Superintendent Resolution No. 072-2025-SMV/02 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Superintendent Resolution No. 072-2025-SMV/02 Lima, June 17, 2025 The Superintendent of the Securities Market HAVING SEEN:
File No. 2024015106 which contains, among others, the appeal filed by Aenza S.A.A. (hereinafter, the ISSUER) against the Adjunct Superintendent Resolution SMV No. 003-2025-SMV/11 (hereinafter, the RESOLUTION), Report No. 820-2025-SMV/06 issued by the Legal Advisory Office, the additional written submission of the ISSUER and after hearing the oral report from the representatives of the ISSUER; CONSIDERING:
That, through the RESOLUTION, notified on January 9, 2025, the Adjunct Superintendent of Market Conducts (hereinafter, SASCM), resolved as follows:
(i) Order the archiving of the first and second charges against the ISSUER for not communicating as material events the addenda to the “Convertible Bond Issuance Contract of Aenza S.A.A.” signed on July 12, 2021 (first addendum) and January 24, 2022 (second addendum), respectively. (ii) Declare that the ISSUER committed five (05) infractions of a serious nature typified in paragraph 2.10 numeral 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION) for not presenting the following material events:
a) The final result of the arbitral process between the Peruvian State and the Concessionaire Company Chavimochic, whose arbitral award was notified on October 4, 2022. b) The final result of the arbitral process followed by Cumbra Perú S.A. and the Machu Picchu Electric Generation Company S.A., whose arbitral award was issued on July 8, 2021. c) The initiation of the judicial process for partial annulment of the arbitral award issued on July 8, 2021 in the arbitral process followed by Cumbra Perú S.A. and the Machu Picchu Electric Generation Company S.A. d) The initiation of an administrative contentious process, having filed on September 30, 2021 the lawsuit before the Specialized Chamber of the Transitory Administrative Contentious Court against the SMV, processed in Judicial File No. 02231-2021-0-1801-SP-CA-01. e) The initiation of an administrative contentious process, having filed on October 15, 2021 the lawsuit before the Specialized Chamber of the Transitory Administrative Contentious Court against the SMV, processed in Judicial File No. 2359-2021-0-1801-SP-CA-01.

PERÚ Ministry of Economy and Finance

(iii) Sanction the ISSUER with a total fine of 95 UIT equivalent to S/ 423,000.00 (Four Hundred Twenty-Three Thousand and 00/100 Soles). Regarding the challenged infraction, the RESOLUTION imposed a fine of 25 UIT equivalent to S/ 115,000.00 (One Hundred Fifteen Thousand and 00/100 Soles). That, through a written submission presented on January 30, 2025, the ISSUER filed an appeal against the RESOLUTION, regarding the aspect referred to to the infraction committed for not presenting as a material event the final result of the arbitral process between the Peruvian State and the Concessionaire Company Chavimochic, in which it also requested to be granted the right to speak before this office; That, through Superintendent Resolution No. 018- 2025-SMV/02 of February 4, 2025, the present administrative sanctioning procedure was qualified as high complexity; That, through Office No. 3219-2025-SMV/14 of June 6, 2025, the right to speak was granted to the ISSUER, taking place on June 12, of 2025; That, through a written submission dated June 16, 2025, the ISSUER presented additional arguments to its appeal submission (hereinafter, additional submission); That, through Report No. 820-2025-SMV/06 of June 17, 2025 (hereinafter, the REPORT), the Legal Advisory Office issued an opinion on the appeal filed by the ISSUER, taking into account what was manifested by the ISSUER in the exercise of the right to speak and its additional submission;
I. ARGUMENTS OF THE ISSUER
That, below, the arguments raised by the ISSUER are summarized:
That, regarding the participation of the ISSUER in the Concessionaire, it states that the concession of the design, construction, operation and maintenance project of the major hydraulic works of the Chavimochic Project (hereinafter, the PROJECT) was awarded on December 18, 2013 in favor of the Santa River – Chavimochic Consortium (hereinafter, the CONSORTIUM), integrated by Graña y Montero

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship S.A.A. (now AENZA, i.e., the ISSUER), Odebrecht Participacoes e Investimentos S.A. (OPI) and Constructora Norberto Odebrecht S.A. (CNO); That, it refers that CNO and OPI constituted the Chavimochic Concessionaire S.A.C. (hereinafter, the CONCESSIONAIRE), in which the ISSUER had a participation of 26.5% in its share capital, and in March of the year 2014, made a contribution of S/ 13.305 million 1 , to subsequently make capital contributions until reaching the sum of S/ 32.394 million 2 ; That, the ISSUER indicates that in May of 2014, the CONCESSIONAIRE signed with the Peruvian State the Concession Contract (hereinafter, the CONTRACT), and the construction of the work began in 2015, whose total investment amount of the PROJECT was US$ 647 million; That, at the beginning of the year 2017, the process of early termination of the CONTRACT began, suspending all activities until december of the same year; That, it did not make additional investments, and from the annual audited separate financial statements of the 2017 exercise, a reduction in the book value of the total investment it made was generated, which was recorded in all its Financial Statements until reaching a value of zero (0) for the 2022 exercise, and in note 10 of its annual audited separate financial statements as of December 31, 2022, an impairment of the balance of the investment made in the CONCESSIONAIRE was recorded for S/ 14.5 million; That, the ISSUER states that the CONCESSIONAIRE was not its subsidiary nor did it form part of its economic group, being registered as an associate with a minority participation, and being a holding company that makes investments in various companies, to determine the importance or materiality of the investment in the CONCESSIONAIRE, it must be contrasted with its participation in other companies and investments, representing the investment in the CONCESSIONAIRE, a minor investment compared to investments in other companies subsidiaries of its economic group, recorded in its annual audited separate financial statements as of December 31, 2022; That, regarding the arbitral process on the termination of the Concession Contract, the ISSUER states that both the suspension of the PROJECT, as well as the controversies with the State regarding the conclusion of the CONTRACT, were of public knowledge; in which it was not involved, as it did not have active participation in the process, the one involved being the CONCESSIONAIRE; That, on the other hand, it indicates that through a material event of February 24, 2017, it communicated that it requested information from the

1 According to the ISSUER, this information is contained in Note 9 of its Annual Audited Separate Financial Statements as of December 31, 2014 2 According to the ISSUER, this information is contained in Note 10 of its Annual Audited Separate Financial Statements as of December 31, 2015 and 2016, however, it is observed that the reference is located in Note 9.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship CONCESSIONAIRE regarding the actions initiated by it against the Regional Government of La Libertad (GRLL) for the breach of the CONTRACT; and on March 13, 2017, communicated as a material event the information it received from the CONCESSIONAIRE regarding a journalistic note from the Diario Gestión newspaper through which it was informed that the International Centre for Settlement of Investment Disputes – ICSID rejected the CONCESSIONAIRE’s request for arbitration against the GRLL, confirming what was stated in said journalistic note and indicating that they had proceeded to file the arbitration request before the United Nations Commission on International Trade Law – UNCITRAL; That, this would evidence that it was not involved in the management of the CONCESSIONAIRE, and therefore, regarding the news about the controversies regarding the CONTRACT, it should request information. It adds that it did not communicate as a material event the initiation of the arbitral process, because it did not know nor could it know said information; That, it states that the information about the existence of the arbitral process was included in its financial statements, as a note linked to the investment in associates, and that considering, the issuance of the award, in its annual audited separate financial statements at the close of the 2022 exercise, it is appreciated that in addition to recording the impairment in the investment, it was included in note 10, section B), ii) that “On October 4, 2022, the Arbitral Tribunal notified the parties with the award, which disposed of the early termination of the Concession Contract and ordered among others, that the Grantor pay the Concessionaire US$ 25.3 million as a consequence of its breach (…). Despite the requests for exclusion and integration of the award filed by the Concessionaire, the Tribunal did not rule within the deadline…”, among other information referred to the arbitral process and the execution of the bid bond of the CONCESSIONAIRE; That, it adds that note 9 (a) of the aforementioned financial statements refers to the receivable account of S/ 32.062 million, indicating that it corresponds to the claim to the Ministry of Agriculture and Irrigation – MIDAGRI, made by the CONCESSIONAIRE for US$ 8.9 million for the execution of the total of the Bid Bond, derived from the arbitral process; That, regarding the analysis of the materiality of the information about the award, the ISSUER states that, although it agrees that the materiality of an event or fact is evaluated according to its quantitative and qualitative aspects, according to what is established in articles 3 3 and 4 4 of the Regulations on Material Events and Confidential Information, approved by SMV Resolution No. 005-2014- SMV/01 (hereinafter MATERIAL EVENTS
REGULATION), these must be analyzed to determine if they have the capacity to significantly impact the liquidity, price or quotation of the securities, or if they can significantly influence the decision of a reasonable investor to invest or not in a security; That, it adds that numeral 5.2 5 of article 5 of the MATERIAL EVENTS REGULATION establishes that the scenarios of Annex 1 of said norm shall be communicated as material events when they have the capacity to significantly influence, except for the specific scenarios contained in the current regulation that are qualified as material events; That, the ISSUER specifies that according to its annual audited separate financial statements as of December 31, 2022, the impairment of the investment represented only 1.15% of the individual liabilities and 0.62% of the individual assets; and according to its consolidated annual audited financial statements closed as of December 31, 2022, the impairment in the investment due to the early termination of the CONTRACT, determined in the award, represented only 0.3% of the consolidated liabilities and 0.24% of the consolidated assets; therefore, the impact of the referred award was immaterial to it; That, it mentions that the RESOLUTION, when referring to the indicators it presented as support regarding its assets and liabilities, recognized that the result of the arbitral process “in no case would exceed 3%”; however, it considers that the SASCM, when evaluating the existence of the qualitative elements that determine if the final result of the arbitral process should have been revealed as a material event 6 , does not support the materiality analysis regarding the referred qualitative criteria, i.e., it did not analyze how such criteria generated that the information about the award has the capacity to significantly influence the price, liquidity or quotation of its securities; That, in that sense, the references of the RESOLUTION on the termination of the CONTRACT due to causes attributable to the parties cannot be referred to the ISSUER, as it was not a party, and in any case the breaches would have been regarding the CONCESSIONAIRE, which was not controlled or managed by the ISSUER, of which it was only a minority shareholder; That, likewise, the ISSUER refers that the RESOLUTION mentions as a qualitative criterion “the social and economic impact” of the PROJECT, as well as that it was the “largest and most important irrigation infrastructure project

of the country”, which refers to future expectations regarding an important project for a country, but does not effectively refer to the impact on the ISSUER, its assets or its business, therefore, it considers that the concrete and real information on the impact of the termination of the CONTRACT is informed in its financial statements; That, it also indicates that the RESOLUTION refers to that the ISSUER, due to the award, “would cease to receive the projected income flow”, however, it does not support what the concrete impact would be regarding the ISSUER, despite having previously recognized that the quantitative impact was not material. Additionally, the ISSUER considers that stating that the PROJECT was the “largest and most important irrigation infrastructure project of the country” is not sufficient support; That, it reiterates that the investment it projected to have in the CONCESSIONAIRE, corresponding to its minority participation of 26.5%, did not represent an investment greater than that which it had planned for other projects managed by its subsidiaries, and in proportion to its participation in the projected income that ceased to be received, they were not higher than the income together of the other projects managed by its subsidiaries, therefore the impact of the award even in the expectations was not material, as otherwise it would have been reflected in its shares (price, liquidity or quotation, or volume traded) when the award became public; That, on the other hand, the ISSUER refers that since the beginning of 2017, more than five (05) years before the award, it was already public knowledge that the PROJECT was paralyzed and that the termination of the CONTRACT was being discussed, therefore, at the time the award was issued in October 2022, the risk that the same would not be carried out by the CONCESSIONAIRE was also a risk assumed by the market, and therefore, once the award was made public in the media 7 , it had no impact on the price or liquidity of its shares, as is appreciated on the website of the Lima Stock Exchange – BVL 8 , maintaining its price stable with respect to the quotation of the previous days and even rising at the end of October 2022; That, the ISSUER indicates that, for the reasons stated, considering the quantitative and qualitative aspects, the information on the conclusion of the arbitral process did not have the capacity to significantly influence the price or liquidity of its securities, and consequently, it did not qualify as a material event and did not have to report the award as such;
II. EVALUATION
2.1 Formal requirements of the appeal

7 Diario Gestión, October 13, 2022: https://gestion.pe/economia/chavimochic-iii-los-millones-que-se-mueven-entreel-estado-y-la-concesionaria-tras-el-arbitraje-chavimochic-iii-laudo-arbitral-odebrecht-grana-y-montero-decision-lalibertad-noticia/ 8 Link provided by the ISSUER: https://www.bvl.com.pe/emisores/detalle?companyCode=73658#historico-decotizaciones

PERÚ Ministry of Economy and Finance

That, the appeal filed by the ISSUER complies with the requirements established in articles 113 9 , 207 10, 209 11 and 211 12 of the General Administrative Procedure Law – Law 27444 (hereinafter, LPAG), given that it was filed within the term of fifteen (15) business days from the notification of the administrative act, it is based on issues of pure law and complies with the dother requirements established by the regulation;
2.2 Evaluation of the ISSUER's arguments
That, in the present case, the award -whose failure to communicate as a material event was imputed to the ISSUER- is issued as the final result of an arbitral process between the Peruvian State and the CONCESSIONAIRE, in which breaches of the CONTRACT are discussed and it is resolved to declare its early termination due to causes attributable to both parties; That, through said CONTRACT, the CONCESSIONAIRE would be responsible for the design and construction of the New Works of the Third Stage, the operation and maintenance of said works and of the Existing Works, as well as for the provision of the water supply service to the different users of the PROJECT; That, the ISSUER was part of the CONSORTIUM to which said PROJECT was awarded, and is also part of the companies that constitute the CONCESSIONAIRE for the signing of the CONTRACT;

“Article 113.- Requirements of the writings
Any writing that is presented before any entity must contain the following:

Full names, address and National Identity Document number or foreigner’s ID card of the
administrated person, and if applicable, the quality of representative and of the person they represent.
The concrete expression of what is requested, the factual grounds that support it and, when possible, the legal grounds.
Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
The indication of the organ, the entity or the authority to which it is addressed, understood by such, as far as possible, to the
authority of the closest degree to the user, according to the hierarchy, with competence to hear and resolve it.
The address of the place where notifications of the procedure are desired to be received, when it is different from the actual
address exposed pursuant to numeral 1. This address designation takes effect from its indication and is presumed subsistent, unless its change is expressly communicated. Likewise, the email or, if applicable, the electronic mailbox, pursuant to article 20 of the present law.
The list of documents and attachments that accompany it, indicated in the TUPA.
The identification of the file of the matter, in the case of already initiated procedures.”
“Article 207. Administrative resources
207.1 The administrative resources are:
a) Reconsideration resource b) Appeal resource Only in the case that by law or legislative decree it is expressly established, the filing of the administrative resource of revision is admissible.
207.2 The term for the filing of the resources is fifteen (15) peremptory days, and they must be resolved within the term
of thirty (30) days except for the reconsideration resource which is resolved within the term of fifteen (15) days. Exceptionally, in single-instance administrative procedures of the competence of the regulatory bodies' boards of directors, the reconsideration resource is resolved within the term of thirty (30) days.” “Article 209.- Appeal resource The appeal resource shall be filed when the challenge is based on a different interpretation of the evidence produced or when it concerns issues of pure law, being directed to the same authority that issued the act that is challenged so that it elevates the proceedings to the hierarchical superior.” “Article 211.- Requirements of the resource The resource writing must indicate the act from which it is appealed and comply with the other requirements provided in article 113 of the present Law.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and the authorship

That, regarding the participation of the ISSUER in the CONCESSIONAIRE, as referred to by the ISSUER, the concession of the PROJECT was awarded on December 18, 2013, in favor of the CONSORTIUM, of which this entity is a part, along with the companies OPI and CNO. In this way, on May 9, 2014, the CONTRACT –subject of the award– was signed between the Peruvian State and the CONCESSIONAIRE, which is a company constituted for this purpose 13 and by the aforementioned companies;

That, in this sense, although the CONCESSIONAIRE, as referred to by the ISSUER, was not a subsidiary of this entity, nor part of its economic group, its participation (investment) was not quantitatively relevant, it had larger investments in other businesses, or did not make additional investments in this, it is also a fact that the ISSUER intervened as a consortium member for the award of the PROJECT, and is one of the companies that constituted the aforementioned CONCESSIONAIRE for the signing of the CONTRACT, which is the subject of the award;

That, additionally, as also pointed out by the SASCM and the ISSUER itself, "with respect to the numerical relationships presented by the Issuer, in no case would it exceed 3%, (...)", which implies that the quantitative aspect is not a controversial aspect, since both the SASCM and the ISSUER understand that regarding this element there is no materiality;

That, regarding the arbitral process that determined the early expiration of the CONTRACT, the ISSUER indicates that the controversy and potential disputes regarding the fulfillment of obligations involved the CONCESSIONAIRE, and not this entity, since it was not a party, was not involved, and did not have an active participation in said process; however, the award has taken into account the intervention of the ISSUER, referring to it as being part of the CONSORTIUM that was awarded the PROJECT, and one of the companies that constituted the CONCESSIONAIRE, which is the one that signs the CONTRACT. This aspect is also reflected in the CONTRACT in point XXXII of the background, as follows: "In accordance with the Bases, the Awarded Party constituted the Concessionaire, in accordance with the laws of the Republic of Peru";

That, although it is true that the CONCESSIONAIRE is the one intervening in the CONTRACT and in the arbitral process, these were generated by the award of the PROJECT in favor of the CONSORTIUM, of which the ISSUER was a part;

That, it is so much the case that the ISSUER presented two material facts to the SMV, dated February 24, 2017, and March 13, 2017, relating to the arbitral process, the first, in which it communicates that it requested information from the CONCESSIONAIRE about the actions initiated against the GRLL for the breach of the CONTRACT, and the second, communicating that, referencing a news item in which it was reported that ICSID rejected the arbitration request, it consulted with the management of the CONCESSIONAIRE if this was true, which was confirmed to it, in addition to communicating to it that they had proceeded to file the arbitration request before UNCITRAL;

13 Entry A00001 of Electronic Part No. 13197804 of the Register of Legal Entities of Registry Zone No. IX – Lima Headquarters, Lima Registry Office.

PERU Ministry of Economy and Finance

That, as provided in Article 3 14 of the MATERIAL FACTS REGULATION, for a certain act, decision, agreement, fact, among others, referred to the issuer, its securities, or its businesses, to have the condition of a material fact, it must have the capacity to significantly influence, fundamentally in two aspects: (i) the decision of a reasonable investor to buy, sell, or hold a security, that is, the effect on investment decisions, or (ii) the liquidity, price, or quotation of the issued securities;

That, in line with this, according to what is established in Article 4 15 of the same regulation, to evaluate the capacity for significant influence of the information and its possible qualification as a material fact, that is, its materiality, the issuer must consider the relevance of the act, agreement, fact, etc. in its activity, assets, results, financial situation, or general business or commercial position;

That, in this way, for the aforementioned evaluation of the materiality of the information –determination of the capacity for significant influence–, the quantitative and qualitative elements that allow it to be considered a material fact must be taken into account.

That, the quantitative element can be identified as the economic impact on the issuer's assets, results, and financial situation, and on the other hand, the qualitative element linked to the general business or commercial position of the issuer;

That, in the present case, both the ISSUER and the SASCM agree that the award does not have materiality for the ISSUER, viewed from a quantitative perspective, since with respect to the numerical relationships presented by the latter, in no case would it exceed 3% of the concepts detailed (impairment of investment in assets and liabilities, individual and consolidated, as of December 2022);

That, regarding the qualitative element, the ISSUER points out that the criteria mentioned in the RESOLUTION do not determine the capacity for significant influence of the award;

“Article 3.- Definition of material fact
A material fact is any act, decision, agreement, fact, ongoing negotiation, or information referred to the Issuer, its securities, or its businesses that have the capacity to significantly influence:
3.1. The decision of a reasonable investor to buy, sell, or hold a security; or,
3.2. The liquidity, price, or quotation of the issued securities.
It also includes information about the Issuer's economic group that it knows or should reasonably know, and that has the capacity to significantly influence the Issuer or its securities, as stated in this Regulation.”

“Article 4.- Criteria to determine the capacity for significant influence of information To evaluate the capacity for significant influence of the information and its possible qualification as a material fact, the Issuer must consider the relevance of the act, agreement, fact, ongoing negotiation, decision, or set of circumstances in its activity, assets, results, financial situation, or general business or commercial position; or in its securities or in their offer; as well as in the price or trading of its securities.”

PERU Ministry of Economy and Finance

That, the ISSUER indicates that the parties to the arbitration were the CONCESSIONAIRE and the Peruvian State, so the reference in the RESOLUTION that the grounds for termination of the CONTRACT are attributable to the parties, could not refer to the ISSUER; however, said CONTRACT is the fruit of the award of the PROJECT to the CONSORTIUM of which it was a part, and the aforementioned CONCESSIONAIRE was a legal entity constituted for this purpose, by the ISSUER and others;

That, the ISSUER specifies that the RESOLUTION refers as a qualitative criterion "the social and economic impact" of the PROJECT, as well as that it was the "largest and most important irrigation infrastructure project in the country", which refers to future expectations regarding an important project for a country, but does not effectively refer to the impact on the ISSUER, its assets, or its business, that is, to the capacity that such information had to significantly influence its values, so the ISSUER considers that the concrete and real information on the impact of the termination of the CONTRACT is reported in its financial statements;

That, although this office does not consider that to qualify the fact as material, "the social and economic impact" of the PROJECT must be taken into consideration, as well as that it was the "largest and most important irrigation infrastructure project in the country", it is relevant that the fact that the ISSUER was the one who initially qualified the information related to the award as a material fact, by disseminating on February 24, 2017, that it requested information from the CONCESSIONAIRE about the actions initiated against the GRLL for the breach of the CONTRACT, and on March 13, 2017, by communicating, referencing a news item in which it was reported that ICSID rejected the arbitration request, that it consulted with the management of the CONCESSIONAIRE if this was true, which was confirmed to it, in addition to communicating to it that they had proceeded to file the arbitration request before UNCITRAL;

That, being this so and despite that, as the ISSUER has pointed out, it was not the CONCESSIONAIRE and its participation in it was minority, the ISSUER decided that the market must be informed through the channel of material facts, of the situations mentioned;

That, this decision in turn meant that all investors and generally people who access information through this channel, take knowledge of such situations, and have a legitimate interest in knowing the result of that which was qualified as material at the time of being revealed through the channel of material facts;

That, the decision to reveal implicitly involved a valuation that such situations had materiality, a criterion that should also be maintained for the results of the arbitral award, otherwise there would be no consistency in the treatment of information to be revealed to investors;

That, additionally, the ISSUER points out that in the RESOLUTION it is specified that due to the award "it would cease to perceive the projected income flow", however, it does not substantiate what the concrete impact would be with respect to the ISSUER, despite having previously recognized that the quantitative impact was not material;

That, regarding this, since the SASCM considered that what corresponded to evaluate was the existence of qualitative elements that determine if the final result of the arbitral process should have been revealed as a material fact, this aspect did not correspond to be contemplated for said analysis;

That, on the other hand, the ISSUER highlights the market's wide knowledge of the situation of the PROJECT and the risk that it may not be carried out, so, once the award was made public in the media, it had no impact on the price or liquidity of its shares; however, the provisions on the definition of material fact, as well as the criteria to determine the capacity for significant influence of the information, are drafted in a sense of potentiality or possibility, that is, in the capacity that the information to be revealed has, in the price, liquidity of the security, or the decision of a reasonable investor, and it is not measured by the result, of what actually occurs.

That, likewise, paragraph 33 of Annex 1 of the MATERIAL FACTS REGULATION establishes as a material fact the "Start and final result of judicial or arbitral processes and administrative procedures that may affect the assets or businesses and activities of the Issuer", and in observance of what is established in paragraph 5.2 of Article 5 of the MATERIAL FACTS REGULATION, the aforementioned "capacity to significantly influence" of the award with respect to the activities and businesses of the ISSUER has also been evaluated;

That, in this way, although it is appreciated that the quotation of the ISSUER's shares was maintained in the month of October (month in which the award was issued) as evaluated in the preceding paragraphs, the final result of the arbitral process in which the early expiration of the CONTRACT was declared should indeed have been communicated as a material fact;

That, regarding the ISSUER's additional writing, it refers that it only submitted the material fact of March 13, 2017, clarifying the information that was published in the media, in compliance with the obligation established in paragraph 6.4 16 of Article 6 of the MATERIAL FACTS REGULATION;

That, the norm cited by the ISSUER, in addition to referring to the fact that the issuer is responsible for clarifying or refuting information published in the media that is false, inaccurate, or incomplete, also

“Article 6.- Duty of diligence
In compliance with the obligations established in this Regulation, the Issuer is responsible for:
(...)
6.4. Clarify or refute, or in its case communicate as a material fact after having taken knowledge,
the information published in the media, that is false, inaccurate, or incomplete, including the information that had not been generated or disseminated by the Issuer itself. The clarification or refutation constitutes a material fact. The information published in the media must comply with what is stated in articles 3 and 4.

PERU Ministry of Economy and Finance

provides that this must comply with what is stated in Articles 3 and 4 of the MATERIAL FACTS REGULATION, which implies that there must be an evaluation by the issuer of the capacity for significant influence of said information;

That, in this way, as mentioned in preceding paragraphs, to have disseminated such information as material facts, the ISSUER must have carried out an analysis and considered that they could affect its businesses and activities, otherwise, the reasons for disseminating them as such are not understood, since this channel cannot be used if it is not considered that the facts qualify as material facts;

That, therefore, the fact that it reiterates that it did not inform the start of the arbitral process does not change the fact that it had already carried out an evaluation of the controversies surrounding the CONTRACT and its capacity to significantly influence, to inform it as a material fact;

That, likewise, the argument of the ISSUER cannot be accepted, in the sense that since it was a media topic, it considered it appropriate to clarify the information reported in the media, since according to the ISSUER itself in its additional writing, it informed it as a material fact in application of what is established in paragraph 6.4 of Article 6 of the MATERIAL FACTS REGULATION, which, as already mentioned above, provides that Articles 3 and 4 of the same regulatory body must be observed;

That, for the foregoing, this office considers that the final result of the arbitral process between the Peruvian State and the ISSUER constitutes a material fact that should have been informed by the ISSUER;

That, although the Issuer does not mention in its additional writing the material fact presented on February 24, 2017, which it does mention in the appeal writing, in that case also, in application of paragraph 6.4 of Article 6 of the MATERIAL FACTS REGULATION, it must have observed what is established in Articles 3 and 4 of said norm;

That, on the other hand, the ISSUER affirms that when the RESOLUTION analyzes the criterion of economic damage caused and its repercussion on the market, it is observed that there is no evaluation of whether there was a quantifiable damage or not, nor if there was effectively a concrete impact on investors and, if so, the magnitude of said operation or damage;

That, it also affirms that the RESOLUTION is limited to indicating that "the failure to disseminate relevant information such as material facts or not doing so in a timely manner produces an impact on the transparency of the securities market", that is, the material truth has not been observed, which requires the applicable regulations for authorities that are going to issue administrative decisions;

That, regarding this, this office considers that, as developed in the criterion of economic damage caused and its repercussion

PERU Ministry of Economy and Finance

on the market in the RESOLUTION (considering 45), this criterion could be confused with that of the gravity of the damage to the public interest and/or protected legal good;

That, in this sense, it should have been indicated whether there was a quantifiable economic damage or not, as well as substantiated in what way the non-revelation of the material fact by the issuer impacted the market, taking into consideration, among other elements, the impact on investors;

That, since the aforementioned has not been evidenced in the present case, it corresponds that the fine imposed on the ISSUER be reduced, in application of the last paragraph of Article 25 of the SANCTIONS REGULATION, which provides that, when from the evaluation of the sanction criteria, it is determined that there is no proportionality between the sanction to be imposed and the facts attributed, by exception and through a duly substantiated resolution, a sanction corresponding to a classification lower than that provided can be imposed;

That, regarding the sanction criterion referred to the gravity of the damage to the public interest and/or protected legal good, in this specific case, since it is about the failure to communicate a material fact, this office considers that the referred damage was generated, since the non-presentation of a material fact affects per se the transparency of the market, considered the protected legal good; and,

Being in accordance with what is provided in paragraph 26 of Article 12 of the Regulation on Organization and Functions, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:
Article 1.- Declare partially founded the appeal filed by Aenza S.A.A. against Superintendent Resolution No. 003-2025-SMV/11, for the reasons exposed in the considering part of this resolution.

Article 2.- Grade the fine imposed in Article 4 of Superintendent Resolution No. 003-2025-SMV/11, for the commission of the infringement indicated in Article 3 of the aforementioned resolution, referred to the non-presentation of the final result of the arbitral process between the Peruvian State and the Chavimochic Concessionaire Company, from 25 UIT 17 equivalent to S/115,000.00 (One Hundred Fifteen Thousand and 00/100 Soles) to 10 UIT equivalent to S/ 46,000.00 (Forty-Six Thousand and 00/100 Soles).

Article 3.- Declare the administrative route exhausted.

Article 4.- Notify this resolution to Aenza S.A.A.

17 Supreme Decree No. 398-2021-EF set the UIT for the 2022 fiscal year at S/ 4,600.00.

PERU Ministry of Economy and Finance

Article 5.- Order the dissemination of this resolution on the Institutional Page of the Securities Market Superintendence on the Unified Digital Platform of the Peruvian State (www.gob.pe/smv).

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market

Lineage