Superintendent Resolution No. 031-2026-SMV/02

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 1 Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Superintendent Resolution No. 031-2026-SMV/02 Lima, March 23, 2026 The Superintendent of the Securities Market HAVING SEEN:
The file No. 2025005597 and Report No. 452-2026-SMV/06 of the Legal Advisory Office, through which it issues an opinion on the appeal filed by Empresa Agraria Azucarera Andahuasi S.A.A. (hereinafter, ANDAHUASI) against the Adjunct Superintendent Resolution SMV No. 068-2025-SMV/11 (hereinafter, THE RESOLUTION); CONSIDERING:

1. That, through THE RESOLUTION it was resolved:
   (i) "To declare that ANDAHUASI has committed seven (7) minor infractions, typified in item 3.1 of section 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), by having presented late the material facts regarding the call to the general meeting of shareholders to be held on October 25 and 31, 2024, in first and second call, respectively (Charge No. 1); the dismissal of Mr. Efraín Roberto Wong Lu Vega and Mr. Erasmo Edgardo Wong Seoane as directors (Charge No. 2); the dismissal of Ms. Angelli Varinia Vasquez Moreno as alternate director (Charge No. 3); the approval of the audited financial statements and annual reports corresponding to the fiscal years 2022 and 2023 (Charge No. 4); the approval of the individual interim financial statements as of September 30, 2024 (Charge No. 5); the call to the general meeting of shareholders to be held on December 26 and 30, 2024, in first and second call, respectively (Charge No. 6); as well as the individual interim financial statements as of September 30, 2024 and its management report (Charge No. 7)". (ii) "To declare that ANDAHUASI has committed one (1) serious infraction, typified in item 2.10 of section 2 of Annex I of the SANCTIONS REGULATION, for not having submitted the consolidated interim financial statements as of September 30, 20241 (Charge No. 8)". (iii) To sanction ANDAHUASI with a fine of 30 UIT, equivalent to S/ 154,500.00 (One Hundred Fifty-Four Thousand Five Hundred and 00/100 Soles), for the infractions stated in the preceding sections.
2. That, due to the concurrence of several infractions of different nature (minor and serious), the sanctioning body applied the figure of the real concurrence of infractions, recognized in the second paragraph of article 29 of the SANCTIONS REGULATION, which establishes that when several behaviors qualify as more than one infraction, the sanction corresponding to the most serious infraction is imposed. This resulted in the present case, that the sanctions for the minor infractions are subsumed by the sanction corresponding to the most serious infraction, that is, the one referred to not presenting the Consolidated Interim Financial Statements as of September 30, 20242 (Charge No. 8), as stated in consideration 57 of THE RESOLUTION: "That, consequently, the sanction corresponding to the serious infraction must be imposed, subsuming the sanctions corresponding to the minor infractions, so that in the present case, based on the evaluation of the Sanction Criteria by this Adjunct Superintendency, it corresponds to apply to the Issuer a fine of 30 UIT equivalent to S/ 154,500.00 (One Hundred Fifty-Four Thousand Five Hundred and 00/100 Soles); and",
3. That, through a document presented on November 06, 2025, ANDAHUASI filed an appeal (the APPEAL) against THE RESOLUTION; regarding the sanction imposed for not having submitted its Consolidated Interim Financial Statements as of September 30, 2024;
4. That, through Superintendent Resolution No. 138-2025-SMV/02 of November 10, 2025, the present administrative sanctioning procedure was classified as high complexity;
   I. ANALYSIS OF THE ADMISSIBILITY OF THE APPEAL
5. That, from the evaluation carried out, it is observed that the appeal meets the requirements established in articles 113, 207, 209 and 211 of Law No. 27444, General Administrative Procedure Law (hereinafter, LPAG), since it was filed within the 15-day period from the notification of the administrative act and is substantiated;
   II. ARGUMENTS OF THE APPEAL
6. That, below, the arguments contained in the APPEAL presented by ANDAHUASI, as well as their evaluation, are exposed succinctly;
   A. REGARDING THE FORCE MAJEURE SITUATION IN ANDAHUASI AND ITS SUBSIDIARIES
7. That, ANDAHUASI states that THE RESOLUTION has as its main support for sanctioning the fact that "from the presentation of the audited individual annual financial statements corresponding to the fiscal years 2023 and 2024 to the SMV, the force majeure situation historically recognized to the Issuer no longer constitutes, in the opinion of this Adjunct Superintendency, a valid impediment for the fulfillment of its obligations to timely present periodic information. (...)"
   i. ANDAHUASI CONTINUES TO EXPERIENCE A FORCE MAJEURE SITUATION THAT EXTENDS TO ITS SUBSIDIARIES
8. That, ANDAHUASI refers that it continues to experience a force majeure situation that extends to its subsidiaries and that this extraordinary scenario has not been overcome to date. ANDAHUASI affirms that it continues to be affected by extraordinary, unforeseeable and irresistible circumstances that prevent its normal functioning, constituting a fully valid case of force majeure. Among these circumstances, the most critical is the already known impossibility of accessing and taking possession of the sugar factory and extensive areas of land that represent approximately 50% of the total property of the Company, a situation that not only limits its operations, but also directly impacts the material possibility of preparing financial statements, both individual and consolidated, in accordance with the required standards;
9. That, ANDAHUASI alleges that this extraordinary situation was recognized by the SMV in Office 3305-2019-SMV/11 of June 27, 2019, in which it refers that the Company "does not have full control of its assets, books and records, as it is public knowledge that the company's plant and the cultivation fields and other offices are 'occupied' or distributed among the different groups vying for control of the ISSUER". Likewise, ANDAHUASI points out that, through THE RESOLUTION, it is intended to disregard the situation that has historically been recognized as a valid impediment for the fulfillment of its obligations to timely present financial information;
10. That, in addition to this, ANDAHUASI maintains that what is stated in THE RESOLUTION has no factual or legal basis, regarding that the alleged force majeure does not extend to the subsidiaries Industrial Andahuasi S.A. and Empresa Agraria Andahuasi Manco Capac S.A. (collectively the SUBSIDIARIES), since according to ANDAHUASI they have indeed been affected; considering that the administrations of the SUBSIDIARIES have been subject to a recent regularization process; and, that the majority of their records, assets and accounting books are located in areas invaded by third parties;
    ii. REGARDING THAT THE PRESENTATION OF AUDITED FINANCIAL INFORMATION CORRESPONDING TO FISCAL YEARS 2023 AND 2024 DOES NOT IMPLY THE OVERCOMING OF THE ALLEGED FORCE MAJEURE STATE
11. That, ANDAHUASI argues that THE RESOLUTION demonstrates ignorance of its situation by stating: "the current circumstances have changed significantly. In effect, the approval and presentation of the audited individual annual financial statements as of December 31, 2024 and 2023 evidences the decision of the corporate bodies to resume the adoption of international financial reporting standards (IFRS) (...)";
12. That, ANDAHUASI points out that the approval and presentation of the audited individual financial statements of ANDAHUASI as of December 31, 2023 and 2024 constitute the result of a sustained and complex process of formal administration regularization, initiated several years ago and that has not yet been able to conclude due to the multiple difficulties that persist to date;
13. That, likewise, ANDAHUASI refers that it prioritized the preparation and audit of said financial statements as they are the most recent and because they allow providing shareholders and investors with an updated view of its economic and financial situation; however, ANDAHUASI alleges that this does not mean that the force majeure conditions affecting it have been overcome since the aforementioned financial statements were prepared by provisioning the entirety of the assets that it does not maintain under its control;

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 4 Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
14. That, on the other hand, ANDAHUASI refers that THE RESOLUTION has used this fact (approving and presenting the aforementioned audited annual individual financial statements) not to duly analyze the dimension of the supposed force majeure, but to justify the substantial fine imposed as a sanction, which is a highly burdensome act (contrary to what is established in section 10, article 66 of the LPAG);
15. That, ANDAHUASI adds that THE RESOLUTION is arbitrary, as it intends to disregard its conduct, which denotes a high degree of diligence and commitment in the midst of an adverse situation, considering that it has been inferred (improperly and incorrectly) that the force majeure situation would no longer constitute an impediment for the presentation of periodic information. According to ANDAHUASI, it reveals the absence of a comprehensive analysis of the material truth of the case and a disregard for the complex situation that the regulated entity and the SUBSIDIARIES still face;
16. That, ANDAHUASI maintains that the adoption of International Financial Reporting Standards (IFRS) does not constitute an element that allows concluding that the force majeure situation affecting it has been overcome. It points out that such adoption responded exclusively to compliance with applicable regulations and to the administration's willingness to provide shareholders and investors with updated and transparent financial information. In this line, it reiterates that there is no concrete or direct relationship between the implementation of IFRS and the cessation of the circumstances that motivated the declaration of force majeure by the SMV. ANDAHUASI alludes that the facts that supported such declaration have not changed substantially. Therefore, it alleges that the decision of the Adjunct Superintendency of Market Conduct Supervision (SASCM) lacks sufficient motivation, violating item 4 of article 3° and article 6° of the LPAG;
B. REGARDING THE RECENT COMPILATION OF CONSOLIDATED FINANCIAL INFORMATION
17. That, ANDAHUASI argues that THE RESOLUTION did not consider that the SUBSIDIARIES were immersed in an integral process of recomposition of their administrative bodies and reconstruction of their financial and accounting information, which was formalized through general meetings in which, among other agreements, new boards of directors were appointed, capital reductions to absorb accumulated losses were approved, and the audited financial statements for fiscal years 2022 to 2024 were approved;
18. That, in such context, ANDAHUASI specifies that the individual financial statements of each subsidiary, prepared under uniform accounting policies and the same cut-off date, are necessarily required in order to prepare its consolidated information. However, it reiterates that force majeure events—including the material impossibility of accessing records, assets and accounting books located in invaded areas—prevented timely availability of the information;
19. That, ANDAHUASI points out that only in June 2025, after the approval of the audited individual financial statements for fiscal years 2022, 2023 and 2024 of each of the SUBSIDIARIES, would the necessary inputs for the consolidation of financial information have been available. ANDAHUASI maintains that, to date, the accounting information corresponding to the entire economic year of the company and its SUBSIDIARIES is available to the market;

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 5 Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
C. REGARDING THE REGULARIZATION OF THE PRESENTATION OF CONSOLIDATED FINANCIAL INFORMATION
20. That, ANDAHUASI states that, without this implying any recognition of responsibility, as of the date of presentation of its appeal it has complied with presenting its consolidated interim financial information corresponding to the third quarter of fiscal year 2024. Likewise, ANDAHUASI alleges that such compliance evidences its commitment and diligence to progressively remedy the delays caused by the force majeure circumstances affecting it, as well as its willingness to cooperate with the supervisory body;
D. REGARDING THE VIOLATION OF ADMINISTRATIVE PRINCIPLES
21. That, ANDAHUASI invokes the violation of the Principle of Predictability or Legitimate Trust (article IV, section 1.15 of the LPAG), stating that the SMV would have unjustifiably departed from a previous and constant criterion according to which it recognized the existence of an exonerating cause of responsibility derived from a force majeure situation that—according to it—persists and has not changed substantially;
22. That, ANDAHUASI also maintains that the initiation of the sanctioning procedure is unpredictable, generates legal insecurity and constitutes discriminatory treatment contrary to the Principle of Impartiality;
23. That, likewise, it alleges the transgression of the Principle of Material Truth, in that the authority would not have verified comprehensively the subsistence of the force majeure situation, despite the documentation in the file. Finally, ANDAHUASI argues that the imposed sanction violates the Principle of Reasonableness, as it does not maintain proportionality with the extraordinary circumstances of the case, nor consider the absence of intent, illicit benefit or substantial harm to the market;
III. EVALUATION OF THE ARGUMENTS EXPRESSED
24. That, below, it proceeds to analyze the arguments developed by ANDAHUASI in the appeal subject of analysis:
A. REGARDING THE FORCE MAJEURE SITUATION IN ANDAHUASI AND ITS SUBSIDIARIES
25. That, ANDAHUASI maintains that THE RESOLUTION incurs in a mistaken understanding by considering that the presentation of the audited individual financial statements corresponding to fiscal years 2023 and 2024 evidences the overcoming of the force majeure situation historically recognized to it. It affirms that extraordinary, unforeseeable and irresistible circumstances continue to exist—mainly the impossibility of accessing a relevant part of its assets and internal corporate conflicts—which would prevent the preparation of consolidated financial statements and that, in addition, such situation extends to its SUBSIDIARIES;
26. That, it is necessary to clarify that the exonerating cause of responsibility for force majeure provided for in article 27 of the SANCTIONS REGULATION3 must be interpreted strictly, as it constitutes an exception to the general principle of administrative responsibility. Specialized doctrine in sanctioning administrative law has pointed out that exonerating causes cannot be applied extensively or presumed, but must be subject to full proof by the party invoking them;

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 6 Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
27. That, in this sense, Morón Urbina holds that "the exonerating causes of administrative responsibility constitute exceptional situations whose configuration requires sufficient proof of objective impossibility of compliance, the mere difficulty or the generic allegation of adverse circumstances not being sufficient" (MORÓN URBINA, Juan Carlos, Comments on the General Administrative Procedure Law, 16th ed., Gaceta Jurídica, Lima, 2023, comment on art. 248);
28. That, it is observed that there are no concrete proofs in the administrative sanctioning procedure that accredit that ANDAHUASI was in impossibility of obtaining the required information from its assets, records and accounting books for the preparation of its Consolidated Interim Financial Statements as of September 30, 2024. Therefore, the mere assertion that it is going through a force majeure situation that extends to its SUBSIDIARIES is not sufficient for the application of the administrative responsibility exonerating cause;
29. That, regarding the legal institution of force majeure, it can be defined as an excluder of responsibility in the administrative field, which requires the concurrence of extraordinariness, unforeseeability and irresistibility, as well as the accreditation that the event has generated an absolute impossibility of compliance;
30. That, considering the above, ANDAHUASI's argument fails to refute the reasoning of THE RESOLUTION. The approval, audit and presentation to the SMV of the individual financial statements corresponding to fiscal years 2023 and 2024 constitutes an objective fact that evidences that it is in organizational, accounting and corporate capacity to comply with financial reporting obligations under IFRS standards. Such conduct cannot be considered legally irrelevant in the evaluation of the application of the responsibility exonerating cause invoked by ANDAHUASI, as it reveals that the company has sufficient operational and management mechanisms to formulate financial information, coordinate with external auditors and adopt valid approval agreements;
31. That, an aspect that cannot be overlooked is the fact that ANDAHUASI would not be exempt or in absolute impossibility of complying with the obligations established by securities market regulation, if it is taken into account, as has been proven in the sanctioning procedure, that it has been disseminating to the market the material facts that arise and that must be communicated in accordance with what is established by the Securities Market Law, Legislative Decree No. 861 and its amendments (hereinafter, LMV) and the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01;
32. That, administrative doctrine is clear in stating that the impossibility that exonerates from responsibility d

1 "Not to communicate material facts or not to present audited individual or consolidated financial information, individual or consolidated interim financial statements, management report or special audit report and annual reports". (Underline added)

2 "Not to communicate material facts or not to present audited individual or consolidated financial information, individual or consolidated interim financial statements, management report or special audit report and annual reports". (Underline added)

3 Article 27.- EXONERATING CAUSES OF RESPONSIBILITY FOR INFRACTIONS The following constitute conditions exonerating responsibility for infractions:

a) The fortuitous event, force majeure or other exceptional situation that, in the opinion of the SMV, is comparable to a 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) Mandatory order from a competent authority, issued in the exercise of its functions. e) Error induced by the Administration or by confusing or illegal administrative provision. f) Voluntary remediation by the potential sanctioned party of the act or omission imputed as constituting an administrative infraction, prior to the notification of the charges referred to in the LPAG and provided that no communication demanding compliance with the obligation has been issued.

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