Superintendency Resolution No. 020-2026-SMV/11

PERU Ministry of Economy and Finance

SMV
Superintendency of Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 1 Electronic document digitally signed within the framework of Law N° 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 Deputy Superintendency Resolution SMV Nº 020-2026-SMV/11 Lima, May 15, 2026 Summary: To sanction Michell y Cía S.A. with a fine of 12.5 UIT, for having incurred in four (04) minor infractions typified in subsection 3.1, numeral 3, of Annex I of the Sanctions Regulation and one (01) very serious infraction, typified in subsection 1.4, numeral 1, of Annex 1 of the Sanctions Regulation Administered Entity : MICHELL Y CÍA S.A. Subject : Administrative Sanctioning Procedure with double administrative instance Main Type : Subsection 3.1 numeral 3, and subsection 1.4, of numeral 1 of Annex 1 of the Sanctions Regulation MINOR INFRACTIONS AND VERY SERIOUS INFRACTION File N° : 2026001879 The Deputy Superintendent of Market Conduct Supervision HAVING SEEN:
Administrative file N° 2026001879 containing the administrative sanctioning procedure initiated by the General Superintendency of Conduct Compliance of the Superintendency of Securities Market – SMV (hereinafter, the IGCC), against Michell y Cía S.A. (hereinafter, the Issuer); as well as Report N° 586-2026-SMV/11.2 (hereinafter, the Report), issued by the General Superintendency of Market Conduct Compliance (hereinafter, the SASCM); WHEREAS:
I. FUNCTION AND COMPETENCE OF THE SASCM

1. That, administrative file N° 2026001879
   contains the documentation and information regarding an administrative sanctioning procedure (hereinafter, PAS), which has been brought to the attention of the SASCM in

PERU Ministry of Economy and Finance

SMV
Superintendency of Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 2 Electronic document digitally signed within the framework of Law N° 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 observance of the exercise of the supervision function and the sanctioning power of the Superintendency of Securities Market - SMV established by the Consolidated Single Text of its Organic Law, Decree Law N° 26126 (hereinafter, LOSMV), and the Consolidated Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF-1 1 (hereinafter, TUO LMV); as well as by the provisions of the Sanctions Regulation, approved by SMV Resolution N° 035- 2018-SMV/01 (hereinafter, Sanctions Regulation); and, in articles 42 and 43 of the Regulation of Organization and Functions of the Superintendency of Securities Market – SMV, approved by Supreme Decree N° 216-2011-EF (hereinafter, ROF-SMV), in the sense that it is a specific function of the SASCM, to impose sanctions in sole and first administrative instance, as appropriate, for the commission of infractions whose compliance control corresponds to the aforementioned Deputy Superintendency. 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 charges related to the incomplete
communication of material events (Charges N° 01, 02 and 03) and the charge related to the untimely communication of material events (Charge N° 04), a single administrative instance corresponds 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 Deputy Superintendent of the SASCM, to impose sanctions in a 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 Deputy Superintendent of the SASCM resolving the reconsideration appeals filed against the pronouncements issued in a single administrative instance;
3. That, regarding the charge related to the inaccurate
communication of material events (Charge N° 05), two (2) administrative instances correspond in accordance with the first paragraph of article 14 of the Sanctions Regulation and numeral 13 of article 43 of the ROF-SMV, which establish that, among other things, it is a specific function of the Deputy Superintendent of the SASCM to impose sanctions in the first administrative instance for the commission of such infractions. Complementary to this, in accordance with article 15 of the Sanctions Regulation and numeral 26 of article 12 of the ROF-SMV, the Superintendent of the Securities Market resolves appeals against resolutions issued in the first instance by the Deputy Superintendent of the SASCM, with the exception of single-instance procedures;
II. FACTS, CHARGES AND DEFENSES OF THE ADMINISTERED ENTITY
2.1 Facts
4. That, it was evaluated whether the Issuer complied with its obligations
to submit information required by the SMV;
2.2 Charges
5. That, as a result of said evaluation, by
Official Letter N° 179-2026-SMV/11.2 dated January 16, 2026 (hereinafter, the Letter of Charges), the following charges were made against the Issuer:

1 By Supreme Decree N° 020-2023-EF, published on February 10, 2023, in the Official Gazette El Peruano, the Consolidated Text of the Securities Market Law, Legislative Decree N° 861, was approved.

PERU Ministry of Economy and Finance

SMV
Superintendency of Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 3 Electronic document digitally signed within the framework of Law N° 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 Incomplete communication of material events Charge N° 01:
Incompletely communicating the material event of June 27, 2022 (File N° 2022026602) related to its share repurchase agreement, given that it was subsequently completed by a material event on July 05, 2022, as a result of a requirement from the Lima Stock Exchange S.A. (File N° 2022026602). Charge N° 02:
Incompletely communicating the material event of October 06, 2022 (File N° 2022040252), through which the percentage of investment shares to be repurchased was reported, but not the quantity of investment shares to be repurchased, given that said information was completed by the material event of October 07, 2022 (Files N°s 2022040452 and 2022040523). Charge N° 03:
Incompletely communicating the material event of March 31, 2023 (File N° 2023014669), referring to the agreements adopted at its general shareholders' meeting held on March 31, 2023, particularly regarding the clarification of points 1.1 and
1.2 of the agenda of the minutes of the general shareholders' meeting of December 13,
2022, given that it completed said information by the material event of April 04, 2023 (File N° 2023015288). Untimely communication of material events Charge N° 04:
Untimely communicating on October 06, 2022 (File N° 2022040179), the Announcement containing information on the repurchase price of its investment shares that was disclosed to a specific group of common shareholders on August 26, 2022, the content of the Announcement should have been disclosed to the market on August 26, 2022, and not on October 06, 2022, as a consequence of a requirement from the General Superintendency of Conduct Supervision. Inaccurate communication of material events Charge N° 05:
Inaccurately communicating the material events of October 06, 07, 11 and 12, 2022 (Files N°s 2022040252, 2022040452, 2022040886 and 2022041043, respectively) as a consequence of having used incorrect amounts in its “share capital” and “investment shares” accounts, for the determination of the repurchase percentage of common and investment shares of the company;
2.3 Defenses
6. That, by means of a written submission presented on February 13,
2026, the Issuer submitted its defenses, expressly and unequivocally acknowledging its responsibility for the commission of the infractions imputed through the Letter of Charges, requesting that the provisions of numeral 1 of article 26 of the Sanctions Regulation be taken into consideration and, consequently, that the amount of the fine to be imposed be reduced by fifty percent (50%).

PERU Ministry of Economy and Finance

SMV
Superintendency of Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 4 Electronic document digitally signed within the framework of Law N° 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
7. That, the Consolidated Text of Law N° 27444,
General Administrative Procedure Law, approved by Supreme Decree N° 006- 2026-JUS (hereinafter, TUO of the LPAG) 2 , contains common rules for the actions of the State's administrative function and regulates all administrative procedures developed in entities, including special procedures. Likewise, numeral 3) of
article 230 of the TUO of the LPAG, indicates the criteria for 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 firm, (f) The circumstances of the commission of the infraction and, (g) The existence or not of intentionality in the conduct of the infringer;
8. That, the defenses and the criteria regarding the
graduation of the sanction have been evaluated in the Report, which has been submitted to the knowledge of the SASCM;
9. That, in observance of the provisions of numeral 5
of article 235 of the TUO of the LPAG, by Official Letter N° 1804-2026-SMV/11 dated April 21, 2026, the Report was sent to the Issuer to receive its comments on the matter, which have not been presented to date;
III. ISSUES TO BE DETERMINED
10. That, in the present PAS, the following must be
determined:
(i) Whether or not the Issuer incurred in the infractions indicated in the Letter of Charges and Report; (ii) Whether or not a sanction should be imposed on the Issuer;
IV. ANALYSIS
4.1 Applicable Regulations
11. That, article 1 of the TUO of the LMV establishes that
the SMV's purpose is, among others, to ensure the protection of investors and the efficiency and transparency of the markets under its protection;
12. That, in accordance with article 30 of the TUO of the LMV
it states that: “The registration of a certain 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 the operation of the centralized mechanism, of the material events, including ongoing negotiations, about itself, the security and the offer made thereof, as well as to disclose such events in a truthful, sufficient and timely manner. (…)”. (Emphasis added);
13. That, likewise, numeral 7.3 of article 7, the
numeral 8.1 of article 8 and numeral 9.1 of article 9 of the Regulation on Material Events and Reserved Information, approved by SMV Resolution N° 005-2014- SM/01 (hereinafter, Regulation on Material Events), establish the following:

2 By Supreme Decree N° 006-2026-JUS, published on April 30, 2026, in the Official Gazette El Peruano, the Consolidated Text of Law N° 27444 General Administrative Procedure Law, approved by Supreme Decree N° 006-2026-JUS, was approved.

PERU Ministry of Economy and Finance

SMV
Superintendency of Securities Market
“Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 5 Electronic document digitally signed within the framework of Law N° 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 “Article 7.- Obligation to Inform (…)
7.3. The obligation to inform a material event shall only be understood
as fulfilled if the Issuer has observed the requirements established in this Regulation and in the corresponding technical specifications established by the SMV. (…)” “Article 8.- Content of material events (…) In the content of the communication of a material event, the Issuer must observe the following:
8.1. Be truthful, clear, sufficient and complete. It shall be presented in a
neutral manner, without judgments or biases that distort the information or that may generate confusion in its scope or situation. (…)” “Article 9.- Timeliness for informing material events
9.1. The Issuer must inform its material event as soon as such event occurs
or the Issuer becomes aware of it, and in no case later than the day on which it occurred or became known. (…) In the event that the material event occurs or the Issuer becomes aware of it on a non-

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