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Doing Deals in Peru 2010

Miraflores City Lima, Perú


Foreword During 2010, Peru has recovered the economic dynamism –that slightly decreased last year as a result of the international financial crisis- and is among the world's most attractive economies for investment and for doing businesses. In terms of macroeconomic indicators, in 2010 an eloquent and remarkable fact took place. This was the elevation of the projected evolution of the GDP of the year, which occurred on a regional and global context whereas, unlike what happened in Peru, most economies reduced.

Miguel Mur Valdivia Senior Partner

In the sense, GDP growth expected for 2010 increased from an average of 5% at the beginning of the year, rising steadily in the indicators of various economic institutions, both at home and abroad. This effect, however, was not merely statistical, but it was a real consequence of the dynamic in sectors such as construction, manufacturing, trade, finance and infrastructure. This year’s achievement, in addition to those in the last five years, is the result of the application of macroeconomic policies. This, in turn sustained on consistent monetary, fiscal, trade and investment, have allowed building a solid base of economic and financial stability that has been promoting the sustained growth of production and investment which are key activities of the country. But, parallel with macroeconomic measures, this is the result of political decisions of the last two governments, which have maintained and strengthened the pillars and the objectives of an economic model that encourages investment, promotes openness and maintains the economic game rules. This effort and its results, has earned recognition from prestigious institutions in the world. Thus, in the recent Doing Business rankings that the World Bank reported last year, Peru has raised 10 places on the list (46 to 36). And, most recently, the World Economic Forum revealed (part of the Financial Development Index), that Peru is now among the 20 countries with the greatest financial stability in the world. For its part, Moody's, one of the four credit rating agencies that give Peru an investment grade, recently released a report in which places Peru as the leader of the international recovery of Latin America during the year 2010. Moody's attributed the fact that the Peruvian economy is one of the least dependent on external financial factors, and therefore less vulnerable to a possible new international systemic crisis. It further argues that the strength and sustainability of the Peruvian model of economic growth with employment generation and poverty reduction is based on "market diversification and adequate fiscal policies�, a capacity comparable only to the processes experienced by Brazil and Chile. Similarly, the United Nations Development Programme reported that Peru has jumped 15 places in the Human Development Index 2010 (HDI) and is located in place 63, 15 positions higher than in 2009. Certainly, both in the public and private fields, there are actions that need to be implemented, which are essentially economical and social in order to extend the scope and become integral. But it is undeniable that the bases are set up today at best to achieve that goal, and have has begun to be evident when looking at indicators closely related to the coverage of education services, social programs and public investment in the country. In this context, we place on your hands this document of Doing Deals in Peru, that we hope will serve as an effective tool to help you have a vision, both overall and detailed, of all key elements to consider the decision of starting and developing successful businesses in Peru. Therefore, in addition to this guide, we would like to offer 86 years of experience in business advisory work in Peru and the ability and talent of our multidisciplinary team of professionals who are ready to work with you, in order to create value for your business. We remain at your disposal.


Table of Contents Macroeconomic Analysis Economic Performance Tax Issues Corporate Issues Work Force and Labor Charges Corporate Financial Reporting Environmental and Social Aspects

Industry Analysis Financial Industry Tourism Mining Telecommunications Manufacturing Retail Fishing Agribusiness Energy & Utilities Real Estate


Macroeconomic Analysis

Economic Performance Tax Issues Corporate Issues Work Force and Labor Charges Corporate Financial Reporting Environmental and Social Aspects


Economic Performance World Economic Performance – GDP % Growth by Country, 2002-2009

120 100 80 60,2 60 39,5 40

32,0

29,9

20

China India Vietnam Kuwait Peru Malawi Libya Zambia Egypt D. Republic Pakistan Morocco Singapore Costa Rica Malaysia Honduras Romania Turkey Colombia Bulgaria Serbia Belize Bolivia Algeria Ukraine Lithuania Estonia Latvia Chile Uruguay Nepal Brazil Croatia Israel Botswana Paraguay Nicaragua Iceland El Salvador Hungary Canada Sweden Austria Mexico Dominica France Denmark Bahamas Germany Liberia

0

12,3

Source: IMF

Main Macroeconomic Indicators GDP Growth (%) Unemployment Rate (%) Fiscal Deficit (% of GDP) Fiscal Superavit (% of GDP) Public Debt (% of GDP) Current Account (% of GDP)

2007

2008

2009

9.0 8.4 3.1 29.1 1.4

9.8 8.4 2.1 24.1 -3.3

0.9 8.4 1.9 27.0 0.2

Source: BCRP (Peruvian Central Bank)

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Gross Domestic Product And Domestic Demand

GDP

Domestic Demand 11.9 10.3

12.1 9.8

8.9 7.7

6.8 5 3

4.1

5.8

5 4 3.7

3.8

2.3 0.9

0.2 -0.4 2000 -

2001

-2.9 2002

2003

2004

2005

2006

2007

2008

2009

Although Peru has had a downturn, it did not have a negative outcome in terms of GDP growth. In fact it grew at a 0.9% rate, in the middle of an international crisis in which in other countries was negative. Peru reached Investment Grade at the end of the performance of 2009 according to Moody´s. Moreover, Standard & Poor´s and Fitch Ratings gave the same grade at the beginning of 2010.

Source: BCRP, INEI (National Institute of Information and Statistics)

GDP and Type of Expenses Domestic Demand a.Private Consumer b.Public Consumer c.Investment Private Public Exports Imports Gross Domestic Product

2007

2008

11.9 8.3 4.5 22.6 23.4 18.2 6.2 21.3 8.9

12.1 8.7 2.1 28.3 25.8 42.8 8.8 19.8 9.8

2009 -2.9 2.4 16.5 -8.6 -15.1 25.5 -2.5 -18.4 0.9

Source: BCRP

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Contributions to the Economic Performance 2009 2,5

Public Expenses

0,3

Construction

3,8

Exports

1,7

Services

1,6

Private Consumer

-3,5

Private Investment

-0,1

Extra 1/ Based on raw materials

-1,0 -3,6

Non Primary Manufacturing

Stock

1/ includes Market Sector (-0,1 percent) , Extraction Sector (0,1 percent) Source: BCRP, INEI

GDP Growth -

The global economic down turn had a direct effect on those sectors that depend on the international markets such as Agribusiness, Fishery and Industrial Manufactoring.

Agriculture and Livestock Agriculture Livestock Fishing Mining and fuel Metals Fuel Manufacturing Based on raw materials Non-primary Electricity and water Construction Commerce Other services GDP Primary sectors Non- primary sectors

2006 8.4 8.4 8.2 2.4 1.4 1.1 5.7 7.5 4.1 8.5 6.9 14.8 11.7 6.8 7.7 5.0 8.4

2007 8.4 8.4 8.2 2.4 1.4 1.1 5.7 7.5 4.1 8.5 6.9 14.8 11.7 6.8 7.7 5.0 8.4

2008 7.2 7.4 6.0 6.3 7.6 7.3 10.3 9.1 7.6 8.9 7.8 16.5 13.0 9.1 9.8 7.4 10.3

2009 2.3 0.9 4.4 -7.9 0.6 -1.4 16.1 -7.2 0.0 -8.5 1.2 6.1 -0.4 3.1 0.9 1.0 0.8

Source: BCRP

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Peru is leading the growth of the Region (Index August-08=100)

105

100

95 Chile Brasil PerĂş Finance Traders 90 Jan-08 Apr-08

Jul-08

Oct-08 Jan-09 April-09 Jul-09

Oct-09

Feb-10

Source: BCRP

Public Investment (% of GDP) 6.0 5.3 5.0 4.0

4.2

4.1

3.0

3.1

2.8

2.8

2.8

2.9

2.8

2001

2002

2003

2004

2005

2006

3.1

2.0 1.0 0.0 2000

2007

2008

2009

Source: INEI

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Private Investment (% Var)

After some years of growth, from 2008 to 2009, private investment decreased in 15.1% due to the international crisis and the uncertainty of the global markets.

25.8 23.4 20.1 12 6.3

8.1

0.2 2000 -1.7

2001 -4.7

2002

2003

2004

2005

2006

2007

2008

2009

-15.1 Source: INEI

Main Investment Projects 2009 Sector Mining and Fuel Manufacturing Transport and Communications Electricity, Gas and Water Construction Commerce Agriculture and livestock Fishing Services Total

Millon of US$ 2,918 1,002 996 918 793 447 145 84 38 7,341

Source: BCRP

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Balance of the Non-Financial Public Sector (% of GDP) 2008 3,7 3,7 20,9 17,3 0,1 0,0 1,6 2,1

1. Structural Primary of NFPS (a+b) a. Central Government i. Current Revenues ii. Non-Financial Expenditure iii. Capital Revenue b. Non-Financial Public Companies 2. Interest Payments 3. Balance (1-2)

2009 -0,6 -0,8 18,7 19,6 0,1 0,3 1,3 -1,9

Var. -4,3 -4,5 -2,2 2,3 0,0 0,3 -0,3 -4,0

Source: BCRP

Trade Balance (US$ MM FOB) 10 000

8.986

8.287

8 000 5.873

5.286

6 000 4 000

3.090

3.004

2 000 321

886

0 - 403

- 179

2000

2001

-2 000

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2002

2003

2004

2005

2006

2007

2008

2009

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Commercial Partners (Participation) Export

United States of America China Switzerland Canada Japan Brasil Germany Chile Ecuador Colombia South Korea Spain Italy Mexico Rest TOTAL

2007 19,5 10,9 8,4 6,6 7,8 3,4 3,3 6,1 1,4 2,2 3,2 3,5 2,9 1,0 19,7 100,0

2008 19,0 11,9 10,9 6,2 5,9 2,9 3,3 5,9 1,6 2,2 1,8 3,3 3,0 1,0 21,2 100,0

Import 2009 17,4 15,3 14,9 8,7 5,1 1,9 3,9 2,8 2,1 2,4 2,8 2,8 2,3 0,9 16,8 100,0

2007 17,8 12,0 0,5 1,6 3,7 9,1 3,4 4,4 7,6 4,8 2,5 1,4 1,8 4,2 25,4 100,0

2008 18,8 13,5 0,4 1,4 4,1 8,1 2,9 4,1 6,1 4,3 2,5 1,4 2,4 4,1 25,9 100,0

2009 19,7 15,0 0,6 1,8 4,1 7,6 3,3 4,7 4,9 4,3 2,9 1,4 1,8 3,4 24,4 100,0

Source: BCRP

Reference Interest Rate (percent) 7,0

7,0

6,5

6,50

6,0

6,00

6,0

5,00

5,0

4,00

4,0

3,00

3,0

2,0

2,00

2,0

1,5

1,25

5,5 5,0 4,5 4,0 3,5 3,0

1,0

May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03 Feb-04 May-04 Aug-04 Nov-04 Feb-05 May-05 Aug-05 Nov-05 Feb-06 May-06 Aug-06 Nov-06 Feb-07 May-07 Aug-07 Nov-07 Feb-08 May-08 Aug-08 Nov-08 Feb-09 May-09 Aug-09 Nov-09 Dec-09

2,5

1,0

Source: BCRP

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Dec-09

Nov-09

Oct-09

Sep-09

Aug-09

Jul-09

Jun-09

May-09

Apr-09

Mar-09

Feb-09

Jan-09

Dec-08

Nov-08

Oct-08

Sep-08

Aug-08

Jul-08

Jun-08

May-08

Apr-08

Mar-08

Feb-08

Jan-08

Credit to the Private Sector (S/. MM)

110,000

105,000 106,812

100,000

95,000

90,000

85,000

80,000

75,000

Source: BCRP

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Tax Issues Corporate Income Tax

- Companies incorporated in Peru are considered domiciled for income tax purposes and, therefore, subject to Income Tax at a 30% rate on net income determined on a worldwide basis. Branches, agencies and permanent establishments incorporated in Peru of non-domiciled companies or entities are subject to Income Tax at a 30% rate on their Peruvian source income only. - In order to fulfill their annual Income Tax liability, the aforementioned entities must make monthly advance payments by applying a coefficient to their monthly net revenues. The coefficient is determined by dividing income tax calculated of the previous year by total taxable income of the same year. New companies or companies with tax losses meet their monthly advance obligations by paying 2% of monthly net revenues. It is possible to reduce the coefficient or even suspend the monthly advance payments under certain condition. Any unpaid balance or excess payment is paid or credited, respectively, upon the filing of the annual Income Tax return, which must be filed no later than the first four months of the tax year following that to which the Income Tax liability corresponds (e.g: 2010 annual Income Tax return must be filed no later than April 2011). The Fiscal year is the calendar year. Fuente: MMM 2008-2010

- For purposes of determining its taxable income, such entities are allowed to deduct expenses, to the extent that these are necessary to produce taxable income or to maintain its source. Requirements, limits and/or caps may be applicable for the deduction of certain expenses, such as financial expenses (thin capitalization rules apply), bad debt provisions, salaries, travel expenses, gifts, among others. - However, certain expenses are not tax deductible, such as those derived from transactions with (i) entities domiciled in tax havens included in the list attached to the Peruvian Income Tax Law’s regulations, (ii) permanent establishments located in tax havens, or (iii) with entities that obtain revenues or income through tax havens. Notwithstanding, expenses derived from the following transactions are excluded from the above-mentioned limitation: (i) interest on loans, (ii) insurance premiums, (iii) lease of aircraft and ships, (iv) maritime freight and (v) tariff for passing through the Panama channel. - Depreciation is applied under the straight-line method. The limit for the depreciation expense allowed for tax purposes is the one registered for accounting purposes; however, the tax depreciation cannot exceed in no case the following maximum rates:

Buildings Cattle (for work and reproduction) and fishing nets Vehicles (except railroads) and any kind of ovens Machines and equipment used for mining, oil and construction activities, except furniture, household and office goods Equipment for data processing Machines and Equipment acquired as from January 1st, 1991 Other fixef assets

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5% 25% 20% 20% 25% 10% 10%

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- There is a special depreciation regime applicable for years 2010 and 2011 for buildings and constructions that, provided certain requirements are met, can be depreciated at a 20% rate.

Withholding taxes

- Income paid to non-domiciled entities is subject to the following withholding tax rates Interest paid from loans entered into with non-related parties, provided certain requirements are met Interest paid in consideration of loans with related parties Interest paid by Peruvian financial entities or banks to foreign beneficiaries, for credit lines used in Peru Royalties Digital services Technical assistance, provided certain formal requirements are met (otherwise a 30% rate would apply) Lease of vessels or aircraft Other income

- It is to be noted that domiciled taxpayers cannot deduct the withholding tax of a third party, except in the case of loans provided by nondomiciled creditors, to the extent the debtor has contractually assumed the obligation of bearing the withholding tax. - Capital gains derived from the sale of securities through the stock exchange

1% 30% 30% 15% 10% 30%

received by non-domiciled entities or individuals are subject to income tax at a rate of 5%. If the security is not traded in the stock exchange, a 30% income tax is applicable. - In the case of the following services in which activities are performed both in Peru and abroad, Peruvian tax provisions deem that non-domiciled beneficiaries obtain Peruvian source income at the following percentages:

Taxable transaction Insurance Lease of vessels Lease of aircraft Air transport Maritime transport Telecom services International news services Distribution of movies, records and similar products Supply of containers Right for broadcasting within Peru foreign live TV shows

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4.99% 30%

Peruvian source income 7% 80% 60% 1% 2% 5% 10% 20% 15% 20%

Effective tax rate 2.1% 24% 18% 0.3% 0.6% 1.5% 3% 6% 4.5% 6% 30%

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Market value and Transfer Pricing rules

Individual Income Tax

- For tax purposes, the value assigned for any transaction must meet market value standards (arm’s length). If the value assigned to a transaction differs from market value, either by overvaluation or sub-valuation, the Tax Administration may adjust it for both purchaser and the seller. Should one of the parties be a non- domiciled entity, such adjustment will be unilateral (only to the domiciled party).

- In the case of transactions between related parties or transactions with tax havens, the value of the goods and services must be determined in accordance to transfer pricing rules, being mandatory in most of the transactions to support such value with a transfer pricing study; otherwise penalties may be imposed.

- Income Tax on individuals in Peru is determined by the domicile of the individual rather than by residence. Foreign individuals are deemed to be domiciled in Peru for tax purposes, if they have physical presence in Peru for more than 183 calendar days within a 12 month period. Temporary absences up to 183 days within a 12 month period do not interrupt the continuity of their presence.

- Income tax on domiciled individuals is imposed on a scale of brackets on their income, as shown below:

- The tax status of the individual (domiciled or non-domiciled) is determined at the beginning of each fiscal year. Changes regarding such condition that may occur during the fiscal year shall enter in force as of the next fiscal year. This means that nondomiciled individuals, who meet conditions to be considered as a Peruvian tax resident, must wait until the next year to be effectively acquire tax domiciled treatment. - Domiciled individuals are subject to Income Tax on their worldwide income, whereas non-domiciled individuals are only taxed on their Peru source income. In this case however, the individual is entitled to a foreign tax credit for the taxes paid on foreign income taxable in Peru, determined by his/her average Peruvian tax rate applied on his/her foreign income, with a limit of the tax actually paid abroad.

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Bracket Reference in tax units Tax rate 1st Up to 7 UIT* 0% 2nd From 7 up to 34 UIT 15% 3rd From 34 up to 61 UIT 21% 4th Above 61 UIT 30% *Peruvian tax unitet (Unidad impositiva tributaria)

- Capital gains derived from the sale of stocks received by domiciled individuals are subject to an effective 5% income tax rate. - Income tax on non-domiciled individuals is imposed at a flat rate of 30% on their Peruvian source income. No deductions or credits are allowed for non-domiciled individuals. Capital gains derived from the sale of stocks sold through the stock exchange is levied with a 5% rate; otherwise, a 30% rate is applied. - A tax unit is equivalent to S/. 3,600. The exchange rate as of June 2010 is S/. 2.85 per US $ 1.

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Tax treaties

- Tax treaties to avoid double taxation with Canada, Chile and Brazil (they follow the OECD Model Tax Convention) are currently in force. - Our country has also entered into tax treaties with Spain (which follow the OECD Model Tax Convention), but is not yet in force.

Payroll Taxes

Health Contributions - Employers shall make monthly payments equal to 9% of the retribution paid to employees, this is, the insured compensation, which is equivalent to the total compensation paid to the employee. - Employees shall be affiliated either to the Health National System (“EsSalud”) or the Private Health System (“EPS” or "Entidades Prestadoras de Salud"), according to what option they choose. In the latter case, a portion (25%) of the amount paid to the EPS may be used by the employer as a credit to be offset against EsSalud contributions. Complementary insurance for risky work - Employees who perform high risk activities established in Law No. 26790, such as mineral extraction, iron and steel smelting, among others, must have a complementary insurance for risky work, the coverage of which includes healthcare, temporary or permanent disability pensions and burial expenses as a consequence of a work accident or professional disease suffered by employees. This insurance is compulsory and must be paid by the employer. - Employees hired through workers’ cooperatives; special, temporary or complementary service companies; contractors and subcontractors; as well as any other interposing institution that assigns personnel to a company where risky activities are performed, are obliged to contract the complementary insurance for risky work.

- In addition, Peru is a member of the Andean Community of Nations, in which Bolivia, Colombia and Ecuador are also currently members. These countries have a Tax Treaty in force which has been prepared under the United Nations Model.

- In addition, employers who hire services or work through the abovementioned companies are obliged to verify that all the employees assigned to its offices, have been duly insured according to the corresponding legal provisions. Otherwise, they will have to contract the insurance in order to guarantee the coverage of the referred employees, under penalty of being jointly liable with such companies before the employees of said entities and the National Health System, for the obligations established by Law. Pension funds’ contributions - Employers shall apply monthly withholdings for pension funds contributions equal to 13% of the retribution received by the employee, in case he/she is affiliated to the National Pension System, or 12.7%, approximately, in case he/she is affiliated to the Private Pension System (in this case, 10% corresponds to its personal pension account, and around 3% to insurance and commissions for managing the fund, depending on the fund). - Should the foreign individual’s labor contract end and the person leaves Peru, the pension funds deposited in the Private Pension System may be wired to an account of the employee in a foreign bank (the aforementioned 10%). - Below we set forth a summary of the payroll contributions:

Payroll tax Employer Health Contributions X Complementary Insurance for Risky Work X National Pension Fund Private Pension Fund

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Employee

X X

Rate 9% 1.30% 13% 12.4 % approx.

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Financial Transactions Tax (FTT)

- Pursuant to Law No.28194, obligations that are fulfilled through cash payments, amount of which exceeds S/.3,500 or US$1,000, must be performed through a bank or deposit account, wire transfers, payment orders, credit cards, non-negotiable checks, among other means of payment provided by entities of the Peruvian financial system. - Any obligation that is not performed using such methods (i.e. payments in cash), does not allow the deduction of the expense or recognize the cost for tax purposes, nor allow tax credits to be recognized. On the other hand, according to article 9 of Law No.28194, operations that are subject to FTT are, among others, the following: a) Credits or debits made in bank accounts, in which case the account holder is the taxpayer. However, credits, debits or transfers made between accounts of the same account holder are not subject to FTT. b) Purchase of certified checks, bank certificates, traveler checks or other

Temporal Net Assets Tax (TNAT)

- Companies subject to corporate Income Tax are obliged to pay the TNAT, except those which are in pre-operative stages or that have started productive operations as from January 1 of the FY for which the TNAT must be paid. - The taxable basis is the value of the net assets set forth in the taxpayer’s balance sheet as of December 31 of the year prior to the one that corresponds to the tax payment, adjusted with the deductions and amortizations accepted by the Peruvian Income Tax law. Thus, the amount of the temporal net assets

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financial instruments in which the bank accounts mentioned in item a) are not used. In this case the taxpayer is the purchaser of the mentioned instruments. For 2010 the FTT rate is 0.05%, which in the case of the transactions mentioned in item a) is applied on the value of such transactions, whereas in case of the transactions mentioned in item b) is applied on the face value of the certified check, bank certificate, traveler check or the corresponding financial instrument. The FTT may be expensed for Income Tax purposes according to rules applicable to this tax. It is noted that, among others, the following transactions are exempted from FTT: - Credits or debits made in bank accounts opened at the employers’ request in order to deposit exclusively the salaries of their employees. - Credits or debits in bank accounts of severance indemnity (compensation for time of service of the employee).

tax is determined by the application of the following rates on the taxable basis: Rate 0% 0.4%

Net Assets Up to S/. 1’000,000 Excess of S/. 1’000,000

- It should be noted that the amount paid for the TNAT by the taxpayer is a credit to be offset with its corporate Income Tax obligations. If not totally offset, the remaining TNAT may be refunded by the Tax Administration.

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Value Added Tax (VAT)

The following transactions are subject to VAT with a 19% rate: - Sales of moveable goods made within Peru. - Services rendered within Peru. - Importation of services (services economically used within Peru by a domiciled entity). - Importation of goods. - Construction agreements. - The first sale of real estate performed by constructors. The VAT Law follows a debit/credit system and input VAT (paid on purchases of goods and services) may be offset with output VAT (originating from taxable operations). Any VAT credit that is not offset in a certain month, can be carried forward (at historical values) to be offset with any future output VAT. It should be noted that VAT credit cash refunds are only available for exporters and some entities at the pre-operative stage, provided certain conditions are met (as explained as follows). Early recovery of VAT - Companies at the preoperative stage with large projects may apply for the

Excise Tax (ISC)

Custom Duties

VAT exporter’s positive balance - Exportation of goods (including the sale of goods in the international zone of ports and airports) as well as some services performed for foreign entities are taxable at a cero rate. VAT paid upon the acquisition of goods, performance of services, construction agreements and importation of goods related to the exportation of goods or services grants a VAT exports positive balance which may be refunded by the Tax Administration. - The positive balance may be offset with (i) output VAT, (ii) income tax, (iii) any other outstanding tax debt in favor of the Central Government. In case the positive balance is not completely offset, as the amount of the aforementioned tax obligations are not sufficient, the taxpayer may apply for a refund (which may be made in cash or in check).

- The sale of some specific goods, such as fuel, cigarettes, beer, liquor, vehicles, among others, is subject to excise tax.

- Tax rates are determined according to the type of good or service.

- Custom duties are imposed on the CIF value of the imported goods, at rates of 0%, 9%, 17% and 20%. There are no restrictions on imports and exports, although there is a limited list of products which cannot be imported or exported. Exports are not subject to any taxes. The importation of most capital goods is subject to the 0% rate.

- The Government is empowered to grant duty exemptions under certain circumstances and also to suspend temporarily the assessment of duties on certain products. Customs duties are imposed on an Ad-Valorem basisthe CIF value of the imported goods. Goods are classified for customs duty purposes under the Harmonized System.

- Peru is a member of the World Trade Organization (WTO) and various bilateral agreements providing for most-favoured-nation treatment on a reciprocal basis. Peru is also a member of the Andean Community and the Latin American Integration Association - LAIA (formerly the Latin American Free Trade Association).

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early recovery of VAT, which allows a VAT credit refund prior to commence operations. An investment agreement with the Government (the Ministry of the sector) is required and a minimum investment must be met.

Source: MMM 2008-2010 Drawback regime - Pursuant to the drawback regime, the exporter may apply for the refund of the custom duties that it paid upon: (i) the importation of the goods contained in the exported goods; or, (ii) the

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importation of the goods that are consumed during the production of the exported goods. - The refund rate is currently 6.5% of the FOB value of the exported goods, provided such amount does not exceed 50% of the good’s production cost. The refund will proceed for each kind of goods exported by the exporter and for the first USD 20 million worth of goods exported per year (the excess will not be subject to refund).

the beneficiaries of the drawback regime are the manufacturer – exporter companies whose cost of production has been increased by the custom duties paid upon the importation of: (i) raw material; (ii) intermediate products or (iii) pieces incorporated or consumed in the production of the exported goods. It should be noted that fuel or any other energy source, the aim of which is to generate heat or energy for purposes of obtaining the exported goods, is not considered as raw material.

- For such purpose, article 1 of Supreme Decree No. 104-95-EF establishes that

Stability Agreements

Investors may enter into stability agreements with the Government, either under the general regime or specific regimes (i.e. mining and oil).

- Stability of the overall tax regime.

Under the general regime, investors may enter into Juridical Stability Agreements that guarantee them, for a 10-years period, the following:

- Free disposition of funds (foreign currency) arising from export operations.

- Stability of the Income Tax regime with respect to dividends and profits distribution, in force at the time the agreement is entered into. - Stability of the monetary policy of the Peruvian Government, according to which there is a total absence of exchange controls, foreign currency can be freely acquired or sold at whatever exchange rate the market offers and funds can be remitted abroad without any prior authorization. - Right of non-discrimination in relation to local investors. On the other hand, under mining regime local mining companies may enter into stability Agreements of Guarantees and Investment Promotion Measures that guarantee them, for 10 or 15 years, among others, the following:

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- Stability of the overall administrative regime.

- No exchange rate discrimination. - Free trade of products. - Stability of special regimes in relation to tax refunds, temporary importations and similar regimes. Oil companies may enter into stability agreements that guarantee them, for the term of the contract, among others, the following: - Stability of the overall tax regime. - Free disposition of funds (foreign currency) arising from export operations. - Free convertibility of their funds. - Free trade of products.

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Corporate Issues Business Entities’ Issues

Guide to “doing business” entities Choice of entity - The corporation is the most commonly used entity by foreign investors. However, there are no significant local tax differences between corporations, branches or partnerships. - Foreign investors may also set up a branch, which is taxed like a corporation. Capital requirements - There are no specific rules establishing percentages for foreign investment participation. There is no minimum capital requirement, except for banks, financial entities and certain other controlled companies. Founders’ requirements - There is no minimum number of Peruvian shareholders required. There is no general requirement stating that directors or managers must be Peruvian residents or nationals. However, Peruvian residence of at least one of the legal representatives is recommended for practical reasons. Repatriation of funds - Repatriation of funds is fully unrestricted. Tax considerations - Capital gains, as defined by the income tax law, are taxed as ordinary corporate income. Forms of business enterprise The General Law on Companies (Ley General de Sociedades—LGS), the Commerce Code and a number of other laws, decrees and regulations govern financial, commercial and industrial activities. The General Law on Companies regulates the incorporation and conduct of business entities in general. Special laws affect the conduct of industrial, mining, telecommunications, banking

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and insurance activities to varying degrees, as well as companies operating under special conditions. The varieties of commercial entities recognized in the General Law on Companies are as follows: 1. Sociedad anonima (S.A.) — Corporation: - Private Corporation (S.A.): The corporation is the most commonly used by business entities, and constitutes the grounds for the other forms of S.A. (below). Contributions to capital are represented by shares. Liability is limited to the amount of the contribution. - Private Closed Corporation (Sociedad Anonima Cerrada—S.A.C.): No more than twenty shareholders are allowed, its shares may not be registered in the stock exchange, and the transfer of shares may be subject to restrictions. - Public Corporation (Sociedad Anonima Abierta—S.A.A.):One or more of the following requirements must be met: i. An initial public offering of shares or convertible bonds has been carried out; ii. It must be formed by more than 750 shareholders; iii.Over 35 percent of the share capital belongs to 175 or more shareholders. iv. The entity is incorporatet as a public corporation; and v. All shareholders with voting rights unanimously agree to abide by this regime. All its shares must be registered with the Stock Exchange and the corporation is subject to the supervision of the National Supervisory Commission of Companies and Securities (Comisión Nacional Supervisora de Empresas y Valores—CONASEV).

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2. Sociedad comercial de responsabilidad limitada (S.R.L.)- Company with limited liability - Similar to the closed corporation (see above). No more than twenty partners are allowed. All partners or quotaholders have limited liability, and their capital is divided into quotas, for which no documents or titles are issued. 3.Sucursal-Branch - Permanent establishment of a local or foreign company outside its domicile, dedicated to one or some of the activities which constitute the corporate purpose of the company. The branch does not have legal independence or legal status. However, it is considered independent from the foreign parent company for tax purposes.

Incorporation procedures: The incorporation of a local corporation is relatively simple. The corporation may be formed either through the founders’ agreement (privately) or through a public subscription of shares. In the latter case, a project must be prepared and submitted for approval to CONASEV). The corporation may be incorporated by two or more persons (acting on their own or as duly accredited legal representatives of others) or legal entities, who must execute a Public Deed of incorporation, which must be authenticated by Notary Public and registered before the Public Registry. The deed must contain the following:

4. Contrato de Asociación en Participación (Participation Account Agreement) and Consorcio (Consortium contract) - Unincorporated joint ventures and collaboration agreements. - Entities indicated in paragraphs 1 through 3 above must be registered before the Public Registry corresponding to their domicile. Also, the issuance, transfer or cancellation of shares must be reported to Superintendencia Nacional de Administración Tributaria - SUNAT, within the first ten days of the month following such operations.

- The Articles of Association and Bylaws and the particulars of the signatories of the deed. - The express intention to incorporate a corporation. - The share capital amount. - The number of shares in which it is divided. - The share capital form of payment. - The contribution of each shareholder, either monetary or in-kind (including in this case the corresponding value report); and, - The appointment and particulars of the first board of directors of the corporation, if applicable.

Government supervision Government supervision is limited, in general, to the following:

The Bylaws must include the following: - The name, corporate purpose and address of the corporation. - The proposed duration (definite or indefinite). - The date on which operations will commence. - The amount of the authorized share capital and the number of shares into which it is divided, as well as their respective value and the amount paidin for each share. - Classes of shares into which the share capital is divided, number of shares in each class, characteristics, special or preferential rights which are granted, and ancillary rights or additional obligations, as the case may be. - Regime of the shareholders´ meetings, their faculties, quorum, conditions, and time sequence for shareholders´ meetings, conditions for the validity of their resolutions, timing of meetings

- Analysis of accounting records in connection with taxes imposed by SUNAT. - Supervision of insurance, financial and banking operations, as well as examination of financial statements of the companies under the control of the Superintendencia de Banca y Seguros y AFPs—SBS and CONASEV. - Supervision and inspection of establishments where certain goods, such as drugs or chemicals, are produced. Corporation The most common form used by national or foreign investors to conduct business

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in Peru is a corporation (sociedad anonima).

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and exercise of voting rights. - Regime of the board of directors; its powers, the number of directors to be elected, appointment procedure, the method for filling vacancies, the conditions and time sequence for directors´ meetings and remuneration of those elected as directors, if applicable. - Regime of the management. - Form and timing for submitting to the shareholders the company’s performance and results of each year for their approval. - The requirements for increasing or reducing the share capital and modifying the corporation’s by-laws. - Rules for the distribution of profits. - The procedure to be followed in case of dissolution and liquidation. A copy of the Public Deed must be delivered by the Notary Public in order to be registered before the Public Registry. Registration formalities normally take about 20 days. The public registration fee amounts to 1.08 percent of the Peruvian Tax Unit (S/. 3,600 for the year 2010) plus 0.003 percent of the registered capital. Notary Public’s fees depend on the extension and complexity of the Public Deed.

Relationship of shareholders, directors and officers

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Conduct of the entity The shareholders exercise the control of a corporation through the general shareholders meeting. The management of the business is normally delegated to a board of three or more directors and to the managers, except for closed corporations, where the existence of a board of directors is not mandatory. Powers of each body are defined in the General Law on Companies and in the Bylaws of the corporation. Directors and managers are not required to hold shares.

Capital structure Matters of interest related to the capital structure of Peruvian corporations are summarized below. - Except for banks, financing entities, insurance companies, pension fund administrators and intermediation labor services entities, there is no legally required minimum authorized capital. - Shares are nominative and different classes are allowed (bearer shares are prohibited). - The issuance of shares with and without voting rights is permitted. - Shares can be issued once they have been fully subscribed and paid-up by at least 25 percent. - Bylaws may establish limitations on the transfer of shares but may not prohibit transfers. - The corporation may not grant loans or guarantees with the guarantee of its own shares, not even for the acquisition of such shares, under responsibility of the board of directors. - A corporation is entitled to issue bonds or debentures creating debt in favor of their holders.

Minutes of all shareholders’ and directors’ meetings must be kept in legalized minute books or on loose-leaf pages. Every corporation must keep a legalized share register in which the creation, issuance, rights, transfer, liens and guarantees granted in respect of the company’s shares must be registered. At the official yearend, the directors must prepare and submit to the shareholders the corporate financial statements, together with their report on the corporation’s activities.

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General shareholders’ meetings An annual general meeting of shareholders must be held within three months of the year-end. At this meeting, shareholders approve, among other subjects, the management, the financial statements of the past year, the profit distribution (if any), and the membership of the board of directors. Other meetings are held when required by the corporation, and the agenda states the reason for calling the meeting. Increase or decrease of share capital and modification to the bylaws Increase or decrease of share capital and modification to the by-laws may only be decided by an absolute majority of shareholders at a general shareholders’ meeting. Shareholders representing not less than two-thirds of the subscribed shares with voting rights must be present or represented by proxy. If the required number of shareholders is not obtained at the first meeting, a second meeting must be called at which shareholders representing not less than three-fifths of the subscribed shares with voting rights must be present or represented by proxy. No valid resolution may be agreed if the required representation of shareholders is not present at either of these two meetings. Voting rights Voting rights for the different classes of shares are normally established in the bylaws, being each share entitled to one vote. Proxies for shareholders’ meetings may be granted by letter, fax and other similar methods, if provided in the by-laws. Non-voting-right shares are allowed. These shares are not taken into account in determining the quorum of the general shareholders’ meeting. However, they grant preferential rights to a profit distribution. Dividends Unless otherwise stated in the by-laws, the shareholders at the annual general

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meeting decide the distribution of profits. The rules for profit distribution are as follows. - Dividends are only to be paid based on profits obtained or on free reserves, and provided the company’s net worth is not lower than the share paid-up capital. - Unless otherwise stated in the by-laws or agreed on by the general shareholders’ meeting, all shares of the corporation (even if not fully paid-in) have the same right to dividends, no matter when they have been issued or paid. - Distribution of dividends in advance is valid, except for those corporations that have an express legal prohibition. - In the event that the general shareholders’ meeting approves the distribution of a dividend in advance, with no favorable report from the board of directors, the shareholders who vote in favor of such a distribution shall be jointly, severally and exclusively responsible for the payment. - Directors may be empowered to decide on the distribution of dividends in advance. It is important to mention that the distribution of dividends up to half of the distributable profit of each exercise is mandatory when requested by shareholders representing at least 20 percent of the company’s subscribed shares with voting rights. Dissolution and liquidation Dissolution must be agreed by the general shareholders’ meeting. Such resolution must be published for three consecutive times within ten days following the agreement. The registration of the dissolution before the Public Registry must be performed within ten days following the last publication. A corporation must enter into a liquidation process if it incurs in losses in excess of two-thirds of its paid-in capital stock. A corporation that continues to operate after accumulating losses in excess of two-thirds of its paid-in capital is

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deemed to be an “irregular” company and, as such, loses its limited liability status, whereupon the shareholders, directors and managers assume unlimited responsibility for all obligations incurred. Liquidators designated by the shareholders conduct the liquidation proceedings. The liquidators are empowered to sell the company’s assets, pay the liabilities and distribute any remaining balance of equity among the shareholders. Books and records - Banks, insurance companies and other supervised companies are required to publish their balance sheets and profit and loss statements in El Peruano, the official gazette, and another daily newspaper. A standard form for presentation is requested, but the information required is minimal. Statutory audit Annual audits by independent public accountants are mandatory in the following circumstances: - When established by the company’s by-laws. - When specifically requested by shareholders representing not less than 10 percent of the company’s subscribed shares with voting rights. - In a closed corporation, when it is requested by shareholders representing at least 50 percent of subscribed shares with voting rights. - When the corporation qualifies as a public corporation. - When special legislation so establishes. Company with limited liability (S.R.L.) In limited liability companies (S.R.L.), the capital stock is divided into equal quotas, accumulative and non divisible, which may not be denominated shares. No title or document is issued to the holder. There cannot be more than 20 partners, and they do not have personal liability for the company’s obligations. An S.R.L. will have a corporate name and may also use an abbreviation of its name, to which “Sociedad Comercial de Responsabilidad Limitada,” or its abbreviation, “S.R.L.,” should be added.

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Companies with limited liability are incorporated by Public Deed, which must contain the following: The contribution of each partner indicating the manner in which it is carried out, along with a valuation report for inkind contributions. - Ancillary services to which the partners have committed, indicating their form, the remuneration to be received by those who will perform said services, and reference to the possibility that they may be transferred with the sole consent of the managers of the company. - Procedures and timing for calling meetings, which are to be carried out by the manager via fax, e-mail or any other means that allows a record of reception to be kept. Communications shall be addressed to the domicile designated by the partner for that purpose. - Requirements and other formalities for the modification of the Articles of Association and the by-laws, for the extension of the company’s duration and for its transformation, merger, spin-off, dissolution, liquidation and extinction. - Formalities to be followed for the increase and reduction of the capital stock, indicating the eventual preemptive right of the partners and the conditions under which capital not assumed by the partners may be offered to third persons. - Elaboration and approval of the financial statements, quorum and voting procedures and the right to the distribution of profits in relation to the participation of each partner in the capital stock, unless otherwise provided for in the by-laws. - Other rules and procedures deemed convenient for the organization of the company, as well as any other licit agreements that do not contradict the principles of the S.R.L. The deed of constitution may impose restrictions and conditions for the transfer of quotas but may not prohibit transfers altogether.

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Management of the company is entrusted to one or more managers, who may be partners or not, and who represent the company in all and every matter related to its corporate purpose. As a consequence of their appointment, managers hold general and special representation powers.

The local Peruvian consul must authenticate the signatures. After that, the Ministry of Foreign Affairs in Lima must authenticate the Peruvian consul’s signature. An official translator must translate any document that is not in Spanish, in order to file it before the Public Registry for its registration.

Branch of a foreign corporation Under Peruvian legislation, a branch is every secondary establishment through which a company performs certain activities included in its corporate purpose in different location from its domicile.

The business of the branch is directed by the person appointed by the parent company, whose powers of attorney are duly registered before the Public Registry. Such powers may be revoked only by the parent company or by the holder of an overriding power of attorney in Peru. The scope of the representative’s power of attorney may vary according to the parent company’s policy but should be sufficiently extensive to allow adequate representation in Peru. It is recommended to allow delegation of certain powers, such as the signing of checks. There is no regulation requiring filing of the financial statements of the parent company in Peru.

To register a branch of a foreign corporation, the legal representative of the corporation in Peru must execute an appropriate Public Deed before a Notary Public. The following documents must be attached to the deed: - Copy of the by-laws and Articles of Association of the foreign company. - Copy of the board of directors’ or competent body’s resolution to establish the branch in Peru. This resolution should specify: a. Amount of assigned capital. b. Declaration that the activities to be performed by the branch are within the corporation’s purpose. c. Domicile of the branch. d. Name of the person designated as permanent legal representative and other representatives in Peru, powers vested in them and the express assumption of the Peruvian legislation for those obligations of the branch. - Certification of the corporation’s existence issued by the competent authority. The above-mentioned documents require certification by a Notary Public or appropriate government officials in the country of incorporation of the company.

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It is important to notice that the Peruvian Government has adopted The Hague Convention dated October 5, 1961, which abolishes the requirement of legalization of foreign public documents to be used only in signatory countries. The referred convention is going to enter into force on October 1, 2010 and the Peruvian authorities must recognize public documents issued by other signatory countries if those public documents are authenticated by the attachment of an internationally recognized form of authentication known as “Apostille”. This “Apostille” attached in foreign public documents must be authenticated by the Peruvian authority duly designated, in order to use the referred document in Peru, replacing the regular notarization and legalization procedure.

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Participation Account Agreement Two or more parties can enter into an agreement to carry out a particular business activity under this type of agreement. Pursuant to this agreement, one of the associates is the active partner who agrees to share in the results or profits of one of the businesses with another person who is the silent partner (or partners), in consideration of the contribution of goods or services to the business. The active partner operates the business and is responsible before third parties. This agreement does not give rise to an entity different from the active partner.

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Consortium contract Under this form of collaboration agreement two or more parties associate to actively and directly participate in a certain business with the purpose of obtaining an economic profit. However, each party maintains its independence. Each party is individually liable to third parties for the activities of the agreement. The agreement sets the extent of participation in the results; otherwise it is deemed to be equal for all the parties. For tax purposes, it is considered a separate taxable entity when independent accounting records are kept.

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Work Force and Labor Charges Labor relations

Labor and management relations Peruvian labor legislation is characterized for being atomized into many laws and regulations. However the creation of a single General Labor Law is foreseen which will comprise the entire labor legislation. In regard with the labor relationship, it should be noted that once this is initiated, employees must comply with a trial period of three months, during which they can be dismissed without indemnity for unjustified dismissal. The trial period can be extended to six months or one year for skilled employees, or those appointed to management and positions of trust. There are special additional rights for women and minors. Payroll Peruvian employers must use the System of “Electronic Payroll”, which is supervised by the Tax Administration. Indirect Hired Employees Currently, Peruvian labor legislation establishes two kinds of agreements in order to hired employees indirectly: - Intermediation - Outsourcing. Regarding to an intermediation agreement, this agreement consists on the rending of temporary, complementary and highly specialized services. By this agreement the intermediary entity assigns employees to a company in order to perform services under its instructions, but their labor relationship remains with the intermediary entity. It is important to highlight that the intermediary entity will assume the labor cost involved on the employees´ assignment. On the other hand, outsourcing services are contracted by an entity in order to

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perform specialized activities, as long as the outsourcing company assumes the risk and responsibilities of its own financial, technical and material resources, as well as the responsibility of the result of its activities. Also, it should be mentioned that the workers of the outsourcing company must remain under its exclusive subordination. Unions Presently the union movement in Peru is not very strong. Employees in construction, transportation and industrial companies commonly form the strongest unions, being the most important the Confederación General de Trabajadores del Perú (C.G.T.P.) and the Central de Trabajadores del Perú (C.T.P.). Unions or workers’ representatives usually negotiate salary increases, fringe benefits and other special conditions through collective bargaining with employers. Agreements reached with unions that comprise more than one-half of a company’s employees are applicable for all employees, even if they are not members of the union. Fringe Benefits Voluntary and statutory fringe benefits, usually granted to the personnel, are deemed by the employers as an additional cost of employment. In this regard, fringe benefits established are those regarding medical care, vacations, recreational expenses, bonuses, among others. Additionally, as of May 2009, legal bonuses paid in July and December will not be levied by any social contribution, only being taxed by the corresponding income tax. This legislation is applicable to workers under the public and private regimes until December 31, 2010.

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Employer’s Payroll Costs in Peru

Salaries Compensation is commonly paid in the form of wages and salaries or by way of commissions, and may be paid in either Peruvian or foreign currency. Compensations are levied with statutory social contributions and employee’s taxes.

Vacations Employees are entitled to paid annual vacations of one month upon completion of each year of service, with a minimum attendance of 260 days if the workweek is six days long and 210 days if five days long.

The employer may also agree with employees whose monthly compensation is not less than two tax units (equivalent to S/.7,200 or approximately US$2,600) that their compensation be paid as an annual package computed on an annual basis, including all legal and conventional benefits, with the exception of profit sharing.

The employer and the employee may agree to allow up to two year’s vacation to accumulate. However, at the end of the first year the employee should take a seven-day vacation period. If the employer does not grant vacations to the employee, a payment equivalent to two compensations must be made (one corresponding to the work performed and the other as indemnity for not having taken vacations).

Profit sharing There is a general system of participation in company profits. Employees of companies which perform activities generating third category income are entitled to participate in the profits of the company, provided the company has more than 20 employees, and they are subject to the labor regime for private employees. Employees share the profits of the company through the distribution by the company of a percentage of its net income before taxes. This percentage varies according to the employer's business (from 5% to 10%). Overtime Overtime, including work on statutory holidays, is payable at a premium agreed on between the parties, which may not be lower than 25% of the ordinary hourly rate for the first two hours, and 35% for the following hours. Normal working hours should not exceed 8 hours per day or 48 hours per week. This 48 workweek hours applies to any employee with exception of those appointed to management and trust positions. Night Shift Additional Payment Employers which have employees who work between 10:00 p.m. and 6:00 a.m. are obliged to pay an additional payment. This additional amount correspond to an increase of at least 35% of the daily working hour.

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Termination of employment The employer may not dismiss an employee for reasons of behavior or qualification without granting the employee a reasonable term of not less than six calendar days to defend him/herself in writing against such charges, unless a serious misdemeanour, or a term of thirty calendar days to prove his/her qualification or correct the behavior. Should the employee be terminated and no fair cause exists (dismissal without grounds), the employee will have the right to receive a severance payment equal to 1.5 monthly salaries for each year of service, up to a maximum of 12 salaries. Severance indemnity (CTS) Employees are entitled to a tax-free severance indemnity to be received upon death, retirement, resignation or dismissal. This indemnity is equivalent to one month’s salary plus one-sixth of a salary for each year of service. Employers are obliged to deposit the CTS on a semi-annually basis in banking or financing institutions and in the currency (national or foreign) chosen by the employee. These deposits must be carried out within the first fifteen (15) days of May and November each year, on the basis of as many 1/12 of the retribution received by the employee in April and October respectively, on whole worked months within the corresponding semester.

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Social Security Administration for Health Services (EsSALUD) There is a general state system of social security for health services, which is administered by EsSalud, providing health coverage as established by law. In general, all dependant employees registered on the payroll are covered by EsSalud, being the labor relationship the only requirement for obtaining coverage, regardless of the term of employment or the number of hours worked per day, week or month. Employers must contribute for all their employees, including foreign employees registered on the payroll, which are based on the total monthly compensation, including compensation in kind, with certain exceptions such as profit sharing payments and extraordinary bonuses. The rate of this contribution is 9% of his/her compensation. National Pension Fund The National Pension Fund, managed by the Oficina de Normalizaci贸n PrevicionalONP, provides pensions to retired employees of either sex who have reached the age of 65, provided they have fulfilled with their contribution for a minimum of 20 years. This contribution amounts to 13% of his/her compensation. Private Pension System Private pension fund administrators, locally known as AFPs, manage an alternative pension system. AFPs guarantee pensions for retirement, handicap and survivorship pensions, and burial expenses. For these purposes employees must contribute 10% of their monthly

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compensation, plus commissions for the AFP and insurance premiums for handicap and burial coverage, making a total contribution of approximately 12.8 percent of the compensation. National Pension Fund The National Pension Fund, managed by the Oficina de Normalizacion PrevicionalONP, provides pensions to retired employees of either sex who have reached the age of 65, provided they have fulfilled with their contribution for a minimum of 20 years. This contribution amounts to 13 % of his/her compensation. Private Pension System Private pension fund administrators, locally known as AFPs, manage an alternative pension system. AFPs guarantee pensions for retirement, handicap and survivorship pensions, and burial expenses. For these purposes employees must contribute 10% of their monthly compensation, plus commissions for the AFP and insurance premiums for handicap and burial coverage, making a total contribution of approximately 12.8% of the compensation. Labor Audit System The labor authority is in charge of watching and ensuring that employers fulfill the labor and provisional rulings. Also, this entity is in charge to provide technical assistance to the employers as well as the employees, protecting their corresponding rights. The labor authority is entitled to impose fines on employers who infringe the labor law.

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Corporate Financial Reporting The IFRS and accounting practices in Peru

Accounting practices in Peru have developed significantly when compared to other countries in the region. In fact, as from late 90´s Peruvian accounting practices are closer to the International Financial Reporting Standards (IFRS) as Peru was one of the first countries in the region to adopt the International Accounting Standards (IAS) as a basis for its national accounting framework.

the historical opening balances to prepare the financial statements for 2005. Under IFRS, Peru did not qualify as a hyperinflationary country after 1992; therefore the financial statements starting from that date should not be restated for inflation according to IAS 29 Financial Reporting in Hyperinflationary Economies.

As is widely known, IFRS gather together the IFRS and IAS issued by the International Accounting Standards Committee (IASC) and the SIC and IFRIC interpretations. According to the Peruvian General Corporate Law, the financial statements of Peruvian companies must be prepared according to accounting principles generally accepted in Peru (Peruvian GAAP), which comprise:

b) For Peruvian GAAP purposes, the CNC approved maintaining the application of the equity method of accounting for investments in subsidiaries presented in separate financial statements of an entity that issues consolidated financial statements. IFRS, IAS 27 (modified) - Consolidated and Separate Financial Statements, only permits investments, in subsidiaries presented in separate financial statements, to be accounted for at cost or at fair value, as is indicated in IAS 39.

a) The legal and regulatory requirements on accounting matters, and b) The IFRS made official through resolutions issued by the Peruvian standard-setter, the Consejo Normativo de Contabilidad (CNC). Currently, after the most recent approval of certain standards and pronouncements by the CNC, the major differences between IFRS and Peruvian GAAP are: a) Under Peruvian GAAP until December 31, 2004, it was required that financial statements be adjusted to reflect the effects of inflation based on a methodology approved by the CNC. The balances restated for inflation were considered to be

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At December 31, 2007 the Consejo Normativo de Contabilidad has approved lAS 1to 41, IFRS 1 to 6 and SIC 1 to 33. On March 19, 2008, the Consejo Normativo de Contabilidad under Resolutions No.040-2008-EF/94, made official the application, effective January 1, 2009, of the revised version of IAS 32 and IFRS 7 and IFRS 8, all amendments of the interpretations´ committee IFRIC (effective 2008), except for IFRIC 13 and 14 to be effective starting 2009).

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This publication is not intended for specific industries and may not cover differences for companies operating in these industries. This publication mainly covers the differences applicable to companies in general. Users and prepares of financial statements must consult all the relevant accounting standards, interpretations and pronouncements issued by the regulators for a detailed knowledge of the accounting treatment and financial information reporting requirements.

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This summary takes all the standards and interpretations issued and approved by the CNC up to June 30, 2008. Currently the Comisi贸n Nacional Supervisora de Empresas y Valores (CONASEV) is in the approval process of a regulation by which public entities in Peru must adopt as from 2011 IFRS as issued by the International Accounting Standard Board (IASB).

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Environmental and Social Aspects Since the foundation of the Ministry of the Environment (MINAM) in 2008, there has been a process of institutional strengthening regarding environmental issues in the Country. In this sense, it is important to mention that the legal framework is constantly being updated in order to improve the State´s environmental performance. In Peru the National Environmental Policy (NEP: Política Nacional del Ambiente) is in accordance with the General Environmental Law (Ley General del Ambiente). The former is one of the main management tools for the accomplishment of Sustainability Development within the

country. It has been devised taking into account the Environment and Development Rio Statement, the UN-MDG and other international statements and treaties signed by the Peruvian State in the environmental dimension. The NEP is a compulsory instrument which gives orientation to public and private activities. Its main areas are: biological diversity, forests, climate change, solid residues, sanitization, chemical substances and others. It is aligned with the Country´s development strategy and it states that the natural resources, whether they are renewable or non-renewable, are the Country´s equity. It highlights the preservation of the Amazon with Sustainable Development.

Some Key Facts and Figures: - Peru is one of 15 countries with land and more than 18 million the greatest biological diversity hectares of natural protected in the world. areas. - 25,000 plant species (5th - There are 12,000 lakes and country in the world: 10% of the 77,600 m3 water/person spread world total) of which 30 % are heterogeneously along the endemic. territory. While in the coast live - Occupies the second place in 55% of the national population bird species (1816 species) and it has 2% of the water, in the third in amphibians (408 forest where 14% live it has 98% species) and mammals (462 of the water. The national species). consumption of surface water is - 2,000 fish species (10% of the 20,000 million of m3/year. world total) and 36 of the 83 - Due to the illegal extraction and cetacea species of the world. commerce the loss of 10 million - 11 eco-regions, 28 of the 32 hectares has generated weather types and 84 of the 117 important challenges in life areas of the world. deforestation. There is big - 66 million hectares of forest (9th potential for the development of country in the world with forest), agriculture, agribusiness, 4th in tropical forest and has fisheries, aquaculture, 13% of the Amazon forest. hydrocarbon industries, mining - 7.6 million hectares of land with and metal works, tourism, capacity for agriculture, 17 biofuels production and million hectares for grazing, 55.2 alternative energies. million hectares of protected PwC - 2010

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Some Key Facts and Figures: - The population growth rate is of traditional knowledge and are 1.6%, the demographic density part of the science and is 17.6 person/Km2. 70% live in technology equity of the Country urban environments that grow and the world. rapidly and with little planning. - Up to June 2010 the total - The deficit of green and number of conflicts in Peru to recreational areas, malnutrition, that month is 250 of which 169 educational system weakness are active (68%) and 81 are and poverty is still the latent (32%). The motives are characteristic of most of the spread as follows: 126 areas in Peru, hence this is an environmental and 124 purely area where many companies can social. The top five ranking deploy resources for their locations in Peru are as follows: Corporate Social Responsibility Puno, Cusco, Lima, Ancash and (CSR) activities. Cajamarca. Extrapolating these - Peru is a multi-cultural country last five locations we can say that with more than 14 on average 57.8% of the conflicts ethnolinguistic families and 72 are due to the mining sector and ethnic groups. The indigenous 42.2% to other sectors. cultures are important centers

Business and Environment (General Environmental Law 28611):

Every incumbent is responsible for the emissions, discharges and other negative impacts that are generated upon the environment, health and natural resources as a consequence of their activities. This responsibility includes risks and environmental damages that are generated by action or lack of it.

continuous application of a preventive and integrated environmental strategy for processes, products and services with the objective to increase the efficiency, manage the resources rationally and reduction of the risks on the population and the environment to not accomplish sustainable development.

The incumbent should adopt prevention measures of environmental damage risk within the source of their generation.

The State promotes, spreads and facilitates the voluntary adoption of policies, practices and mechanisms of CSR of the enterprise.

The assessments for the investment opportunities or projects at prefeasibility, feasibility and definitive in charge of public or private entities, that could have an impact on the environment must consider the necessary costs to preserve the environment of the locality where the project will be executed. The national, sectorial, regional and local authorities, by means of Legislation, promote tax incentives in order to stimulate the development of investment projects with clean production (technologies) and enterprise activities in general, taking into account that clean production (technologies) comprises the

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Two important principles related to Business and Environment (GEL 28611): - Article VIII- Principle of Cost Internalization - Article IX – Principle of Environmental Responsibility Both of them state that who contaminates, pays. It is important to mention that the environmental and social regulation is customized to each sector (own Maximum Allowable Limits) or Ministries (for example: Ministry of Production, Ministry of Energy and Mining) and enforced at the three levels of Government.

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Society and Environment (General Environmental Law: GEL 28611):

The rights of indigenous peoples, farming and native communities, all recognized in the Political Constitution, must be defended at all cost. The assessments of exploration, exploitation and use of natural resources authorized within indigenous peoples land must adopt the necessary measures to avoid the destruction of their cultural, social or economic integrity or their traditional values. In the case where projects or activities to be developed within the land of indigenous people and native

Environmental Impact Assessment (EIA)

The Environmental Impact Assessment is carried out under the National System of Environmental Impact Assessment (SEIA). The latter establishes that every human activity that represents construction, buildings, services and other activities, as well as policies, plans and public programs that cause significant environmental impact is subject by law to the National System of Environmental Assessment (SEIA). The SEIA is composed by the MINAM as the directorate and administrative

Environmental and Social Aspects

PwC - 2010

Peruvian Trends The growth rate for Inclusive business is increasing. Companies are changing their view to a more responsible way of doing business and this is rewarded by society. The Reducing Emissions from Deforestation and Forest Degradation projects do not yet have a great impact on Peruvian economy; however, they are in the pipeline of the Ministry of Environment. It is important to mention that since Peru is a country of forests, given that it shares a vast territory in the Amazon, looking at investment opportunities in this area will be of much

communities, the consulting procedures are addressed preferably to establish agreements with their representatives with the ultimate goal to protect their rights and their traditional customs as well as to set up measures麓 of compensation for the use of their resources. Also, any activity (mining, fisheries or municipal) from a while ago needs the permission of the urban or rural community like a kind of social license that is present across all sectors (Mining Agriculture, Forestry, Tourism).

organism which assures the integration and transectorial mechanism. It is also composed of national, regional and local authorities called Competent Authorities. Finally, the authority in charge of the supervision and enforcement is the OEFA (Organismo de Evaluaci贸n y Fiscalizaci贸n Ambiental). In order to have a license to operate, a company must have an Environmental Certificate issued by the Competent Authority.

importance for the corporate strategy of any company that is planning to invest in Peru. Clean Development Mechanism projects have a very big potential for development in Peru, in fact a very prestigiuos magazine (Carbon Point) in this matter has put the country as the 6th most attractive for Project Development in the world. Looking at the potential that Peru has for its natural resources an investor should look at renewable energies, forestry, agriculture, infrastructure, etc.

Doing Deals in Peru

30


Industry Analysis

Financial Industry Tourism Mining Telecommunications Manufacturing Retail Fishing Agribusiness Energy & Utilities Real Estate


Financial Industry Increase in Banking Deposits and Loans Growth in Deposits (Millions of US$)

-

The banking system has the greatest proportion of deposits (93.5%) and loans (88%). In a distant second place are Municipal Savings and Loans (representing 5.3% and 7%, respectively).

Banking Institutions Financial Enterprises Municipal Savings and Loans Rural Savings and Loans Total

2007

2008

2009

23,204 201 1,213 238 24,856

29,528 35 1,503 277 31,343

31,806 27 1,810 373 34,016

Variation 2009/2008 7.71% -22.86% 20.43% 34.66% 8.53%

Source: SBS (Superintendencia de Banca y Seguros)

Increase in Banking Deposits and Loans Growth in Loans (Millions of US$)

Banking Institutions Financial Enterprises Municipal Savings and Loans (1) Rural Savings and Loans (2) Microfinance Institutions (3) Total

2007

2008

2009

21,509 325 1,432 271 397 23,935

28,154 277 1,875 344 357 31,007

29,041 1,127 2,230 450 280 33,128

Variation 2009/2008 3.15% 306.86% 18.93% 30.81% -21.57% 6.84%

Source: SBS

-

-

PwC - 2010

Municipal Savings and Loans obtain funds from the public, specializing in financing operations primarily catering to small and micro enterprises that have been previously unable to access traditional banking agencies.

enterprises in remote areas. -

Microfinance Institutions (MFI) focus on funding individual entrepreneurs as well as small and micro enterprises. They do not receive deposits from the public.

Rural Savings and Loans specialize in funding to medium, small and micro

Doing Deals in Peru

32


Banking System Deposits in the last two years and their respective variations Banking Institutions

Deposits 2008 Deposits 2009 Variation (Millions of US$) (Millions of US$) 2009/2008 10,773 11,145 3.45% Banco de Crédito del Perú 6,552 7,072 7.94% Banco Continental BBVA 4,856 5,044 3.87% Scotiabank Perú 3,054 3,784 23.90% Interbank 1,004 1,034 2.99% Banco Interamericano de Finanzas 577 773 33.97% Citibank 572 767 34.09% Mibanco 496 598 20.56% Banco Financiero 362 422 16.57% HSBC Bank Perú 270 319 18.15% Banco de Comercio 219 197 -10.05% Falabella Perú S.A. 213 255 19.72% Banco Santander Perú 148 132 -10.81% Banco Ripley 57 181 217.54% Deutsche Bank Perú 45 82 82.22% Banco Azteca Perú 29,198 31,805 8.93% Total Source: SBS

Loans in the last two years and their respective variations Banking Institutions

Loans 2008 Loans 2009 Variation (Millions of US$) (Millions of US$) 2009/2008 8,960 9,766 9.00% Banco de Crédito del Perú 6,873 6,800 -1.06% Banco Continental BBVA 4,617 4,344 -5.91% Scotiabank Perú 2,990 3,289 10.00% Interbank 872 877 0.57% Banco Interamericano de Finanzas 573 635 10.82% Citibank 781 985 26.12% Mibanco 644 704 9.32% Banco Financiero 383 511 33.42% HSBC Bank Perú 266 310 16.54% Banco de Comercio 371 337 -9.16% Falabella Perú S.A. 113 180 59.29% Banco Santander Perú 300 238 -20.67% Banco Ripley 0.00% Deutsche Bank Perú 40 65 62.50% Banco Azteca Perú 27,783 28,976 4.29% Total Source: SBS

PwC - 2010

Doing Deals in Peru

33


Banking and Financial Intermediation Banking and Financial Intermediation in Peru 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 60.00% 50.00%

49%

42% 40%

40.00% 30.00%

34%

33%

20.00% 10.00%

6.60%

14.50%

10.70%

19.50%

6.50%

0.00% Banking (Deposits/GDP)

Financial Intermediation (Loans/GDP)

Source: BCRP

-

In the last three years, both variables, Banking and Financial Intermediation, have been active despite a decade of static growth.

-

Deposits and loans have been outpacing GDP growth.

-

Representatives of the SBS announced in late August of 2010 that banking levels may surge from 23% (August 2010) to 35% in the next four years.

Direct Loans according to Credit Type Commercial Loans (MM of US$)

Banking Institutions Financial Enterprises Municipal Savings and Loans Rural Savings and Loans Microfinance Institutions Total

PwC - 2010

Microenterprise Loans (MM of US$) 2009 19,013 48 557 68 33 19,719

Var. 2009/08 8.87% 269% 30.44% 47.83% -10.81% 9.63%

Banking Institutions Financial Enterprises Municipal Savings and Loans Rural Savings and Loans Microfinance Institutions Total

2009 1,956 637 1,249 288 188 4,318

Var. 2009/08 10.88% 248% 31.05% 46.19% -22.63% 29.3%

Doing Deals in Peru

33


Consumer Loans (MM of US$)

Banking Institutions Financial Enterprises Municipal Savings and Loans Rural Savings and Loans Microfinance Institutions Total

Mortgage Loans (MM of US$) 2009 5,674 931 505 110 60 7,280

Var. 2009/08 8.51% 2270% 18.54% 20.88% -7.69% 12.62%

Banking Institutions Financial Enterprises Municipal Savings and Loans Rural Savings and Loans Microfinance Institutions Total

2009 4,357 143 90 12 17 4,619

Var. 2009/08 17.85% 257.5% 30.43% 20% 41.67% 20.66%

Source: SBS

Latest events

-

-

The Bank of China, one of the most important banks in the People´s Republic, is evaluating the possibility of opening offices in Peru, due to the large number of Chinese investors present in this South American country. An agreement has already been signed with Interbank, to create an office for Chinese investors in Peru. The chief of the SBS, publicly announced that the Chilean company Cencosud, owner of the financial entity Bank of Paris, could be operating in the Peruvian Banking System under

the same name by the end of 2010. -

Peru will raise the Reserve Requirement from 65% to 120% beginning September 1st. This policy intends to curb “short-term speculative funds” that may undermine the national currency and hinder Peru´s swift recovery from the global financial crisis. The announcement was made after the Peruvian Sol reached a historically high exchange rate of 2.7955 Soles per US Dollar on August 26th.

Source: Living in Peru, Diario Gestión, Bloomberg

PwC - 2010

Doing Deals in Peru

35


Insurance System Total Insurance Premiums (Millions of US$) Insurance Companies

Premium 2009

Variation 2009/2008

660 306 197 147 102 126 81 71 51 15 10 13 12 1793

40% 13% 19% 52% 5% 58% 21% 45% 11% 0% 11% 63% 200% 30%

Rímac El Pacífico Peruano Suiza El Pacífico Vida Mapfre Perú InVita La Positiva Interseguro La Positiva Vida Mapfre Perú Vida Ace Secrex Cardif Protecta Total Source: SBS

Insurance Premiums: Types and Levels of Market Penetration Premiums by Type (Millions of US$) 1200

1085

1000 800 600 400

425 243

521

588 424

550 455

582 490

652 529

705 532

2006

2007

796

710

583

272

200 0 2001

2002

2003

2004

2005

2008

2009

General Life

PwC - 2010

Doing Deals in Peru

36


Market Penetration % (Total Premium/GDP) 3.18% 2.68%

2.62% 2.06% 1.65%

2.16%

1.87%

2.26%

2.22%

2.29% 2.16%

2.13%

1.50% 2001

2002

2003

2004

2005

2006

2007

2008

2009

Source: SBS

Pension System: Private Pension Funds (PPF) Assets Under Management by Domestic Companies (Millions of US$) Company

Total Fund Value-Dec '09

Variation 2009/2008

Integra Prima Horizonte Profuturo Total

7,716 7,348 5,736 3,516 24,316

51% 51% 56% 58% 53%

Assets Under Management: Yearly Fluctuations (Millions of US$) 3,516

5,736

2009 2,220

3,684

2008 2,803

7,348 7,716

4,865 5,117 Profuturo

4,564

2007

Horizonte

6,331 6,437 2,272

2006

3,636

Prima Integra

4,435 4,840

1,695 2005

2,710

289

0

3,384 1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

Source: SBS

PwC - 2010

Doing Deals in Peru

37


Latest Events -

Private Pension Funds are planning to invest more than US$ 300 MM in a limited number of infrastructure projects during 2010, according to the Pension Fund Association (AAFP). Specifically, PPF has plans to invest more than US$ 30 MM in the development of “Project Huascacocha”, which involves the transferring of water from Lake Huascacocha located in Yauli (Junín) to the treatment plant of La Atarjea in Lima. As of now, it has completed 31.5% of the bond issue needed to finance its construction.

-

Once again in reference to the appreciation of the Sol on August 27th, the Central Bank, in an attempt to rectify the volatility of the Sol, has also increased the limit of private pension funds´ overseas investments. Additionally the BCR has enacted a limit on daily currency trades. BNP Paribas S.A. views the actions of the Central Bank as an attempt to ensure strong and stable currency appreciation. Forecasting exchange rates for the Sol to be 2.70 by June of 2011 instead of the 2.75 once predicted.

Source: Semana Económica, Diario El Comercio, Bloomberg

PwC - 2010

Doing Deals in Peru

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Tourism Context Number of Tourists

-

Between 1995 and 2009, the number of world tourists has growth at an average rate of 3.24%. In Peru, the rate of growth was some 10.6%.

2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 World (Millions)

PerĂş (Thousands)

Source: Ministerio de Comercio Exterior y Turismo

Countries with the highest number of international tourist arrivals (Thousands of people)

-

France is the country with the highest number of international tourist arrivals, with 76 million tourists, while Peru only receives 2 million tourists. China has better prospects for inbound tourism worldwide according to the World Tourism Organization.

76.0 55.6 49.4

46.8 36.5 30.0 21.9

21.5

20.3

20.0 2.1

France

Spain

USA

China

Italy

United Mexico Germany Turkey Kingdom

Austria

Peru

Source: BADATUR

PwC - 2010

Doing Deals in Peru

39


2008 Most visited cities (% of tourists) 100.0%

93.6%

90.0%

-

Of all the tourists that visit Peru, 93.6% of total tourists visited Lima, followed by 84.1% that visited Cusco.

84.1%

80.0% 70.0% 60.0% 50.0% 38.4%

40.0%

35.5%

30.0% 18.2%

20.0%

17.0% 13.4%

12.9%

12.7% 7.5%

10.0%

4.7%

4.3%

3.8%

3.5%

0.0% Lima

Cusco Puno (Lake Arequipa Ica (Nazca Colca Titicaca) Lines) Canyon

Huaraz (Callej贸n de Huaylas)

Paracas (Ballesta Islands)

Trujillo

Puerto Cajamarca Chiclayo Maldonado

Iquitos

Others

Source: BADATUR

-

The main activity carried out by 62% of tourists who visit Lima is to go to museums, while 99% of tourists go to Cusco to visit Machu Picchu.

Type of activity carried out by tourists in the most visited cities in Peru Lima (% of tourists)

55%

Cusco (% of tourists)

99% 62% 37%

47% 36%

City Tours

Source: BADATUR

PwC - 2010

Visits to museums

Visits to churches convents, monuments

Visits to Machu Picchu

City Tours

Visits to museums

Source: BADATUR

Doing Deals in Peru

40


SWOT Strenghts

Weakness

Increasing interest of society in recognizing tourism as a priority for development.

Many uncoordinated actors in the management and planning of tourist destinations. Low capacity of governments to plan and execute the investments projects.

Peru still conserves numerous natural and cultural resources in their original state. A specific legal frame exists for defense and protection of natural and cultural patrimony of Peru. New institutions, mainly universities, are specializing students in tourism. The growth trend is maintained in growing national and international tourism. Satisfaction of present tourists is showing positive improvement.

Non up-to-date statistical information. Lack off effective control for protection of natural and cultural patrimony. Insufficient basic infrastructure (light, water, cleaning and telecommunications) in many of the destinations. There is only one commercially operative international airport, International Jorge Chรกvez.

Opportunities

Threats

Increase in the contribution of sector to GDP. Destinations are creating diverse circuits, making the tourist experience more lasting. Recognitions have increased relevance of Peru as a world-wide destiny of tourism. Increasing business participation in heritage conservation. Increased investments in infrastructure and basic services .

High degree of competition amid other emerging tourist zones. Use of Fund of Development and Tourist Promotion is only until 2013. Insecurity, common delinquency, protests and accidents on highways. Risk of environmental and cultural degradation persists. Pollution, depredation and natural disasters.

Source: Mincetur

PwC - 2010

Doing Deals in Peru

41


Supply -

The number of lodging establishments has growth progressively from 2002 to 2009 at an annual average rate of 6.7%.

Lodging Establishments 11,932

8,281

9,251

9,939

The net rate of rooms occupancy always registers its highest number in July, due to national holidays. Last year the flow of guests has returned to 2007 levels.

Net rate of rooms occupancy 12,673

8,763

-

35

10,995

10,357

30

25

20

15 2002

2003

2004

2005

2006

2007

2008

2009

Source: Ministerio de Comercio Exterior y Turismo

Jan-03 Jan-04

Jan-05 Jan-06 Jan-07 Jan-08 Jan-09 Jan-10

Source: Ministerio de Comercio Exterior y Turismo

Demand -

Arrival of foreign visitors to Peru has grown progressively, at an annual average rate of 10.8%.

-

In 2009, the largest percentage of tourists came from Chile with 22.57% followed by the United States with 18.51% of the total of visitors.

International arrivals by place of residence - 2009

Foreign Tourist Arrivals (Thousands of people)

Asia 4%

Others 4%

North America 22%

Europe 20% 997

1,069

1,276

1,486

1,634

1,812

1,948

2,023

2003

2004

2005

2006

2007

2008

2009

2002

Source: Ministerio del Interior

PwC - 2010

Source: BADATUR

South America 50%

Doing Deals in Peru

42


-

Foreign exchange earnings has increased steadily since 2002 at an average rate of 16.91%.

-

In Peru, the largest percentage of tourists are between 20 and 39 years (40%) followed by 40 to 59 year-old people (35%).

International arrivals by age group (2008)

Foreign exchange earnings (Millions of USD)

More than 80; 1% 2395

60 to 80; 14%

2471

20 to 39; 40%

2007 1775 1438 1232 1023 837

40 to 59; 35% 2002

2003

2004

2005

2006

2007

2008

2009

0 to 19; 10%

Source: BADATUR

Source: Ministerio del Interior

Market Per Cรกpita Spent (US$)

1,306 1,204

1,149

1,148

1,093

-

Each tourist spent in Peru US$1,148 in 2009. This per capita expenditure has increased around 25% since 2004, at an average annual rate of 4.18%.

1,011

1996

1997

1998

1,009 1,026

994 943

893

1995

1,048

1,031

1999

932

2000

2001

2002

918

2003

2004

2005

2006

2007

2008

2009

Source: BADATUR, BCRP

PwC - 2010

Doing Deals in Peru

43


-

Foreign Direct Investments (FDI) on tourism in Peru have been stable around US$ 62 millions.

-

This sector represents almost 4% of the country's GNP.

Foreign Direct Investments in Tourism (Millions of USD)

62 58

58

58

62

62

62

64

63

62

58

42 36

36

26

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: BADATUR, Proinversion

Tourism Contribution to GNP (%)

4.10% 4.00%

4.09% 4.00% 3.99%

3.90% 3.90% 3.90% 3.84% 3.80%

3.80%

3.84%

3.79%

3.60% 3.50%

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: BADATUR

PwC - 2010

Doing Deals in Peru

44


Mining Actual market - Mining Production Ranking for 2009 by commodity (Peru)

Mineral

World

Silver Zinc Tin Bismuth Tellurium Lead

1 2 3 3 3 4

Latin America 1 1 1 1 1 1

Mineral

World

Gold Indium Copper Molybdenum Selenium Iron

6 8 2 4 7 17

Latin America 1 1 2 2 2 5

Source: Top Mining Companies in Peru

Output Variance

Metallic Mining Gold Copper Zinc Silver Lead Tin Iron Molybdenum

2008 7.3 5.7 8.8 11.0 5.4 4.8 0.0 1.1 0.2

2009 - 1.4 1.4 0.4 - 5.8 4.6 - 12.4 - 3.9 14.4 - 26.5

Source: BCRP

PwC - 2010

Doing Deals in Peru

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Current market - Exports of mining products

2010 Top Mining Exporters Mining exports Jan-Mar 2010/2009 (in thousands of US$ FOB) N° 1 2 3 4 5 6 7 8 9 10 11 12

Legal Name Southern Peru Copper Compañía Minera Antamina Minera Yanacocha Sociedad Minera Cerro Verde Minera Barrick Misquichilca Consorcio Minero AYS Procesadora Sudamericana Universal Metal Trading Cía. de Minas Buenaventura Volcan Compañía Minera Gold Fields La Cima

2010 675,747 567,699 469,114 412,198 410,132 321,907 241,974 185,912 168,633 90,792 78,346 78,181

2009 313,297 325,206 467,812 218,876 284,561 126,244 36,335 143,023 105,524 71,582 11,948 47,905

Var% 115.69% 74.57% 0.28% 88.32% 44.13% 154.99% 565.95% 29.99% 59.81% 26.84% 555.72% 63.20%

Source: Ministry of Energy and Mines of Peru

Next steps and recent development - As of the present date, investments in mining have reached US$ 39,323 million, that is 38 projects, including exploration and project extension. - Buenaventura and Gold Fields made public, in May 2010, the discovery of silver, gold and copper ore deposits equivalent to 5.6 million tons. - Mining activities slowed down by 1.4%

PwC - 2010

during 2009, after a consecutive 20year growth. - Precious metals were not affected by the international uncertainty and grew slightly. - Peru is the largest silver producer with 3854 tons. - Despite the global financial crisis, investment in mining grew by 60%.

Doing Deals in Peru

46


Major Mining Projects (2010-2016) Project Extension Extension of operations in Ancash Extension of Marcona iron mine (Ica) Extension of Mining Operations in Arequipa Extension of the Ilo Smelter and Refinery Extension of the Cajamarquilla zinc refinery Extension of Lagunas Norte (La Libertad) mine Extension of Colquijirca (Junín) mine Confirmed Investments Toromocho (Junín) Tía María (Arequipa) La Zanja (Cajamarca) Feasibility Studies Quellaveco (Moquegua) Río Blanco (Piura) Exploration Las Bambas (Apurímac) Pampa Congo (Arequipa) Minas Conga (Cajamarca) Galeno (Cajamarca) Hierro Apurímac (Apurímac) Antapaccay (Cusco) Cañariaco (Lambayeque) Los Chancas (Apurímac) La Granja (Cajamarca) Constancia (Cusco) Marcobre (Ica) Michiquillay (Cajamarca) Chucapaca (Moquegua) Quechua (Cusco) Corani (Puno) Magistral (Ancash) Chaquicocha (Cajamarca) La Arena (La Libertad) Haquira Pukaqaqa (Huancavelica) Hilarión (Ancash) Pucamarca (Tacna) Shauhindo (Cajamarca) Tantahuatay (Cajamarca)

Firm

Investment (Millions of US$)

Compañía Minera Antamina Shougang Hierro Perú Sociedad Minera Cerro Verde Southern Copper Corporation Votorantim Metais Barrick Misquichilca Sociedad Minera El Brocal

1100 1000 1000 600 500 400 197

Chinalco Southern Copper Corporation Buenaventura

2200 950 60

Anglo American Zijing Mining Group

3000 1440

Xstrata Nanjinzhao Group Minera Yanacocha Jiangxi Copper Strike Resources Xstrata Candente Resources Southern Peru Cooper Corp. Río Tinto Norsemont Mining Chariot Anglo American Canteras del Hallazgo Mitsui Mining Bear Creek Mining Inca Pacific Resources Minera Yanacocha Rio Alto Mining Antares Perú Compañía Minera Milpo Compañía Minera Milpo Minsur Sulliden Gold Minera Buenventura

4200 3280 3000 2500 2300 1500 1200 1200 1000 846 744 700 700 490 428 402 400 360 301 300 300 90 90 56

Source: Ministry of Energy and Mines of Peru

PwC - 2010

Doing Deals in Peru

47


Telecommunications Top Companies – 2009 Net Sales (US$ Millions)

Top Companies

Ranking 1 2 3 4 5 6 7 8

Company 2008 Telefónica del Perú 2,246.7 Movistar 1,065.2 641.8 América Móvil Perú - Claro Nextel del Perú 210.6 Brightstar Perú 168.9 Telefónica Multimedia 146.1 Telmex Perú 121.3 Telefónica Serv. Compartidos Perú 42.2

2009 2,521.4 1,231.6 811,1 268.4 187.2 162.0 138.8 46.8

Source: A.E. Perú

Evolution of Telephone Services

24’000,000 22’000,000 20’000,000 18’000,000 16’000,000 14’000,000 12’000,000 10’000,000 8’000,000 6’000,000 4’000,000 2’000,000 0 2001

2002

2003

2004

Number of fixed phones

2005

2006

2007

2008

2009*

Number of mobile phones

* To 3Q09 Source: MTC

PwC - 2010

Doing Deals in Peru

48


Fixed Telephone Services by Company (US$ Millions)

Fixed Telephone Services

Company Telefónica del Perú S.A.A. Telmex Perú S.A. Telefónica Móviles Americatel Perú S.A. Impsat Perú S.A. Gilat to Home Perú S.A. Rural Telecom S.A.C. Nextel del Perú S.A. Infoductos y Telecomunic. Perú S.A. Convergia Perú S.A. Valtron E.I.R.L. TOTAL

2006 2,294,900 21,919 71,981 4,796 3,623 646 91 55 2,593 0 0 2,400,604

2007 2,334,912 35,486 285,681 9,192 5,184 828 674 23 1,372 0 0 2,673,352

2008 2,295,037 74,958 475,971 17,883 5,537 1,114 998 13 1,135 182 99 2,872,927

2009* 2,195,417 91,824 629,953 24,046 5,506 1,406 1,045 8 646 621 157 2,950,629

* To 3Q09 Source: MTC

Mobile Telephone Services by Company (US$ Millions)

Mobile Telephone Services

Company Telefónica Móviles** Nextel del Perú S.A. América Móvil Perú TOTAL

2006 5,058,497 345,029 3,368,628 8,772,154

2007 9,436,371 472,688 5,508,188 15,417,247

2008 12,239,630 610,647 6,722,326 19,572,603

2009* 14,852,365 784,862 7,843,220 23,480,447

* To 3Q09 ** Includes the merge between Telefónica Móviles and Comunicaciones Móviles del Perú (former Bellsouth) since 2005. Source: MTC

Investment Opportunities

Investment Opportunities

Project

Estimated Investment (US$ MM) 150

Band C 1900 Mhz Integration of telecommunication services Buenos Aires - Canchaque Piura 10 Rural Broadband San Gabán - Pto. Maldonado Rural Broadband Juliaca - San Gabán* 2.85 Bandwidth for VRAE and Camisea comunities development To be defined TOTAL 335.9

Concession Awarded 4Q09 3Q09 3Q09 3Q09

* Consolidated Process. The estimated investment amount corresponds to San Gabán-Puerto Maldonado section. The investment amount for Juliaca-San Gabán, VRAE and Camisea-Lurín sections to be defined. Source: Proinversión

PwC - 2010

Doing Deals in Peru

49


Mobile Telephone Company Users’ Migration

Mobile Telephone Company Users’ Migration

Concessionaire receiver Nextel Claro Movistar Total General

Original concessionaire Nextel Claro Movistar 69 68 438 4212 57 1747 495 1816 4280

Total 137 4650 1804 6591

Source: El Comercio

PwC - 2010

Doing Deals in Peru

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Manufacturing Production Performance (Var %)

Production Performance

11.1 9.1

5.8

7.4

7.5

7.5

2004

2005

2006

5.7 3.6 0.7

2000

2001

2002

2003

2007

2008

2009

-7.2

Source: Peruvian Central Bank - BCRP

Production Performance (Var %) Primary Manufacturing Non-Primary Manufacturing Manufacturing

2007 -2.7 14.0 11.1

2008 7.6 8.9 9.1

2009 0.0 -8.5 -7.2

2007 13.1 6.4 4.9 9 -11.2 4.2 -2.7

2008 10.7 9.2 0.5 17.6 9.4 4.1 7.6

2009 7.2 4.6 -4.4 -18.1 -18 27.7 0.0

Source: Ministry of Production of Peru

Primary Manufacturing

Primary Manufacturing (Based on raw materials) Sugar Meat Products Fishmeal Canned and frozen fish Non ferrous metals Refined petroleum Primary Manufactury (Total) Source: Ministry of Production of Peru

PwC - 2010

Doing Deals in Peru

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Primary Manufacturing Production Performance (Var %) 9.1 8.0

7.6

4.8 3.2

3.9

4.1

2005

2006

0.0 2000

2001

2002

2003

2004

2007

2008

2009

-1.7 -2.7 Source: BCRP

Non Primary Manufacturing

Non Primary Manufacturing

Heavy Consumer goods Intermediate Goods Goods for Construction Metallic products and equipment Non-Primary Manufacturing

2007 12.5 12.3 15.1 17.2 14.0

2008 10.3 13.5 15.2 15.9 8.9

2009 -9.6 -9.1 1.3 -16.2 -8.5

Source: INEI

Non Primary Manufacturing Production Performance (Var %) 14.0

8.5

8.5

2005

2006

8.9

7.2 5.9

4.9

3.7 1.4 2000

2001

Source: BCRP

PwC - 2010

2002

2003

2004

2007

2008

2009

-8.5

Doing Deals in Peru

52


Heavy Consumer Goods

Heavy Consumer Goods Production Performance (% Var) Dairy products Oils and fat Other food products Beer and malt beverages Soft drinks Textiles Wood and furniture Other articles of paper and paperboard Toilet and cleaning products Pharmaceutical products Jewelry and office articles Heavy Consumer

2007 8.1 3.1 15.3 10.6 3.2 9.0 12.7 15.1 20.1 12.8 31.7 12.5

2008 11.4 -6.6 5.4 15.5 15.9 -2.3 16.6 48.8 11.6 9.4 -1.0 10.3

2009 -3.0 1.6 -2.7 -1.5 9.1 -29.9 -6.0 -21.9 -2.7 -1.2 -1.6 -9.6

Source: National Institute of Statistics and Information - INEI

Intermediate Goods

Intermediate Goods Production Performance (% Var) Paper and paperboard Paper and paperboard containers Activity of editing and printing Basic chemicals Explosives, natural essences and chemicals Rubber Plastics Glass Intermediate Goods

2007 16.2 7.8 8.2 19.1 8.2 5.8 10.9 26.3 12.3

2008 9.4 2.5 17.7 2.2 8.2 -2.6 7.0 52.7 13.5

2009 -5.1 -2.1 -7.6 -19.5 -13.0 -14.2 -3.9 -5.8 -9.1

Source: INEI

Goods for Construction

Goods for Construction Production Performance (% Var) Paints, varnishes and lacquers Cement Construction materials Toilet and cleaning products Goods for Construction

2007 22.4 6.7 22.6 13.1 15.1

2008 21.7 10.7 17.9 15.7 15.2

2009 5.3 6.4 -3.7 -20.6 1.3

Source: INEI

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Metallic Products and Equipment Production Performance (% Var) Iron and steel Metal products Machinery and equipment Electrical machinery Transport equipment Metallic Products and Equipment

2007 8.1 15.8 24.9 24.9 40.7 17.2

2008 9.9 20.9 -6.9 3 47.3 15.9

2009 -21.1 -13.4 -28.2 -22.4 -3.5 -16.2

Source: INEI

Construction Sector Production Performance (% Var) 16.6

16.5

14.8

8.4

7.7

6.1

2000

2001

-6.5

-6.5

2002

4.5

4.7

2003

2004

2005

2006

2007

2008

2009

Source: INEI

Cement Sales Evolution (% Var) 60.0 50.0

Lima Inside the country

40.0 30.0 20.0 10.0 0 -10.0 -20.0

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2008 2009

Source: ASOCEM (Cement Association)

PwC - 2010

Doing Deals in Peru

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Retail Top Retailers Sales - 2009 (US$ Millions)

Sales Ranking 2009

0

100

200

300

400

500

Source: Colliers Peru

Type*

Stores vacancy 2009

Great Regional Regional Life style Total *

Total stores Vacancy of stores 1Q2009 2Q2009 3Q2009 4Q2009 1Q2009 2Q2009 3Q2009 4Q2009 565 593 686 765 1 9 12 46 218 220 225 238 11 11 14 9 232 234 234 238 7 9 8 3 1,015 1,047 1,145 1,241 19 29 34 58

Great Regional includes: Jockey Plaza, Plaza San Miguel, Mega Plaza, Plaza Lima Sur, Mall Aventura Plaza, Bellavista, and Plaza Norte. Communal includes: Fashion Mall Caminos del Inca, Molina Plaza Primavera Park Plaza and Real Plaza Centro CĂ­vico. Life style includes: Larcomar and El Polo.

Source: Colliers Peru

PwC - 2010

Doing Deals in Peru

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Rent and mainteinance cost* (US$/m2)

Rent price and maintenance cost 2009

Great Regional

44

Communal

35

Life style

38

5

20

40

0 *

9 5

60

Great Regional includes: Jockey Plaza, Plaza San Miguel, Mega Plaza, Plaza Lima Sur, Mall Aventura Plaza, Bellavista, and Plaza Norte. Communal includes: Fashion Mall Caminos del Inca, Molina Plaza Primavera Park Plaza and Real Plaza Centro CĂ­vico. Life style includes: Larcomar and El Polo.

Source: Colliers Peru

Investment in Malls 2010 - 2011 (US$ Millions)

Investment Aventura Plaza

100.0

Grupo Interbank

100.0

Parque Arauco

97.0

Malls PerĂş

60.0 0

20

40

60

80

100

120

Source: Enterprises

PwC - 2010

Doing Deals in Peru

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Investor

Project

Location

Parque Arauco

Parque Arequipa Parque El Golf Mega Express Villa Real Plaza Arequipa Real Plaza Piura Real Plaza Juliaca Real Plaza Chimbote Real Plaza Santa Clara Real Plaza Puruchuco Open Plaza Piura Mall Aventura Arequipa Mall Aventura Santa Anita

Arequipa Lima Lima Arequipa Piura Puno Ancash Lima Lima Piura Arequipa Lima

Grupo Interbank

Malls Peru Aventura Plaza

Latest Events

- Peru's Central Bank reported that construction sector grows 6.5% in 2009, principally due to the enlargement projects of malls and construction of new ones, both in Lima and other cities. - According to Lima Chamber of Commerce, the commerce sector is expected to grow 7.8% during 2010, figure which is based on the expected increase of retail and wholesale activities.

Area (m2) 35,000 13,000 10,000 21,000 12,000 40,000 100,000 20,000 142,000 50,000 100,000 30,000

Operations beginning 4Q2010 2011 1Q2010 2Q2010 4Q2010 3Q2010 3Q2010 2010 2011 4Q2010 2Q2011 3Q2010

- After a year affected by the global crisis, Peruvian Association of Shopping and Entertainment pointed out that investment in shopping centers would be US$ 816 millions by 2010 and within five years, the amount of investment would reach US$ 4,000 million. - A publication of America Economia (2010) notes that in Latin America the growth of sales chains has reached a plateau, having 50% of the market, while the rest of the market is still served by small independent retailers.

Top Retailers Sales - Forecast 2010 (US$ Millions)

Forecast 2010 Jockey Plaza

492.2

Plaza San Miguel

400.0

Megaplaza

319.3

Real Plaza Chiclayo

74.1

Larcomar

65.1

Real Plaza Trujillo

52.7

Real Plaza Huancayo

48.9

El Quinde

40.0 0

100

200

300

400

500

600

Source: Colliers Peru

PwC - 2010

Doing Deals in Peru

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Fishing Peru has 3,080km of sea shore and 200 miles of sea boundary with abundance of phytoplankton and zooplankton. In response to this, Peruvian’s fishing industry represents 8% of global production, occupying the second position after China. It is also the world’s leading exporter of fishmeal and fish oil, mainly due to the fishing of anchovies, which is sold to over 100 countries.

environmental friendly plants that produce less CO2.

An important step on the development of the industry was the implementation of the Individual Fish Catch Quota (ITQ) Law, implemented in April 2009, which allowed companies to have a safe fishing quota and therefore to abandon the concept of “fishing seasons”. One year later, and with the support of government and private entities, this Law has enabled the industry to become more efficient through the use of the modern equipment and better vessels.

The main challenges the industry is facing are finding a suitable economic return for the vessels that have been left unused because they not meet the new requirements as well as helping those fishermen that have been left unemployed due to the reduction in vessel usage (50% approximately) to find a new economic activity.

The Law has also encouraged the private sector to invest in vessels that are cleaner and more energy efficient as well as in

In addition, the industry is also taping into new markets by taking advantage of the high level of proteins and fatty acids in fish and investing in plants that process direct human consumption fish products. It is important to point out that these initial efforts are mainly targeted to the national market.

Regarding plant concentration, Peru has 24 ports that process fishmeal and oil, but only four concentrate nearly 50% of the production of fishmeal and fish oil; as it can be noted in the following chart.

Fishmeal and oil production according to port produced - 2009 Port Chimbote Pisco Callao Chicama Others Total

Fishmeal MT (+000) Share 195 14% 14% 193 130 10% 110 8% 721 53% 1,350

Fish oil MT (+000) Share 39 14% 43 15% 31 11% 22 8% 147 52% 282

Source: Ministerio de la Producción (Peruvian Ministry of Production)

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As it can be noticed in following charts, Peru mainly exports for indirect human consumption fish products (83.6%) which is the situation that the country is trying to reverse.

Regarding these products, 84.3% is destined to fishmeal. The principal clients are China and Germany.

Fishing Exports Classified by Use Products

(Million US$) 2008 2009

Direct Human Consumption 580 Tinned 91 Frozen 474 Cured 16 Indirect Human Consumption 1,743 Fishmeal 1,413 Fish oil 331 Others 109 Total 2,432

(MT +000) 2008 2009

489 63 404 22

376 40 335 2

307 27 277 4

1,633 1,423 210 86 2,209

1,803 1,565 239 64 2,243

1,824 1,537 287 51 2,182

Source: Ministerio de la Producciรณn (Peruvian Ministry of Production)

PwC - 2010

Main destination of frozen fish exports 2009 Country MT (+000) China 73 Spain 45 24 Corea USA 21 Japan 11 Others 102 Total 277

Main destination of tinned fish exports 2009 Country MT (+000) Dominican Republic 4 Colombia 4 Panama 3 Spain 2 Haiti 2 Others 11 27 Total

Source: Ministerio de la Producciรณn (Peruvian Ministry of Production)

Source: Ministerio de la Producciรณn (Peruvian Ministry of Production)

Main destination of fishmeal exports 2009 Country MT (+000) China 754 Germany 269 Japan 117 Vietnam 63 61 Taiwan Others 273 Total 1,537

Main destination of fish oil exports 2009 Country MT (+000) Denmark 85 Belgium 67 China 31 Chile 23 Norway 19 Others 61 287 Total

Source: Ministerio de la Producciรณn (Peruvian Ministry of Production)

Source: Ministerio de la Producciรณn (Peruvian Ministry of Production)

Doing Deals in Peru

59


Agribusiness In the past years, Peru has focused on exploiting its natural and competitive agricultural advantages. Some of these advantages are: - Peru is home to approximately 70% of the globe’s biological species; its 11 natural eco-regions features 84 out of the 104 life zones known in the world. - The price of basic resources such as water and wages are highly competitive. - Some crops are scheduled to tap into the highest international price windows. - Free trade agreements have been signed or are being negotiated with the United States, the European Union, China, Thailand, Canada, Chile and others. - The county has a strategic location; it faces the Pacific Ocean, which connects it to APEC countries, and through the Amazonas rivers, it is connected to Brazil and to the Atlantic.

Nowadays, Peru is the world's leading exporter of asparagus, paprika, avocado, organic coffee and organic bananas. It also sells more than US$ 2.5 billion worth of fresh and processed products to over 113 countries. The export of organic products is projected to grow at an annual rate of 30%. In a recent fair organized by the Specialty Coffee Association of America, a Peruvian coffee was recognized as the world’s best coffee. In addition, new investment opportunities such as Majes and Olmos, which include large agricultural land expansion and an efficient water control, have provided opportunities of development for the future. The data below shows the principal aspects of the Peruvian agricultural sector:

Agricultural Production Jan - Nov 2009 / Jan - Nov 2008 (thousand tones) Main Products Rice Bind Potato Alfalfa Sugar Cane Grape Corn Corn - Hard Banana Yam Dry Bean Coffee Mango Cotton Rama Olives

2008 2,525 3,403 5,313 8,502 194 249 1,095 1,639 172 84 274 289 166 114

2009 p/ 2,793 3,553 5,587 9,120 230 284 1,149 1,712 238 97 264 108 95 7

Var (%) 10.6% 4.4% 5.2% 7.3% 18.6% 14.1% 4.9% 4.5% 38.4% 15.5% -3.6% -62.6% -42.8% -93.9%

p/ Preliminar Source: MINAG (Peruvian Minister of Agriculture)

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The three most relevant national products, with the best projections, are coffee, asparagus and sugar cane. The data below

depicts the products’ information regarding price, performance and production per Department.

Price on land (S/. / Kg)

Coffee Tree 2008-2009 Campaign 7 6 5 4 3 500

Coffee Tree 2008-2009 Campaign Cajamarca Junín 57 61 Cusco 32 32 Amazonas 24 49 Others San Martín

Department

Production (Tn +000)

600 700 800 900 Performance (Kg / h harvested)

1000

Junín Cajamarca San Martín Cusco Amazonas Others Total

Production (Tn +000) (%)

61 57 49 32 32 24 255

Price on land Performance (S/. / Kg) (kg / h harvested)

24% 22% 19% 13% 12% 10% 100 %

5.67 6.17 4.23 4.81 5.4 4.4 5.37

693 920 939 552 716 650 745

Source: MINAG (Peruvian Ministry of Agriculture)

Price on land (S/. / Kg)

Asparagus 2008-2009 Campaign

Asparagus Campaign 2008-2009

3.0

Department

Ica 2.5

122 25 Others

2.0 1.5 5,000

Production (Tn +000)

166 La Libertad

7,000

9,000

11,000

13,000

La Libertad Ica Others Total

Production (Tn +000) (%)

166 122 25 314

Price on land Performance (S/. / Kg) (kg / h harvested)

53% 39% 8% 100 %

1.86 2.52 2.02 2.14

12,041 10,468 6,362 10,652

Source: MINAG (Peruvian Ministry of Agriculture)

Performance (Kg / h harvested)

Sugar Cane Campaign 2008-2009 Price on land (S/. / Kg)

Sugar Cane 2008-2009 Campaign

Department

0.40 137 Others

Piura

0.30 Amazonas 0.20

Cajamarca

172

Production (Tn +000)

229

0.10 205 165 0.00 20,000

Loreto 40,000

261

San Martín

60,000

80,000

Performance (Kg / h harvested)

PwC - 2010

100,000

San Martín Amazonas Cajamarca Piura Loreto Others Total

Production (Tn +000) (%)

261 229 205 172 165 137 1,169

22% 20% 18% 15% 14% 12% 100 %

Price on land Performance (S/. / Kg) (kg / h harvested)

0.03 0.16 0.10 0.26 0.1 0.36 0.24

56,920 60,243 23,274 89,647 34,257 43,518 43,171

Source: MINAG (Peruvian Ministry of Agriculture)

Doing Deals in Peru

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The fact that Peru is opening its economy to the world is supported by its current trade agreements and the forthcoming ones recently announced.

The data below details the information regarding the exportation and importation of the main products.

Principal countries exported to per agricultural product FOB Value (USD +000)

Principal countries imported from per agricultural product CIF (USD +000)

Products / Country 2008 Coffee 642,868 Germany 211,952 USA 157,878 Others 273,038 Asparragus* 230,883 USA 144,483 Holand 35,804 Others 50,596 Asparagus** 183,747 Spain 63,372 USA 37,760 France 44,819 Others 37,796 Fresh Grapes 85,689 USA 18,889 Holand 12,379 Others 54,422 Artichoke 82,568 USA 51,675 Spain 13,270 Others 69,298 Paprika - Whole 86,414 Spain 28,431 USA 28,766 Mexico 23,961 Others 5,255 Avocado, fresh or dried 70,818 Holand 31,742 Spain 24,169 Others 46,649 Mango 64,087 Holand 25,098 USA 25,690 Others 38,397

Products Wheat, except for hard variety Canada Argentina USA Others Corn, hard yellow Argentina USA Others Soy Bean Oil*** Paraguay USA Bolivia Others Soy Bean Oil Argentina USA Others Wheat, hard Canada USA Others Rice Uruguay Others Sugar cane Colombia Bolivia Others Soy beans Bolivia Argentina Others

2009 582,142 189,694 127,981 264,467 251,196 157,173 39,928 54,095 113,835 47,220 24,511 21,822 20,281 134,247 36,497 22,006 75,745 74,194 44,694 16,137 58,057 67,916 26,411 20,855 17,591 3,059 64,237 32,231 17,857 46,380 70,773 37,921 20,149 50,624

Var -9% -11% -19% -3% 9% 9% 12% 7% -38% -25% -35% -51% -46% 57% 93% 78% 39% -10% -14% 22% -16% -21% -7% -28% -27% -42% -9% 2% -26% -1% 10% 51% -22% 32%

2008

2009

Var

476,093 86,141 226,886 135,377 113,830 395,106 306,811 57,233 31,063 314,739 163,222 12,178 53,578 302,560 324,132 312,582 11,549 111,676 49,400 19,833 42,443 101,046 64,752 36,294 78,660 39,292 16,554 62,106 56,767 21,329 19,260 37,507

328,435 126,110 84,998 80,409 163,027 308,840 142,182 116,820 49,838 346,831 140,818 76,615 69,603 270,216 211,934 146,214 51,603 14,117 59,885 27,176 16,135 16,574 55,722 50,590 5,132 59,163 35,223 18,165 40,998 44,864 19,595 12,953 31,911

-31% 46% -63% -41% 43% -22% -54% 104% 60% 10% -14% 529% 30% -11% -35% -53% 22% -46% -45% -19% -61% -45% -22% -86% -25% -10% 10% -34% -21% -8% -33% -15%

*fresh or frozen **preserved ***residues from the extraction of ****semiwhitened or whitened Source: MINAG (Peruvian Minister of Agriculture)

PwC - 2010

Doing Deals in Peru

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Energy & Utilities Electricity – Power Generation

Power generation in Peru is performed by several companies of different economic groups, the largest one being Edegel (of

Endesa), followed by Electroperú (a government-owned company).

Power generation by company (MW.h) Edegel Electroperú Energía del Sur Duke Energy - Egenor Kallpa Generación Empresa de Electricidad de los Andes Empresa de Generación Eléctrica Machupicchu Empresa de Generación Eléctrica de Arequipa Empresa de Generación Eléctrica San Gabán Empresa Eléctrica de Piura Chinango Other Total

2009 7,801,554 7,157,320 4,749,340 2,209,175 1,238,556 1,134,535 757,635 742,926 738,108 579,136 500,439 3,313,549 30,922,273

var. % 2009/2008 -5% 7% -2% -7% 25% 8% 1% -19% 0% -15% 100% 0% 1%

Source: Minem

The major type of power generation in Peru is from hydro-electric power; although the use of gas is increasingly

higher as a direct effect of available natural gas from Camisea since 2004.

Production of power for the electric power market by energy source (GW.h) 2,000

1,794

1,800 1,600

1,500

1,400 1,200 1,000 800

812

745

600 400 200 0

96 Natural Gas

Hydro-electric

Dec - 08

PwC - 2010

39

Diesel y Residual

82

82 Coal

Dec - 09

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Electricity – Power Transmission

There are 16,319 km of transmission lines throughout Peru, broken down in primary networks (16%) and secondary networks

(84%), which convey power to Northern, Mid and Southern Peru

Share of each power transmission company in the overall transmission lines in Peru (16,319 km) - 2009 Consorcio Energético Huancavelica 4% Consorcio Transmantaro 4% Other 57%

Eteselva 2% Interconexión Eléctrica ISA Perú 2% Etenorte 2% Rep de Energía del Perú 28%

Red Eléctrica del Sur 3% Source: Minem

The graph shows total power transmission for 2008. No additional information is available for 2009; however, the increase in transmission lines, as compared to 2009’ was reported to be 3.6%; an amount which should not significantly change the composition shown in the graph.

Electricity – Distribution Share of total customers per power distributor (4,878,999) - 2009

There are 24 power distributors in Peru, with approximately 5 million customers, both in the regulated and free market.

Other 27%

The largest companies are Edelnor and Luz del Sur, both serving the Lima area.

Electronorte . Medio-Hidrandina 11%

Luz Del Sur 17% Edelnor 22%

Electronoreste 7%

Electro Sur Este 6% Electro Centro 10%

Source: Minem

PwC - 2010

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SerÌa... (9%) and Savia Per˙ S.A. (Previously Petro-Tech) (8%).

Oil - Liquid

The major domestic oil producers are Pluspetrol (72%), Petrobras (9%) and Savia Perú S.A. (Previously Petro-Tech) (8%). The first of those producers does not only operate oil blocks IAB and 8, but

it also operates the Camisea and Pagoreni oil & gas fields (blocks 88 and 56, respectively) and extracts natural gas liquids.

Liquid hydrocarbon production (barrels) 2009 37,914,305 4,560,322 4,348,214 1,325,675 1,060,540 954,486 901,459 742,378 1,219,621 53,027,000

Pluspetrol Petrobras Savia Perú S.A. Interoil Sapet Aguaytia Olympic BPZ Others Total

Var. % 2009/2008 32% -12% 8% -2% 5% -2% 7% -5% 28% 21%

* Includes liquids from natural gas extracted from Camisea. Source: Minem

Natural Gas

The two major domestic natural gas producing companies are Pluspetrol and Aguaytia, which comprises 85% and 6%

of the total domestic production, respectively. Also, Pluspetrol is the operator of the Camisea Concession.

Natural Gas production (millions of cubic feet) Pluspetrol Aguaytia Savia Perú S.A. Petrobras GMP Sapet Olympic Total

2009 103,909,960 7,606,160 3,680,400 4,907,200 1,717,520 858,760 60,113 122,680,000

Var. % 2009/2008 13% -49% -29% 23% -2% 19% -83% 3%

Source: Minem

PwC - 2010

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Investments – 2010

The investments in the electric power and oil & gas industry in 2010 amounted to approximately US$1,600 million and US$3,000 million, respectively. Among the major investment projects in power for 2010 were natural gas conversion of the Calana thermo electric station, owned Investments – Following years Company / Industry Industry Grupo Odebrecht Energy Petrolífera Petroleum

Oil & Gas

Cálidda (AEI and Promigas)

Oil & Gas

Eolic Energy

Power

Petroperú

Oil & Gas

Generación Huallaga (Odebrecht Group) SN Power Group

Power Power

by Egesur, with 25.6 megawatts and Mollendo, owned by Egasa, with 74.80 Mw as well as its conveyance to Independencia (Ica). The major investments expected for the following five years comprise:

Project Investment Chaglla, Cumba 4 and Chadin 2. Power Stations US$ 10 000 million Drilling the first exploration well in block 107, located on the boundary between Ucayali, Pasco and Huánuco. US$30 million Expand the major network from 255 MMPCD to 400 MMPCD. US$200 million Building two renewable power generating stations: 80 Mw eolic station located in Trujillo (La Libertad) and 30 Mw eolic station in Talara (Piura). US$280 million Expanding the storage and tankage capacity of the Bayovar (Piura) power station. US$30 million Hydro-electric station in Chaglla in Huánuco. US$608 million Hydro-electric station in Cheves US$300 million

Source: Minem

PwC - 2010

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Real Estate Housing Investments (Left) and Recipients (Right)

-

-

Housing investments increased steadily from 2006 to 2008, lagging behind in 2009 due to the global economic slowdown and then skyrocketing in 2010. This considerable growth can be attributed to a revival in public works projects.

1000

3,500 845

850

2,931

2,500

636

700

3,000

2,000 550

426

250 100

1,500

358

400

1,000 208 67

33

216

500

79

0 2007

2006

2009

2008

Investments (millions of US$)

2010*

Recipients (thousands)

*Up to August 25, 2010 Source: Ministerio de Vivienda, Construcci贸n y Saneamiento

Government Programs Allocating Housing: Market Share

Projects from August 2006-July 2010 (Both Graphs)

Techo Propio 78% 4,000

10,549 Mi Hogar 16% Mi Vivienda 6% 51,763

PwC - 2010

-

Techo Propio issues bonds to fund recipients, whereas Mi Hogar and Mi Vivienda use a credit system for a grand total of 66,175 housing projects.

Doing Deals in Peru

67


Government Programs Allocating Housing: Projects by Year

14,049

2010

31,887

2009 12,283

2008 2007

5,517 2,439

2006 0

5000

10000

15000

20000

25000

30000

35000

Source: Ministerio de Vivienda, Construcci贸n y Saneamiento August 25, 2010

Construction Construction Indices in Soles

1994 is taken as the base year with the base value of 100

900 800 700 600 500 400 300 200 100 0 Jan-01

Mar-02

May-03

Production

Jul-04

Sep-05

Nov-06

Jan-08

Mar-09 May-10

Physical progress of works

- Despite that the number of construction sites have increased since 2001; due to the outbreak of the financial crisis (Sep-08), this number has contracted by 12.52% compared to its peak. - However, progress is volatile, possibly

due to the high level of informality in the labor sector , uncertainty in the market, and fluctuations in the prices of raw materials. - Government investment in construction is another cause for spikes in the construction index.

Source: INEI

PwC - 2010

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Construction Material Indices in Soles

1994 is taken as the base year with the base value of 100 300 250 200 150 100 50 Jan-99 May-99 Sep-99 Jan-00 May-00 Sep-00 Jan-01 May-01 Sep-01 Jan-02 May-02 Sep-02 Jan-03 May-03 Sep-03 Jan-04 May-04 Sep-04 Jan-05 May-05 Sep-05 Jan-06 May-06 Sep-06 Jan-07 May-07 Sep-07 Jan-08 May-08 Sep-08 Jan-09 May-09 Sep-09 Jan-10 May-10

0

Source: INEI

- Construction material prices increased significantly from May of 2004 to May of 2008 by 23.62%. However since August of 2008 prices have decreased by almost 12% in large part due to the financial crisis but more so because of

the accompanying contraction of demand. - Now that the economy is stabilizing, material prices are expected to continue their upward increased.

Office Buildings 2009 Supply by Type of Commercialization

2009 Supply by District (In thousands of m2) 40,381

40,027 Sale 9% Sale /Rent 15%

San Isidro Saga Source: Colliers

Este

14,029

13,647

San Isidro Golf

Miraflores

Rent 76%

Source: Colliers

- Of all the office buildings to be completed this year, only 9% will be for sale, the rest are to be rented out or possibly sold in the future.

PwC - 2010

- This unusual fact is explained by the strong presence of large renting companies who have been controlling the market.

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Latest Events -

-

The Minister of the sector highlighted that works being carried out in the south of the country will be completed no later than March. He also assured a speeding up of the works with a focus on the construction of earthquakeresistant houses for the victims of the earthquake in August 2007.

worth of mortgage credits. But in 2010 as of July, the number has reached 303 MM Soles. -

In 2009 Mi Vivienda, a housing initiative sponsored by the government dispensed 272 MM Soles

The northern coastal state of Piura, will cap off the year with three new malls. Grupo Romero, Interbank and Falabella, will each have their own respective malls and cumulatively create 3,000 jobs in the area.

Source: Ministerio de Vivienda, Construcci贸n y Saneamiento

PwC - 2010

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doing-deals-in-Peru-2010_PWC