The Bylaws of Compañía de Minas Buenaventura S.A.A.:
One: The name of the Company is "Compañía de Minas Buenaventura S.A.A.," and may carry out activities under the name of Buenaventura S.A.A.
Two: The Company’s principal place of business is in the city of Lima, Peru, but it may establish branches or agencies in the territory of the Republic of Peru or elsewhere, by resolution of the Board of Directors.
Three: The purpose of the Company is to engage in the exploitation of the mines and mining plants it owns; file mining claims, request mining concessions; purchase, procure, lease, or enter into agreements for the exploration or exploitation of all types of mining rights; participate in the incorporation of mining companies of any type; enter into agreements for the joint exploration or exploitation of mining rights; and enter into any and all types of mining deals.
To perform its specific purposes and achieve its corporate purpose, the Company may enter into any and all types of contracts permitted by law, such as agreements for purchase, sale, industrialization, import, and export; act as an agent, commission agent, representative, or agree to all types of companies; and procure the real properties necessary for the development of its corporate purposes. The Company shall have a permanent independent auditor.
Four: The Company shall have perpetual existence. It commenced its activities on January 1, 1953.
Five: The Company’s capital stock amounts to S/ 2,748,899,240 (Two Billion, Seven Hundred Forty-Eight Million, Eight Hundred Ninety-Nine Thousand, Two Hundred Forty Soles) fully subscribed and paid-up, represented by 274,889,924 (Two Hundred Seventy-Four Million, Eight Hundred Eighty-Nine Thousand, Nine Hundred Twenty-Four) common shares, with a par value of S/ 10 each, numbered from 001 to 274,889,924.
The Investment Stock Account amounts to S/ 7,446,400 (Seven Million, Four Hundred Forty-Six Thousand, Four Hundred Soles) fully subscribed and paid up, represented by 744,640 (Seven Hundred Forty-Four Thousand, Six Hundred Forty) investment stock, numbered from 001 to 744,640, with a par value of S/ 10 each.
Six: The common shares are nominative. Each share grants the right to one (1) vote, is indivisible, and can be represented by one (1) person only.
The shares are represented by titles, which shall be detached from a receipt book, except for those book-entry shares that are registered with a securities clearing and settlement service.
A single title may represent one or more shares held by the same holder. As such, if multiple persons are holders of a single share, they shall appoint a common representative. The certificates may be granted, at the decision of the shareholders, for all of the shares that belong to them or for the number into which they intend to divide them.
The Company may issue provisional share certificates, except in the case of book-entry shares, which may be provisionally entered in the books of the respective securities clearing and settlement service.
Investment stock shall be in registered form, in accordance with the requirements established by law, and do not grant the right to representation at the Shareholders’ Meeting.
Investment stock grants their holders the right to participate in the dividends to be distributed, in accordance with their par value, just like those shares of stock. Investment stock may be freely transferred.
Common shares grant their holders the right to request the issuing of American Depositary Receipts (ADRs) under the rules of the United States Security and Exchange Commission (“SEC”) in accordance with the contracts into which the Company has entered. The holders of ADRs shall comply with the rules and obligations established by the SEC.
Seven: Share titles shall include the following information:
a. The Company’s name, its principal place of business, existence, the date on which the Certificate of Incorporation was entered into the Notarial Record Book, and the name of the pertinent Notary Public. b. The amount of the capital stock and the par value of each share. c. The shares represented by the title, its sequential number, the series to which it belongs, and its registered form. d. The amount disbursed or the indication that they are fully paid-up. e. The information pertaining to the Company’s registration in the Registry of Mines, as applicable. f. The issue date. g. The shareholder’s name. The share titles shall be signed by two (2) Directors.
The share titles shall be signed by two (2) Directors.
Eight: Common shares shall be registered in the Share Register, authenticated pursuant to Law, which shall be used to note the successive creation, issuing, subscription, transfer, exchange, and/or splitting of shares, as well as the creation of rights and encumbrances thereover, and the agreements among shareholders or between shareholders and third parties pertaining to the shares or entered into for the purpose of exercising the rights inherent thereto.
The Share Register shall be kept on loose sheets of paper, duly authenticated.
Investment stock shall be registered in the Investment Share Register, with the information required by law.
The transfer of common and investment stock may take place in any of the forms permitted by law, but shall only enter into force with regard to the Company after the date on which the Company registers such transfer in the respective Share Register, without giving the new holder the right to file any claim whatsoever based on any agreement, acts, dividends declared, or contracts entered into prior to that date.
The acts referred to in the second paragraph of the preceding article shall be notified in writing to the Company for the entry thereof in the Share Register.
Nine: The Company shall consider the holder of the share to be the person registered as such in the Share Register.
Ten: Common shares grant their legitimate holders the status of partner and vest in them the right to:
a. Participate in the sharing of profits and the equity resulting from liquidation. b. Participate and vote in Shareholders’ Meetings. c. Oversee the management of corporate affairs, in the form provided by law and the Bylaws.. d. Enjoy right of first refusal for the subscription of shares, in the event of an increase of capital. e. Withdraw from the Company in those cases provided for by law.
Eleven: The mere possession of a common share involves, as a matter of law, the submission to the provisions of the Bylaws, as well as the resolutions of the Shareholders’ Meetings and Board of Directors’ Meetings.
Twelve: The Company shall be run by: a. The Shareholders’ Meeting; b. the Board of Directors; and c. the Management.
Thirteen: The Shareholders’ Meeting is the supreme body of the Company, and consists of all the shareholders who, in accordance with the law and the Bylaws, have the right to participate therein. All of the shareholders, including those in dissent and those who have not participated in the Meeting, are subject to the resolutions of the Shareholders’ Meeting adopted therein.
Fourteen: The Shareholders’ Meeting shall be held at the offices of the Company in the city of Lima. The Meeting may only address those matters indicated in the summons, except in those cases set forth in Article Twenty herein.
The Annual Shareholders’ Meeting shall necessarily be held within three (3) months following the end of each annual fiscal year. The Board of Directors is obligated to issue the summons within said period.
The Regular Shareholders’ Meeting may be held at any time, including simultaneously with the Annual Shareholders’ Meeting.
Fifteen: The Annual Shareholders’ Meeting shall have the power to:
a. Approve or disapprove the Company’s performance and financial statements. b. Order the application of any profits, where applicable. c. Appoint the independent auditors, who must be certified public accountants. d. Regularly elect the members of the Board of Directors. e. Address all other matters under its competence, in accordance with the Bylaws, and those under the competence of the Regular Shareholders’ Meeting, provided they are indicated in the summons and the required quorum is present. f. Appoint the independent auditors, or delegate the power to appoint them to the Board of Directors, as applicable.
Sixteen: The Regular Shareholders’ Meeting shall have the power to:
a. Remove the members of the Board of Directors and appoint its new members. b. Amend the Bylaws. c. Increase or reduce the capital stock. d. Issue obligations with the requirements and within the limitations provided by law. e. Resolve on the sale, in a single act, of assets whose book value exceeds 50% of the Company’s capital stock. f. Order investigations, audits, and stocktaking. g. Transform, merge, wind up, and liquidate the Company. h. Hear any other matter involving the corporate interest and resolve on those cases in which its participation is established by law, as well as addressing any other matter indicated in the summons to meeting.
Seventeen: The Board of Directors shall send the summons to the Shareholder’s Meeting whenever it deems it advisable to the corporate interests or when so required, via notary channels, by shareholders representing at least 5% of the subscribed shares with voting rights. This right shall be exercised in accordance with the rules established in the Business Corporations Act.
In this case, the summons shall be published in accordance with the provisions set forth in Article Nineteen herein.
Eighteen: The Shareholders’ Meeting shall be called by the Board of Directors through a notice containing the date, time, and place of the meeting, as well as the matters to be addressed, in one of the most widely circulated newspapers in Lima and in the Official Gazette “El Peruano.” The notice shall be published no less than twenty-five (25) calendar days in advance for either the Annual Shareholders’ Meeting or the Regular Shareholders’ Meeting.
The summons must indicate the dates on which the subsequent adjourned Shareholders’ Meetings will be held, if applicable. No less than three (3) and no more than ten (10) days shall pass between the originally called meeting and the adjourned meetings.
If the originally called Shareholders’ Meeting, duly called to order, is not held, and the subsequent adjourned meetings were not published in a single notice, pursuant to the preceding paragraph, said adjourned meetings shall be notified with the same publication requirements as the originally called meeting, indicating the respective number of the summons, within ten (10) days following the date of the meeting not held, and at least three (3) days before the date of the following adjourned meeting.
The subsequent adjourned Shareholders’ Meetings shall be held within thirty (30) days of the originally called meeting.
Nineteen: Notwithstanding the provisions set forth in the preceding articles, the Shareholders’ Meeting shall be understood as duly called to order and declared open with the presence of shareholders representing the entirety of the subscribed shares with voting rights, provided they unanimously agree to hold the Meeting and address the matters proposed therein.
Twenty: When there are different classes of shares, the resolutions of the Shareholders’ Meeting that affect the rights of any such classes shall be approved in a separate session by the Special Shareholders’ Meeting of the affected class of shareholders.
The Special Shareholders’ Meeting shall be governed by the provisions of the Shareholders’ Meeting, as applicable, including the provisions on the quorum and the majority vote, in those cases provided for in Article Sixteen herein.
Twenty-One: The holders of shares with voting rights that are registered in their name in the Share Register, no less than ten (10) days before a meeting is held, shall have the right to attend the Shareholders’ Meeting and exercise their rights.
At the invitation of the Shareholders’ Meeting, the directors and managers of the Company who are not shareholders may attend the meeting, with the right to speak but not to vote.
The professional and technicians rendering services to the Company and other persons with an interest in the successful management of corporate affairs may be invited under the same conditions.
Twenty-Two: All shareholders with the right to participate in the Shareholders’ Meetings may cause themselves to be represented by another person.
Such representation shall be established in writing, especially for each Shareholders’ Meeting, except in the case of powers-of-attorney granted by virtue of a notarially recorded instrument.
Powers-of-attorney shall be registered with the Company no less than twenty-four (24) hours before the date and time established for the Shareholders’ Meeting.
Representation in the Shareholders’ Meeting is revocable. The personal attendance of the principal at the Shareholders’ Meeting shall result in the revocation of the power-of-attorney granted, in the case of special powers-of-attorney; and the suspension thereof, for that particular occasion, in the case of powers-of-attorney granted by virtue of notarially recorded instruments. The provisions established in this paragraph shall not apply in the case of irrevocable powers-of-attorney, express agreements, or other cases permitted by law.
Twenty-Three: As from the date of publication of the summons, the documents, motions, and draft proposals related to the purpose of the Shareholders’ Meeting shall be made available to the shareholders at the Company’s offices, or at the premises where the Shareholders’ Meeting will be held, during the Company’s business hours.
The shareholders may request—prior to the Shareholders’ Meeting or during the course thereof—the reports or clarifications they deem necessary with regard to the matters included in the summons. The Board of Directors is obligated to provide them with such reports or clarifications, except in those cases in which it deems that the dissemination of the requested information may harm the corporate interests. This exception is inadmissible when the request is made by shareholders present at the Meeting who represent no less than 25% of the subscribed shares with voting rights.
Twenty-Four: The originally called Shareholders’ Meeting shall be duly called to order, with the exceptions established in the following article, when at least 50% of the subscribed shares with voting rights are represented.
At the adjourned meeting, the attendance of any number of subscribed shares with voting rights shall suffice.
The Meeting may be held even if the shares represented therein belong to a single shareholder.
Resolutions shall be adopted with the favorable vote of the majority of subscribed shares with voting rights represented at the Meeting.
Twenty-Five: To hold a Shareholders’ Meeting to address an increase or decrease of capital; the issuing of obligations; the transformation, merger, or winding up of the Company; and all and any amendment to the Bylaws, at least 50% of the subscribed shares with voting rights must be represented. At an adjourned meeting, the attendance of at least 25% of the subscribed shares with voting rights shall be required. In the event that this quorum is not met, another adjourned Shareholders’ Meeting shall be held with the attendance of any number of subscribed shares with voting rights.
Resolutions shall be adopted, in all cases, by the majority of subscribed shares with voting rights represented at the Meeting.
To hold a Shareholders’ Meeting to address the removal of the Board of Directors, the attendance of at least 75% of the subscribed shares with voting rights shall be necessary; and at least 70% of the subscribed shares with voting rights at an adjourned meeting. In all cases, the resolution of removal requires the favorable vote of no less than two-thirds (2/3) of the shares with voting rights.
The Shareholders’ Meeting cannot approve, in the same meeting, the amendment of the penultimate paragraph of this Article and the removal of the Board of Directors. In the event of the amendment of the aforementioned paragraph of this article, any Shareholders’ Meeting to address the removal of the Board of Directors may only be called after the Shareholders’ Meeting that approved the amendment has been held.
Twenty-Six: The required quorum is counted and established at the start of the Meeting. Once the quorum has been verified, the Chairman shall call the Meeting to order.
In those Shareholders’ Meetings called to address matters that, in accordance with the law or the Bylaws, require the attendance of a specific number of shares, when expressly requested by a shareholder and placed on record when drawing up the list of attendees, the shares of such shareholder shall not be counted in establishing the quorum required to address any of the matters referred to in Article Twenty-Five hereof.
The shares of those shareholders who enter the Meeting after it has been called to order shall not be counted in establishing the quorum, although the right to vote derived from such shares may be exercised.
Twenty-Seven: The Shareholders’ Meeting shall be presided over by the Chairman of the Board with the Manager acting as Secretary. In case of the absence or impediment thereof, such duties shall be performed by the attendees appointed by the Meeting itself.
Twenty-Eight: The minutes of each Meeting shall indicate the place, date, and time thereof, as well as whether it is an originally called meeting or any of the subsequent adjourned meetings ; the names of the shareholders present, or those representing them; the number and class of shares they hold; the name of the persons who acted as Chairman and Secretary; the dates and newspapers in which the summons to meeting were published; the form and results of the voting; and the resolutions adopted.
The foregoing requirements that are included in the list of attendees may be omitted in the event that said list forms part of the minutes.
Shareholders in attendance or their representatives and those persons with the right to attend the Shareholders’ Meeting shall have the power to request that the substance of their intervention and any votes they have cast be placed on record.
The minutes, including a summary of the interventions referred to in the preceding paragraph, shall be drafted by the Secretary within five (5) days following the date on which the Shareholders’ Meeting is held.
When the minutes are approved in the same Meeting, they shall contain records of said approval and be signed, at a minimum, by the Chairman, the Secretary, and one (1) shareholder appointed for such purpose.
When the minutes are not approved in the same Meeting, no fewer than two (2) shareholders shall be appointed so that they may—acting together with the Chairman and the Secretary—review them and approve them. The minutes shall be approved and signed within ten (10) days following the date on which the Meeting was held and made available to those shareholders or their representatives who were in attendance, who may place on record any objections or disagreements via notarized letter.
In the case of Shareholders’ Meetings at which all shareholders are present or represented and agree to address the proposed matters, the minutes must be signed by all of the shareholders in attendance, except in the event that they have signed the attendance list and said list indicates the number of shares they hold and the different matters to be addressed in the Meeting. In such case, it shall be sufficient for the minutes to be signed by the Chairman, the Secretary, and one (1) shareholder appointed for such purpose, and the attendance list shall be considered an integral and inseparable part of the minutes.
Any shareholder attending the Shareholders’ Meeting shall have the right to sign the minutes. The minutes shall be considered a binding legal document following their approval.
Twenty-Nine: The Board of Directors is appointed by the Shareholders’ Meeting. It is not necessary to be a shareholder in order to be a Director. The Board of Directors may be removed at any time by the Shareholders’ Meeting, in the form established in the penultimate paragraph of Article Twenty-Five of the Bylaws. The Board of Directors shall consist of seven (7) members.
Thirty: The term of office of the Directors is three (3) years. The Directors may be reelected indefinitely.
The Board of Directors shall receive a remuneration of no more than 4% of the profits obtained in each annual fiscal year, after deducting profit sharing, taxes, reinvestment of profits with tax benefits, and the legal reserve, the amount of which shall be subject to ratification by the Annual Shareholders’ Meeting, upon approving the balance sheet, taxes, reinvestment of profits with tax benefits, and the legal reserve.
Thirty-One: Those Directors who represent common shares shall be elected as follows: in the election of the Board of Directors, each share gives the right to as many votes as there are Directors to be elected; and shareholders may accumulate their votes in favor of a single Director, or divide them among several. If the election of the Directors is by a unanimous vote, this rule shall not apply.
Thirty-Two: The term of office of the Board of Directors shall end following the Shareholders’ resolution on the balance sheet for the previous fiscal year, but the Directors shall remain in their position, even if their period has concluded, until a new election has taken place and the Directors elected agree to the position.
Thirty-Three: The Board of Directors shall elect a Chairman from among its members. The quorum of the Board of Directors shall be one half plus one of its members. If the number of Directors is uneven, the quorum shall be the whole number immediately greater than half thereof.
The Board of Directors may hold remote meetings, via written, electronic, or other means that allow for communication and guarantee the authenticity of all resolutions. Any Director may oppose the use of this procedure and demand that an in-person meeting be held.
Each Director has one (1) vote. The resolutions of the Board of Directors shall be adopted by the majority of votes of the Directors in attendance. In the event of a tie, the Chairman shall have the casting vote.
Thirty-Four: The office of Director shall be vacated in case of:
b. Resignation or removal
c. Illness that renders the Directors permanently unable to perform their duties
d. In all those cases of ineligibility or impossibility established in the provisions of Section 161 of the Business Corporations Act.
Thirty-Five: The Board of Directors shall meet whenever called by the Chairman, or when so requested by another Director or the Manager. The summons shall be performed via notices. Notwithstanding the foregoing, the Board of Directors’ Meeting shall be understood as duly called to order and validly established in the event that all of the Directors are present and they unanimously agree to hold the meeting in order to address the matters proposed for such purpose.
Thirty-Six: The Board of Directors’ Meetings held and the resolutions adopted therein shall be placed on record in minutes kept on loose sheets, authenticated and numbered, which shall be kept using a mechanized system in accordance with law, binding them in notebooks of 100 pages each. The minutes shall be signed by the Chairman and the Secretary. Any other Directors who expressly declare their intention to sign may also do so.
The minutes shall contain the resolutions adopted in the Meeting and all other requirements established by law.
Thirty-Seven: The Board of Directors shall have all the powers of legal representation and management necessary for the administration of the Company, in accordance with its corporate purpose, with the sole exception of those matters for which the Shareholders’ Meeting is competent, in accordance with the law or the Bylaws.
In light of the foregoing, the Board of Directors shall have the following powers, among others:
a. Regulate its own functioning; submit the Annual Report and Financial Statements to the Shareholders’ Meeting; and establish the amount of profits to be reinvested each fiscal year, as applicable.
b. Accept the resignation of its members and order the removal thereof in the form provided for in the Bylaws.
c. Appoint and remove the Manager, and—at the Manager’s suggestion—all other senior technical officers with high levels of responsibility and high salaries, determining their obligations and remunerations, and granting powers with the faculties they deem appropriate.
Likewise, appoint the representatives, advisors, commission agents, and bankers required by the Company.
d. Create the branches, agencies, or departments they deem necessary.
e. Enter into contracts and commitments of any and all kinds; negotiate any and all types of deals; submit controversial issues to arbitration; purchase, sell, or encumber real and personal properties, especially mining rights, whether mining claims, petitions, and/or concessions; give or take in lease, whether financial or non-financial. In the case of mining rights, give or receive them in assignment, whether for exploration and/or exploitation, and give or take them on gratuitous bailment; lease or sublease, as lessor or lessee, any and all types of assets and properties; grant and revoke sureties; and, in general, anything they deem necessary and advisable for the performance of the corporate purposes.
f. Grant the powers they deem necessary.
g. Decide on the initiation, continuation, or abandonment and/or processing of judicial proceedings.
h. Agree to and verify the credit transactions they deem suitable, with or without collateral; draft, endorse, protest, and discount bills, checks, sureties, and promissory notes; open credit accounts, with or without collateral; grant receipts and acquittances; establish guarantees; endorse bills of lading; and, in general, perform any and all types of credit and banking transactions.
i. Appear before all types of authorities; file all types of petitions for mining and water concessions; register and acquire trademarks; obtain patents; and purchase and sell existing patents.
j. Permanently delegate some of the powers of the Board of Directors or appoint those persons who shall exercise them.
The Board of Directors may not delegate the accountability for and presentation of the balance sheet to the Shareholders’ Meeting, nor the powers delegated to the Board by said Meeting, except where expressly authorized to do so by the Shareholders’ Meeting.
Thirty-Eight: The Board of Directors shall appoint the Managers. One of the Directors may be appointed to such position, in which case this Director shall have the title of Managing Director, with the rights and powers corresponding to both positions. When the Managers are not a Director, they shall have the right to speak, but not to vote, at the Board of Directors’ Meetings.
The Manager is the one who enforces the Board of Directors’ resolutions, and is therefore vested with the powers of judicial and administrative representation of the Company.
Thirty-Nine: Without prejudice to those powers granted, in all cases, by the Board of Directors to the Manager, the principal faculties and duties of this officer shall be as follows:
a. Oversee the Company’s operations
b. Represent the Company in and out of court, subject to the limitations established in the Bylaws and the powers-of-attorney granted by the Board of Directors, in each particular case.
When representing the Company in court, the Manager shall have the general and special powers of mandate provided for in Sections 74 and 75 of the Code of Civil Procedure.
c. Organize the internal administration of the Company.
d. Examine the books, records, documents, and operations of the office and give the necessary instructions for its proper functioning.
e. Render accounts to the Board of Directors regarding the conditions and progress of the Company’s business and operations, as well as the collections, investments, and available funds.
f. Send and receive the Company’s correspondence and ensure that the accounts are kept up-to-date.
g. Submit to the Board of Directors, in due time, the balance sheet for each year and the elements required to prepare the Annual Report that must be submitted for the consideration of the Shareholders’ Meeting.
h. Order payments and collections.
i. Exercise all those powers that are compatible with the duties the Manager performs and with the provisions set forth by law and in the Bylaws, as well as comply with the tasks entrusted to said Manager, in each case, by the Board of Directors.
Forty: The Board of Directors, within a maximum term of eighty (80) days commencing at the end of the corporate fiscal year, shall be obligated to prepare—in accordance with the provisions established by law—the financial statements, the proposal for the distribution of profits, and the Annual Report. The corporate fiscal year shall be the same as the calendar year.
Forty-One: The financial statements shall be prepared and presented in accordance with the applicable legal provisions, as well as the generally accepted accounting principles in the Republic of Peru.
As from the date following the publication of the summons to the Shareholders’ Meeting, any shareholder may obtain copies of the documents referred to in the preceding Article from the Company’s offices, free of charge, without prejudice to the responsibility to inform the shareholders of the number, par value, percentage, shareholding structure, and rights corresponding to the shares they hold.
Forty-Two: Dividends may only be declared based on profits actually obtained or freely available cash reserves, provided the value of the assets is not less than the capital stock.
Forty-Three: The final distribution of profits shall be carried out in the form and on the occasions determined by the Shareholders’ Meeting, subject to the provisions established in Sections 230 through 233 of the Business Corporations Act.
Forty-Four: The Company shall proceed with its winding-up when so resolved by the Shareholders’ Meeting called for such purpose. The wound-up Company shall continue to have corporate existence while the liquidation is performed.
The Company’s liquidator shall be a council made up of five (5) members, who shall be appointed by and which will function in the form and with the powers set forth in the Bylaws for the Board of Directors.
To the extent applicable, the Shareholders’ Meeting shall continue functioning in accordance with the provisions set forth in the Bylaws and the applicable provisions of the Business Corporations Act.
Forty-Five: In all matters not provided for in the Bylaws, the Company shall be governed by the provisions of the Business Corporations Act.
Forty-Six: All disagreements or disputes between the shareholders and the Company that may arise in relation to the Bylaws, including their nullity or ineffectiveness, shall be settled by a final or conclusive ruling, in accordance with the conciliation and arbitration regulations of the National and International Arbitration Center of the Lima Chamber of Commerce, which is binding to the Parties.