Superintendent Resolution No. 087-2025-SMV/02

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. 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. 087-2025-SMV/02 Lima, July 25, 2025 The Superintendent of the Securities Market SEEN:
The File No. 2024025851 which contains, among others, the appeal filed by Aenza S.A.A. (hereinafter, the ISSUER) against the Adjunct Superintendent Resolution SMV No. 015-2025-SMV/11 (hereinafter, the RESOLUTION), Report No. 1018-2025-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 February 17, 2025, the Adjunct Superintendence of Market Conducts (hereinafter, SASCM), resolved as follows:
(i) Declare that the ISSUER committed one (01) serious infringement 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 having presented as a material event the initiation of the administrative sanctioning procedure against it (hereinafter, PAS HI) disposed of via Office No. 1416-2024-SMV/11.2 dated April 12, 2024 (hereinafter, OFFICE OF CHARGES).

(ii) Sanction the ISSUER with a total fine of 10 UIT equivalent to S/ 51,500.00 (Fifty-One Thousand Five Hundred and 00/100 Soles).
(iii) Dictate as a corrective measure that the ISSUER comply with the obligation to communicate as a material event the initiation of the PAS HI, within the term of thirty (30) business days counted from the day following the notification of the RESOLUTION.
(iv) Order that the General Intendancy of Conduct Supervision (IGSC) verify compliance with the corrective measure and report to the competent body of the Securities Market Superintendence – SMV, regarding said compliance.
That, through a written submission presented on March 10, 2025, the ISSUER filed an appeal against the RESOLUTION, in which it also requested that it be granted the right to speak before this office; That, through Superintendent Resolution No. 028- 2025-SMV/02 dated March 12, 2025, the present administrative sanctioning procedure was qualified as high complexity;

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. 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, through Office No. 3660-2025-SMV/14 dated July 04, 2025, the right to speak was granted to the ISSUER, taking place on July 11, 2025; That, through a written submission dated July 14, 2025, the ISSUER submitted the presentation used during its oral report; That, through Report No. 1018-2025-SMV/06 (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 use of the word and its additional written submission;
I. ARGUMENTS OF THE ISSUER
That, below, the arguments raised by the ISSUER are summarized:
That, regarding the fact that the initiation of the PAS HI would not qualify as a material event, the ISSUER points out that under the theory of the SASCM, it would be obliged to communicate the initiation of all administrative sanctioning procedures (PAS) for non-compliance with material event rules, without performing any analysis, so that, every PAS of that nature would have a significant impact, and it would not be possible to analyze the conditions and requirements established in articles 3 1 and 4 2 of the Regulation of Material Events and Reserved Information (hereinafter, MATERIAL EVENTS REGULATION), which determine that an event qualifies as a material event, and this would violate all principles that apply to the regulation of disclosure of material events; That, the ISSUER indicates that the applicable regulation in no case establishes that any PAS regarding non-compliance with material event norms must be reported as a material event; That, it refers that according to article 30 3 of the Single Consolidated Text of the Securities Market Law – Legislative Decree 861, approved by Supreme Decree No. 020-2023-EF (hereinafter, LMV) and article 3 of the MATERIAL EVENTS REGULATION, every issuer with securities registered in the Public Registry of the Securities Market

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“Article 3.- Definition of material event
A material event 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.”
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“Article 4.- Criteria to determine the capacity for significant influence of information To evaluate the capacity for significant influence of information and its possible qualification as a material event, 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.” 3 “Article 30.- Material Events.- The registration of a certain value or issuance program entails for its issuer the obligation to inform the SMV and, where appropriate, the respective stock exchange or entity responsible for conducting the centralized mechanism, of material events, including ongoing negotiations, about itself, the value and the offer made thereof, as well as to disclose such events truthfully, sufficiently and timely. The information must be provided to these institutions and disclosed as soon as the event occurs or the issuer becomes aware of it, as the case may be. The importance of an event is measured by the influence it may exert on a reasonable investor to modify their decision to invest or not in the security.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml (RPMV) is obliged to report as a material event any “act, decision, agreement, fact, ongoing negotiation or information referred to the Issuer, to the securities thereof or to its businesses that have the capacity to significantly influence in: (i) the decision of a reasonable investor to buy, sell or hold a security; or, (ii) the liquidity, price or quotation of the issued securities”; That, it adds that as indicated in numeral 5.1 of
article 5 of the MATERIAL EVENTS REGULATION, Annex 1 of the same norm includes an enumerative list of facts, acts, agreements and decisions, whose purpose is to facilitate the identification, qualification and classification of information that could qualify as a material event, among which, in its numeral 33, is found the “Initiation and final result of judicial or arbitral processes and administrative procedures that may affect the assets or businesses and activities of the Issuer”; and that, additionally, numeral 5.2 4 of the same article specifies that the cases in Annex 1 shall be communicated as material events when they have the capacity to significantly influence, as defined in articles 3 and 4, previously indicated;
That, the ISSUER indicates that the initiation of PAS HI does not fit in the second paragraph of said numeral 5.2, since there is no legal obligation to communicate them, therefore, it must be analyzed case by case, considering the criteria of articles 3 and 4 of the MATERIAL EVENTS REGULATION, to determine if the fact in Annex 1 has the capacity to significantly influence; That, accordingly, it considers that what is affirmed in the RESOLUTION is contrary to the Principle of Legality 5 , according to which authorities must act with respect to the Constitution, the Law and the law, within the powers attributed to them; That, the ISSUER clarifies that the fact that the corresponding materiality analysis is not performed to determine if the information to be communicated qualifies as a material event, constitutes a breach of the obligation provided in the MATERIAL EVENTS REGULATION, specifically in numeral 6.1 of article 6, which refers that the issuer has the responsibility to “Ensure that the information it communicates has the capacity to significantly influence, as defined in articles 3 and 4, and that it is truthful, clear, sufficient and timely, (…)”; That, the ISSUER points out that the initiation of the PAS HI does not respond to the case recorded in numeral 33 of Annex 1 of the MATERIAL EVENTS REGULATION, since the initiation of a PAS referring to failure to communicate material events, could not affect its assets or businesses and activities, given that the potential result of the PAS HI would not be material for the ISSUER; That, the ISSUER clarifies that its assets would not be affected because as of the end of March 2024 they amounted to S/ 1,251,495,000.00,

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“(…)
5.2. The cases in the Annex shall be communicated as material events when they have the capacity to significantly influence as defined in articles 3 and 4. If any act, decision, agreement, fact or ongoing negotiation is not included in said Annex does not necessarily imply that it does not qualify as a material event, and must be communicated as such if it complies with what is stated in the cited articles.
What is stated in this numeral does not apply to specific cases contained in current regulations approved by the SMV that qualify certain cases as material events” 5 LPAG: Article IV. Principles of the 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:
1.1. Principle of legality.- Administrative authorities must act with respect for the Constitution, the law and the law, within the powers attributed to them and in accordance with the purposes for which they were conferred.”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml while the range of fine for each infringement imputed in the PAS HI was between 25 and 50 UIT. It adds that through Adjunct Superintendent Resolution No. 003-2025- SMV/11 issued in the PAS HI, it was sanctioned with a total of 95 UIT, that is, S/ 423,000.00 (Four hundred twenty-three thousand and 00/100 Soles), two (02) charges having been archived, which is under appeal regarding the extent that sanctions it with S/ 115,000.00 (One hundred fifteen thousand and 00/100 Soles) for one of the charges imputed. With this, the ISSUER considers that there is no real or concrete evidence of any significant impact on its assets and that the RESOLUTION has not proven the contrary; That, it states that the initiation of the PAS HI also did not have the capacity to affect the realization of its regular activities, nor did it affect its businesses, considering that it has been sanctioned based on conjectures and assumptions, and not based on duly proven facts; That, it considers that the RESOLUTION violates the Principle of Material Truth, provided for in numeral 1.11 of article IV of the Preliminary Title of the LPAG, according to which the administrative authority “must fully verify the facts that serve as the motive for decisions, for which it must adopt all probatory measures necessary authorized by law (…)”; That, the ISSUER refers that the authority is obligated to prove the material truth of the facts relating to the interest, obligation or right of a particular person, that is, it must verify, through all probatory measures authorized by law, the facts that support its actions, especially for the imposition of a sanction, thus the ISSUER considers that the SASCM has made mere assertions not contrasted with reality and based on them it has improperly sanctioned; That, regarding the materiality analysis the ISSUER points out that for certain information to qualify as a material event, it is not enough that there is some quantitative or qualitative aspect, but that it determines that the information has the capacity to significantly influence the price, liquidity or quotation of the securities; That, regarding the quantitative analysis, the ISSUER reiterates that it was not material for it since the maximum sanctionable amount at the initiation of the PAS HI represented 0.126% of its assets and that the fine imposed by the SASCM makes it more evident that the initiation of the PAS HI did not have the capacity for influence mentioned above; That, regarding the qualitative aspect of the materiality analysis, the ISSUER points out that (i) the RESOLUTION does
not support said analysis, (ii) the SASCM cannot assume as a fact that the ISSUER committed the seven (07) infringements imputed in the PAS HI, to support its analysis (ii) considered that it had necessary arguments to present its defenses and it was a legal strategy to yield to four (04) of the seven (07) imputations, and two (02) charges were archived, and one (01) of the charges is under appeal, given that the MATERIAL EVENTS REGULATION also considers the reasonable expectations of the issuer to obtain favorable results in the PAS and they were not infringements connected to each other; and, (iii) it considers that consideration 38 6 of the RESOLUTION lacks foundation;

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“38. That, it should be noted that, according to numeral 33 of Annex 1 of the Regulation of Material Events, the initiation of administrative procedures that may affect the businesses and activity of the issuer qualifies as a material event. Regarding this, it is important to note that this material event by its wording “may” has a conditional or potential element, and not necessarily of result, so its publicity is important, since we are facing a situation that can be taken as contingent or that possibly will happen, which is why it is not necessarily required to admit it as a unique element that must be material or quantitative for the obligation to arise”

PERU Ministry of Economy and Finance

SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 5 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. 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, in addition, the ISSUER clarifies that the materiality analysis includes, both quantitative and qualitative criteria to determine if the information has the capacity to significantly influence; That, it adds that the term “may” used in numeral 33 of Annex I, influences the need to evaluate the significant influence that the fact might have, and not, that it is not required to perform the materiality analysis; That, the principle of informalism, collected in numeral 1.6 of article IV of the Preliminary Title of the LPAG, refers “The procedural norms must be interpreted in the most favorable way to the admission and final decision of the claims of the regulated parties”, and regarding this, the ISSUER points out that the RESOLUTION would be doing exactly the opposite by performing an interpretation of the norm that is unfavorable to its legitimate interests and rights in the administrative procedure, taking into account that numeral 10 of article 66 7 of the LPAG, contemplates that the regulated parties have the right “to have the actions of the entities that affect them carried out in the least burdensome manner possible.”; That, regarding the violation of the principle of predictability or legitimate trust, the ISSUER points out that its purpose is to generate confidence in the actions of the public administration and ensure that the regulated parties can reasonably foresee the effects of their acts and those of the administration, therefore, there must be a clear relationship between administrative acts, current legislation and administrative precedents; That, the ISSUER indicates that the PAS referred to the non-compliance with the norms on material events are common and recurrent, and that in the last three (03) years, it has identified at least thirty-five (35) PAS, of which only the initiation of the PAS has been communicated as material events in specific cases, there being no precedent of sanction for such case to date; That, it reiterates that according to the regulation on material events, issuers must perform a materiality analysis to determine if an event has the capacity to significantly influence; That, the ISSUER adds that the fact that it has informed in other cases the initiation of PAS, actually evidences compliance with the regulation by its part, carrying out the corresponding materiality analysis; That, in addition it indicates that, in the RESOLUTION it has not been sustained why the historical data show that the SMV does not regularly initiate PAS on the same situation that is imputed to it, and regarding the two
examples referred to in the RESOLUTION, about the communication of the initiation of PAS relative to material events, that were indeed communicated by the ISSUER 8 , it refers that at that time they were evaluated and it considered it pertinent to communicate them as a material event;

that it is not necessarily required to admit it as a unique element that must be material or quantitative for the obligation to arise” 7 The ISSUER refers in its appeal written submission article 66 of the LPAG, however, upon review of the norm it is appreciated that what it would refer to is article 66 of the Single Consolidated Text of the General Administrative Procedure Law – Law 27444, approved by Supreme Decree No. 004-2019-JUS, whose correlative in the LPAG is article 55. 8 File No. 2022026008, in which the administrative sanctioning procedure was processed by which the ISSUER is sanctioned regarding 11 minor infringements, for not having communicated material events in a timely manner, whose initiation was informed as a material event on June 24, 2022; File No. 2023007335, in which the procedure was processed

PERU 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" 6 Electronic document digitally signed 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, the ISSUER states that, in its opinion, this PAS departs from the general and reasonably foreseeable criterion, thereby violating the principle of impartiality, set forth in item 1.5 of Article IV of the Preliminary Title of the LPAG, which states that “Administrative authorities act without any kind of discrimination among those subject to administration, granting them equal treatment and protection before the procedure, resolving in accordance with the legal order and with attention to the general interest.” This is because it would be sanctioning the ISSUER for conduct that, according to the administrative background of the SMV and reasonable expectation, has not been subject to sanction with respect to other subjects, which would constitute differentiated treatment with respect to the present PAS;

That, additionally, the ISSUER points out that it must be taken into account that it is the parent company of the AENZA Corporation, which is composed of this entity and its subsidiaries, and whose main activity is holding investments in the different companies of said corporation; and therefore, the fact that it communicates information that is not material to this entity as a significant event – such as the start of any PAS – generates confusion in the market, as it could be considered that such information actually impacts its corporation when it does not;

That, regarding this matter, the ISSUER indicates that the regulation of significant events is based on a concept of materiality defined as significant influence on the decisions of a reasonable investor or on the price, liquidity, or quotation of securities, and therefore, the start of the PAS does not meet the materiality criteria and therefore does not qualify as a significant event;

That, regarding sanctioning criteria, concerning “Economic damage caused and its repercussion in the market”, the ISSUER specifies that it has not been evidenced that there was concrete economic damage caused to any investor or other market participant, and that, regarding this, the Resolution only states that “if there is damage that affects the market”, without including support;

That, likewise, the ISSUER indicates that in consideration 48 of the Resolution, when analyzing the criterion referred to as “Gravity of the damage to public interest and/or protected legal good”, it states that “although no gravity of a material nature (monetary loss) is evidenced, the issuer’s reputation and the market’s confidence in it (…) could be affected”, that is, the Resolution recognizes that there is no quantifiable economic damage or otherwise (SIC); and that it also does not substantiate how the non-disclosure of the SE regarding the start of the PAS impacted the market, taking into account the analysis of whether there was affectation to investors;

That, the ISSUER refers that in consideration 56 of the RESOLUTION, it is stated that the ISSUER “does not have the status of a repeat offender and nor is it observed that it has incurred in the aggravating factors referred to as accreditation of quantifiable damage, serious repercussion in the market, obtaining illegal benefit or intent in the commission of the offense”;

That, regarding the use of language, the ISSUER points out that the Securities Exchange Commission (SEC) in SEC Staff Accounting Bulletin No. 99 – Materiality, cited by the Resolution, indicates that “(…) Among other factors, the volatility

administrative sanctioning procedure by which the ISSUER is sanctioned regarding 3 minor infractions, for not communicating significant events in a timely manner, the start of which was reported as a significant event on February 27, 2023.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 7 Electronic document digitally signed 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 demonstrated in the price of securities of a registered entity, in response to certain types of information may guide whether investors consider quantitatively small inaccuracies to be material. Considering the possible reaction of the market to the statement about an inaccuracy is, in itself, too imprecise an instrument to rely on when determining if a fact is material; however, when management or the independent auditor foresees (based, for example, on a pattern of market performance) that a known inaccuracy could generate a significant, positive or negative, reaction from the market, such expected reaction must be taken into account when determining if an inaccuracy is material. (…)” (emphasis and unofficial translation by the ISSUER);

That, in its additional considerations, the ISSUER mentions having gone through an internal transformation process that has resulted in a solid company with a large number of independent directors, being in continuous review of its procedures related to the communication of its significant events;

II. EVALUATION
2.1 Formal requirements of the appeal

That, the appeal filed by the ISSUER meets the requirements established in articles 113 9, 207 10, 209 11 and 211 12 of the General Administrative Procedure Law – Law 27444 (hereinafter, LPAG), since it was filed within the term of fifteen (15) business days from notification of the administrative act, it is founded on matters of pure law and meets the other requirements established by the regulation;

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

1. Full names, address and National Identity Document number or foreigner’s ID card of the person subject to administration, and if applicable, the quality of representative and of the person they represent.
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 body, entity or authority to which it is addressed, understood as such, as far as possible, the authority of the closest grade to the user, according to the hierarchy, with competence to hear and resolve it.
5. The address of the place where notifications of the procedure are desired to be received, when it is different from the real domicile exposed pursuant to item 1. This designation of domicile 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 this law.
6. The list of documents and attachments accompanying it, indicated in the TUPA.
7. The identification of the file of the matter, in the case of already initiated procedures.”

10
“Article 207. Administrative resources
207.1 The administrative resources are:
a) Recurso de reconsideración b) Recurso de apelación 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 filing the resources is fifteen (15) peremptory days, and they must be resolved within thirty (30) days except for the recurso de reconsideración which is resolved within fifteen (15) days. Exceptionally, in single-instance administrative procedures under the competence of the governing boards of regulatory bodies, the recurso de reconsideración is resolved within thirty (30) days.”

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“Article 209.- Appeal Resource
The appeal resource shall be filed when the challenge is based on a different interpretation of the produced evidence or when it concerns matters of pure law, and must be directed to the same authority that issued the act being challenged so that it elevates the proceedings to the hierarchical superior.”

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“Article 211.- Requirements of the resource
The writing of the resource must indicate the act from which the appeal is made and will meet the other requirements provided for in article 113 of this Law.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 8 Electronic document digitally signed 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, in the present case, the SASCM resolved to declare that the ISSUER committed an infraction for not presenting as a significant event the start of the PAS SI ordered by the OFFICE OF CHARGES;

That, in the PAS SI, seven (07) charges were attributed to the ISSUER related to the non-presentation of significant events, of which, through the sanctioning resolution of the SASCM, two (02) were archived and five (05) sanctioned. In turn, of these last five (05) charges that were subject to sanction, one (01) of these was appealed by the ISSUER, which is currently resolved, having been declared partially founded 13 and the other four (04) remaining were subject to recognition of responsibility, express and in writing, by the ISSUER, during the term granted to formulate allegations to the instruction report;

That, regarding the fact that the start of the PAS SI would not qualify as a significant event, the ISSUER states that under the theory of the SASCM, it would be obliged to communicate the start of all PAS for non-compliance with significant event rules, without performing an analysis of the conditions and requirements established in articles 3 and 4 of REGULATION SI, which determine that an event qualifies as a significant event, which would violate all principles that apply to the regulation of disclosure of significant events;

That, item 5.1 of article 5 14 of REGULATION SI specifies that in Annex 1 of this norm, an enumerative list of facts, acts, agreements and decisions is included, whose purpose is to facilitate issuers in the identification and classification of information that could qualify as a significant event, and within said list, item 33 contemplates as a possible scenario of significant event, the “Start of (…) administrative procedures that may affect the patrimony or businesses and activities of the Issuer”;

That, likewise, in the first item 5.2 of this device, it is established that it is mandatory to communicate any of these scenarios, when they have the capacity to significantly influence as defined in articles 3 and 4 of REGULATION SI, and, in the second paragraph of the same item, it is established that what is stated in its first paragraph is not applicable to specific scenarios contained in current regulation, which qualifies certain scenarios as significant events by default;

13 Procedure processed in File No. 2024015106; regarding which, as of the date of this report, the administrative route has been exhausted with the issuance of Superintendent Resolution No. 072-2025-SMV/02, which resolves the appeal filed by the ISSUER against the Adjacent Superintendent Resolution SMV No. 003-2025-SMV/11, in the aspect referred to not having presented the significant event regarding the final result of the arbitral process between the Peruvian State and the Chavimochiv Concessionaire Company, declaring it partially founded.

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“Article 5.- Information that by its nature may qualify as a significant event
5.1. In the Annex that forms part of this Regulation, an enumerative list of facts, acts, agreements and decisions is included, which aims to facilitate the Issuer in the identification, qualification and classification of information that could qualify as a significant event.
5.2. The scenarios in the Annex must be communicated as significant events when they have the capacity to significantly influence as defined in articles 3 and 4. If any act, decision, agreement, fact or negotiation in progress is not listed in said Annex does not necessarily imply that it does not qualify as a significant event, it must be communicated as such if it complies with what is stated in the cited articles.
What is stated in this item is not applicable to specific scenarios contained in current regulation approved by the SMV that qualifies certain scenarios as significant events.
5.3. In all cases the Issuer must act diligently to communicate its significant events, and in case of doubt about whether information qualifies as a significant event, it must opt to reveal it as such.
Any reference to Annex in this article shall be understood as referring to Annex 1.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 9 Electronic document digitally signed 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, regarding the scenario of item 33 of Annex 1 of REGULATION SI, this office opines that it is not contemplated in the regulation on the matter as a “specific scenario”, however, it must be appreciated that the RESOLUTION does not state that this fact, start of a PAS, is a specific scenario, pursuant to, already referred to, item 5.2 of article 5 of REGULATION SI;

That, additionally, the SASCM, in its consideration 34, when referring to these scenarios –start of a PAS-, and specifically, those involving non-compliance with significant event rules, specifies that these, within the concept of transparency, and from a qualitative perspective, have a significant impact, because they constitute by themselves a parameter or indicator of the behavior of an issuer with respect to the transparency of the securities market, that is, contrary to what is sustained by the ISSUER, there is no explicit affirmation in the RESOLUTION, in which it is sustained that these scenarios per se, qualify as significant events;

That, thus, we consider that the analysis performed by the RESOLUTION regarding PAS that imply non-compliance with rules on significant events is not contrary to the principle of legality, nor to what is established in item 6.1 of article 6 15, in that issuers are responsible for ensuring that the information they communicate has the capacity to significantly influence, pursuant to articles 3 and 4 of REGULATION SI, because as mentioned, the RESOLUTION does not limit the analysis that the ISSUER must perform, but establishes the reasons why it considers that such information has the capacity to significantly influence, in accordance with what is established in the aforementioned regulation;

That, in the RESOLUTION, in the considerations prior to those referred to by the ISSUER (consideration 38), it is indicated that to evaluate if an event has sufficient materiality to constitute a significant event, that is, to weigh its capacity to generate the referred significant influence, both in the decisions of a reasonable investor and the price or liquidity of the securities, quantitative and qualitative elements would have to be taken into account, an affirmation with which this office agrees;

That, on the other hand, the ISSUER states that the start of the PAS SI does not respond to the scenario collected in item 33 of Annex 1 of REGULATION SI, because it could not affect its patrimony or businesses and activities, that because the potential result of the PAS SI would not be material to it, since as of March 2024 its patrimony amounted to S/ 1,251,495,000.00, while the range of fine for each infraction attributed in the PAS SI was 25 to 50 UIT, being effectively sanctioned with a fine of S/ 423,000.00 (Four hundred twenty-three thousand and 00/100 Soles);

That, regarding this, it is appreciated that the SASCM also has in mind that, according to what expressed by the ISSUER in its defenses and allegations, the numerical correlation made by this only represented 0.14% of the patrimony of the ISSUER, therefore, it is observed that it centers its analysis on the qualitative element to be able to identify if the capacity of significant influence is present. In that sense,

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“Article 6.- Duty of diligence
In compliance with the obligations established in this Regulation, the Issuer is responsible for:
6.1. Ensuring that the information it communicates has the capacity to significantly influence, as defined in articles 3 and 4, and that it is true, clear, sufficient and timely, as well as that it is not disseminated to a specific group of investors or other groups interested in it before it is available to the entire public, through the means established in this Regulation.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres” "Año de la recuperación y consolidación de la economía peruana" 10 Electronic document digitally signed 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

considering that the fine that could have corresponded to it does not impact its patrimony, in the present case the quantitative analysis is not the reason why it would have to qualify it as a significant event;

That, the ISSUER maintains that the start of the PAS SI also did not have the capacity to affect the realization of its regular activities, nor did it affect its businesses, considering that it has been sanctioned based on conjectures and assumptions, and not based on duly proven facts;

That, regarding this, both articles 3 and 4 of REGULATION SI, as well as article 30 of LMV, regarding the definition of significant events and the criteria to determine the capacity of significant influence of information, are drafted in a sense of potentiality or possibility, that is, in the capacity that the revealed information has to influence 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, as suggested by the ISSUER in the preceding paragraph;

That, notwithstanding the above, in the present case, it can be observed that the SASCM manifests that from an analysis of the qualitative element the information was material, in that the Issuer had committed seven (07) infringing conduct of a grave nature and linked to the omission in the communication of significant events, which by their transcendence affect the transparency and integrity of the securities market, and consequently, the reputation, the business and the activities of the ISSUER or commercial image;

That, regarding this, it is important to remember, as Varón Palomino and Abella Abondano refer that “The duty of information in the national and international scope is one of the most important duties of any securities issuer. Its importance mainly lies in that it provides transparency to the securities market, contributes to its development and deepening and allows, in general terms, the adequate functioning of the public securities market”16, therefore we do not share the position of the ISSUER, who considers that the fact that a PAS is initiated in which seven (07) charges are attributed to it for the non-presentation of significant events, does not involve any importance or transcendence for the decisions of its investors, or as it has previously referred, that it is mere conjectures or assumptions;

That, additionally, the charges made against the ISSUER through the OFFICE OF CHARGES derive from the exercise of the function of supervision of compliance with applicable norms, in which indications of possible infractions are evaluated, and it does not result from a creation without foundations by the instructing organ, in that line, this office considers that the start of the PAS SI did have the capacity or potentiality to significantly influence the activities or businesses of the ISSUER;

That, according to what referred above, the violation of the Principle of Material Truth is also not evidenced, moreover, it can be verified through the OFFICE OF CHARGES that, in effect, a PAS was initiated with respect to the ISSUER, in which seven (07) charges were attributed to it regarding the non-presentation of significant events, therefore the assertion of the ISSUER regarding the SASCM having made mere assertions uncontrasted with reality is not precise;

16 Varón Palomino, Juan Carlos; Abella Abondano, Germán Darío, Régimen del Mercado de Valores, Tomo II Emisión y oferta de valores, Universidad de los Andes, Bogotá-Colombia, Editorial Temis 2017

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" 11 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. 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 ISSUER states that the initiation of the HI PAS did not have qualitative materiality since at the moment it was notified by the CHARGES OFFICE, it reasonably considered that it had the necessary arguments to present its defenses against such imputation, and that it was a legal strategy to submit to four (04) of the seven (07) charges, with two (02) charges being archived, and one (01) is under appeal. However, such argument only serves to contradict the ISSUER's assertion that the initiation of the HI PAS did not have qualitative materiality, given that it considered it had the necessary arguments regarding the same;

That, on the other hand, the ISSUER indicates that the RESOLUTION would be doing the exact opposite of what the Principle of Informalism establishes, which states that “Procedural norms must be interpreted in the most favorable manner for the admission and final decision of the claims of the regulated parties…”, by effecting an interpretation of the norm unfavorable to its legitimate interests and rights in the administrative procedure, taking into account that paragraph 10 of article 66 of the LPAG contemplates that regulated parties have the right “that the actions of the entities affecting them be carried out in the least burdensome manner possible.”;

That, the invocation of the principle of informalism is not applicable, as it refers expressly to procedural norms, and it is not appreciated that in the present case, any of them is being interpreted in a manner unfavorable to the admission or final decision of the “claim” of the regulated party, nor is said principle referred to “inadequate” requirements of formal aspects, which is also not supported by the ISSUER;

That, regarding the violation of the principle of predictability or legitimate trust, the ISSUER makes assertions, which possibly, without ceasing to be true, such as that the PAS referred to non-compliance with norms on material events are common or recurrent, or that, in the last three years (2022-2024) it has identified at least thirty-five (35) PAS, regarding which only the initiation of PAS of this nature has been communicated in specific instances, constitute generalized references, without an analysis of each situation, in addition to not specifying which decision or pronouncement of the administration specifically is offending the precepts of the invoked principle. Likewise, the ISSUER reiterates that in accordance with the regulations on material events, issuers must perform a materiality analysis in accordance with articles 3 and 4 of the HI REGULATIONS, so that issuers do not publish all initiations of PAS, but only those they consider material;

That, in relation to the ISSUER's assertion regarding the fact that the PAS referred to non-compliance with norms on material events are common or recurrent, or that, in the last three years (2022-2024) it has identified at least thirty-five (35) PAS, regarding which only the initiation of PAS of this nature has been communicated in specific instances, it must be taken into account that these do not constitute a sufficient element to disprove the imposed sanction or to attenuate its responsibility. Without prejudice to this, regarding the assertion made by the ISSUER, it must be taken into account that the SMV acts within the framework of its competencies, observing the current legal order;

That, regarding the two examples referred to in the RESOLUTION about the communication of the initiation of PAS relative to material events, which were indeed communicated by the ISSUER, this refers to the fact that at the time they were valued and it considered their communication as a material event appropriate;

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decade of Equal Opportunities for Women and Men” "Year of recovery and consolidation of the Peruvian economy" 12 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. 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, in reference to them, it can be appreciated that one of these was about the initiation of a PAS against the ISSUER regarding 11 minor infractions, and not serious ones as in the present case, for failing to timely present information that constituted material events, and the other referred to 3 infractions, also minor;

That, regarding this, the examples raised by the Issuer allow appreciating that it is likely that the criteria it is handling are not consistent, since it informed the initiation of two PAS for minor infractions and did not inform the initiation of the PAS as a material event for seven (07) charges of a serious nature;

That, in this sense, this office considers that the ISSUER's arguments have not disproven what was resolved by the SASCM, regarding the infringement subject to sanction, since the initiation of the HI PAS, according to what was indicated above, is a material event, as it has significant influence capacity on the decision of a reasonable investor;

That, on the other hand, regarding what was affirmed by the ISSUER about its condition as the parent company of Corporación AENZA, as developed previously, the Resolution does not state that the materiality analysis is omitted; on the contrary, it has been highlighted that, in the present case, a materiality analysis from a qualitative perspective determines that the initiation of this HI PAS should indeed have been reported as a material event and therefore, it cannot be assumed that its communication generates confusion in the market;

That, regarding the sanctioning criteria, on “Economic damage caused and its repercussion in the market”, the Issuer specifies that it has not been evidenced that there was concrete economic damage caused to any investor or other market participant. It adds that, regarding this, the Resolution only states that “if there is damage that impacts the market”, without including substantiation;

That, we must indicate that as the criterion of economic damage caused and its repercussion in the market is developed in the RESOLUTION (consideration 52), it may lead to confusing it with that of the gravity of damage to public interest and/or protected legal good (consideration 48). In this sense, for the purpose of grading the sanction, it should have been specified whether there was quantifiable or non-quantifiable economic damage, which in the present case has not been evidenced, so it corresponds to support the ISSUER's arguments in this regard and reduce the amount of the sanction;

That, likewise, the ISSUER indicates that in consideration 48 of the RESOLUTION when analyzing the criterion referred to as “Gravity of damage to public interest and/or protected legal good”, it states that “although no gravity of a material nature (monetary loss) is evidenced, the reputation of the issuer and market confidence in it could be affected (…)”, that is, the RESOLUTION recognizes that there is no quantifiable or non-quantifiable economic damage (SIC); and that it also does not substantiate how the non-disclosure of the HDI regarding the initiation of the PAS impacted the market, considering the analysis of whether there was affectation to investors. Regarding this, this case, dealing with the failure to communicate a material event, its non-presentation affects per se the transparency of the market, considered the protected legal good, so it is appreciated that there is an adequate evaluation of the “Gravity of damage to public interest and/or protected legal good”. In relation to the Issuer's assertion regarding the repercussion in the market of the initiation of the HI PAS, we refer to what is indicated in the preceding paragraph;

That, regarding recidivism, this is developed in consideration 50 of the RESOLUTION, indicating that the ISSUER has the status of recidivist having been sanctioned via Adjunct Superintendent Resolution No. 001-2024-SMV/11, with a fine of 5 UIT for having incurred one (01) serious infringement, typified in subsection 2.10 of paragraph 2 of Annex I of the Sanctions Regulation, so it is appreciated that there would be a material error in consideration 56;

That, in relation to what was affirmed by the ISSUER regarding SEC Staff Accounting Bulletin No. 99 – Materiality, it must be taken into account that in the same bulletin it is expressed that relying exclusively on certain quantitative benchmarks to evaluate materiality in the preparation of financial statements and the auditing of said financial statements is inappropriate, referring that errors are not immaterial simply because they fall below a numerical threshold;

That, in turn, the Resolution refers to this bulletin to highlight that materiality is a concept that must comprise the evaluation of the quantitative and qualitative aspects of an event, to determine if its disclosure corresponds;

That, specifically, regarding the fragment extracted by the ISSUER, it is appreciated that it is not a categorical assertion about what the demonstrated volatility of the security price can express, but rather, as it states in the same “in response to certain types of information it can guide on whether investors consider quantitatively small inaccuracies material” (emphasis added), and not that it actually does so in every case;

That, additionally, it must be observed that the example raised in the aforementioned bulletin is about quantitatively small inaccuracies in financial statements, and not related to the non-communication as a material event of the initiation of a PAS for several charges on non-compliance in the presentation of material events, which is the scenario subject to evaluation;

That, in relation to the additional considerations mentioned by the ISSUER, referred to its internal transformation process, it can be noted that although this is positive, it does not impact the responsibility attributed to the ISSUER for the commission of the infringement;

That, regarding the corrective measure disposed of by article 3 of the RESOLUTION, it has been corroborated that with the communication of June 18, 2025, the ISSUER informed as a material event that, through Superintendent Resolution No. 072-2025-SMV/02, the Superintendent of the Securities Market, resolved the appeal filed by the ISSUER against Adjunct Superintendent Resolution No. 003-2025-SMV/11, with which the administrative route was exhausted, so that upon the occurrence of said communication, there is no object in demanding compliance with the corrective measure disposed of by the RESOLUTION, insofar as the culmination of the sanctioning procedure whose initiation was not communicated, was revealed by the ISSUER as a material event; and,

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decade of Equal Opportunities for Women and Men” "Year of recovery and consolidation of the Peruvian economy" 13 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendence
“Decade of Equal Opportunities for Women and Men” "Year of recovery and consolidation of the Peruvian economy" 14 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

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

RESOLVES:
Article 1.- Declare founded in part the appeal filed by Aenza S.A.A. against Adjunct Superintendent Resolution SMV No. 015-2025-SMV/11, for the reasons exposed in the reasoning part of this resolution.

Article 2.- Grade the fine imposed in article 2 of Adjunct Superintendent Resolution SMV No. 015-2025-SMV/11, for the commission of the infringement indicated in its article 1, referred to the non-presentation as a material event, the initiation of the administrative sanctioning procedure against it disposed of via Office No. 1416-2024-SMV/11.2 of April 12, 2024, from ten (10) UIT 17 equivalent to S/ 51,500.00 (Fifty-One Thousand Five Hundred and 00/100 Soles), to eight (8) UIT equivalent to S/ 41,200.00 (Forty-One Thousand Two Hundred and 00/100 Soles).

Article 3.- Declare the administrative route exhausted

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

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

Register, communicate and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market

17 Supreme Decree No. 309-2023-EF set the UIT for the 2024 exercise at S/ 5,150.00.