Superintendent Resolution No. 124-2025-SMV/02

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship Superintendent Resolution No. 124-2025-SMV/02 Lima, October 13, 2025 The Superintendent of the Securities Market SEEN:
The file No. 2025000030 and Report No. 1465-2025- SMV/06, from the Legal Advisory Office, through which it issues an opinion on the appeal filed by QUALITAS INSURANCE COMPANY S.A. (hereinafter, ISSUER) against the Superintendent Resolution Adjunct SMV No. 030-2025- SMV/11 (hereinafter, THE RESOLUTION); CONSIDERING:

1. That, through THE RESOLUTION notified on May 13,
   2025, the ISSUER was sanctioned with a fine of 6.25 UIT, for having incurred:
   (i) a minor infraction, typified in paragraph 3, numeral 3.1 of Annex I of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01 and its amendments (hereinafter, SANCTIONS REGULATION), for not communicating sufficiently and timely the material fact of March 29, 2023; and, (ii) a serious infraction, typified in paragraph 2.19 of numeral 2 of Annex I of the SANCTIONS REGULATION for not complying with the minimum required deadline of twelve (12) days, from the communication of the material fact (April 14, 2023) to the date determined as the registration date (April 19, 2023), when the registration date should have been from May 04, 2023;
2. That, through a document presented on June 02,
   2025, the ISSUER filed an appeal (hereinafter, THE APPEAL) against the RESOLUTION, regarding the communication of the registration date without observing the deadline established in the Regulation on Cut-off, Registration and Delivery Date, approved by CONASEV Resolution No. 069-2006-EF/94.10 (hereinafter, Regulation on Cut-off, Registration and Delivery Date) and requests that the imposed sanction be reduced;
3. That, through Superintendent Resolution No.
   068-2025-SMV/02 of June 04, 2025, the present administrative sanctioning procedure was classified as high complexity, as established in numerals 2 and 3 of article 1 of SMV Resolution No. 013-2024-SMV/01;
   I. ANALYSIS OF THE ADMISSIBILITY OF THE APPEAL
4. That, numeral 109.1 of article 109 of Law No.
   27444, General Administrative Procedure Law (hereinafter, LPAG), establishes the following:

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship “Faced with an act that is presumed to violate, affect, disregard or harm a right or legitimate interest, its contradiction in the administrative route is appropriate in the form provided for in this Law, so that it is revoked, modified, annulled or its effects are suspended”;
5. That, regarding this, article 207 of the LPAG provides
that administrative resources are reconsideration and appeal, and that their filing must be made within a period of fifteen (15) peremptory days. Complementarily, paragraph 134.1 of article 134 of the LPAG provides that when the deadline is set by days, it will be understood as consecutive business days, excluding from the calculation those non-working days of the service, and the non-working holidays of national or regional order;
6. That, in addition, articles 113 1, 209 2 and 211 3 of the
LPAG establish the requirements that the appeal must meet;
7. That, examining the legal framework indicated above, it
is verified that the appeal filed meets the requirements established by the LPAG, since it was filed within the period of fifteen (15) business days from notification of the administrative act, it is based on issues of pure law and meets the other requirements established by the regulations, so it corresponds to issue an opinion on the grounds thereof;
II. APPEAL
8. That, below, the arguments contained in the APPEAL presented by the
ISSUER are exposed in a succinct form, as well as the evaluation of these; A. Regarding the graduation of the sanction
9. That, the ISSUER indicates its conformity with the analysis
of the criteria referred to the circumstances of the commission of the infractions, the economic damage caused and repercussion in the market; the gravity of the harm to the public interest and/or protected legal good; the illegally resulting benefit from the

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

1. Full names, address and number of National Identity Document or foreigner's ID card of the
   administrated, and if applicable, the quality of representative and of the person whom he represents.
2. The concrete expression of what is requested, the grounds of fact that support it and, when possible,
   the grounds of law.
3. Place, date, signature or digital fingerprint, in case of not knowing how to sign or being impeded.
4. The indication of the organ, the entity or the authority to which it is directed, understood by such, in the
   possible, to the authority of degree closest to the user, according to the hierarchy, with competence to know and resolve it.”
   “Article 209.- Appeal Resource
   The appeal resource will be filed when the challenge is based on different interpretation of the produced proofs or when it concerns issues of pure law, being directed to the same authority that issued the act that is challenged so that it elevates the proceedings to the hierarchical superior.” “Article 211.- Requirements of the resource The writing of the resource must indicate the act from which the appeal is made and will comply with the other requirements provided in article 113 of the present Law.”

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship commission of the infraction; the existence or non-existence of intent in the conduct for each of the imputed infractions; the probability of detection of the infraction; and, precedents and recidivism in the commission of the infractions;
10. That, the ISSUER reiterates that although its error was
consequence of a specific operational lack of coordination of the person in charge of sending the information through the MVNet, it had no intention of non-compliance and that it corrected its error by sending the pending information on the Annual Mandatory General Meeting (hereinafter, AMGM) of March 29, 2023 in a complete and voluntary manner, 16 days after being warned of the error, on days April 14 and 15, 2023. Additionally, the ISSUER requests that it be considered that although it recognizes that it has the four (4) antecedents cited in the RESOLUTION, there are no recidivisms, so this criterion should not be considered with the same aggravating force as if there were a specific repetition of the same infringing behavior; B. On the function of the Securities Market Superintendency - SMV
11. That, the ISSUER refers that when the SMV detects
that an issuer under its supervision has incurred a regulatory infraction, it must exercise its sanctioning power within the framework of the Rule of Law;
12. That, consequently, the ISSUER points out that the SMV
must observe that according to the state's ius puniendi it does not correspond to pursue a punitive end in itself, but to ensure the timely and effective dissemination of the necessary information, with a view to preserving regulatory purposes. Therefore, the ISSUER argues that the SMV must exercise its sanctioning power in strict observance of the principles and guarantees of the administrative sanctioning procedure;

• Principle of reasonableness

13. That, the ISSUER reiterates that the margins of
    discretion with which administrative authorities inevitably act to attend to the safeguarding of the public interests they protect, must be exercised in observance of the principle of reasonableness considering that, in its case, the pecuniary sanction to be graduated comprises a range that ranges between one (1) UIT and twenty-five (25) UIT, as established by the RESOLUTION;
14. That, it also adds that it is necessary for the SMV
    to evaluate the specific context of its non-compliance with the regulations of the securities market; that is, it requests a reasonable appreciation of the facts in relation to who committed them, not only contemplating the facts in the abstract, but “in each case” and taking into account “the particular circumstances of the administrated”;
15. That, on the other hand, the ISSUER requests that
    its voluntary remediation actions and its commitment to clarify and inform the SMV regarding the infractions committed be taken into account; and exhorts to the correct weighing between the legal good transgressed and the sanction to be applied, considering that the Adjunct Superintendency of Market Conduct Supervision (SASCM) has not identified a gravity of harm to the protected public interest, configuring only an affectation to market transparency as a consequence of the non-compliance;
16. That, likewise, the ISSUER reiterates that regarding the
    gravity of the affectation to market transparency generated, it must be considered that the purpose of establishing registration and delivery dates in a capital increase is

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship to guarantee that investors can know with due anticipation the benefits and/or rights derived from it. However, in the concrete case, this purpose has not been violated at any moment since the only shareholder with legal capacity to exercise the preemptive subscription right regarding the capital increase of March 29, 2023, was present and had full knowledge of the agreement, as well as of the days set for the registration and delivery dates of the preemptive subscription certificates;
17. That, the ISSUER refers that the affectation to
market transparency has not had real effects nor generated damages as a consequence of the delay in the communication, since there were no real investors nor potential ones who had need or interest in the communication of the details of the capital increase agreed by the AMGM nor in the registration or delivery dates to decide whether to invest in this or in the issued securities;

• Principle of legitimate trust

18. That, the ISSUER points out that in its Brief of Allegations
    presented before the SASCM it referred that the SMV has the duty to observe, at the time of graduating a sanction, coherence and unity in its previous decisions. This principle of congruence, linked to the equal treatment between administrated and to the legal security that must be ensured by the legal order, is backed by the principle of legitimate trust or predictability, collected in numeral 1.15 of article IV of the Preliminary Title of the LPAG. This principle requires that the actions of the Administrative Authority be congruent with the legitimate expectations of the administrated, which are reasonably generated by the practice and administrative antecedents, unless there are different reasons for it, always that they are explicit in writing;
19. That, the ISSUER reiterates that the RESOLUTION reflects a
    lack of concordance of the SMV with respect to its previous decisions, which not only violates the principle of legitimate trust, but would also be compromising the principles of equality before the law, reasonableness and proportionality that must govern any administrative sanctioning power;
20. That, according to the ISSUER, the various
    pronouncements issued by the SMV allow identifying a line of administrative action that recognizes a cap on the graduation of the sanction to be imposed for the infraction committed, which generates a reasonably founded expectation on which should be the legal response of the SMV in the present administrative sanctioning procedure;
21. That, regarding this, the ISSUER refers that:
    “(..) THE RESOLUTION does not explain what differentiating factors would justify in a congruent manner the imposition of a fine of 6.25 UIT (already reduced by 50% for recognition of responsibility), when in other procedures a choice was made for considerably lower fines or for the delivery of a reprimand in the framework of commission of the same type of infraction. Thus, we reiterate what was stated previously regarding that, in the Superintendent Resolution Adjunct SMV No. 102-2021-SMV/11, a reprimand was imposed on SEDAPAL despite having incurred in an infraction of the same nature and there were antecedents. In that opportunity, the SMV based its decision on the non-existence of economic damage; the absence of repercussion in the market, as SEDAPAL did not trade on the Lima Stock Exchange (“BVL”) with its common stock (SEDAPBC); the lack of illegal benefit; the non-existence of intent; and, the fact that SEDAPAL had a single shareholder, who was also the sole beneficiary of the capital increase. In this way, it is evident that that evaluation can also be applicable to the case of Quálitas, whose shareholding structure is composed of two only shareholders, of which one concentrates 99.99% of the capital and the other was deceased at the date of the AMGM of March 29, 2023, and that Quálitas only lists its shares by normative obligation of the General Law of the financial system, with which its shares also do not trade on the BVL. Likewise, in the Superintendent Resolution Adjunct SMV No. 073- 2024-SMV/11, the SMV imposed a fine of 5 UIT on BBVA for an infraction originated due to an error in accounting for the non-working days to determine the registration and delivery dates corresponding to the decision on distribution of profits of the 2022 fiscal year. In that case, BBVA had more than 8,000 minority shareholders and its shares marked trading on BVL, as stated in the annual reports of the 2022 and 2023 fiscal years of BBVA PERU Bank, thus evidencing a greater risk of affectation to the market and economic damage caused by the potential economic damage that the infraction could have caused to the minority shareholders of BBVA Bank. Nevertheless, even in this case, the fine has been lower than the one imposed on Quálitas in the Resolution, despite the particular circumstances of the present PAS, reiterating that Quálitas has only two (2) shareholders, of which one concentrates 99.99% of the social capital, and the other has passed away. Finally, in the case of Electro Sur Este S.A.A., Superintendent Resolution Adjunct SMV No. 073-2024-SMV/11, a fine of only 2.1 UIT was imposed for having committed the same type of infraction of Quálitas corresponding to the most serious infraction, despite being an open joint-stock company with class “B” shares traded on the BVL and, therefore, with real risk of damage to minority shareholders and harm to the market, even if it was only one (1) day of delay.”
22. That, considering this, the ISSUER requests that the
    SMV re-evaluate its decision regarding the sanction imposed on the light of the principle of legitimate trust, or in its defect, issue an express motivation that justifies the rupture with its own decision line, in the framework of the duty to due procedure that it must guarantee, since it has been evidenced that there are comparable previous cases in which it has been sanctioned with fines of lower amount, despite the factual circumstances evidencing a greater risk of damage to the market and to the investors;
23. That, the ISSUER points out that the damage to the market is
    notoriously lower, due to its represented not trading its shares on the Lima Stock Exchange, that it has a concentrated shareholding structure –in which one of the shareholders owns 99.99% of the social capital and the other had passed away at the moment of the 2023 capital increase, and that no economic affectations nor undue benefits occurred, since there was no one who could have been interested in the capital increase carried out;
    C. EVALUATION OF THE ARGUMENTS EXPOSED
    A. Regarding the graduation of the sanction

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations and amendments. The integrity of the document and authorship
24. That, although the ISSUER manifests its conformity
with the analysis of the sanction criteria developed in the RESOLUTION; it also refers that the administrative authority cannot omit aspects of utmost importance for resolving correctly and corresponds an adequate evaluation of the sanction criteria. For this reason, it is relevant to review the evaluation of the same by the SASCM;
25. That, with respect to the “Antecedents of the
Infactor”, it is verified that the ISSUER has four (04) antecedents of sanction the same that were detailed in the RESOLUTION; and, it must also be mentioned that the referred sanction criterion was analyzed in considering 43 of the RESOLUTION;
26. That, regarding “Recidivism” it must be pointed out that it has been verified that the ISSUER is not included in the
situations that configure a recidivism and it must also be mentioned that the referred sanction criterion was analyzed in considering 44 of the RESOLUTION;
27. That, as to what was stated by the ISSUER about
the “Economic damage and its repercussion in the market”, it must be mentioned that the RESOLUTION has valued this aspect in considering 48, by specifying that it has not been evidenced that the non-compliance of the Issuer have produced a quantifiable damage, understood as an economic damage caused to one or several investors; , indicating additionally that, this does not exclude the existence of an affectation to the transparency of the market, regarding what the criterion “Gravity of the damage to the public interest and/or protected legal good” is occupied (Considering 41 of the RESOLUTION);
28. That, with respect to the “Circumstances of
commission of the infractions”, it corresponds to point out that the ISSUER did not comply with the minimum required deadline from the communication of the material fact (April 14, 2023) to the date determined as the registration date (April 19, 2023), as established in the Regulation on Cut-off, Registration and Delivery Date;
29. That, in what respects what was manifested by the
ISSUER regarding the “Illicit benefit resulting from the commission of the infraction”, it must be indicated that it has not been reached to evidence that the ISSUER has obtained an illicit benefit that is directly related to the infraction object of the appeal, aspect that has also been analyzed in considering 49 of the RESOLUTION;
30. That, regarding what was sustained by the ISSUER regarding
the “Gravity of the damage to the public interest and/or protected legal good”, it must be pointed out that although in the RESOLUTION it is indicated that it has not been evidenced a gravity of the damage to the public interest, the non-compliance of the obligation by the ISSUER to inform the market timely affects the transparency of the market, which is considered a protected legal good. For the above reason, the criteria of economic damage and its repercussion in the market should not be confused with the latter (gravity of the damage to the public interest and/or protected legal good), the first analyzes if any concrete damage occurred or not in the investors, while the second weighs, as has been indicated, the legal good of transparency in the market;
31. That, regarding what was manifested by the ISSUER
about the “Existence or non-existence of intent in the conduct of the infactor”, it must be specified that it has not been evidenced that the ISSUER has acted with intent

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency

SMV
Superintendencia del Mercado de Valores
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship in the commission of the infractions subject to appeal, it being further noted that this circumstance was analyzed in consideration 51 of the RESOLUTION;
32. That, in this sense, it is relevant to point out that, within the framework of the regulation of the Peruvian securities market, the duty of diligence constitutes one of the fundamental obligations falling on issuers whose shares are registered in the stock exchange wheel, as is the case of the appellant;
33. That, the duty of diligence implies that issuers must act with care, prudence and responsibility in their participation in the securities market. In this sense, the issuer must not only formally comply with legal and regulatory obligations, but also adopt internal mechanisms that ensure the timely delivery of the information it communicates to the market, in accordance with the Cut-off Date, Registration and Delivery Regulation;
B. On the function of the SMV
34. That, although it is true that the sanctioning power of the SMV must be exercised within the framework of the Rule of Law, this does not imply that the mere invocation of the principle of reasonableness allows exempting the ISSUER from responsibility when the commission of the infractions subject to evaluation in the present administrative sanctioning procedure has been objectively verified. The purpose of the administrative sanctioning power is not limited solely to prevention, but also to generate adequate incentives to prevent infringing conduct, in safeguarding transparency, integrity and confidence in the securities market;

• Principle of reasonableness

35. That, the arguments formulated by the ISSUER were already analyzed and duly valued in the RESOLUTION, as well as the context in which the non-compliances occurred, concluding that these circumstances do not disprove the configuration of the infractions nor eliminate the corresponding administrative responsibility;
36. That, likewise, the argument regarding the non-existence of serious damage to the public interest was also expressly analyzed in the RESOLUTION, specifying that the affectation to the principle of transparency constitutes a sufficient violation for the imposition of a sanction; a position that this Office shares;

• Principle of legitimate trust

37. That, the cases mentioned by the ISSUER have characteristics different from those of the present procedure and in view of this, the sanctions imposed in such cases respond to their particularities, such as, number of sanction records, number of days it took to comply with the obligation to inform and/or present the information required by the regulations, nature and number of sanctioned infractions, among others. For this reason, what is alleged by the appellant is not correct and there has been no violation of the principle of legitimate trust;
38. That, in the present administrative sanctioning procedure, the SMV has observed the principle of predictability, guaranteeing legal certainty, legitimate trust and equitable treatment provided for in Article IV, numeral 1.15 of the LPAG. The entity imposed the sanction applying the sanction criteria previously established, in the current regulations, the appellant's appreciation being incorrect;
39. That, likewise, the decisions adopted were duly motivated, clearly exposing the reasons that support both the determination of the infraction and the graduation of the sanction;
40. That, in this line, it corresponds to specify that in the present sanctioning procedure, the SASCM in application of the principle of reasonableness and proportionality, imposed a sanction corresponding to a classification lower than that provided for serious infractions, according to what is stated in Article 6, third paragraph of the SANCTIONS REGULATION 4. That is, a fine corresponding to minor infractions was applied, which corresponds to an amount not less than one (1) UIT nor greater than twenty-five (25) UIT according to Article 30 of the SANCTIONS REGULATION 5;
41. That, evaluating the sanction criteria and the arguments exposed by the ISSUER, it is concluded that the foundations of the RESOLUTION have not been disproven; consequently, it corresponds to declare the appeal filed unfounded; and,
    Being in accordance with what is provided in numeral 26 of Article 12 of the Organization and Functions Regulation of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments; RESOLVES:
    Article 1°.- Declare unfounded the appeal filed by QUALITAS COMPAÑÍA DE SEGUROS S.A. against Superintendent Adjunct Resolution SMV No. 030-2025-SMV/11.
    Article 2°.- Consider the administrative route exhausted.
    Article 3°.- Transcribe this Resolution to QUALITAS COMPAÑÍA DE SEGUROS S.A.
    Article 4°.- Order the dissemination of this resolution on the Institutional Page of the Securities Market Superintendence on

4 Article 6.- CRITERIA AND MITIGATING FACTORS TO CONSIDER FOR THE IMPOSITION OF SANCTIONS The administrative sanctions imposed must take into account the criteria established in Article 348° of the Law or Article 7° of Decree Law No. 21907 on Collective Fund Administration Companies, as applicable; and numeral 3 of Article 230° of the Procedural Law. Likewise, the voluntary declaration of the commission of the infraction, the contribution of the offender to its clarification and the mitigating factors of responsibility established in Article 236°-A of the Procedural Law will be taken into account. When the evaluation of the aforementioned criteria and mitigating factors allows concluding that there is no proportionality between the sanction to be imposed and the imputed facts, by exception and through a reasoned resolution, a sanction corresponding to a classification lower than that provided for can be imposed

Article 30.- SANCTIONS FOR MINOR INFRACTIONS
For the commission of minor infractions, one of the following sanctions is imposed on the offender:
a) Admonition; or, b) Fine not less than one (1) UIT nor greater than twenty-five (25) UIT;

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Electronically signed document under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship on the Digital Single Platform of the Peruvian State (www.gob.pe/smv). Register, communicate and publish. Zósimo Juan Pichihua Serna Superintendent of the Securities Market