proven by the competent authority, provided that it affects the ability to understand the infraction. d) The mandatory order of a competent authority, issued in the exercise of its functions. e) The error induced by the Administration or by a confusing or illegal administrative provision. f) The voluntary correction by the possible sanctioned party of the act or omission imputed as constituting an administrative infraction, prior to the notification of the imputation of charges referred to in subsection 3) of article 235. 2.- The following constitute conditions mitigating liability for infractions: a) If, once an administrative sanctioning procedure has begun, the offender acknowledges its responsibility expressly and in writing. In cases where the applicable sanction is a fine, it is reduced to an amount not less than half of its amount. b) Others established by special rule.”

articles 2610 and 2711 of the Sanctions Regulations, as indicated in section 4.2 of this Resolution;

36. That, although this office shares the essence of the analysis carried out by the IGCC regarding the configuration of the non-compliances developed in the Report, it does not share it regarding the sanction to be imposed, insofar as the IGCC considers that for the gradation of the sanction linked to the material fact communicated incompletely, the Special Sanction Criteria are applicable. In this regard, it should be noted that various provisions, including numerals 1, 3 and 4 of the Special Sanction Criteria, establish that these criteria are applicable to non-compliances with the regulations on the timely presentation of periodic and occasional information; so that this reasonably allows sustaining that infractions linked to the incomplete submission of material facts – which do not properly involve a violation of timeliness, but of the sufficiency12 of the information – are excluded from the scope of said criteria13 .

37. That, by way of reference, and sharing the same essence of what is indicated in the preceding paragraph, the new “Regime of Graduality of Sanctions for late presentation of financial information, annual report and material facts” (hereinafter, New Graduality Regime) approved by SMV Resolution No. 007-2023-SMV/01 of 4 September 2023, which repealed the Special Sanction Criteria, states textually in its articles 1 and 5, that said sanction criteria apply to infractions for late presentation of information that qualify as minor infractions in the Sanctions Regulations;

38. That, in that sense, in relation to the material fact communicated incompletely on 6 December 2021; taking into account the sanction criteria established in article 25 of the Sanctions Regulations, article 344 of the TUO of the LMV and numeral 3) of article 248 of the TUO of the LPAG; in

[10] “Article 26.- MITIGATING CIRCUMSTANCES OF LIABILITY FOR INFRACTIONS The following constitute conditions mitigating liability for infractions: a) Acknowledgment of responsibility by the offender expressly and in writing, once the administrative sanctioning procedure has begun. When the applicable sanction is a fine, it is reduced, taking into account the following: (…) 3. If the acknowledgment is presented after the expiration of the term granted to formulate allegations to the instruction report and up to before the issuance of the sanction resolution, the reduction amount shall be ten percent (10%)”.

[11] “Article 27.- EXEMPTIONS FROM LIABILITY FOR INFRACTIONS The following constitute conditions exempting from liability for infractions: a) Fortuitous event, force majeure or another exceptional situation that, in the opinion of the SMV, is comparable to duly proven fortuitous event or force majeure. b) Acting in compliance with a legal duty or the legitimate exercise of a right of defense. c) Mental incapacity duly proven by the competent authority, provided that it affects the aptitude to understand the infraction. d) The mandatory order of a competent authority, issued in the exercise of its functions. e) The error induced by the Administration or by a confusing or illegal administrative provision. f) The voluntary correction by the possible sanctioned party of the act or omission imputed as constituting an administrative infraction, prior to the notification of the imputation of charges referred to in subsection 3) of article 253 of the LPAG and provided that no communication demanding compliance with the obligation has been sent”.

[12] Article 10 of the TUO of the LMV requires that all information that must be submitted to the SMV must be truthful, sufficient and timely.

[13] A similar criterion was held in Resolution of the Deputy Superintendence No. 073-2023-SMV/11, recital 54.

it has not been evidenced that this has caused serious harm to the public interest, economic harm to market participants, nor that it has had an impact on the market; likewise, it must be taken into account that it has also not been established that the Issuer has obtained any illicit benefit from the commission of the aforementioned infraction nor that there has been intentionality in its actions in this regard, and that it has been verified that said company is not a repeat offender with respect to the same infraction and that it finally disclosed the incomplete information through the submission of the Audited Individual Annual Financial Statements for fiscal year 2021, and from the evaluation carried out by this Deputy Superintendence, it corresponds to sanction the Issuer with a fine of 1.545 UIT14, equivalent to S/ 6,798.00 (Six Thousand Seven Hundred Ninety-Eight and 00/100 Soles) for the commission of said non-compliance;

39. That, on the other hand, in relation to the infraction for late submission of the Audited Annual Consolidated Financial Statements for fiscal year 2020, subsection (ii) of numeral 4.2 of the Special Sanction Criteria provides that the sanction of warning may be applied when the following is concurrently met: (i) the impact on market transparency is minimal; (ii) the infraction committed has not caused concrete harm to investors or associates; (iii) the offending party does not have a record or, if it does, it involves infractions classified as minor offenses imposed in the four (4) years prior to the commission of the infraction being evaluated; (iv) the offending party has not obtained a benefit from its illegal conduct; and (v) it has not been proven that the offender acted with intent in the commission of the infraction;

40. That, it must be noted that, although the aforementioned infraction has not caused concrete harm to investors and it has not been evidenced that the Issuer has obtained a benefit from its illegal conduct nor proven that it acted with intent in the commission of the infraction, since a delay of ten (10) calendar days occurred in the submission of the financial information under analysis, it can be stated that the impact on market transparency was not minimal, therefore the sanction of warning could not be applied, and a fine is applicable;

41. That, in that sense, considering the analysis made in the Report and this Resolution regarding the infraction for the late submission of the Audited Annual Consolidated Financial Statements for fiscal year 2020; in application of the Special Sanction Criteria (numeral 4.2), it corresponds to sanction the Issuer with a fine of 4.12 UIT15 equivalent to S/ 18,128.00 (Eighteen Thousand One Hundred Twenty-Eight and 00/100 Soles) according to the following detail:

Table No. 1: Application of the Special Sanction Criteria regarding the second charge

Charge	Start	End	Days of delay	Base in UIT	% UIT per day	Subtotal in UIT	Additional	Discount	Total in UIT	Value of UIT	Total in Soles
2 (*)	30/04/2021	10/05/2021	10	3	10%	4	3%	0%	4.12	4,400.00	18,128.00

42. That, it was verified that, in the present case, the New Graduality Regime does not establish more favorable conditions for the Issuer

[14] Value of the UIT (2021): S/ 4 400 (Supreme Decree No. 392-2020-EF).

[15] Ibidem.

regarding the second charge subject of this PAS16;

43. That, in that sense, considering the analysis made in the Report and this Resolution regarding the two (2) charges formulated and the Sanction Criteria and the Special Sanction Criteria; it corresponds to sanction the Issuer with a total fine of 5.665 UIT17 , equivalent to S/ 24,926.00 (Twenty-Four Thousand Nine Hundred Twenty-Six and 00/100 Soles);

44. That, it is reiterated that due to the nature of the determined infractions and the matter of sanction, as previously indicated, this pronouncement is of sole administrative instance for the charge regarding late submission of financial information; and of first instance regarding the incomplete submission of a material fact;

45. That, the Issuer is reminded that the final resolutions of sanctions imposed by the competent authorities must be reported as a material fact, within the framework of the provisions of article 5 of the Regulation on Material Facts, and;

In accordance with the provisions of numerals 13, 14 and 36 of article 43 of the Regulation of Organization and Functions of the Superintendency of the Securities Market – SMV, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1.- Declare that Casa Grande Sociedad Anónima Abierta has incurred in one (1) infraction of a minor nature, typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for having incompletely submitted the material fact of 6 December 2021 regarding the capitalization of debts and the making of new contributions in its subsidiary Agrocasagrande S.A.C.

Article 2.- Sanction Casa Grande Sociedad Anónima Abierta with a fine of 1.545 UIT, equivalent to S/ 6,798.00 (Six Thousand Seven Hundred Ninety-Eight and 00/100 Soles), for the provisions of article 1 of this Resolution.

Article 3.- Declare that Casa Grande Sociedad Anónima Abierta has incurred in one (1) infraction of a minor nature, typified in subsection 3.1 of numeral 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for having late submitted the Audited Consolidated Annual Financial Statements for the 2020 fiscal year.

Article 4.- Sanction Casa Grande Sociedad Anónima Abierta with a fine of 4.12 UIT equivalent to S/ 18,128.00 (Eighteen Thousand

[16] Article 6, numeral 6.2, subsection 6.2.1 of the New Graduality Regime provides that, In the case of non-compliances in the submission of audited individual or consolidated annual financial information and annual report, On the basis of three (3) UIT, fifteen percent (15%) of one (1) UIT will be added for each calendar day of delay up to forty (40) days equivalent to six (6) additional UIT to the base, additional percentage that is counted from the second day of delay, without prejudice that said amount could be greater if there are aggravating circumstances. And numeral 6.3, subsection 6.3.1 of the same article provides that The amount resulting from the application of the guidelines contemplated in numeral 6.2 may be increased up to five percent (5%) if it is proven that the offending subject has a record of sanction and up to ten percent (10%) if it is verified that the offending subject is a repeat offender.

[17] Value of the UIT (2021): S/ 4,400 (Supreme Decree No. 392-2020-EF).

One Hundred Twenty-Eight and 00/100 Soles), for the provisions of article 3 of this Resolution.

Article 5.- This Resolution does not exhaust the administrative route, and it may be challenged before this Deputy Superintendency of Supervision of Market Conducts through the filing of a reconsideration or appeal, administrative remedies recognized in article 218 of the Single Ordered Text of the General Administrative Procedure Law – Law No. 27444, approved by Supreme Decree No. 004-2019-JUS, within a period of fifteen (15) business days, counted from the day following its notification, as it is a procedure of double administrative instance. If this Resolution is not challenged, it may avail itself of the corresponding sanction reduction regime.

Article 6.- If this Resolution is not subject to challenge, it must be published on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv), in observance of the provisions of numeral 1 of article 7 of the "Policy on dissemination of regulatory projects, general legal norms, early agenda and other administrative acts of the SMV", approved by SMV Resolution No. 014-2014-SMV/01 and its amendments, and by the provisions of the last paragraph of article 14 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 7.- Transcribe this Resolution to Casa Grande Sociedad Anónima Abierta.

Carlos Enrique Meneses Camargo
Deputy Superintendent (e)
Deputy Superintendency of Supervision of Market Conducts