Superintendent Resolution No. 093-2026-SMV/02 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market

"Decade of Equality of Opportunities for Women and Men" "Year of Hope and the Strengthening of Democracy" 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

Superintendent Resolution
No. 093-2026-SMV/02
Lima, September 3, 2026

The Superintendent of the Securities Market

SEEN:

File No. 2025036414 and Report No. 1387-2026-SMV/06 from the Legal Advisory Office, through which it issues an opinion on the appeal filed by Empresa Agraria Azucarera Andahuasi S.A.A. (hereinafter, ANDAHUASI), against Adjunct Superintendent Resolution SMV No. 011-2026-SMV/11 (hereinafter, the SANCTION RESOLUTION);

CONSIDERING:

That, through the SANCTION RESOLUTION, it was resolved to sanction ANDAHUASI with a fine of 60 UIT, equivalent to S/ 309,000.00 (Three hundred nine thousand and 00/100 Soles) and for having committed the following infractions:

a) One (01) infraction of a minor nature, typified in subsection 3.1 of section 3 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for having presented late the material fact regarding the admission of the lawsuit filed by Wilder Ruiz Loayza, Nelson Henry Rojas Cervantes, Herminio Manzueto Gaytán Rojas, Clever Chacón Sánchez, Victorino Dante Bartolo Navidad, Pedro César Lupuche Almeyda and Modelo Julio Julca Huaroma, regarding the nullity of a legal act, against Zabuck International Inc., Ducktown Holdings S.A., Claudia Romero Briceño, Intestate Succession of Carlos Antonio Dellepiane Costa and Laurent and Beckol Investment Corp;

b) Two (02) infractions of a serious nature, typified in subsection 2.10 of section 2 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01, for not presenting the material fact regarding the formalization of the preparatory investigation against Eduardo Jesús Núñez Cámara, Erasmo Jesús Wong Lu Vega, Eduardo Javier Wong Lu Vega, among others, for the alleged commission of the crime of money laundering, as well as the material fact regarding the admission of the lawsuit for nullity of a legal act filed by Empresa Agraria Azucarera Andahuasi S.A.A. against Marcos Antonio Maguiña Villareal, Jorge Armando Chero Valverde, José Alberto Ojeda Zambrano and Empresa Andahuasi Km. 41.5 S.A.C;

That, due to the concurrence of several infractions of different nature (minor and serious), the sanctioning body applied the figure of the real concurrence of infractions recognized in the second paragraph of article 29 of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 (hereinafter, SANCTIONS REGULATION), which establishes that when several conduct qualify as more than one infraction, the sanction corresponding to the most serious infraction is imposed. This resulted in the present case, the minor infraction being

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market

subsumed by the serious infractions, as stated in consideration 52 of the SANCTION RESOLUTION;

That, through a document presented on April 14, 2026, ANDAHUASI filed an appeal against the SANCTION RESOLUTION, in order for the imposed sanction to be revoked or declared void;
That, through Superintendent Resolution No. 043-2026-SMV/02 of April 17, 2026, the present administrative sanctioning procedure was qualified as high complexity;
That, through a document presented on April 21, 2026, ANDAHUASI submitted complementary arguments to its appeal document. Additionally, it requested to be granted the right to speak before the office of the Superintendent of the Securities Market;
That, through Office No. 2564-2026-SMV/14 of June 2, 2026, the right to speak was granted to ANDAHUASI, with the hearing taking place on June 9, 2026;
That, through a document presented on June 10, 2026, ANDAHUASI submitted complementary arguments to its appeal document;
That, through a document presented on June 12, 2026, ANDAHUASI submitted another complementary document attaching the slides it used to support its oral report of June 9, 2026;

FORMAL REQUIREMENTS OF THE APPEAL

That, from the evaluation carried out, it is observed that the appeal meets the requirements established in articles 113 1, 207 2,

1 "Article 113.- Requirements of the writings
Every 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 administrator, 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 fingerprint, in case of not knowing how to sign or being impeded.
the indication of the body, entity or authority to which it is addressed, understood as such, as far as possible, the authority of the grade closest to the user, according to the hierarchy, with competence to know and resolve it.
the address of the place where notifications of the procedure are desired to be received, when it is different from the real address exposed by virtue of subsection 1. this address indication takes effect from its indication and is presumed subsistent, unless its change is expressly communicated. likewise, the email or, if applicable, the electronic mailbox, according to article 20 of the present law.
the list of documents and attachments attached, indicated in the TUPA.
the identification of the file of the matter, in the case of already initiated procedures."

2 "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 review resource is possible.
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 reconsideration resource which is resolved within fifteen (15) days. Exceptionally, in administrative procedures of single instance of competence of the director councils of regulatory bodies, the reconsideration resource is resolved within thirty (30) days."

3 "Article 209.- Appeal resource
The appeal resource will 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."

4 "Article 211.- Requirements of the resource
The resource writing must indicate the act from which the appeal is made and comply with the other requirements provided in article 113 of the present Law."

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market

209 3 and 211 4 of the Single Ordinance Text of the General Administrative Procedure Law, Law No. 27444, approved by Supreme Decree No. 006-2026-JUS (hereinafter TUO LPAG), given that it was filed within the term of fifteen (15) business days of the administrative act being notified and is founded;

ON THE ARGUMENTS OF THE APPEAL

That, ANDAHUASI was sanctioned for one minor infraction and two serious infractions. Although four infractions were imputed to it in the charges office, the third imputed infraction (third charge) was archived;
That, ANDAHUASI in its appeal document of April 14, 2026; as well as in its complementary documents of dates April 21, June 10 and June 12, 2026 holds the following:

(A) ON THE FIRST CHARGE – INFRACTION OF A MINOR NATURE

In its appeal, ANDAHUASI holds that the admission of the judicial lawsuit filed by Wilder Ruiz Loayza, Nelson Henry Rojas Cervantes, Herminio Manzueto Gaytán Rojas, Clever Chacón Sánchez, Victorino Dante Bartolo Navidad, Pedro César Lupuche Almeyda and Modelo Julio Julca Huaroma, regarding the nullity of a legal act, against Zabuck International Inc., Ducktown Holdings S.A., Claudia Romero Briceño, Intestate Succession of Carlos Antonio Dellepiane Costa and Laurent and Beckol Investment Corp., through Resolution No. 13 of December 12, 2022 of the 10th Civil-Commercial Court of the Superior Court of Justice of Lima; does not constitute a material fact, due to the fact that it is a process between third parties regarding which it is not a procedural party nor had timely knowledge. It states that it took knowledge of this only from a communication from the SMV in September 2024 and that the subsequent disclosure made in April 2025 responded only to compliance with a requirement of the supervisory authority.

Likewise, it argues that said process does not generate obligations, contingencies nor patrimonial, operational or corporate affectations for the company, since an eventual estimation of the lawsuit would only imply a modification in the ownership of certain shares, without incidence on the patrimony, management, operations or control structure of the society.

On the other hand, it questions that the SMV has considered the shareholding participation of those involved as a determining element of the materiality of the fact, stating that the regulation does not establish criteria based on share percentages and that the shareholders involved do not exercise control or significant influence in the administration of the society.

Additionally, it holds that it had no knowledge of said process, that the communication made in April 2025 responded to compliance with an express requirement of the SMV and that, consequently, it does not correspond to attribute responsibility for a supposed late communication.

Finally, it states that the fact did not have an impact on the quotation of its shares nor affected the market or investors.

ANDAHUASI reiterates that the communication made on April 15, 2025 responded exclusively to compliance with an express instruction of the SMV and not to its own evaluation on the materiality of the fact. In this line, it holds that in said communication it made it clear that it was not a party to the process, had not been notified with the lawsuit and that this did not generate any impact on its patrimony, business or activities. Likewise, it states that the disclosure made constituted only an act of formal compliance and does not imply recognition that the process qualified as a material fact.

Through the complementary document of June 12, 2026, ANDAHUASI reiterates that the lawsuit for nullity of a legal act constitutes a litigation between non-controlling shareholders and that, therefore, it lacks significant influence on the society. It argues that the shareholders involved possess participations comprised between 12.89% and 16.80%, do not exercise control or decisive influence over the administration and do not participate in corporate management for more than sixteen years. In this line, it holds that an eventual nullity of the questioned acts would only produce a modification in the ownership of certain shares, without altering the control structure, corporate governance, operations or business activity of the issuer.

(B) ON THE SECOND CHARGE – INFRACTION OF A SERIOUS NATURE

Andahuasi holds that the formalization of the preparatory investigation against Eduardo Jesús Núñez Cámara, Erasmo Jesús Wong Lu Vega, Eduardo Javier Wong Lu Vega, among others, for the alleged commission of the crime of money laundering (Fiscal File); does not constitute a material fact, as the essential budget of materiality required by the regulation is not configured, that is, the existence of a real or reasonably foreseeable impact on the patrimony, business or activities of the issuer.

In this sense, it argues that the society is not a party to the criminal process, does not have the condition of accused, investigated or denounced, nor is it exposed to patrimonial, operational, financial or regulatory contingencies derived from this.

Likewise, it emphasizes that criminal responsibility is of a personal nature, so it cannot be extended to the society by the sole corporate link with the investigated, there being no legal or causal link between the investigation and an eventual affectation to the issuer.

In relation to the argument of the SMV referred to a possible reputational affectation, Andahuasi holds that it is a merely conjectural statement, lacking objective or verifiable support. It states that the regulation does not contemplate reputation as an abstract concept, but as an element that must be evaluated based on real or reasonably foreseeable effects, which has not been accredited.

PERÚ Ministry of Economy and Finance

SMV
Superintendency of the Securities Market

In this line, it specifies that the Regulation of Material Facts does not impose the obligation to inform every personal circumstance that affects directors, managers or shareholders, but only those that have material incidence on the activity or situation of the issuer.

Additionally, Andahuasi states that the formalization of the preparatory investigation constitutes an initial stage of the criminal process, in which there is no accusation nor determination of responsibility, so its disclosure could generate incomplete, inaccurate or speculative information, affecting the informational quality of the market. Likewise, it indicates that, even in the event of an eventual conviction of the investigated, this would not generate patrimonial, operational or financial impact on the society, so from a prospective perspective materiality is not configured.

Consequently, it holds that the communication of said fact as a material fact nor the imposition of a sanction for this charge did not correspond.

Additionally, it states that the omission imputed for not communicating as a material fact, the formalization of the preparatory investigation; did not generate any affectation to the market nor compromised transparency, highlighting the reduced liquidity of its shares and the lack of evidence of impact on investor decisions or on the price formation process.

Through a document presented on June 10, 2026, Andahuasi reiterates that the formalization of the preparatory investigation constitutes only an initial stage of the criminal process destined to gather elements of conviction to determine if it corresponds to formulate an accusation or dispose of the archiving of the investigation. In this sense, it holds that said act does not imply a definitive imputation, does not prove criminal responsibility nor generates patrimonial, operational or regulatory consequences for the society, which does not have the condition of investigated nor is part of the criminal process.

Likewise, it states that the investigation was initiated in the year 2015 regarding facts that occurred in 2009 and that, despite the time elapsed, the process continues in the stage of preparatory investigation, without there being a fiscal accusation or judicial pronouncement on criminal responsibility. It adds that during the investigation patrimonial appraisals and forensic audits were elaborated that, according to its claim, concluded that the funds used for the acquisition of shares of the society had a lawful origin and that the investigated do not present patrimonial imbalance.

Similarly, Andahuasi invokes the principle of presumption of innocence and holds that the formalization of the preparatory investigation constitutes a non-conclusive procedural act, so it lacks aptitude to generate a real or reasonably foreseeable impact on the situation of the society. Finally, it reiterates that it is not possible to communicate as a material fact all processes or situations generated by third parties, corresponding to evaluate in each case their real capacity to influence investment decisions in accordance with the Regulation of Material Facts.

In the complementary document of June 12, ANDAHUASI reiterates that the formalization of the preparatory investigation for alleged money laundering falls exclusively on natural persons and not on the society, for which reason it considers that it is a process alien to the issuer. It states that criminal responsibility is of a personal nature, that the society does not hold the condition of investigated or imputed and that the investigation does not generate patrimonial, financial, operational or regulatory contingencies for the company. Likewise, it questions that the materiality of the fact is based on an eventual reputational affectation, arguing that such affectation constitutes an unaccredited hypothesis.

Additionally, it emphasizes that the formalization of the preparatory investigation constitutes only an initial stage of the criminal process, in which there is no fiscal accusation nor pronouncement on criminal responsibility. Under this premise, it reiterates the invocation of the principle of presumption of innocence and holds that the disclosure of said information could generate erroneous or speculative interpretations regarding the legal situation of those involved. As an additional element, it states that the investigation was initiated regarding facts that occurred in the year 2009 and that, despite the time elapsed, it continues in the stage of preparatory investigation without there being a fiscal accusation nor any sentence.

ANDAHUASI holds that the admission of the lawsuit for nullity of a legal act that it filed against Marcos Antonio Maguiña Villareal, Jorge Armando Chero Valverde, José Alberto Ojeda Zambrano and Empresa Andahuasi Km. 41.5 S.A.C does not constitute a material fact, as it does not generate a real impact nor introduce a new situation in its economic, operational or financial context.

Regarding this, it indicates that the judicial process constitutes an action of a defensive character oriented to the protection of its assets against a preexisting problem linked to the illegal occupation of its plant, which has been previously informed to the market repeatedly through annual reports and other communications.

In this sense, it holds that the start of the process does not generate liabilities, payment obligations, financial risks nor operational affectations, nor modifies the information previously known by the market, being a conservative action that does not alter the economic situation of the issuer.

Likewise, it states that the eventual result of the process —whether favorable or adverse— would not have a tangible impact on its activities, operations or economic flows, as it does not guarantee the effective recovery of the plant nor aggravates the existing situation.

ANDAHUASI affirms that the process does not introduce new or relevant information that modifies the investor's risk perception nor the valuation of the issuer, so its communication would constitute unnecessary over-information contrary to the purpose of the material facts regime. In this sense, it considers that

5 The third charge imputed to ANDAHUASI (not to inform the declaration of inadmissibility of the demand for constitutional process of amparo filed by ANDAHUASI against the National Superintendence of Customs and Tax Administration – SUNAT and the Ministry of Economy and Finance, through Resolution No. 17 of December 26, 2024 of the 2nd Civil Court of the Superior Court of Justice of Huaura) was archived. In the SANCTION RESOLUTION it is stated that the imputed charge has been lifted, and that it corresponds to declare the non-existence of an infraction with respect to Charge No. 3 and archive this aspect of the administrative sanctioning procedure, in accordance with subsection d) of article 16 of the Sanctions Regulation, concordant with the final part of subsection 5 of article 255 of the TUO of the LPAG.

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 Esperanza y el Fortalecimiento de la Democracia” Document electronically signed digitally under 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 there is no concrete, quantifiable, or reasonably foreseeable impact derived from the process, so the standard of materiality required by the regulations is not met. On the other hand, through the complementary writing of June 10, ANDAHUASI reiterates the arguments mentioned above and, additionally, maintains that the disclosure of this type of process could affect the interests of society by exposing its legal strategy. Finally, ANDAHUASI points out that the alleged omission did not cause any harm to the market, highlighting the reduced trading of its shares and the absence of effects on the price of the security or on investors' decisions. (D) REGARDING THE VIOLATION OF ADMINISTRATIVE PRINCIPLES Additionally, ANDAHUASI maintains that the SANCTION RESOLUTION violates various principles of the administrative procedure, such as the principles of legality, reasonableness, presumption of lawfulness and legitimate trust, material truth, predictability, and informality. In particular, it argues that the authority would have incurred in extensive interpretations not provided for in the regulations, introducing criteria of materiality without legal support, which violates the principle of legality, as well as legal certainty. Likewise, it points out that the SANCTION RESOLUTION lacks due motivation, as it is based on unverified generic assertions, failing to comply with the principle of material truth, as well as the duty of the administration to fully verify the facts before sanctioning. Regarding the principle of reasonableness, it maintains that the imposed sanction is disproportionate, as no harm to the market, to investors, nor the existence of illicit benefit has been proven, nor have the circumstances of the case been adequately considered. Additionally, it indicates that, even in the event that responsibility is confirmed (which it denies), a less severe sanction would correspond, such as a reprimand or a fine at its legal minimum. ANDAHUASI maintains that the principle of lawfulness and legitimate trust would have been violated, because the administration has not disproven the presumption of lawfulness that protects it, since the challenged resolution contains assertions that it has not managed to prove and based on which it attempts to attribute undue responsibility; EVALUATION OF THE ARGUMENTS OF THE APPEAL
12. That, next, we proceed to analyze the
arguments raised by ANDAHUASI:
(A) REGARDING THE FIRST CHARGE
As indicated above, in the present case, through the SANCTION RESOLUTION it was determined that the conduct attributed in the First Charge constituted a minor infraction.

PERÚ Ministry of Economy and Finance

6 “Article 29.- Concurrence of infractions
When the same conduct qualifies as more than one infraction, the sanction provided for the most serious infraction is applied.
Likewise, when several conduct qualify as more than one infraction, the sanction corresponding to the most serious infraction is imposed.”
“Article 30.- Material Facts
The registration of a certain security or issuance program entails for its issuer the obligation to inform the SMV and, if applicable, to the respective stock exchange or entity responsible for the management of the centralized mechanism, of the material facts, including ongoing negotiations, regarding itself, the security and the offer made of it, as well as to disclose such facts in a truthful, sufficient, and timely manner. The information must be provided to these institutions and disclosed as soon as the fact occurs or the issuer takes knowledge of it, as the case may be. The importance of a fact is measured by the influence it may exercise on a reasonable investor to modify their decision to invest or not in the security.” “Article 3.- Definition of material fact 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,

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Document electronically signed digitally under 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 (hereinafter, Regulation of Material Facts), the material fact does not necessarily and exclusively have to come from the issuer. That cited article 30 establishes that the importance of a fact must be measured in terms of the influence it may exercise on a reasonable investor to modify their decision to invest or not in a security. In a concordant manner, article 3 of the Regulation of Material Facts defines as a material fact any act, decision, fact or information referred to the issuer, its securities or its businesses that has the capacity to significantly influence investment decisions or the quotation of the issued securities. In this context, the standard provided in article 30 of the TUO of the Securities Market Law requires determining if the information has the capacity to exercise influence on the investment decisions of an investor. In the present case, one of the investigated individuals held the Presidency of the Board of Directors of ANDAHUASI when the obligation to communicate as a material fact the formalization of the Preparatory Investigation established by Fiscal Disposition of January 29, 2024 of the Fourth Office of the Second Supraprovincial Corporate Specialized in Money Laundering Crimes arose, remaining in said position to date. Although neither he nor the other investigated individuals hold the status of controlling shareholders, the criminal investigation is for the crime of money laundering, is linked to operations for the acquisition of shares of the issuer itself, and the investigation reaches the President of the Board of Directors, which supports that it should be informed as a material fact. As observed, the obligation to inform is not limited to those situations where the issuer is a direct party to a judicial or criminal process nor to those cases where there is an immediate or quantifiable patrimonial impact. In effect, in the present case, the alleged commission of the crime of money laundering is investigated, which would have been carried out in the framework of the acquisition of shares representing the social capital of ANDAHUASI, by companies and persons linked to the so-called Wong Group, that is, with facts related to the composition of its shareholding structure; facts that were confirmed on April 16, 2025, by the issuer itself in response to Office 1894-2025-SMV/11.2 issued by the General Superintendence of Conduct Compliance. This information is corroborated in Report No. 1817-2025-SMV/11.2 of December 22, 2025 issued by the Conduct Compliance Superintendence, in which it is stated on page 11:

3.2. The liquidity, price or quotation of the issued securities.
Likewise, it comprises information of the economic group of the Issuer that it knows or that it reasonably should know, and that has the capacity to significantly influence the Issuer or its securities, as stated in the present Regulation.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Document electronically signed digitally under 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 Therefore, it is considered that the information subject of the Second Charge met the necessary characteristics to be qualified and disseminated as a material fact, pursuant to what is established in article 30 of the TUO of the LMV and articles 3 and 4 9 of the Regulation of Material Facts; Now, regarding the additional arguments formulated by ANDAHUASI during its Oral Report; as well, through its writing of June 10, 2026, it corresponds to state that these also do not disprove the conclusion reached regarding the materiality of the information subject of the Second Charge. In effect, ANDAHUASI maintains that the formalization of the preparatory investigation constitutes only an initial stage of the criminal process, which does not imply a definitive imputation, a fiscal accusation nor a determination of criminal responsibility. Likewise, it argues that the investigation is ongoing, that there is no judicial ruling on the facts investigated and that the involved parties maintain the full constitutional presumption of innocence. However, such allegations start from a premise that is not relevant to determine the existence of the revelation obligation provided in the regime of material facts. At no time has the SANCTION RESOLUTION maintained that the obligation to inform derives from the accreditation of criminal responsibility of the investigated or from the existence of a fiscal accusation. On the contrary, the analysis carried out by the administrative authority is based on the capacity of the information to influence the evaluation that a reasonable investor could make regarding the issuer. In this sense, the fact that the investigation is in the preparatory stage, that there is no fiscal accusation or that the investigated are covered by the presumption of innocence, does not eliminate the obligation to reveal the material fact, insofar as, the regime of material facts aims for the market to access relevant information in a timely manner for the formation of investment decisions. If ANDAHUASI's thesis were accepted, the revelation obligation would be restricted only to concluded investigations, a criterion that finds no support in article 30 of the Single Text of the Securities Market Law nor in the Regulation of Material Facts. Regarding what argued by ANDAHUASI in its last complementary writing, it corresponds to reiterate that the duty of revelation of material facts is not conditioned to the existence of a final sentence nor to the definitive accreditation of criminal responsibility regarding the persons involved. On the contrary, the purpose of the information transparency regime consists precisely in ensuring that investors and the market have timely relevant
information about circumstances that

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 transcendence of the act, agreement, fact, ongoing negotiation, decision or set of circumstances in its activity, patrimony, results, financial situation or general business or commercial position; or in its securities or in the offer of these; as well as in the price or negotiation of its securities.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Document electronically signed digitally under 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 reasonably may influence the valuation of the issuer, without the need to wait for the conclusion of the corresponding judicial or fiscal procedures. In that same line, the invocation made by the appellant to the principle of presumption of innocence is also not attended. The obligation to communicate a material fact does not imply attributing criminal responsibility nor making any judgment on the guilt of the investigated persons, but merely revealing the existence of a formal act issued by the competent authority that, due to its characteristics and the relevance of the persons involved, may be of interest to the market. Consequently, the communication of the formalization of a preparatory investigation does not violate or disregard the referred constitutional principle, since it does not suppose advancing conclusions regarding the result of the criminal process nor prejudging the responsibility of the investigated. Likewise, the allegation regarding the fact that the criminal investigation began several years ago and that, therefore, the information would have lost relevance lacks support. As has been noted, the fact whose disclosure was exigible was not the start of the preliminary diligences, but the formalization of the preparatory investigation, which constitutes a distinct and subsequent procedural event that incorporates new information regarding the state of the investigation. In effect, the formalization of the preparatory investigation, as already indicated, represents a qualitative change in the state of the process, since it supposes that the Public Ministry, after having carried out the corresponding preliminary diligences and evaluated the elements of conviction collected, has considered that there are sufficient grounds to initiate a preparatory investigation regarding determined facts and individualized persons. It is, therefore, a formal decision of the competent authority that modifies the procedural situation existing up to that moment and that provides the market with new information about the evolution of a criminal procedure linked to the acquisition of shares of the issuer itself. In this context, the Disposition of Formalization and Continuation of the Preparatory Investigation does not constitute a mere repetition of already known facts, but a new procedural milestone that evidences the evolution of the criminal investigation and that, by its nature, content and scope, must be known and valued by investors. On the other hand, ANDAHUASI maintains that during the development of the investigation, patrimonial expert reports and forensic audits would have been elaborated that would conclude that the funds subject of investigation would have a lawful
origin and that the investigated would not present patrimonial imbalance. However, such assertions are also not sufficient to exempt it from complying with its obligation to inform the material facts. In effect, the evaluation of the materiality of the fact must be carried out taking into account the objective existence of the formalization disposition issued by the Public Ministry and the information available at the moment when the duty of revelation arose, but not based on subsequent valuations regarding the eventual solidity or weakness of the probative elements incorporated in the criminal process. Admitting the contrary would imply having to discriminate and value based on the probative means presented, the possible results of a fiscal investigation in progress, and in

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 Esperanza y el Fortalecimiento de la Democracia” Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml function to decide whether or not to report it, assuming a value judgment that corresponds exclusively to the competent authorities. Similarly, the challenge formulated by ANDAHUASI regarding the alleged use of an eventual reputational impact as the basis for the materiality of the fact is not sustainable. In this regard, it is necessary to clarify that the evaluation carried out by the administrative authority is not based on abstract or merely speculative considerations, but on the need to determine if the information linked to a formal criminal investigation against persons with a relevant link to the issuer could reasonably be of interest to investors and, therefore, influence the valuation they make of the company and its securities. From this perspective, it should not be assumed that relevance is attributed to any criminal investigation involving shareholders or directors of the issuer. Finally, the argument referring to the fact that the disclosure of the event would have generated over-information or confusion in the market cannot be accepted. The regime of material events is structured on the principle of transparency, and it is precisely the investors who must have the necessary information to evaluate the relevance of events related to the issuer. (C) REGARDING THE FOURTH CHARGE In this regard, it is necessary to evaluate whether the admission of the nullity lawsuit filed by ANDAHUASI qualified as a material event and, consequently, whether there was a breach of the duty to inform. On the nature of the process and its relevance ANDAHUASI argues that the judicial process constitutes a defensive action intended to protect its assets, in a context already known by the market, so it does not introduce a new situation nor generate an impact on its economic or operational situation. In the present case, according to Resolution No. 1 of December 26, 2024, the main claim of the lawsuit filed by ANDAHUASI consists in declaring the nullity of the legal act contained in the public deed by which the Company Andahuasi Km. 41.5 S.A.C. was constituted, on the grounds of illicit purpose. The relevance of the process and in particular the admissibility of the lawsuit does not lie solely in the existence of a judicial controversy, but in the nature of the facts that the society itself attributes to the defendant. In effect, in its own defenses ANDAHUASI argues that Andahuasi Km. 41.5 S.A.C. would have been constituted with the purpose of posing as the company before clients and suppliers and giving an appearance of legality to economic
activities developed in the industrial plant, which, according to its claim, was occupied by third parties since 2009; In this sense, the evaluation of materiality does not depend on whether the underlying conflict was known by the market or had been mentioned before by the company, but on the relevance to investors of knowing that the nullity lawsuit against said company was admitted.

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 Esperanza y el Fortalecimiento de la Democracia” Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml On the other hand, ANDAHUASI's own position shows that the judicial process is directly related to central aspects of the issuer's business activity, such as the identification of its operations before the market, the protection of its assets, the relationship with clients and suppliers, and the preservation of its commercial reputation. Under this context, it is not reasonable to maintain that the result of the process lacks incidence on the business or activities of the company. On the contrary, if the plaintiff itself considers that the constitution of Andahuasi Km. 41.5 S.A.C. generates risks for its operations and for the way third parties identify the company in the market, it is evident that the judicial process promoted to question this situation has objective aptitude to affect the business and activities of the issuer. Likewise, even if the company had previously informed the existence of conflicts linked to the occupation of certain assets, this does not eliminate the relevance of a specific judicial action aimed at addressing such contingencies. The admission of the lawsuit constitutes a new and autonomous fact that allows the market to know the evolution of a conflict that the company itself considers relevant for its operations, otherwise it would not have filed such a judicial lawsuit. From the perspective of investors, the existence of a judicial lawsuit, which has been admitted, whose purpose is to question the validity of a company that, according to the issuer itself, has been operating, using its name and developing activities linked to its industrial plant, constitutes information susceptible of influencing the evaluation of business, operational, and reputational risks associated with the issuer; Therefore, it is considered that the admission of the lawsuit subject of the Fourth Charge objectively met the necessary characteristics to be communicated as a material event. On the argument of absence of a "new fact" ANDAHUASI argues that the process does not introduce new information, as the problem of the occupation of the plant had already been reported to the market. With this assertion, the company would be disregarding that the regime of material events is not exhausted in the disclosure of general circumstances or antecedents that may affect the issuer, but requires communicating in a timely manner that act, decision, or concrete event that has the capacity to exert influence on an investor in their decision to invest or not in the security. In the present case, although the existence of controversies related to
the occupation of the plant was known by the market, the admission of a nullity lawsuit of a legal act promoted by ANDAHUASI constitutes an autonomous and legally relevant fact, which allows investors to know the evolution of the conflict and the actions undertaken by the company for the defense of its interests. Likewise, it is not merely an ordinary procedural action. As ANDAHUASI itself has pointed out, the lawsuit seeks to question the constitution of Empresa Andahuasi Km. 41.5 S.A.C., a company that, according to its claim, would have been created to pose as ANDAHUASI before clients and suppliers and to give

PERÚ Ministry of Economy and Finance

10 In its annual reports of 2024 and 2025, ANDAHUASI refers to the illegal occupation of assets and administrative headquarters, as an example, we transcribe the extract from the Annual Report of the 2025 exercise:
"Risk Factors
Since 2009, the Society has faced a context of high complexity derived from legal and operational conflicts with former collaborators and groups of minority shareholders. This exceptional situation constitutes a structural barrier that prevents the normal development of productive and administrative activities under conventional standards.
The main risk factors identified include:

Restriction of assets: Illegal occupation of the processing plant and strategic agricultural lands.
(…)"
11 The relevant asset refers to the industrial plant that, according to ANDAHUASI's claim, was occupied by third parties since 2009. In the Instruction Report, it is cited as part of ANDAHUASI's defenses, the following: “Andahuasi KM41 was constituted with the evident purpose of (i) posing as Andahuasi before various clients and suppliers; and, (ii) giving an appearance of legality to the economic operations carried out in the Society's Plant, which was occupied by force since 2009.”

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 Esperanza y el Fortalecimiento de la Democracia” Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml On the alleged lack of impact of the result ANDAHUASI argues that, even in case of obtaining a favorable judgment, the effective recovery of the plant would not be guaranteed, and that an adverse result would not aggravate its current situation. However, this argument introduces a standard of certainty that is not required by the regulations. The duty to inform does not depend on the security of the result, nor on the consequence that it may bring about, but on the existence of a process whose evolution may affect the situation of the issuer. The uncertainty inherent in the judicial process is, precisely, one of the elements that the market must know to evaluate risks and opportunities. On the prior knowledge of the market ANDAHUASI points out that the market already had knowledge of the problem through its annual reports, so the communication of the process would be redundant. Nevertheless, the fact that there is prior information about a certain risk does not exempt the issuer from informing about subsequent events that develop or modify that scenario. The principle of transparency requires providing the market with relevant information, so that investors have sufficient and timely elements for decision-making. On the duty of diligence of the issuer In line with what was stated in the previous charges, ANDAHUASI, in its capacity as issuer, is obliged to act with a standard of diligence in the identification and communication of relevant events. In this sense, it corresponded to ANDAHUASI to evaluate the relevance of the start of the judicial process and communicate it in a timely manner, which did not occur. Consequently, what was stated by ANDAHUASI regarding the Fourth Charge must be dismissed, maintaining the determination of administrative liability for the commission of the imputed infringement; (D) REGARDING THE VIOLATION OF ADMINISTRATIVE PRINCIPLES From the comprehensive evaluation of the arguments formulated by ANDAHUASI, it is observed that the SANCTION RESOLUTION has been issued within the framework of the competencies legally attributed to the SMV and with observance of the principles governing the exercise of the sanctioning administrative power, with no violation of the principles invoked by the administrative party. In effect, regarding the principle of legality, it is appreciated that the administrative authority has acted with respect for the Constitution, the TUO of the Securities Market Law, and the Regulation of Material Events within the faculties attributed to it and in accordance with the purposes for which
they were conferred, taking into account the transparency purpose that supports the information regime of the securities market. Likewise, no affectation to the principle of predictability or legitimate trust is observed, since the criterion applied by the SMV is consistent with the

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 Esperanza y el Fortalecimiento de la Democracia” Document electronically signed digitally under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml current regulatory framework and with the supervisory practice developed in matters of material events. Similarly, no violation of the principle of presumption of lawfulness is verified, as the administrative responsibility attributed to ANDAHUASI is based on objective facts accredited in the file, such as the knowledge of the facts subject of analysis, their informational relevance, and the omission or late presentation of the corresponding communications. In this sense, the controversy raised by the administrative party does not revolve around the existence of the facts, but on the legal valuation of their materiality, aspect that has been duly motivated by the administrative authority. Regarding the principle of material truth, it is observed that the SANCTION RESOLUTION has been issued based on a comprehensive valuation of the evidentiary means incorporated into the file, including judicial resolutions, fiscal dispositions, information provided by the administrative party itself, and relevant antecedents linked to the corporate context of ANDAHUASI. Therefore, no insufficiency of evidence or absence of verifying activity by the SMV is appreciated, but a discrepancy of the administrative party regarding the conclusions reached by the authority. On the other hand, the invocation of the principle of informalism is also not acceptable, given that this principle aims to prevent merely formal requirements from affecting the exercise of the right of defense or the processing of the claims of the administrative parties within the administrative procedure, not being applicable to the non-compliance with substantive obligations expressly provided for in the securities market regulations, as is the case with the duty to communicate material events in a timely manner. Regarding the principle of reasonableness, it is necessary to point out that the sanctions imposed maintain adequate proportion with the nature and gravity of the verified infringing conduct, and the SANCTION RESOLUTION evaluates the graduation criteria provided for in the Sanctions Regulation (Considerations 32 to 40); Finally, it is worth highlighting that no violation of any of the principles of the administrative sanctioning power, collected by the TUO LPAG, has been determined. For the purpose of determining if the application of the sanction graduation criteria provided for in the TUO LPAG is correct, we summarize considerations 32 to 40 of the SANCTION RESOLUTION and conclude the following:

Regarding the gravity of the damage to the public interest and/or the protected legal good, the SANCTION RESOLUTION states that the timely presentation of periodic and eventual information constitutes an essential obligation to guarantee the transparency of the securities market and allow investors to adopt adequately informed decisions. In this sense, the SANCTION RESOLUTION concluded that the non-compliance with information obligations affects the protected legal good consisting of market transparency.
As for the antecedents of the infringer, it is determined that ANDAHUASI does have firm sanctioning antecedents within the period provided for in the

PERÚ Ministry of Economy and Finance

Regarding recidivism, the SANCTION RESOLUTION concludes that ANDAHUASI is a recidivist with respect to Charge No. 1, but not with respect to Charges Nos. 2 and 4, according to the parameters established in the SANCTIONS REGULATION.
Regarding the circumstances of the commission of the infractions, the resolution specifies that:
i. The material event linked to the First Charge was presented with two hundred twenty-three (223) calendar days of delay;
ii. Regarding the Second Charge, the material event had not been presented at the date of issuance of the SANCTION RESOLUTION; and,
iii. Regarding the Fourth Charge, it had also not been presented at said date.
Likewise, the SANCTION RESOLUTION states that the SMV no longer considers that ANDAHUASI is in a situation of force majeure, fortuitous event, or other exceptional circumstance that prevents it from complying with its obligations as an issuer registered in the RPMV, which is why the regular compliance of its information obligations to the market must be required.
In relation to the economic damage caused and its repercussion in the market, it is concluded that no quantifiable economic damage to investors was proven.
Regarding illicit benefit, it is indicated that there are no elements to affirm that ANDAHUASI obtained an illegal benefit derived from the infractions subject of the PAS.
Regarding the probability of detection, the SANCTION RESOLUTION considers that the non-presentation of eventual information in a timely manner is verified through the internal control and supervision systems of the SMV, so it is highly detectable. Finally, regarding the existence of intent, the SANCTION RESOLUTION concludes that there are no elements that prove deliberate action by ANDAHUASI; however, it does consider configured a negligent conduct, as the issuer did not act with the diligence required regarding information obligations that were fully known to it.

That, it must be taken into account that the obligations of information disclosure constitute one of the essential pillars to guarantee the transparency of the securities market, as well as to reduce informational asymmetries between issuers and investors. In this sense, the omission or late communication of material events does not constitute a merely formal infringement, but a conduct that affects the correct functioning of the market and investment decision-making, which is why it is legitimate to exercise the sanctioning power within the margins provided for in the SANCTIONS REGULATION;
That, with respect to the considerations formulated by ANDAHUASI in its complementary writings of June 10 and 12 of this year, it is necessary to point out that these constitute, essentially, a reiteration of the

PERÚ Ministry of Economy and Finance