[Last updated: 1 January 2025, unless otherwise noted]

4.1 Types of public takeover bid

Peruvian securities regulations include mandatory takeover rules applicable to the acquisition of a substantial interest in a company that has at least a class of shares with voting rights registered with the SMV (a "Target Company"). The Securities Market Law and the Tender Offer Regulations require any person, who directly or indirectly acquires in one or a series of transactions a substantial interest in a Target Company to launch a tender offer (Oferta Pública de Adquisición) (a "Mandatory Tender Offer"). In addition, a person who directly intends to acquire in a substantial interest in one or a series of transactions is also required to launch a Mandatory Tender Offer prior to acquiring the substantial interest, unless such person acquires the substantial interest (i) indirectly, (ii) in a public secondary offering of securities, (iii) in a single transaction, or (iv) in no more than a series of four consecutive transactions in a period of three consecutive years. Any tender offer launched prior to acquiring a substantial interest so long as you do not fall in the situations described in items (i), (iii) or (iv) is referred to herein as a "Voluntary Tender Offer".

Except for Voluntary Tender Offers and cases where the Mandatory Tender Offer is launched prior to acquiring substantial interest in a Target Company, the tender offer is required to be launched at the earlier to occur of (i) six months from the date on which the requirement to launch the tender offer is triggered, i.e., the date on which the substantial interest is acquired, and (ii) five trading days from the date the valuation entity files the valuation report referred to below (the "Valuation Report").

This mandatory procedure has the effect of alerting other shareholders of the Target Company and the market that a person or a group of persons acting in concert has acquired a significant percentage of the Target Company's voting shares, and gives them the opportunity to sell their voting shares at the price offered by the offeror. The offeror is required to launch a tender offer unless: (i) shareholders representing 100% of the voting rights give consent in writing to transfer all or part of the common shares to the offeror; (ii) voting shares are acquired by a depositary in order to subsequently issue ADRs, ADSs or similar securities; or (iii) voting shares are acquired by means of exercising pre-emptive rights.

4.2 Number of securities

Except for Voluntary Tender Offers and cases where the Mandatory Tender Offer is launched prior to acquiring substantial interest in a Target Company, Mandatory Tender Offers must be launched for at least the number of shares resulting from the following formula:

[x/y] x [1-z] = minimum number of shares to be tendered

Where:

x = Percentage of securities acquired in the Target Company over the last three years.

y = Percentage of securities owned by third parties before the transaction(s) which triggered the tender offer.

z = Percentage of securities owned after the transaction that triggered the tender offer.

4.3 Consideration offered

In a Mandatory Tender Offer, the price offered for the tender of securities must be the greater of (x) the actual price paid in the acquisition of the substantial interest and (y) the price determined in the Valuation Report by a valuation entity appointed by a special committee (the "Appointing Committee") comprised of three SMV officers and one representative appointed by the Target Company who has no voting rights in the Appointing Committee. There is no regulatory period for the appointment of the valuation entity by the Appointing Committee. However, in practice the Appointing Committee takes approximately one month to appoint the valuation entity. The valuation entity is required to value the target company for purposes of determining the minimum purchase price per share and file the Valuation Report with the SMV within 30 calendar days from its appointment; provided, however, that such period may be extended by the Appointing Committee at the request of the valuation entity.

In determining the minimum price of the shares, the valuation entity must use international valuation practices and the following criteria: (i) the book value of the Target Company, (ii) the liquidation value of the Target Company, (iii) the Target Company's valuation as an ongoing business, (iv) the average price of the Target Company's voting shares during the immediately prior six months, and (v) in case there has been a public tender offer over the Target Company's voting shares during the previous year, the price offered in that public tender offer. After applying all of the foregoing criteria except where any of such criteria cannot be applied – the valuation entity must provide the minimum purchase price for purposes of the Mandatory Tender Offer based on the criteria that, in its sole discretion, is most appropriate for such purposes.

In cases where the tender offer is a Voluntary Tender Offer, there are no minimum prices that must be complied with and there no is no legal requirement to appoint a valuation entity for purposes of valuing the shares.

4.4 Tender offer period

If the tender offer is a Voluntary Tender Offer, the period during which the tender offer is open can be determined by the offeror, provided such period is not less than 20 trading days. This period can be extended once by the offeror with no less than four business days' prior notice for a period that shall not exceed 20 additional trading days.

If the tender offer is a Mandatory Tender Offer, the tender offer period must be of at least 20 trading days and not more than 40 trading days.

Once launched, both the Voluntary Tender Offer and the Mandatory Tender Offer cannot be withdrawn by the offeror.

4.5 Procedure

Regardless of whether there is a Mandatory Tender Offer or a Voluntary Tender Offer, the offeror must notify the Target Company, the SMV and the Lima Stock Exchange of the proposed tender offer. The tender offer period begins the day after all such entities have been notified of the tender offer.

Such notification must include (i) a prospectus, (ii) evidence of the guarantees granted by the offeror, (iii) any governmental or administrative prior authorization, if applicable (e.g., in the case of financial institutions), (iv) a draft of the tender offer notice to be published in the Lima Stock Exchange Bulletin (during the tender offer period) and in a local newspaper, and (v) powers of attorney granted by the offeror to its representatives, if applicable.

Once the foregoing documents have been filed with the SMV, the SMV may comment on the information submitted within five business days from the filing date. The offeror has three business days to address the comments.

4.6 Board of directors' report

During the first seven days following commencement of the tender offer, or when a competitive bid has been launched, the board of directors of the Target Company is required to issue a report describing the advantages and disadvantages of tendering shares and disclosing any information regarding any agreements between the offeror and the Target Company, its board members or its shareholders.

4.7 Competitive bid

Competing bids may only be launched during the first 10 days after the tender offer period has commenced. Pursuant to Peruvian law, competitive bids are not required to improve the terms and conditions of the first tender offer.

Shareholders may accept the tender offer or any of the co-existing competing bids.

4.8 Acceptances

Acceptances of the tender offer must be processed by an authorized broker-dealer and may be withdrawn at any moment during the tender offer period.

4.9 Allocation

Once the tender offer period expires, an officer of the Lima Stock Exchange (Director de Rueda) will allocate the tendered securities the following day. The Lima Stock Exchange will notify the results of the tender offer to the SMV and will publish them on the Lima Stock Exchange Bulletin.

4.10 Settlement

The settlement of the tender offer will be done following the rules that are applicable to transactions made through the Lima Stock Exchange trading system, i.e., settlement shall be done in T+2.

4.11 International standards

If a tender offer takes place in Peru and in another jurisdiction simultaneously, the period and certain other conditions can be adjusted to comply with international standards, provided that prior approval of the SMV is obtained.

4.12 Non-conforming acquisition

To the extent that a substantial interest is acquired in a Target Company in violation of the applicable tender regulations, the acquirer of such shares may be subject to the following:

• Administrative sanctions may be imposed (fines between 1 and 700 tax units).
• The SMV may suspend the voting rights of all the securities acquired by the offeror during the three years prior to such acquisition and also those securities owned by the offeror prior to the acquisition that violated the tender rules.
• The SMV will require the acquirer to sell the securities in the market through a public offering.
• In the case of indirect acquisition of substantial interest in the Target Company, the offeror may either launch a subsequent Mandatory Tender Offer or launch an unconditional public offer to sell the securities that were indirectly acquired either through an auction process or in the open market. If the offeror decides to launch a public offer to sell through an auction process, the initial maximum price to be offered for such securities shall be the lower between (i) the actual price paid in the indirect acquisition of the substantial interest and (ii) the price determined in the Valuation Report, as described above under "Consideration Offered".

To the extent that the SMV determines that it would be more beneficial to the market, at the request of the acquirer of the shares, the SMV may, at its own discretion, allow the offeror to launch a tender offer for the remaining shares of the Target Company.