1.
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To convene a general shareholders meeting to be held on first call on November 6, 2018, at 10:30 hours; on second call on November 12, 2018, at 10:30 hours; and on third call on November 16, 2018, at 10:30 hours, in all cases, at the corporate address of the Company located at Av. Petit Thouars No. 4957, Miraflores, Lima, to discuss the following agenda:
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a.
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Capital increase due to cash funds flows and, consequently, amendment of the Company’s bylaws.
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b.
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Preemptive rights, pursuant to the provisions set forth in the Peruvian law.
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c.
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Private placement by the Company, of the common shares not subscribed after the aforesaid preemptive right process set forth by the Peruvian law.
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d.
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Delegation and granting of powers of attorney to formalize the resolutions of the general shareholders meeting.
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2.
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To request that the shareholders meeting approve the use of the funds from the capital increase to strength the balance sheet of the Company and/or its subsidiaries.
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3.
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To request that the shareholders meeting approve that the capital increase shall not exceed the issuance of 211,864,407 (Two hundred eleven million eight hundred sixty-four thousand four hundred seven) new common shares with voting right of the Company; and that the purchase price per common share in the issuance of the preemptive rights and the private placement shall not be less than US$ 0.6136 (Zero and 6136/10000 Dollars of the United States of America).
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4.
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To request that the shareholders meeting approve the delegation to the Board of Directors of the power, subject to point 3 above, to: (i) determine the purchase price per share for purposes of the issuance of the preemptive rights and the private placement; (ii) determine the terms and conditions for the granting of the preemptive rights pursuant to applicable law, including the record and delivery dates and the period during which the corresponding certificates of such rights may be traded; (iii) determine the exchange rate for the conversion of any amounts from Dollars of the United States of America to Peruvian Soles, considering market information; (iv) determine the form of issuance of the common shares to be issued, as permitted by applicable law, and determine if provisional shares certificates will be issued; (v) determine the amount of the capital increase; (vi) determine the terms of the private placement and the sale of the common shares in connection therewith; (vii) determine the new wording of Article 5 of the corporate bylaws, to reflect the results of the preemptive rights process and the private placement; and (viii) delegate to management the power to approve any the terms and conditions of the capital increase and the private placement without further consent from the Board of Directors or the general shareholders meeting; and (ix) approve, determine or execute any other ancillary act that may be deemed to be convenient or necessary in order to conduct and consummate the capital increase and the private placement without further consent from the shareholders meeting.
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5.
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To inform the shareholders meeting that the preemptive rights to subscribe for common shares of the Company issuable in connection with the capital increase to be approved, as well as the common shares issuable upon the exercise of such preemptive rights, have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction outside of Peru.
And that, therefore, such preemptive rights are being made available pursuant to applicable Peruvian law only in Peru and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in, into or within the United States under applicable U.S. securities laws or other jurisdictions where prohibited. The common shares issuable upon exercise of such rights may not be offered, sold or subscribed for, directly or indirectly, except in a transaction that is exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended.
This communication is not an offer to sell or a solicitation of an offer to buy any securities in the United States or to U.S. persons.
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a)
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That a capital increase is made and to use the funds from said capital increase to strength the balance sheet of the Company and/or its subsidiaries
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b)
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That the capital increase shall not exceed the issuance of 211,864,407 (Two hundred eleven million eight hundred sixty-four thousand four hundred seven) new common shares with voting right of the Company; and that the purchase price per common share in the issuance of the preemptive rights and the private placement shall not be less than US$ 0.6136 (Zero and 6136/10000 Dollars of the United States of America).
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c)
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To delegate to the Board of Directors (“Board”) the power to determine the purchase price per share, following terms of paragraph b) above.
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d)
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To delegate to the Board the power to determine the terms and conditions for the granting of the preemptive rights pursuant to applicable law, including the record and delivery dates and the period during which the corresponding certificates of such rights may be traded.
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e)
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To delegate to the Board the power to determine the exchange rate for the conversion of the capital increase amounts from Dollars of the United States of America to Peruvian Soles, considering market information.
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f)
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To delegate to the Board the power to determine the form of issuance of the common shares to be issued as a consequence of the capital increase as permitted by applicable law and whether to issue provisional certificates.
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g)
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To delegate to the Board the power to determine the amount of the capital increase, after the preemptive rights process and the eventual private placement of unsubscribed common shares, according to what it is proposed in Motion No. 3.
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h)
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To delegate to the Board the power to determine the new wording of the Article 5 of the corporate bylaws, to reflect the results of the preemptive rights process and the eventual private placement of unsubscribed common shares, according to what it is proposed in Motion No. 3.
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i)
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To delegate to the Board of Directors, and authorize such corporate body to delegate to the management, any other authority or power of attorney that may be deemed to be convenient or necessary in order to conduct and consummate the capital increase without further consent from the general shareholders meeting.
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(i)
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Increase the capital to fund cash flows, on the terms suggested by the Board of Directors; and,
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(ii)
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Delegate in the Board of Directors sufficient powers of attorney to, subject to the suggestions described from a) to i) above: (a) determine the purchase price per share; (b) determine the terms and conditions for the granting of the preemptive rights pursuant to applicable law, including the record and delivery dates and the period during which the corresponding certificates of such rights may be traded; (c) determine the exchange rate for the conversion of the capital increase amounts from of the Dollars United States of America to Peruvian Soles, considering market information; (d) determine the form of issuance of the common shares to be issued, as permitted by applicable law and whether to issue provisional shares certificates; (e) determine the amount of the capital increase, after the preemptive rights process and the eventual private placement of unsubscribed common shares, and the terms of the private placement, according to what it is proposed in Motion No. 3; (f) determine the new wording of Article 5 of the corporate bylaws, to reflect the results of the preemptive rights process and the eventual private placement of unsubscribed common shares, according to what it is proposed in Motion No. 3; and (g) approve, determine or execute, and delegate to the management the faculties to approve, determine or execute, any other ancillary act that may be deemed to be convenient or necessary in order to conduct and consummate the capital increase without further consent from the general shareholders meeting.
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(i)
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That the preemptive rights shall be executed in two legal rounds, in the terms set forth by the Peruvian Companies Law, Law No. 26887, the Peruvian Securities Market Law, unified and restated text approved by Supreme Decree No. 093-2002-EF, and the Peruvian Securities Law, Law No. 27287 and those set forth in Motion No. 1; and,
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(ii)
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That the Preemptive Rights to subscribe for common shares of the Company issuable in connection with the capital increase, as well as the common shares issuable upon the exercise of such preemptive rights, are issued in order to comply with a mandate included in the aforementioned Peruvian laws and will not be registered nor offered in the United States of America or to Persons of the United States of America, in accordance with the terms set forth by the Board of Directors.
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(i)
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That common shares that remain unsubscribed after the legal rounds set forth by Peruvian law, are subject to private placement by the Company; and,
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(ii)
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To delegate to the Board of Directors the power to: (a) to determine the terms and conditions of the private placement and its negotiation, including the purchase price per share (which shall be equal or higher than the placement price for the preemptive rights, as described in paragraph b) of Motion No. 1); (b) to determine the exchange rate for the conversion of any amounts from Dollars of the United States of America to Peruvian Soles, considering market information; (c) to determine the form of issuance of the common shares to be issued as part of the private placement, as permitted by applicable law and whether to issue provisional shares certificates; (d) approve, determine or execute, and authorize such corporate body to delegate to the management the faculties to approve, determine or execute, any other ancillary act that may be deemed to be convenient or necessary in order to conduct and consummate the private placement without further consent from the general shareholders meeting.
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