Superintendent Resolution No. 085-2025-SMV/02

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Superintendent Resolution No. 085-2025-SMV/02 Lima, July 22, 2025 The Superintendent of the Securities Market SEEN:
The file No. 2023043611 which contains, among others, the appeal filed by Michell y Cía S.A. (hereinafter, MICHELL) against the Adjunct Superintendent Resolution SMV No. 036-2024-SMV/11 of June 26, 2024 (hereinafter, the SANCTION RESOLUTION), Report No. 1011-2025-SMV/06 issued by the Legal Advisory Office, the additional written submission and after hearing the oral report from
part of MICHELL's representatives;
CONSIDERING:
That, through the Resolution, notified on July 3, 2024, the Adjunct Superintendency of Market Conduct Supervision (SASCM) resolved to sanction MICHELL with two fines of twenty-five (25) Tax Units Tributary (UIT), equivalent to S/ 123,750.00 (One Hundred Twenty Three Thousand Seven Hundred Fifty and 00/100 Soles) each for having incurred two (02) infractions of a serious nature typified in item 2.10 1 , numeral 2 of Annex I of the Regulation of Sanctions, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTION REGULATION), for failing to comply with presenting, within the established deadline: (i) the Audited Individual Annual Financial Statements for the 2022 exercise; and, (ii) the Annual Report for the 2022 exercise; That, on July 22, 2024, MICHELL filed an appeal against the SANCTION RESOLUTION in order to have its nullity declared and also requested the use of the floor to expose its arguments; That, through Memorandum No. 3032-2024-SMV/11 of July 22, 2024, the SASCM elevated the aforementioned appeal to the office of the Superintendent of the Securities Market for its respective evaluation and resolution; That, on August 14, 2024, MICHELL presents to the SMV its Audited Individual Annual Financial Statements and Annual Report for the exercise 2022;

1 ANNEX I
Of General Infractions
They are common infractions to Participants and liquidators, as appropriate:
(…)
2.- Serious
(…)
2.10 Not to communicate important facts or not to present individual or consolidated audited financial information,
the individual or consolidated interim financial statements, management report or special audit report and annual reports.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, on August 19, 2024, MICHELL presented an additional document to its appeal indicating, fundamentally, that the Mandatory Annual Shareholders' Meeting, held on August 14, 2024, approved its Audited Individual Annual Financial Statements Annual and Annual Report, both corresponding to the 2022 exercise; That, through Letter No. 3778-2025-SMV/14 it was granted to MICHELL the use of the floor, which took place on July 14, 2025; I ARGUMENTS OF THE APPEAL AND USE OF THE FLOOR That, through its appeal, MICHELL has requested that the SANCTION RESOLUTION be declared null based on the following arguments:
1.1 Lack of motivation
That, MICHELL alleges that in the RESOLUTION, the SASCM has evaluated MICHELL's arguments for exemption from liability under the assumption of "fortuitous event"; however, in its defenses, said issuer invoked the assumption of "fact determined by a third party"; That, MICHELL maintains that both the national legal order and doctrine have distinguished between both assumptions, to this effect cites article 260, item 2 2 , of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019- JUS (hereinafter, TUO LPAG), regulated in article 238 of the General Administrative Procedure Law, Law No. 27444, hereinafter LPAG and article 1972 3 of the Civil Code; That, it adds, MICHELL that by having analyzed a different exemption from liability than the one invoked, a deviation has been generated in the procedural debate, therefore the analysis of the applicable legal framework has been altered and the evaluation of the arguments presented has been omitted, which violates the constitutional right to obtain a duly motivated resolution 4 ;

2 Article 260.- General Provisions
260.2 (…) when the damage was the consequence of fortuitous event or force majeure of fact determined by the
affected administrator or by a third party.
3 Article 1972.- Irresponsibility for fortuitous event or force majeure (….) is not obliged to repair when the damage was the consequence of fortuitous event or force majeure, of fact determined by a third party or by the imprudence of the person suffering the damage. 4 In this sense, it holds that in the SANCTION RESOLUTION what the Constitutional Tribunal defines as a substantially incongruent motivation in file No. 00712-2018- PA/TC would have occurred.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, additionally, MICHELL mentions that numerals 6.1 and 6.3 of article 6 5 of the LPAG establish the obligation of the public administration to motivate its decisions concretely, the same which implies a concrete and direct relationship between the facts and the exposition of reasons juridical and normative; That, MICHELL points out that for doctrine, the act determined by a third party will imply the causal rupture as long as “that which seemed to be the causer, is not so, but rather another who contributed with the adequate cause” 6 ; That, taking into account what has been stated, MICHELL considers that the facts subject matter of the administrative sanctioning procedure, (hereinafter PAS), can be subsumed in the exemption from liability for fact determined by a third party, since they meet the conditions of:
(i) Extraordinary: The cause that led to the non-presentation of the audited individual annual financial statements corresponding to 2022 and its respective annual report was the sudden, arbitrary and unjustified resolution of the service contract by Tanaka, Valdivia & Associates S.C.R.L. (hereinafter, EY); (ii) Unforeseeable: The resolution of the contract was a situation that could not be foreseen by MICHELL; even more so when, prior to the signing of the contract with EY, a questionnaire of possible conflict of interest was carried out, which was not subject to observation by the mentioned audit firm. (iii) Irresistible: MICHELL does not have the power to compel EY to continue with the audit service contract. Likewise, said issuer does not have the expertise to prepare on its own the mentioned financial information. Although, subsequently, the Gaveglio, Aparicio and Associates Audit Firm was contracted (hereinafter, PwC); as of the date of the appeal they have not yet concluded their work due to the complexity of the analysis. That, for the foregoing, MICHELL requests that the SANCTION RESOLUTION be declared null, as it is vitiated by defects of validity, specifically regarding motivation, mentioning to this effect the numerals 1 and 2 of article 10 and numeral 4 of article 3, as well as numeral 1.2 of
article IV of the Preliminary Title of the LPAG;
1.2 Of the principle of culpability
That, MICHELL manifests that the non-presentation of its audited individual annual financial statements corresponding to the exercise 2022 and its respective annual report was due to a situation outside its will (conclusion of the contract by EY), whose origin of the cause is not imputable to it. In that sense, it considers that it does not correspond to attribute administrative responsibility for such non-compliance and, therefore, the SANCTION RESOLUTION violates the principle of culpability; That, it adds that according to doctrine, culpability leads to a judgment on the factual legal situations in which the intent of the subject (subjective liability) is proven, the consciousness of unlawfulness or of the determined action of the subject, specifying regarding intent, that the public administration has the duty to demonstrate the dolus or culpa in the commission of the administrative infraction; however, in the present case, it alleges that no culpable or intentional action was executed that led to the resolution of the contract with EY; therefore, it considers that it does not correspond to impute to it the commission of the infraction; That, for the foregoing, MICHELL requests that the SANCTION RESOLUTION be declared null;
1.3 Of the principles of reasonableness and proportionality
That, MICHELL argues that doctrine has exposed that the excess of punishment is an administrative vice that can cause that the act administrative be declared null, as long as the punitive objective of the sanction ceases to be such and becomes an unreasonable confiscation; That, in that sense, it points out that alleging that each action or omission contained in the infraction type constitutes an infraction by itself, imposing a specific sanction for each act violates the principles of reasonableness and proportionality; That, it manifests that, in the supposed negated that it does not shield its argument that an exemption from liability for fact determined by a third party has been configured, it must be taken into account that, in the present case, it is attempting to impose a double sanction on MICHELL instead of grading the non-compliances through the criterion circumstances of the infraction. In that sense, at imposing a double administrative sanction for a single infraction type, generates that it moves away from a just and proportional action by the public administration, contravening the public purposes established in the law, therefore it considers that the SANCTION RESOLUTION becomes null;
1.4 Of the use of the floor
That, MICHELL, in the audience on the use of the floor held on July 14, 2025, reiterated the arguments of its appeal and additionally, manifested that the untimely presentation of the financial information and annual report corresponding to the year 2022 was a fortuitous event. Likewise, it points out that in file No. 2024038005, referred to a PAS initiated against said company for not having presented the audited individual annual financial statements for the exercise 2023 and the annual report of 2023, it requested the accumulation of that procedure with the one that is analyzed in the present file, which was denied in first instance. Nevertheless, it reiterates its request for accumulation of both PAS since in its criteria we find ourselves before a continued infraction and everything must be analyzed as a whole;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 5 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml II EVALUATION OF MICHELL'S ARGUMENTS
2.1 Formal requirements of the appeal
That, from the evaluation carried out it must be noted that the appeal filed meets the requirements established in articles 113 7 , 207 8 , 209 9 and 211 10 of the LPAG, since it was filed within the term of fifteen (15) business days counted from the notification of the SANCTION RESOLUTION, it is founded on matters of pure law and meets the other requirements established by the regulation; 7 “Article 113.- Requirements of the writings Every writing that is presented before any entity must contain the following:

1. Full names and surnames, address and number of National Identity Document or foreigner's ID card of the administrator, and if applicable, the quality of representative and of the person whom he represents.
2. The concrete expression of what is requested, the grounds of fact that support it and, when possible,
   the grounds of law.
3. Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
4. The indication of the organ, the entity or the authority to which it is addressed, understanding by such, in the
   possible, the authority of degree closest to the user, according to the hierarchy, with competence to know it and resolve it.
5. The address of the place where you wish to receive notifications of the procedure, when it is different
   from the real address exposed by virtue of numeral 1. This designation of address produces its effects from its indication and is presumed subsistent, while it is not expressly communicated its change. Likewise, the email or, if applicable, the electronic mailbox, pursuant to article 20 of this law.
6. The list of documents and attachments attached, indicated in the TUPA.
7. The identification of the matter file, in the case of already initiated procedures.”
   8 “Article 207. Administrative resources
   207.1 The administrative resources are:
   a) Recourse of reconsideration b) Recourse of appeal Only in the case that by law or legislative decree it is expressly established, the filing of the administrative resource of review is admissible.
   207.2 The term for the filing of the resources is fifteen (15) peremptory days, and they must be resolved
   within thirty (30) days, with the exception of the recourse of reconsideration which is resolved within the term of fifteen (15) days. Exceptionally, in the administrative procedures of single instance of competence of the governing councils of the regulatory bodies, the recourse of reconsideration is resolved within thirty (30) days.” 9 “Article 209.- Recourse of appeal The recourse of appeal shall be filed when the challenge is based on a different interpretation of the evidence produced or when it concerns matters of pure law, being directed to the same authority that issued the act that is challenged to elevate the proceedings to the hierarchical superior.” 10 “Article 211.- Requirements of the recourse The writing of the recourse shall indicate the act from which the recourse is made and shall meet the other requirements provided in article 113 of this Law.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 6 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 of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, with respect to what alleged by MICHELL in its resource of appeal regarding that in the SANCTION RESOLUTION, the SASCM has evaluated the arguments of exemption from liability under the assumption of “fortuitous event”; however, that in its defenses, it invoked “fact determined by a third party”, it is necessary to identify if the assumption of “fact determining of a third party” is dissimilar to that of “fortuitous event”, in order to determine if a vice would have been generated in the act administrative and, consequently, the nullity of the SANCTION RESOLUTION should be declared;

11“Article 236-A.- Exemptions and mitigating factors of liability for infractions 1.- The following constitute conditions exempting liability for infractions:
a) Fortuitous event or force majeure duly proven.”
12 “Article 27.- Exemptions from liability for infractions The following constitute conditions exempting administrative liability:
a) Fortuitous event, force majeure or another exceptional situation that, in the opinion of the SMV, was comparable to fortuitous event or force majeure duly proven.”
13 The supplementary application of the Civil Code is established in article IX of the same code:
“Article IX.- The provisions of the Civil Code apply supplementarily to relations and situations juridical regulated by other laws, provided they are not incompatible with their nature.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 7 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, as stated, the qualification of the facts alleged by MICHELL as fortuitous event or force majeure does not per se constitute a nullity of the SANCTION RESOLUTION, insofar as, in both cases, the elements established in Article 1315 of the Civil Code are analyzed;

That, in this sense, the elements are analyzed below to determine if the necessary conditions exist for the application of the exemption from administrative liability for fortuitous event, force majeure, or other exceptional situation that, in the opinion of the SMV, is equivalent to fortuitous event or force majeure, duly proven as indicated in letter a) of Article 27 of the SANCTIONS REGULATION;

That, regarding the extraordinary nature of the fact, it can be argued that this condition is met, since it is not usual for an auditing firm to resolve the service provision contract during the audit process;

That, regarding unforeseeability, it must be considered that to the extent that contracts contemplate clauses for their resolution, it can be validly argued that it falls within normal expectations that in the case of a service provision contract entered into with an auditing firm, the latter may request that the referred contract be resolved according to the stipulations established, so that in the case analyzed, the requirement of unforeseeability is not met;

That, regarding irresistibility, it is noted that the termination of the audit services contract by EY obliged MICHELL to designate PwC, as communicated as a material fact on January 10, 2023, so although reasonable measures would have been taken to prevent the damage from prolonging in time, by hiring PwC; however, it was not diligent in taking adequate measures for PwC to perform the audit of the financial information within a prudent timeframe, as the information was presented approximately one (1) year and seven (7) months after being contracted;

That, for the above reasons, considering that in the case analyzed it has not been proven that the three elements mentioned occur so that it can be sustained that we are facing a fortuitous event or force majeure, it is concluded that the cause for exemption of liability mentioned in letter a) of Article 27 of the SANCTIONS REGULATION has not been configured;

That, likewise, from the review of considerations 18 to 24 of the SANCTION RESOLUTION, it emerges that the referred resolution is not included in the cause of nullity referred to in numerals 1 and 2 of Article 10 14 of the LPAG, since it does not contravene the Constitution or any norm and has been duly motivated;

14
“Article 10.- Causes of nullity
The vices of the administrative act, which cause its full right nullity, are the following:

1. The contravention to the Constitution, to the laws or to the regulatory norms.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 8 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

2. The defect or omission of any of its validity requirements, unless one of the scenarios of conservation of the act referred to in Article 14 occurs.
3. The express acts or those resulting from automatic approval or positive administrative silence, by which faculties or rights are acquired, when they are contrary to the legal system, or when the essential requirements, documentation or procedures for their acquisition are not met.
4. Administrative acts that are constitutive of a criminal offense, or that are issued as a consequence of the same.”
15
“Article IV.- Principles of administrative procedure
1. The administrative procedure is fundamentally based on the following principles, without prejudice to the validity of other general principles of Administrative Law:
1.2. Principle of due process.- The regulated parties enjoy all the rights and guarantees inherent to the administrative due process, which includes the right to present arguments, to offer and produce evidence, and to obtain a motivated and legally founded decision. The institution of administrative due process is governed by the principles of Administrative Law. The specific regulation of Civil Procedural Law is applicable only insofar as it is compatible with the administrative regime.”

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 9 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, likewise, it must be mentioned that in the case analyzed, the principle of due procedure provided for in numeral 1.2 15 of Article IV of the Preliminary Title of the Civil Code is met, since it is a PAS in which the regulated party has been granted all the rights and guarantees inherent to due procedure, having issued a motivated and legally founded decision;

That, on the other hand, it must be highlighted that the prolonged time that has existed since the designation of PwC and the presentation of the audited annual individual financial statements of the year 2022 cannot be overlooked;

That, in effect, from the designation communicated as a material fact on January 10, 2023, to the communication as a material fact on August 14, 2024, regarding the presentation of the audited annual individual financial statements of the year 2022, approximately one (1) year and seven (7) months elapsed;

That, for the purpose of determining that the time elapsed until the presentation of the audited annual individual financial statements lacks reasonableness, it must be kept in mind that the current text of Article 38 of the Financial Information Regulation, approved by Resolution No. 103-99-EF/94.10, at the time the facts occurred, stated the following:

Article 38.- Deadline for the designation of Auditors
Companies obliged to present audited financial information must communicate, as a material fact, the designation of their independent auditors no later than June 30 of each year. Likewise, they must communicate as a material fact the date on which the audit work will begin.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 10 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 the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, the cited regulation does not establish a deadline for the start of audit work. However, the Standards on preparation and presentation of Financial Statements and Annual Report by entities supervised by the Securities Market Superintendence, approved by SMV Resolution No. 016-2015-SMV/01, in force at the time the facts occurred, establish March 31 of each year as the maximum date for the presentation of annual audited information. Consequently, it is concluded that the SMV's regulations contemplate a period of nine (9) months from the designation of auditors for the presentation of financial information;

That, likewise, reference can be made to the regulations of the Banking, Insurance and AFP Superintendence (hereinafter, SBS), which establishes that the designation of auditors must be made no later than June 30 of each year, as established in Article 18 16 of the External Audit Regulation, approved by SBS Resolution No. 17026 -2010;

That, in that sense, Article 4 17 of the aforementioned regulation establishes that audit examinations must begin no later than ninety (90) days before the closing of the fiscal year and Article 22 of the referred regulation establishes that the audited annual individual financial statements must be presented no later than the last business day of February of the year following the audited exercise, so that SBS entities have a maximum period of eight (8) months from the designation of auditors until the presentation of the statements;

That, in the present case, it must be mentioned that even considering January 10, 2023, as the initial date, the deadline for the elaboration and presentation of the audited annual individual financial statements has been exceeded by a wide margin, and it must be highlighted that MICHELL has not expressed the reasons supporting such delay, other than stating that its case involves complexity regarding the audit work;

2.3 On the principle of culpability
That, regarding what was manifested by MICHELL that the application of the principle of culpability established in numeral 10 of Article 230 18 of the LPAG has not been taken into account, it must be noted that although in the present case, due to the termination of the contract by EY, MICHELL hired PwC to prepare the audit opinion, that is, MICHELL demonstrated diligence at the time of hiring PwC; however, the diligence shown cannot be considered sufficient insofar as the audited annual individual financial statements of the year 2022 were presented on August 14, 2024, without any reason for that delay. Consequently, it cannot be sustained that the proof of diligence by MICHELL has been satisfactory, since the diligence to ensure the presentation of the audited annual individual financial statements within a reasonable time has not been accredited;

2.4 On the principles of reasonableness and proportionality
That, as to what MICHELL sustained, that the sanction is confiscatory, since it would be imposing a double sanction for the same type of infraction, by sanctioning for the failure to present audited annual individual financial statements and the annual report, it must be noted that these are two (2) independent infractions, one referring to the presentation of financial information, which comprises the audited annual individual financial statements of a company at a specific date, and the other to the annual report which consists of a report containing all activities carried out by a company during a year, so that since they are two (2) documents of different nature and of great importance to the market, it is justified that the failure to present them be typified separately;

2.5 On the Use of the Word
That, in relation to what was manifested by MICHELL, in the hearing on the use of the word, regarding that the present PAS should be accumulated with the one being processed in file No. 2024038005, under the argument that we are facing a continuous infraction, it corresponds to clarify that Article 149 of the LPAG provides:

“Article 149.- The authority responsible for the instruction, on its own initiative or at the request of the regulated parties, disposes through an unappealable resolution the accumulation of procedures in progress that have connection”19;

That, likewise, letter c) of Article 16 20 of the SANCTIONS REGULATION, establishes that the General Inspectorates of Compliance can accumulate sanctioning procedures in progress, provided they have connection and are in the same procedural state;

That, according to the cited regulations, the accumulation of procedures can only be carried out during the instruction phase, when the procedures are in the same procedural state, so that since in the case analyzed we are in the recursive stage, since the appeal filed is being analyzed, it is not possible to carry out the requested accumulation at this moment;

That, it should be noted that during the defense stage, MICHELL requested the accumulation of the PAS contained in the present file and in file 2024038005, a request that was denied by the instructing body (General Inspectorate of Conduct Compliance), on the grounds that the PAS were not in the same procedural state, since in the present file the first instance resolution had been issued, and MICHELL had filed an appeal, and in the PAS referred to in file 2024038005 it was in the sanctioning phase in charge of the Adjunct Superintendence of Market Conduct Supervision;

That, since MICHELL has stated as an argument that in the case analyzed it is a continuous infraction, it is necessary to establish the definitions of continuous and instantaneous infractions with permanent effects;

That, as to the continuous infraction, Professor Baca Oneto 21, develops the following definition: “It is a scenario imported from Criminal Law, where different behaviors are carried out, each of which constitutes an infraction separately, but which are considered as a single infraction, provided that they form part of a unitary process.(…);”. (Underlining added);

That, on the other hand, regarding instantaneous infractions with permanent effects, jurist Baca Oneto 22 states: “In these cases, the infraction produces a state of things contrary to the legal system, which is maintained. It is the case, for example, of the installation of fences on the public road contrary to what is provided by a municipal ordinance or construction without a license. In these cases, although the effects of the infringing conduct are lasting and remain in time, its consummation is instantaneous, so that it is from this moment that the prescription period of the infraction must be counted.”;

That, taking into account what has been stated, it must be clarified that in the case analyzed we are not facing a continuous infraction, since each of the sanctioning procedures refers to different fiscal exercises, and their respective presentation deadlines are also different. Therefore, it does not correspond to treat these infractions as a single continuous infraction;

That, in reality, the omission in the presentation of the audited annual financial statements and the annual report correspond to instantaneous infractions with permanent effects, which remain in force as long as the offender does not comply with their obligation, ceasing their effects when the offender regularizes the situation, so that in the case analyzed, regardless of the sanction imposed through the SANCTION RESOLUTION, with the presentation of the audited annual individual financial statements of the 2022 exercise and the 2022 annual report on August 14, 2024, the effects of the referred infractions have ceased;

That, for the aforementioned reasons, the arguments formulated by MICHELL do not disprove the foundations of the SANCTION RESOLUTION and it is not appropriate to support its request for nullity of the SANCTION RESOLUTION; and,

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

RESOLVES:

Article 1°.- Declare unfounded the appeal filed by Michell y Cía S.A. against the Adjunct Superintendent Resolution SMV No. 036-2024-SMV/11.

Article 2°.- Consider the administrative route exhausted.

Article 3°.- Transmit this resolution to Michell y Cía S.A.

Article 4°.- Order the publication of this resolution on the Institutional Page of the Securities Market Superintendence on the Unique Digital Platform of the Peruvian State (www.gob.pe/smv).

Register, communicate and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market