CEMENTOS PACASMAYO SAA (Form: 20-F, Received: 04/30/2014 10:34:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013 OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35401

CEMENTOS PACASMAYO S.A.A.

(Exact name of Registrant as specified in its charter)

PACASMAYO CEMENT CORPORATION

(Translation of Registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Calle La Colonia 150, Urbanización El Vivero

Surco, Lima

Peru

(Address of principal executive offices)

Javier Durand, Esq., General Counsel

Tel. +51-1-317-6000

Calle La Colonia 150

Urb. El Vivero-Lima, Peru

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class		Name of each exchange on which registered
Common Shares, par value S/.1.00 per share, in the form of American Depositary Shares, each representing five Common Shares		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

At December 31, 2013

531,461,479 common shares

50,503,124 investment shares

Note: At April 25, 2014, 531,461,479 common shares and 50,503,124 investment shares were outstanding.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x Note: Registrant not subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 203.405 of this chapter) during the preceding 12 months (or for such other period that the registrant was required to submit and post such files) Yes ¨ No ¨ Note: Not required for Registrant.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer x		Accelerated filer ¨		Non-accelerated filer ¨

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board x

Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 ¨ Item 18 ¨ .

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Table of Contents


		Page

PART I INTRODUCTION			1

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		3

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		3

ITEM 3.	KEY INFORMATION		3

ITEM 4.	INFORMATION ON THE COMPANY		22

ITEM 4A.	UNRESOLVED STAFF COMMENTS		54

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		54

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		78

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		88

ITEM 8.	FINANCIAL INFORMATION		90

ITEM 9.	THE OFFER AND LISTING		92

ITEM 10.	ADDITIONAL INFORMATION		95

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		107

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		107

PART II			108

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		108

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		108

ITEM 15.	CONTROLS AND PROCEDURES		109

ITEM 16.	[RESERVED]		110

ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		110

ITEM 16B.	CODE OF ETHICS		111

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		111

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		111

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		111

ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		111

ITEM 16G.	CORPORATE GOVERNANCE		112

ITEM 16H.	MINE SAFETY DISCLOSURE		112

PART III			112

ITEM 17.	FINANCIAL STATEMENTS		112

ITEM 18.	FINANCIAL STATEMENTS		112

ITEM 19.	EXHIBITS		113

PART I

INTRODUCTION

Certain Definitions

All references to “we,” “us,” “our,” “our company” and “Cementos Pacasmayo” in this annual report are to Cementos Pacasmayo S.A.A., a publicly-held corporation ( sociedad anónima abierta ) organized under the laws of Peru, and, unless the context requires otherwise, its consolidated subsidiaries. The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; and the term “ nuevo sol ” and the symbol “S/.” refer to the legal currency of Peru.

Financial Information

Our consolidated financial statements included in this annual report have been prepared in nuevos soles and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and audited in accordance with the standards of the Public Company Accountings Oversight Board (United States).

In this annual report, we present Adjusted EBITDA, a financial measure that is not recognized under IFRS. We refer to such financial measures as “non-IFRS” financial measures. A non-IFRS financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows of the subject reporting company but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present Adjusted EBITDA because we believe it provides the reader with a supplemental measure of the financial performance of our core operations that facilitates period-to-period comparisons on a consistent basis. Our management also uses Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes. Neither EBITDA nor Adjusted EBITDA should be construed as an alternative to profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies, including those in the cement industry. For a calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable IFRS financial measure, see “Item 3. Key Information—A. Selected Financial Data.”

We have translated some of the nuevos soles amounts appearing in this annual report into U.S. dollars for convenience purposes only. Unless the context otherwise requires, the rate used to translate nuevos soles amounts to U.S. dollars was S/.2.795 to US$1.00, which was the exchange rate reported on December 31, 2013, by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators ( Superintendencia de Banca , Seguros y AFPs, or “ SBS”). The Federal Reserve Bank of New York does not report a noon buying rate for nuevos soles . The U.S. dollar equivalent information presented in this annual report is provided solely for convenience of the reader and should not be construed as implying that the nuevos soles amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates” for information regarding historical exchange rates of nuevos soles to U.S. dollars.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

Market Information

We make estimates in this annual report regarding our competitive position and market share, as well as the market size and expected growth of the construction sector and cement industry in Peru. We have made these estimates on the basis of our management’s knowledge and statistics and other information available from the following sources:

•

the Central Bank of Peru ( Banco Central de Reserva del Perú );

•

the National Statistical Institute of Peru ( Instituto Nacional de Estadística e Informática , or “INEI”);

•

the Association of Cement Producers in Peru ( Asociación de Productores de Cemento , or “ASOCEM”);

•

the Ministry of Housing, Construction and Sanitation;

•

ADUANET, a website administered by the Peruvian Tax Superintendency ( Superintendencia Nacional de Administración Tributaria , or “SUNAT”);

•

the Peruvian Chamber of Construction ( Cámara Peruana de la Construcción );

•

the Global Competitiveness Index prepared by the World Economic Forum; and

•

the U.S. Geological Survey, a U.S. government science organization.

We believe these estimates to be accurate as of the date of this annual report.

Forward-Looking Statements

This annual report contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information – D. Risk factors,” which may cause our actual results, performance or achievements to differ materially from the forward-looking statements that we make.

Forward-looking statements typically are identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “project,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Any or all of our forward- looking statements in this annual report may turn out to be inaccurate. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including:

•

general economic, political and social risks inherent to conducting business in Peru;

•

exchange rates, inflation and interest rates;

•

the entry of new competitors into the market we serve;

•

construction activity levels, particularly in the northern region of Peru;

•

private investment and public spending in construction projects;

•

unpredictable natural disasters, such as floods and earthquakes affecting the northern region of Peru;

•

availability and prices of energy, admixtures and raw materials;

•

changes in the regulatory framework, including tax, environmental and other laws;

•

the successful expansion of our production capacity;

•

our ability to compete with potential substitutes of cement products that may be introduced in the Peruvian construction industry;

•

our ability to maintain and expand our distribution network;

•

our ability to retain and attract skilled employees;

•

our ability to develop successfully the phosphate rock and brine deposits in our fields;

•

our ability to obtain financing for our phosphate and brine projects; and

•

other factors discussed under “Item 3. Key Information––D. Risk Factors.”

The forward-looking statements in this annual report represent our expectations and forecasts as of the date of this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this annual report.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.	Selected Financial Data

The following selected consolidated financial data should be read together with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes included in this annual report.

The following selected financial data as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 have been derived from our annual audited consolidated financial statements included in this annual report, which have been prepared in accordance with IFRS as issued by the IASB.


	Year ended December 31,
	2013			2013			2012			2011			2010			2009
	(in millions of US$, except share and per share data)(1)			(in millions of S/., except share and per share data)(1)
Income Statement Data:
Sales of goods	US$	443.5			S/.1,239.7			S/.1,169.8			S/.995.0			S/.898.0			S/.756.6
Cost of sales		(256.2	)		(716.2	)		(713.0	)		(569.5	)		(479.1	)		(405.5	)

Gross profit		187.3			523.4			456.8			425.5			419.1			351.1
Operating income (expenses):
Administrative expenses		(74.7	)		(208.9	)		(203.1	)		(196.2	)		(158.7	)		(132.9	)
Selling and distribution expenses		(10.7	)		(29.8	)		(30.9	)		(23.7	)		(16.5	)		(17.1	)
Net gain on sale of land and mining concession(2)		—			—			—			—			75.9			—
Other operating income, net		3.0			8.3			7.7			9.3			16.6			25.7
Impairment of zinc mining assets(3)		—			—			—			(96.0	)		—			—

Total operating expenses, net		(82.4	)		(230.5	)		(226.3	)		(306.6	)		(82.7	)		(124.4	)

Operating profit		104.9			293.0			230.5			118.9			336.4			226.7
Other income (expenses):
Finance income		9.7			27.2			23.3			2.7			3.3			1.9
Finance costs		(13.3	)		(37.1	)		(23.8	)		(19.2	)		(15.0	)		(18.8	)
(Loss) Gain from exchange difference, net		(17.3	)		(48.4	)		(0.7	)		1.5			2.6			8.9

Total other expenses, net		(20.9	)		(58.3	)		(1.2	)		(15.0	)		(9.2	)		(8.1	)

Profit before income tax		84.0			234.7			229.3			103.9			327.2			218.6
Income tax expense		(29.5	)		(82.4	)		(73.7	)		(38.4	)		(104.1	)		(70.6	)

Profit for the year	US$	54.5			S/.152.3			S/.155.6			S/.65.5			S/.223.1			S/.148.0

Share and Per Share Data :
Profit per share	US$	0.10			S/.0.27			S/.0.28			S/.0.14			S/.0.48			S/.0.32
Number of shares outstanding(4)					581,964,603			581,964,603			468,352,820			468,352,820			468,352,820
Dividends per share	US$	0.036			S/.0.10			S/.0.089			S/.0.194			S/.0.155			S/.0.053


	As of December 31,
	2013		2013		2012		2011		2010		2009
	(in millions of US$)(1)		(in millions of S/.)
Balance Sheet Data:
Current assets
Cash and term deposits	US$	349.5		S/.977.0		S/.473.8		S/.363.3		S/.154.5		S/.111.7
Trade and other receivables		24.5		68.5		69.4		78.4		36.4		38.0
Income tax prepayments		9.9		27.7		21.5		0.7		0.5		2.3
Inventories		119.7		334.5		278.1		206.1		160.3		123.4
Prepayments		4.2		11.7		10.6		11.6		11.0		9.2
Assets classified as held for sale		—		—		—		—		—		2.5

Total current assets		507.8		1,419.4		853.4		660.1		362.7		287.1

Non-current assets
Other receivables		16.6		46.3		36.1		29.1		50.9		35.4
Available-for-sale financial investments		12.9		36.1		34.9		22.1		30.8		18.3
Property, plant and equipment		550		1,537.1		1,394.8		1,197.4		1,102.0		1,020.5
Exploration and evaluation assets		21.2		59.3		49.5		29.9		29.3		17.6
Deferred income tax assets		5.4		15.2		13.4		7.8		7.6		21.6
Other assets		0.4		1.2		1.2		1.4		3.7		1.9

Total non-current assets		606.5		1,695.2		1,529.9		1,287.7		1,224.3		1,115.3

Total assets		1,114.3		3,114.5		2,383.3		1,947.8		1,587.0		1,402.4

Current liabilities
Trade and other payables		45.4		126.9		132.8		128.5		95.6		89.9
Interest-bearing loans and borrowings		—		—		22.9		139.0		121.6		88.8
Income tax payable		1.0		2.8		0.1		12.9		16.6		3.5
Provisions		10.0		28.0		24.0		28.7		26.0		19.3

Total current liabilities		56.4		157.7		179.8		309.1		259.8		201.5

Non-current liabilities
Interest-bearing loans and borrowings		294.8		824.0		192.5		451.5		185.7		228.6
Other non-current provisions		7.3		20.5		16.6		10.9		4.8		4.6
Deferred income tax liabilities, net		36.8		102.9		100.3		102.7		143.4		133.2

Total non-current liabilities		338.9		947.4		309.4		565.1		333.9		366.4

Total liabilities		395.3		1,105.1		489.2		874.2		593.7		567.9

Equity:
Capital stock		190.1		531.4		531.4		418.8		418.8		418.8
Investment shares		18.1		50.5		50.5		49.6		49.6		49.6
Additional paid-in capital		199.0		556.3		558.5		—		—		—
Legal reserve		42.9		119.8		105.2		90.5		74.1		53.4
Other components of equity		6.8		19.0		16.7		8.0		14.4		5.8
Retained earnings		233.9		653.7		570.9		473.7		435.7		306.1
Non-controlling interests		28.1		78.6		60.9		33.0		0.7		0.8

Total equity		718.9		2,009.5		1,894.1		1,073.6		993.3		834.5

Total liabilities and equity	US$	1,114.3		S/.3,114.5		S/.2,383.3		S/.1,947.8		S/.1,587.0		S/.1,402.4


	As of and for the year ended December 31,
	2013			2013			2012			2011			2010			2009
	(in millions of US$)(1)			(in millions of S/., except percentage and operating data)
Other Financial Information:
Net working capital(5)	US$	451.4			S/.1,261.7			S/.673.6			S/.351.0			S/.102.9			S/.85.6
Capital expenditures(6)		71.8			200.6			248.2			240.6			98.0			63.5
Depreciation and amortization		20.0			55.9			48.0			47.5			36.3			32.7
Net cash flows from operating activities		68.6			191.8			99.7			132.3			179.6			165.8
Net cash flows from (used in) investing activities		69.6			194.5			(667.4	)		(239.2	)		(19.3	)		(76.0	)
Net cash flows from (used in) financing activities		181.5			507.4			273.7			316.0			(115.4	)		0.6
Adjusted EBITDA(7)		124.8			348.9			278.5			267.2			296.7			259.4
Adjusted EBITDA margin(8)		28.1	%		28.1	%		23.8	%		26.9	%		33.0	%		34.3	%

Operating Data:
*Installed capacity (thousand metric tons per year):*
Cement:
Pacasmayo					2,900			2,900			2,900			2,900			1,900
Rioja					440			200			200			200			190

Total					3,340			3,100			3,100			3,100			2,090
Clinker:
Pacasmayo					1,500			1,500			1,300			1,300			1,300
Rioja					280			200			200			200			200

Total					1,780			1,700			1,500			1,500			1,500
Quicklime
Pacasmayo					240			240			240			240			110
*Production (thousand metric tons):*
Cement:
Pacasmayo					2,101			2,053			1,751			1,615			1,386
Rioja					240			200			195			196			159

Total					2,341			2,253			1,946			1,811			1,545
Clinker:
Pacasmayo					1,189			1,209			1,160			1,118			998
Rioja					196			159			155			160			130

Total					1,385			1,368			1,315			1,278			1,128
Quicklime
Pacasmayo					67			101			90			127			118

(1)	Calculated based on an exchange rate of S/.2.795 to US$1.00 as of December 31, 2013.

(2)	Relates to our sale in March 2010 of the Raul copper mine concessions in the central region of Peru that we previously leased to the buyer.

(3)	Due to a sudden and sharp decline in the international price of zinc in September 2011 and based on our expectation of future zinc prices, we recorded an impairment with respect to our zinc mining assets in 2011.

(4)	Data for 2010 and 2011 does not include 1,200,000 common shares held by one of our wholly-owned subsidiaries and sold in 2012.

(5)	Represents current assets minus current liabilities.

(6)	Represents expenditures for the purchase of property, plant and equipment.

(7)

Adjusted EBITDA for 2010 excludes a net gain of S/.75.9 million from the sale in March 2010 of the Raul copper mine concessions referred to in note 2 above. Adjusted EBITDA for 2011 excludes a S/.96.0 million non-cash impairment with respect our zinc mining assets referred to in note 3 above, and excludes mandatory workers’ profit sharing expenses of S/.4.8 million related to the sale of a minority equity interest in our subsidiary Fosfatos del Pacífico S.A. (“Fosfatos”) to an affiliate of Mitsubishi Corporation & Co. Ltd. (“Mitsubishi”). For a calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to profit, see “Non-IFRS Financial Measure and Reconciliation” below.

(8)	Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by net sales.

Non-IFRS Financial Measure and Reconciliation

We define EBITDA as profit plus finance costs, income tax expenses, and depreciation and amortization, and minus finance income and gain from exchange difference, net. Adjusted EBITDA for 2010 excludes a gain from the sale in March 2010 of the Raul copper mine concessions in the central region of Peru that we previously leased to the buyer. Adjusted EBITDA for 2011 excludes a non-cash loss due to an impairment with respect to our zinc mining assets that we undertook due to a sudden and sharp decline in the international price of zinc in September 2011 and based on our expectation of future zinc prices, as well as mandatory workers’ profit sharing expenses related to the sale of a minority equity interest in our subsidiary Fosfatos to an affiliate of Mitsubishi, because, in accordance with IFRS, the gain from our sale of an interest in Fosfatos has been recorded as equity on our balance sheet as of December 31, 2011. We present Adjusted EBITDA because we believe it provides the reader with a supplemental measure of the financial performance of our core operations that facilitates period-to-period comparisons on a consistent basis. Our management uses Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes.

Neither EBITDA nor Adjusted EBITDA should be construed as an alternative to profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies, including those in the cement industry.

The following table sets forth the reconciliation of our profit to Adjusted EBITDA:


	Year ended December 31,
	2013			2013			2012			2011			2010			2009
	(in millions of US$)(1)			(in millions of S/.)
Profit	US$	54.5			S/.152.3			S/.155.6			S/.65.5			S./223.1			S/.148.0
Finance income		(9.7	)		(27.2	)		(23.3	)		(2.7	)		(3.3	)		(1.9	)
Finance costs		13.3			37.1			23.8			19.2			15.0			18.8
Gain (loss) from exchange difference, net		17.3			48.4			0.7			(1.5	)		(2.6	)		(8.8	)
Income tax expense		29.5			82.4			73.7			38.4			104.1			70.6
Depreciation and amortization		20.0			55.9			48.0			47.5			36.3			32.7

EBITDA		124.8			348.9			278.5			166.5			372.6			259.4
Net gain on sale of land and mining concessions		—			—			—			—			(75.9	)		—
Impairment of zinc mining assets		—			—			—			96.0			—			—
Workers’ profit sharing expenses related to the sale of an interest in Fosfatos		—			—			—			4.8			—			—

Adjusted EBITDA	US$	124.8			S/.348.9			S/.278.5			S/.267.2			S/.296.7			S/.259.4

(1)	Calculated based on an exchange rate of S/.2.795 to US$1.00 as of December 31, 2013.

Exchange Rates

The Peruvian nuevo sol is freely traded in the exchange market. Current Peruvian regulations on foreign investment allow foreign equity holders of Peruvian companies to receive and repatriate 100% of the cash dividends distributed by these companies. Non-Peruvian equity holders are allowed to purchase foreign currency at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction. Peruvian law in the past, however, has imposed restrictions on the conversion of Peruvian currency and the transfer of funds abroad, and we cannot assure you that Peruvian law will continue to permit such payments, transfers, conversions or remittances without restrictions.

The following table sets forth, for the periods indicated, certain information regarding the exchange rates for nuevos soles per U.S. dollar, as published by the SBS. The Federal Reserve Bank of New York does not report a noon buying rate for nuevos soles .


	High		Low		Average(1)		Period end
2009		3.259		2.852		3.006		2.890
2010		2.883		2.787		2.826		2.809
2011		2.833		2.694		2.755		2.696
2012		2.709		2.550		2.639		2.550
2013		2.820		2.540		2.702		2.795
October 2013		2.787		2.756		2.769		2.769
November 2013		2.804		2.776		2.798		2.801
December 2013		2.805		2.764		2.785		2.795
January 2014		2.824		2.798		2.809		2.821
February 2014		2.825		2.800		2.813		2.800
March 2014		2.814		2.798		2.807		2.808
April 2014 (through April 25)		2.811		2.774		2.792		2.802

Source: SBS

(1)	Averages are based on daily exchange rates.

On April 25, 2013, the exchange rate was S/.2.802 per US$1.00.

B.	Capitalization and Indebtedness

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

Risks Relating to Peru

Economic, social and political developments in Peru could adversely affect our business, financial condition and results of operations.

All of our operations are conducted in Peru and depend on economic and political developments in the country. As a result, our business may be materially and adversely affected by economic downturns, currency depreciation, inflation, interest rate fluctuation, government policies, regulation, taxation, social instability, political unrest, terrorism and other developments in or affecting the country, over which we have no control.

The cement industry in Peru is highly dependent on construction activity in the country, which, in turn, depends on the purchasing power of consumers and, to a lesser extent, commercial and infrastructure investment. Adverse economic conditions could adversely affect construction activity and result in a decrease in demand for cement products.

In the past, Peru has experienced periods of severe economic recession, large currency devaluation and high inflation. In addition, Peru has experienced periods of political instability, which have led to adverse economic consequences. We cannot assure you that Peru will not experience similar adverse developments in the future.

While Peru has experienced economic growth in the recent past, political tensions, high levels of poverty and unemployment, and social conflicts with local communities continue to be pervasive problems in Peru. In the past, certain areas in the south and the northern highlands of Peru with significant mining developments have experienced strikes and protests related mainly to the environmental impact of metallic mining activities, which

have resulted in political tensions, commercial disruptions and a climate of uncertainty with respect to future mining projects. Future government policies in response to social unrest could include, among other things, increased taxation, as well as expropriation of assets. These policies could materially and adversely affect the Peruvian economy and, as a result, our business, financial condition and results of operations.

Political developments in Peru could adversely affect our operations.

Our financial condition and results of operations may be adversely affected by changes in Peru’s political situation to the extent that such changes affect the nation’s economic policies, growth, stability, outlook or regulatory environment.

Peru has, from time to time, experienced social and political turmoil, including riots, nationwide protests, strikes and street demonstrations. Despite Peru’s ongoing economic growth and stabilization, social and political tensions and high levels of poverty and unemployment continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation or nationalization of private assets and property, suspension of the enforcement of creditors’ rights or new taxation policies. These policies could adversely and materially affect the economy and our business.

Peru’s current president, Ollanta Humala of the Gana Perú political coalition, has been in office since July 28, 2011. The election of President Humala initially generated a climate of political and economic uncertainty. However, President Humala’s administration ratified Julio Velarde to continue in his role as president of the Central Reserve Bank of Peru and appointed Luis Castilla, the Vice-Minister of Treasury under the previous administration, as Minister of Economy and Finance. In his first two years in office, President Humala has substantially maintained the moderate economic policies of former president Alan García, whose administration was characterized by business-friendly and open-market economic policies that sustained and fostered economic growth, while controlling the inflation rate at historically low levels. However, we cannot assure you that the current or any future administration will maintain business-friendly and open-market economic policies or policies that stimulate economic growth and social stability. Any changes in the Peruvian economy or the Peruvian government’s economic policies may have a negative effect on our business, financial condition and results of operations.

In addition, because in the last election for congress no single party obtained a clear majority, government gridlock and political uncertainty may occur. We cannot provide any assurances that political or social developments in Peru, over which we have no control, will not have an adverse effect on Peru’s economic situation and on our business, results of operations, financial condition and ability to repay the notes.

Fluctuations in the value of the nuevo sol relative to the U.S. dollar could adversely affect our business, financial condition and results of operations.

Fluctuations in the value of the nuevo sol relative to the U.S. dollar could adversely affect Peru’s economy. In addition, a depreciation of the nuevo sol could increase, in terms of nuevos soles , certain of our production costs. Substantially all of our revenues are denominated in nuevos soles . However, certain of our expenses, such as the purchase of coal and electricity, are denominated in U.S. dollars. In 2013, approximately 40% of our cost of sales was denominated in U.S. dollars. In addition, we have issued US$300.0 million in 4.50% Senior Notes due 2023, on which we must make interest payments in U.S. dollars. We currently do not hedge our foreign currency risk exposure. As of December 31, 2013, the nuevo sol had depreciated 9.6% with respect to the U.S. dollar as compared to December 31, 2012. In the past the exchange rate between the nuevo sol and the U.S. dollar has fluctuated significantly. We cannot assure you that the value of nuevo sol against other currencies will not fluctuate significantly in the future, which could adversely affect the Peruvian economy and our business, financial condition and results of operations.

In addition, although Peruvian law currently imposes no restrictions on the ability to convert nuevos soles to foreign currency and transfer foreign currency outside of the country, in the 1980s and early 1990s Peru imposed exchange controls, including controls affecting the remittance of dividends to foreign investors. We cannot assure you that exchange controls in Peru will not be implemented in the future. The imposition of exchange controls could have an adverse effect on the economy and on the ability of holders of our American Depositary Shares (“ADSs”), each representing five of our common shares, to receive dividends in U.S. dollars.

Inflation could adversely affect our business, financial condition and results of operations.

Peru, like some other countries in Latin America, experienced periods of hyperinflation in the 1980s and high inflation in the early 1990s. In recent years, inflation has been relatively low, with an average annual inflation rate between 2009 and 2013 of 2.5% as measured by the Peruvian Consumer Price Index ( Índice de Precios al Consumidor del Perú ) that is calculated and published by the INEI. If Peru experiences significant rates of inflation in the future, the economy could be adversely affected. In addition, high rates of inflation could increase our operating costs and adversely impact our operating margins if we are not able to pass the increased costs to consumers.

Changes in tax laws may increase our tax burden and, as a result, could adversely affect our business, financial condition and results of operations.

The Peruvian government from time to time implements changes to tax regulations. Any such changes may result in increases to our overall tax burden, which would negatively affect our profitability.

Earthquakes, flooding and other natural disasters could affect our business, financial condition and results of operations.

Peru is located in an area that experiences seismic activity and occasionally is affected by earthquakes. In 2007, an earthquake with a magnitude of 7.9 on the Richter scale struck the central coast of Peru, severely damaging the Ica region, located south of Lima. In addition, Peru, including the northern region where substantially all of our assets and our operations are located, experiences from time to time severe rainfall and flooding, largely as a result of the climate pattern known as El Niño, which typically occurs every two to seven years. Although we have insurance covering damages caused by natural disasters, the occurrence of a severe natural disaster in the north of Peru could affect our facilities and temporarily disrupt our operations or the distribution of our products and, consequently, our business, financial condition and results of operations.

A resurgence of terrorism in Peru could adversely affect the Peruvian economy and, as a result, our business and results of operations.

In the past, Peru experienced significant levels of terrorist activity that reached its peak of violence against the government and private sector in the late 1980s and early 1990s. In the mid-1990s, terrorist groups suffered significant defeats, including the arrest of key leaders, resulting in considerable limitations in their activities. Although terrorism no longer poses a significant threat in Peru, a small group of terrorists primarily related to drug traffickers continues to operate in remote mountainous and jungle areas in the central and southern regions of the country. A resurgence of terrorism could materially and adversely affect the Peruvian economy and, as a result, our business, financial condition and results of operations.

The Peruvian economy could be affected by adverse economic developments in regional or global markets.

Financial and securities markets in Peru are influenced, to varying degrees, by economic and market conditions in regional or global markets. Although economic conditions vary from country to country, investors’ perceptions of the events occurring in one country may adversely affect capital flows into and securities from issuers in other countries, including Peru. The Peruvian economy was adversely affected by the political and economic events that occurred in several emerging economies in the 1990s, including in Mexico in 1994 and the Asian crisis in 1997, which affected the market value of securities issued by companies from markets throughout Latin America. Similar adverse consequences resulted from the economic crisis in Russia in 1998, the Brazilian currency devaluation in 1999 and the Argentine crisis in 2001.

In addition, Peru’s economy continues to be affected by events in the economies of its major regional partners and in developed economies that are trading partners or that affect the global economy. During the recent global economic and financial crisis, global conditions led to a slowdown in economic growth in Peru, slowing gross domestic product (“GDP”) growth in 2009 to 0.9%. In particular, the Peruvian economy suffered the effects of

lower commodity prices in the international markets, a decrease in export volumes, a decrease in foreign direct investment inflows and, as a result, a decline in foreign reserves. During 2013, especially during the second half of the year, the Peruvian economy suffered the effects of global changes. The expectations of the retreat in monetary stimulus in the United States (tapering) affected the international markets significantly, giving rise to a sudden drop in metal prices, a rapid depreciation of currencies in emerging countries (including the nuevo sol ), and an increase in interest rates. This caused a general slowdown in Peru, decreasing levels of private investment, exports and internal demand. Adverse developments in regional or global markets in the future could adversely affect the Peruvian economy and, as a result, adversely affect our business, financial condition and results of operations.

Risks Relating to our Business and Industry

We are subject to the possible entry of domestic or international competitors into our market, which could decrease our market share and profitability.

The cement market in Peru is competitive and is currently served mainly by three principal groups which together supply substantially all of the cement consumed in the country. In the cement industry, the location of a production plant tends to limit the market a plant can serve because transportation costs are high, reducing profit margins. Historically, we have supplied the northern region of Peru while two other groups have supplied the central (which includes the Lima metropolitan area) and southern regions of Peru, driven principally by the location of production facilities and distribution focus. However, competition could intensify if other manufacturers decide to enter our market.

We may face increased competition if the other Peruvian cement manufacturers, despite incremental freight costs, expand their distribution of cement to the northern region of Peru, or if they develop a cement plant in the north, particularly if the cement markets in Lima or other areas of Peru become saturated. Some large foreign cement manufacturers have announced plans to build cement plants in the central region of the country. If competition intensifies in the central region of Peru due to the presence of foreign cement manufacturers or otherwise, it may have price repercussions in our market.

We also face the possibility of competition from the entry into our market of imported clinker, cement or other materials or products from foreign manufacturers, which may have significantly greater financial resources than us, particularly as production capacity continues to exceed depressed demand in other parts of the world and transportation costs decrease.

We may not be able to maintain our market share if we cannot match our competitors’ prices or keep pace with the development of new products. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

Demand for our cement products is highly related to housing construction in northern Peru, which, in turn, is affected by economic conditions in the region.

Cement consumption is highly related to construction levels. Demand for our cement products depends, in large part, on residential construction in the north of Peru, which consists mostly of low-income families gradually building or improving their own homes without technical assistance, which we refer to as auto-construcción . We estimate that in 2013, auto-construcción accounted for approximately 54% of our cement sales. Residential construction, in turn, is highly correlated to prevailing economic conditions in Peru. A decline in economic conditions would reduce household disposable income and cause a significant reduction in residential construction, leading to a decrease in demand for cement. As a result, a deterioration in economic conditions in the northern region of Peru would have a material adverse effect on our financial performance. We cannot assure you that growth in Peru’s GDP, or the contribution to GDP growth attributable to the northern region of the country, will continue at the recent pace or at all.

A reduction in private or public construction projects in the northern region of Peru would have a material adverse effect on our business, financial condition and results of operations.

We estimate that in 2013, approximately 27% of our cement sales were derived from private construction (other than auto-construcción ) and 19% from public construction in the north of Peru. Significant interruptions or delays in, or the termination of, private or public construction projects may adversely affect our business, financial condition and results of operations. Private and public construction levels in our market depend on investments in the region which, in turn, are affected by economic conditions.

The level of public infrastructure construction also depends, to a great extent, on the priorities and financial resources of the national, regional and local governmental authorities. The Peruvian government has recently promoted significant public spending in infrastructure projects in the north in response to an infrastructure shortage and to stimulate the economy in response to the negative effects of recent global economic and financial crisis. We cannot assure you that the Peruvian government will continue promoting recent levels of public infrastructure spending in our market. A reduction in public infrastructure spending in our market would adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations may be adversely affected by increases in energy prices or shortages in the supply of energy.

Energy accounts for a significant percentage of our production costs. Our principal energy sources are coal and electricity. In 2013, the cost of energy represented approximately 32.0% of our cement production costs. We use a substantial amount of coal as a source of fuel in our production process. We purchase anthracite coal from domestic suppliers and import bituminous coal from suppliers primarily in Venezuela, in each case at market prices. We do not have long-term coal supply agreements, and we do not engage in hedging transactions in connection with the price of coal. Any shortage or interruption in the supply of coal could also disrupt our operations. In addition, the price of coal is largely driven by the price of oil, and, as a result, increases in international oil prices are likely to affect the price of coal and adversely affect our results of operations.

We have a long-term electricity supply agreement with Electroperú S.A. (“Electroperú”), a government-owned company, to serve the electricity requirements of our Pacasmayo facility through December 2020. We have also entered into a supply agreement with Electro Oriente S.A. (“ELOR”) to supply the Rioja facility. Our business, financial condition and results of operations could be materially and adversely affected by higher costs, interruptions, and unavailability or shortage of electricity. We have no back-up power system at our plants and cannot assure you that, in case of interruption or failure in Electroperú’s or ELOR’s operations, we will have access to other energy sources at the same prices and conditions, which could adversely affect our business, financial condition and results of operations. Moreover, electricity to our plants is transmitted through the Peruvian Electricity Interconnection System ( Sistema Eléctrico Interconectado Nacional del Perú , or “SEIN”). Any interruptions or failures in SEIN’s system would also have a material adverse effect on our business, financial condition and results of operations.

In the recent past, we have experienced electricity rationing, limiting our use of electricity to certain times of the day. In such cases, we were forced to readjust our production schedules in order to ensure that our production process was not interrupted. In the event of any future rationing of electricity, we may not be able to readjust quickly enough and our production process may be interrupted. Future shortages or efforts to respond to or prevent shortages, such as rationing, may adversely impact the cost or supply of electricity for our operations.

A significant increase in the prices of coal or electricity would increase our costs of production. We may not be able to increase the prices of our cement products in the future if the prices of coal or electricity rises, which would adversely affect our business, financial condition and results of operations.

Changes in the cost or availability of admixtures and raw materials supplied by third parties may adversely affect our business, financial condition and results of operations.

We use certain admixtures and raw materials in the production of cement, such as gypsum, burn furnace slag and iron that we obtain from third parties. In 2013, our cost of admixtures and raw materials supplied by third parties as a percentage of our cement production costs was approximately 8.6% compared to 15.7% in 2012, mainly due to lower consumption of blast furnace slag, which was replaced by our own materials. In 2012, due to an increase in demand for cement and the corrective maintenance of our principal kiln, we began using imported clinker, which represented approximately 17.3% of our cement production cost in 2013. We do not have long-term contracts for the supply of admixtures, raw materials and imported clinker that we use and if existing suppliers cease operations or reduce or eliminate production of these products, our costs to procure these materials may increase significantly or we may be obligated to procure alternatives to replace these products.

We may make future acquisitions that may not achieve expected benefits.

Our strategic initiatives include pursuing acquisitions that tend to diversify our existing portfolio of products and services and expand our geographic footprint. In the future, we may decide to expand by acquiring other companies in Peru or abroad. Any future acquisitions will depend on our ability to identify suitable candidates, negotiate acceptable terms, and obtain financing for the acquisitions. If future acquisitions are significant, they could change the scale of our business and expose us to new geographic, political, operating and financial risks. In addition, each acquisition involves a number of risks, such as the diversion of our management’s attention from our existing business to integrating the operations and personnel of the acquired business, possible adverse effects on our results of operations during the integration process, our inability to achieve the intended objectives of the combination and potential unknown liabilities associated with the acquired assets.

We may not be able to obtain the funding required to implement future strategies.

Our strategies to continue to expand our cement production capacity and distribution network and to develop our brine and phosphate projects require significant capital expenditures. We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such capital expenditures. Our access to external sources of financing will depend on many factors, including factors beyond our control, such as conditions in the global capital markets and investors’ risk perception of investing in Peru and in emerging markets generally. Any equity or debt financing, if available, may not be on terms that are favorable to us. If our access to external financing is limited, we may not be able to execute our strategy, which could adversely affect our business, financial condition and results of operations.

In addition, the indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains covenants that limit our ability and that of our restricted subsidiaries to incur additional indebtedness if we do not meet certain financial ratios. If we are unable to incur additional debt to fund our future strategies, our business could be adversely affected.

We are subject to risks related to litigation and administrative proceedings that could adversely affect our business and financial performance in the event of an unfavorable ruling.

The nature of our business exposes us to litigation relating to product liability claims, labor, health and safety matters, environmental matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes, among other matters. In the past, we have been subject to antitrust and tax proceedings or investigations. While we contest these matters vigorously and make insurance claims when appropriate, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of actual or potential litigation. Although we establish provisions as we deem necessary, the amounts that we reserve could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process. We cannot assure you that these or other legal proceedings will not materially affect our ability to conduct our business, financial condition and results of operations in the event of an unfavorable ruling.

Our business is subject to a number of operational risks, which may adversely affect our business, financial condition and results of operations.

Our business is subject to several industry-specific operational risks, including accidents, natural disasters, labor disputes and equipment failures. Such occurrences could result in damage to our production facilities and equipment, and/or the injury or death of our employees and others involved in our production process. Moreover, such accidents or failures could lead to environmental damage, loss of resources or intermediate goods, delays or the interruption of production activities and monetary losses, as well as damage to our reputation. Our insurance may not be sufficient to cover losses from these events, which could adversely affect our business, financial condition and results of operations.

In addition, key equipment at our facilities, such as our mills and kilns, may deteriorate sooner than we currently estimate. Such deterioration of our assets may result in additional maintenance or capital expenditures, and could cause delays or the interruption of our production activities. If these assets do not generate the cash flows we expect, and we are not able to procure replacement assets in an economically feasible manner, our business, financial condition and results of operations may be materially and adversely affected.

Our business depends on the continued operation of our flagship Pacasmayo plant.

Our flagship production facility in Pacasmayo is essential to our business. In 2013, approximately 90% of our total cement and all of our quicklime was produced at this facility. The Pacasmayo plant is subject to normal hazards of operating any cement production facility, including accidents and natural disasters. Any interruption in our operation of the Pacasmayo facility or a decrease in the effective capacity of this facility would adversely affect our results of operations, and any prolonged disruption in the operation of this facility would have a material adverse effect on our business, financial condition and results of operations.

The introduction of cement substitutes into the market and the development of new construction techniques could have a material adverse effect on our business, financial condition and results of operations.

Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction as a substitute for cement. In addition, other construction techniques, such as the use of dry wall, could decrease the demand for cement and concrete. In Peru, dry wall has only been introduced into the housing construction market in recent years and it is not widely used. However, the use of dry wall for housing construction could increase significantly in the future as it becomes more popular. In addition, research aimed at developing new construction techniques and modern materials may introduce new products in the future. The use of substitutes for cement could cause a significant reduction in the demand and prices for our cement products.

Our success depends on key members of our management.

Our success depends largely on the efforts and strategic vision of our executive management team and board of directors. The loss of the services of some or all of our executive management and members of our board of directors could have a material adverse effect on our business, financial condition and results of operations.

The execution of our business plan also depends on our ongoing ability to attract and retain additional other qualified employees capable of operating our plants. Due to the limited pool of skilled workers in the north of Peru or workers from other regions willing to relocate to the north of Peru, we may not be successful in attracting and retaining the personnel we require. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or reach full planned production levels in a timely manner and, as a result, our business, financial condition and results of operations could be adversely affected.

Our operations and sales are highly concentrated in the northern region of Peru.

All of our operations are located in the northern region of Peru, including our production facilities and the quarries from where we obtain limestone to produce cement. In addition, substantially all of our cement products are sold to consumers in this market. As a result, any adverse economic, political or social conditions affecting the northern region of Peru, as well as natural disasters and weather conditions, such as the El Niño climate pattern, among other factors that may affect this region, could have a material adverse effect on our business, financial condition and results of operations.

We are subject to environmental regulations and may be exposed to liability and political cost as a result of our handling of hazardous materials and potential costs for environmental compliance.

We are subject to various environmental protection and health and safety laws and regulations that regulate, among other things, the generation, storage, handling, use and transportation of hazardous materials; emissions and discharge of hazardous materials; and the health and safety of our employees. Pursuant to Peruvian law, in order to conduct mining and industrial activities, we are required, among other things, to (i) submit an environmental impact assessment to the Ministry of Production ( Ministerio de la Producción ) and a mining closure plan to the Ministry of Energy and Mines ( Ministerio de Energía y Minas ) prior to initiating mining activities, (ii) comply with certain air emission and wastewater discharge standards, (iii) obtain approval from the water management authority to discharge wastewater into natural water sources or soil, (iv) dispose solid waste generated by us in special landfills exclusively through companies registered with the environmental agency, and (v) store fuel in compliance with environmental and safety standards. In addition, we are required to have a health and safety committee and develop an internal health and safety code. Although we believe we are in compliance with all these regulations in all material respects, we cannot assure you that we have been or will be at all times in full compliance with these laws and regulations. Any violation of such laws or regulations could result in substantial fines, criminal sanctions, revocations of operating permits and shutdowns of our facilities. In addition, current or future governments may also impose stricter regulations which may require us to incur higher compliance costs.

Pursuant to certain applicable environmental laws, we could be found liable for all or substantially all of the damages caused by pollution at our current or former facilities or those of our predecessors or at disposal sites. We could also be found liable for all incidental damages due to the exposure of individuals to hazardous substances or other environmental damage.

We cannot assure you that our costs of complying with current and future environmental and health and safety laws and regulations, and any liabilities arising from past or future releases of, or exposure to, hazardous substances will not adversely affect our business, financial condition and results of operations.

International agreements related to climate change may result in an increase in our costs.

There are ongoing international efforts to address greenhouse emissions. The United Nations and certain international organizations have taken action against activities that may increase the atmospheric concentration of greenhouse gases. Regulatory measures, such as the Kyoto Protocol, aimed at addressing greenhouse gas emissions and climate changes, are in various stages of negotiation and implementation. Such measures may result in increased costs to us for installation of new controls aimed at reducing greenhouse gas emissions, purchase of credits or licenses for atmospheric emissions, and monitoring and registration of greenhouse gas emissions from our operations. These measures, if adopted in Peru, could adversely affect our business, financial condition and results of operations.

Changes in regulations or in the interpretation of regulations may adversely affect our business, financial condition and results of operations.

Our business is subject to extensive regulation in Peru, including, among others, relating to tax, environmental, labor, health and safety, and mining matters. We believe that our facilities are currently operating in all material respects in accordance with all applicable concessions, laws and regulations. Future regulatory changes, changes in the interpretation of such regulations or stricter enforcement of such regulations, including changes to our concession agreements, may increase our compliance costs and could potentially require us to alter our operations. We cannot assure you that regulatory changes in the future will not adversely affect our business, financial condition and results of operations.

A dispute with the labor unions that represent our employees could have an adverse effect on our business, financial condition and results of operations.

As of December 31, 2013, approximately 19% of our employees were members of employee unions. Our practice is to extend some of the benefits we offer our unionized employees to other employees. Although we consider our relations with our employees are currently positive, we cannot assure you that we will not experience work slowdowns, work stoppages, strikes or other labor disputes in the future, which could adversely affect our business, financial condition and results of operations.

New projects may require the prior approval of local indigenous communities.

On September 7, 2011, Peru enacted Law No. 29785, regarding the Prior Consultation Right of Local Indigenous Communities, in accordance with the International Labor Organization Convention No. 169 ( Ley del Derecho a la Consulta Previa a los Pueblos Indígenas y Originarios, Reconocido en el Convenio 169 de la Organización Internacional del Trabajo ). This law, which became effective on December 6, 2011, establishes a prior consultation procedure ( procedimiento de consulta previa ) that the Peruvian government must carry out with local indigenous communities whose rights may be directly affected by new legislative or administrative measures, including the granting of new mining concessions. Local indigenous communities do not have a veto right; upon completion of this prior consultation procedure, the Peruvian government retains the discretion to approve or reject the applicable legislative or administrative measure. However, to the extent that in the future our new projects may require legislative or administrative measures that impact local indigenous communities, we may not be able to undertake such projects, unless the Peruvian government first conducts the foregoing consultation procedure. We cannot assure you that this law will not adversely affect our new projects and have an adverse effect on our business, financial condition and results of operations.

Our Piura plant development project is subject to multiple risks, any one of which may adversely affect our operations.

We may face several risks related to our on-going development of our cement production facility in Piura. The realization of any of the following risks may impair our ability to execute this project in the timeframe we estimate:

•

delays in obtaining regulatory approvals, licenses or permits from different governmental or regulatory authorities;

•

increases in the cost of energy, equipment, materials or labor, could impact the profitability of this project;

•

adverse weather conditions, natural disasters, accidents or other unforeseen events;

•

unforeseen engineering, design, environmental or geological problems;

•

opposition from local communities;

•

strikes or labor disputes; and

•

adverse changes in Peru’s regulatory framework.

Any of these factors may delay our project and may increase our projected capital costs. If we are unable to complete this plant, any costs incurred in connection with it may not be recoverable. If we experience delays, cost overruns, or changes in market circumstances, we may not be able to achieve the intended economic benefits, which would materially and adversely affect our business, financial condition and results of operations.

The actual amount of capital required for the development of our new plant in Piura may vary from our current estimates.

Although we have an established budget for the development of Piura plant, this still remains only an estimate. If any of our assumptions change, the actual timing and amount of capital required may vary from what we anticipate. Additional funds may be required in the event of departures from current estimates, unforeseen delays, cost overruns, engineering design changes or other unanticipated expenses. We cannot assure you that additional financing will be available to us, or, if available, that it can be obtained on a timely basis and on commercially acceptable terms.

Additional Risks Relating to our Non-cement Projects

We have not established reserves with respect to our phosphate or brine projects.

We have not established reserves with respect to our phosphate or brine projects. We have only verified mineralized material in our phosphate deposits, and both projects are undergoing basic engineering studies. Such mineralized material will not qualify as reserves until a comprehensive evaluation, based upon unit costs, grades, recoveries and other factors, concludes economic and legal feasibility. The cost, timing and complexities of upgrading mineralized material to reserves may be greater than we anticipate. Mineral exploration and development involves a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate, and few properties that are explored are ultimately developed into producing mines. Once mineralization is discovered, it may take a number of years from the initial phases of drilling before production is possible, during which time the economic feasibility of production may change. Substantial expenditures typically are required to establish reserves through drilling, to determine metallurgical processes to extract the minerals from the ore and to construct mining and processing facilities.

We cannot assure you that we will be able to establish the presence of any reserves for phosphate or brine. The failure to establish reserves would materially affect our ability to develop our phosphate and brine projects and could significantly reduce their estimated value.

Mineralized material calculations are only estimates which if they do not materialize may adversely affect our business, financial condition and results of operations.

Our calculation of the mineralized material at our Bayóvar field is only an estimate and depends on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be materially inaccurate. There is a significant degree of uncertainty attributable to the calculation of mineralized material. Until mineralized material is actually mined and processed, the quantity of mineralized material and grades must be considered as estimates only and we cannot assure you that indicated levels will actually be produced.

The estimate of mineralized material is partially dependent upon the judgment of the person preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates at a given time may significantly change when new information becomes available.

Estimating mineralized material may have to be recalculated based on further exploration or development activity or actual production experience, which could materially and adversely affect estimates of the quantity or grade of mineralized material. Any material changes in quantity and grades of mineralized material will affect the economic viability of placing a property into production and a property’s return on capital. We cannot assure you that mineralized material can be mined or processed profitably.

Our phosphate and brine projects are not part of our core cement business and we cannot assure you that we will be able to profitably extract and commercialize these products.

We are undertaking two non-metallic mining projects to develop phosphate and brine deposits. However, we are developing basic engineering studies and we cannot assure you that these projects will be successful or profitable. Mining is highly speculative in nature, involves many risks and can be unsuccessful. In addition, our core competency is the production and distribution of cement products. We have no prior experience in planning, developing and managing large-scale mining projects, and we have no operating experience or track record in extracting, processing or commercializing phosphate or brine minerals to assess our potential performance. The development of these two projects may result in unforeseen operating difficulties and may require significant financial and managerial resources that would otherwise be available for the ongoing development of our existing cement operations.

We may face several factors that may impair our ability to execute these projects successfully including, among others, the following:

•

delays in obtaining regulatory approvals, licenses or permits from different governmental or regulatory authorities, including environmental permits;

•

increases in the cost of energy, equipment, materials or labor, making the project economically unfeasible;

•

adverse weather conditions, natural disasters, accidents or other unforeseen events;

•

unforeseen engineering, design, environmental or geological problems;

•

insufficient access to adequate means of transportation for our minerals, including delays in the construction of a port nearby;

•

opposition from local communities;

•

strikes or labor disputes;

•

changes in the level of demand and prices for products derived from these materials; and

•

adverse changes in Peru’s regulatory framework.

Any of these factors may delay our projects and may increase our projected capital costs. If we are unable to complete these projects, any costs incurred in connection with these projects may not be recoverable. If we experience delays, cost overruns, or changes in market circumstances, we may not be able to demonstrate the commercial viability of these projects or achieve the intended economic benefits, which would materially and adversely affect our business, financial condition and results of operations.

In the case of our Brine Project, we may face difficulties in marketing and distributing the products derived from these fields. Even if we successfully extract these minerals, we may not be able to market them successfully or find suitable buyers, which may have an adverse effect on our business, financial condition and results of operations.

The actual amount of capital required for our phosphate and brine projects may vary significantly from our current estimates.

Our phosphate and brine initiatives are complex projects that require significant capital investment. Our estimated capital amounts for these projects are based on preliminary estimates and assumptions we have made about the mineral deposits, equipment, labor, permits and other factors required to complete the projects. If any of these estimates or assumptions change, the actual timing and amount of capital required may vary significantly from what we anticipate. Additional funds may be required in the event of departures from current estimates, unforeseen

delays, cost overruns, engineering design changes or other unanticipated expenses, or if we are unable to find a suitable strategic partner to assist in financing our phosphate project. We cannot assure you that additional financing will be available to us, or, if available, that it can be obtained on a timely basis and on commercially acceptable terms.

If we have difficulties working with Mitsubishi to develop our phosphate project or with Quimpac to develop our brine project, we may face difficulties in carrying out these projects.

We are unfamiliar with the commercial market for phosphate and brine products and are seeking to develop these projects with partners that have expertise in commercializing these products. We sold a minority equity interest in our subsidiary Fosfatos to an affiliate of Mitsubishi, which will assist us to develop our phosphate deposits. In addition, Mitsubishi entered into a 20-year off-take agreement with Fosfatos. We have formed Salmueras Sudamericanas S.A. (“Salmueras”) with Quimpac S.A. (“Quimpac”) as a minority partner to assist in financing our brine project and provide its expertise in the commercialization of chemical components. If we encounter difficulties working with Mitsubishi or Quimpac, we may not be able to execute these projects as currently contemplated.

The indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains financial covenants, and any default under the indenture may have a material adverse effect on our financial condition and cash flows.

The indenture pursuant to which we issued our 4.50% Senior Notes due 2023 contains restrictions and covenants, including restrictions on our and our guarantor subsidiaries’ ability to incur further indebtedness or issue disqualified stock and preferred stock, unless certain conditions are met. Failure to meet or satisfy any of these covenants could result in an event of default under the indenture.

Risks Relating to our Common Shares and ADSs

The market price of our ADSs may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our ADSs may prevent you from being able to sell your ADSs at or above the price you paid for them. The market price and liquidity of the market for our ADSs may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:

•

actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;

•

investor perceptions of our prospects or our industry;

•

operating performance of companies comparable to us and increased competition in our industry;

•

new laws or regulations or new interpretations of laws and regulations applicable to our business;

•

general economic trends in Peru;

•

catastrophic events, such as earthquakes and other natural disasters; and

•

developments and perceptions of risks in Peru and in other countries.

Our controlling shareholder has significant influence over us and his interests could conflict with the interests of other shareholders.

As of March 31, 2014, our controlling shareholder beneficially owned 52.63% of our outstanding common shares. As a result, our controlling shareholder has the ability to determine the outcome of substantially all matters submitted for a vote to our shareholders and thus exercise control over our business policies and affairs, including, among others, the following:

•

the composition of our board of directors and, consequently, any determinations of our board with respect to our business direction and policy, including the appointment and removal of our executive officers;

•

determinations with respect to mergers, other business combinations and other transactions, including those that may result in a change of control;

•

whether dividends are paid or other distributions are made and the amount of any such dividends or distributions;

•

whether we offer preemptive and accretion rights to holders of our common shares in the event of a capital increase;

•

sales and dispositions of our assets; and

•

the amount of debt financing that we incur.

Our controlling shareholder may direct us to take actions that could be contrary to the interests of our other shareholders and may be able to prevent other shareholders from blocking these actions or from causing different actions to be taken. Also, our controlling shareholder may prevent change of control transactions that might otherwise provide the shareholders with an opportunity to dispose of or realize a premium on their investment in our common shares and ADSs. We cannot assure you that our controlling shareholder will act in a manner consistent with our other shareholders’ best interests.

Holders of ADSs may be unable to exercise voting rights with respect to our common shares underlying the ADSs at our shareholders’ meetings.

Holders of ADSs may exercise voting rights with respect to the common shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. Holders of our common shares will receive notice of shareholders’ meetings through publication of a notice 25 days in advance, pursuant to Peruvian law, in the official gazette in Peru, a Peruvian newspaper of general circulation, the bulletin of the Lima Stock Exchange and the website of the Peruvian Securities Commission, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders will not receive notice directly from us. Instead, pursuant to the deposit agreement, we will notify the depositary, who will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which voting instructions may be given. To exercise their voting rights, ADS holders must instruct the depositary how to exercise the voting rights for the common shares which underlie their ADSs. Due to these additional procedural steps involving the depositary, the process for exercising voting rights may take longer for ADS holders than for holders of our common shares.

Holders of ADSs also may not receive voting materials in time to instruct the depositary to vote the common shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADS or for the manner of carrying out such instructions, unless such failure can be attribute to gross negligence, bad faith or willful misconduct on the part of the depositary or its agents. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the underlying common shares are not voted as requested.

Our shareholders’ ability to receive cash dividends may be limited.

Our shareholders’ ability to receive cash dividends may be limited by the ability of the depositary to convert cash dividends paid in nuevos soles into U.S. dollars. Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay on the common shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If this conversion is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, holders of ADSs may lose some or all of the value of the dividend distribution.

Holders of ADSs may be unable to exercise preemptive or accretion rights with respect to the common shares underlying their ADSs.

Under Peruvian corporate law, if we issue new common shares as part of a capital increase, unless otherwise agreed to by holders of 40% of our outstanding common shares, our shareholders will generally have the right to subscribe to a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to common shares underlying the ADSs unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive and accretion rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders of ADSs may receive only the net proceeds from the sale of their preemptive and accretion rights by the depositary or, if the preemptive and accretion rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of our ADSs may suffer dilution of their interest in our company upon future capital increases.

We are entitled to amend the deposit agreement under which our ADSs were issued, and to change the rights of ADS holders under the terms of such agreement, without the prior consent of the ADS holders.

We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. Any change related to an increase in deposits or charges for book-entry securities services or any modification that might hinder the rights of the ADS holders will be effective within 30 days after the ADS holders have received notice of such change or modification and such holders will have no right to any compensation whatsoever.

Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the New York Stock Exchange, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the New York Stock Exchange corporate governance standards. Under New York Stock Exchange rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of companies that are subject to all New York Stock Exchange corporate governance requirements.

For example, the New York Stock Exchange listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company”. Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors.

The listing standards for the New York Stock Exchange also require that U.S. listed companies, at the time they cease to be “controlled companies”, have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors.

In addition, New York Stock Exchange rules require the independent non-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law.

Minority shareholders in Peru are not afforded equivalent protections as minority shareholders in other jurisdictions and investors may face difficulties in commencing judicial and arbitration proceedings against our company or the controlling shareholder.

Our company is organized and existing under the laws of Peru, and our controlling shareholder is resident in Peru. Accordingly, investors may face difficulties in serving process on our company, our officers and directors or the controlling shareholder in other jurisdictions, and in enforcing decisions granted by courts located in other jurisdictions against our company, our officers and directors or the controlling shareholder that are based on securities laws of jurisdictions other than Peru.

In Peru, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or controlling shareholder as compared to the shareholders of a U.S. company. The deposit agreement provides that the depositary has no obligation to commence or become involved in any judicial proceedings and any other legal actions relating to the ADSs or the deposit agreement, either on behalf of the ADS holders or on behalf of any other person.

The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.

Most of our directors or executive officers are not residents of the United States. All or a substantial portion of our assets and those of our directors and executive officers are located outside of the United States. As a result, it may not be possible for investors in our securities to effect service of process within the United States upon such persons or to enforce in U.S. courts or outside of the United States judgments obtained against such persons outside of the United States.

We are a company organized and existing under the laws of Peru, and there is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign judgments. It is not clear whether a Peruvian court would accept jurisdiction and impose civil liability if proceedings were commenced in a foreign jurisdiction predicated solely upon U.S. federal securities laws.

ITEM 4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

Our History

Cementos Pacasmayo S.A.A. began its operations in 1957 and is a publicly-held corporation ( sociedad anónima abierta ) organized under the laws of Peru. Our executive offices are located at Calle La Colonia 150, Urbanización El Vivero, Surco, Lima, Peru. Our telephone number at this location is + (511) 317-6000. Our website address is www.cementospacasmayo.com.pe. Information on or accessible through our website is not a part of, nor incorporated by reference in, this annual report.

Cementos Pacasmayo S.A.A. and Hochschild Mining plc together constitute the two businesses of the Hochschild Group, which has operated in Latin America for the past 100 years. Hochschild Mining plc is incorporated in the United Kingdom and its shares have been listed on the London Stock Exchange since 2006. Cementos Pacasmayo S.A.A. has been listed on the Lima Stock Exchange since 1995. As of March 31, 2014, Eduardo Hochschild, directly and indirectly, owned and controlled 54.30% of the shares of Hochschild Mining plc. Through Inversiones ASPI S.A. (“ASPI”) , Eduardo Hochschild, directly and indirectly, owns and controls 52.63% of the outstanding common shares and 33.17% of the outstanding non-voting investment shares of Cementos Pacasmayo S.A.A.

The Hochschild Group traces its origins to 1911, when Mauricio Hochschild, a German mining engineer, founded a group of companies in South America that came to be known as the Hochschild Group. Following World War I, the Hochschild Group expanded into Bolivia where it developed significant interests in tin. The Hochschild Group commenced operations in Peru in 1925 and in 1945 Luis Hochschild, the nephew of Mauricio Hochschild (and the father of Eduardo Hochschild), joined the Hochschild Group’s Peruvian operations.

During the first decades of its operations, the Hochschild Group focused on the commercialization of minerals, although it later began operating its own mines and other industrial companies. During World War II, the Hochschild Group was a key supplier of tin and other metals to the allied forces.

Cementos Pacasmayo, was incorporated in Lima, Peru in 1949, by a group of private investors that founded the company to serve the cement market in the northern region of Peru. The Hochschild Group acquired its initial ownership interest in us in 1956. Set forth below are key developments in our company’s history.

•

In 1957, we began our operations with the installation of our first clinker line with an installed production capacity of approximately 110,000 metric tons per year. In 1966 and 1977, we added a second and third clinker line, respectively, increasing our installed clinker production capacity to approximately 830,000 metric tons per year.

•

In November 1984, the South American mining and industrial operations of the Hochschild Group were sold to the Anglo American Corporation of South Africa which, in the same month, sold the Peruvian operations of the Hochschild Group, including its interest in Cementos Pacasmayo and predecessors of Hochschild Mining plc, to a group of companies controlled by Luis Hochschild.

•

In 1995, we began our distribution network to commercialize and distribute our products throughout the northern region of Peru. In that same year, we also listed our common shares with the Lima Stock Exchange, currently under the ticker symbol “CPACASC1.”

•

In 1998, we acquired from the Peruvian government our Rioja facility, located in the northeast of Peru. At the time, the Rioja facility had one clinker line with an installed cement production capacity of approximately 35,000 metric tons per year.

•

In 2003, we acquired Zemex Corporation, a U.S. company engaged in non-metallic mining and industrial activities in the United States and Canada, which we sold in 2007 in a series of transactions.

•

In 2009, we created Fosfatos in order to explore phosphate rock deposits from our concession at Bayóvar in the north of Peru.

•

In 2010, we reached an aggregate total installed cement production capacity of 3.1 million in our Pacasmayo and Rioja facilities and completed the conversion of our Waelz kiln, retrofitting it to produce quicklime or calcine zinc interchangeably. That same year, we also sold our copper mining concessions in the central region of Peru known as “Mina Raul,” which were previously leased to a third party, for US$28.0 million.

•

In 2011, we created Salmueras together with Quimpac, the leading chemical company in Peru, to develop brine deposits in our combined fields in the coastal region of Piura in the north of Peru.

•

In December 2011, we sold a minority equity interest in Fosfatos to an affiliate of Mitsubishi to develop our phosphate deposits in the Bayóvar fields, in the northwest of Peru.

•

In March 2012, we completed our initial equity offering of 22,296,800 ADSs in the United States and listed our ADSs on the New York Stock Exchange.

•

In 2012, we entered into a supply agreement, amended in 2013, with ThyssenKrupp Polysius and Loesche for US$113.4 million for the provision of key equipment for our new plant in Piura, which is expected to have an annual production capacity of 1.6 million metric tons of cement and 1.0 million tons of clinker.

•

In February 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023, in our inaugural international bond offering. A portion of the proceeds from this offering were used to prepay amounts outstanding on our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used in capital expenditures incurred in connection with the construction and operation of the new Piura plant and our cement business.

•

In 2013, we entered into a contract for the construction and electromechanical assembly services for the Piura plant with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. The first of these companies will be responsible for executing the civil works, while the other two companies will be in charge of the electromechanical assembly activities, within a 19-month period. We also entered into a contract with Cesel Ingenieros S.A. for the Plant Construction and Engineering Supervision. For purposes of the project, this company has joined forces with the Argentine company Saxum Ingeniería S.A., which has particular experience in the construction of cement plants.

Capital Expenditures

We expect to spend over the next five years approximately US$20 million per year on recurring capital expenditures necessary to maintain our plants and equipment.

In February 2013, we issued US$300 million of our 4.50% Senior Notes due 2023. The international rating given by Fitch and S&P to these notes was BBB- and BB+, respectively. The notes were issued pursuant to Rule 144A under the Securities Act and in compliance with Regulation S under the Securities Act, and listed on the Irish Stock Exchange. The funds for this placement were allocated to prepay our outstanding long-term debt with BBVA Banco Continental, which amounted to S/.202.2 million, and the remaining balance was set aside to cover a portion of the construction costs for the new Piura plant and our cement business.

In addition to our cement business, we expect to have substantial capital expenditure requirements to develop our phosphate and brine projects, if the feasibility and other studies conclude that developing these projects will be legally and economically feasible.

We expect to finance our phosphate and brine projects with a combination of new borrowings and financial contributions from us and Mitsubishi, our minority partner. In our phosphate project, we sold a minority equity interest in Fosfatos to an affiliate of Mitsubishi for an aggregate purchase price of approximately US$46.1 million. In our brine project, we have entered into a strategic partnership with Quimpac, under which we have committed to invest a total of US$100 million and Quimpac is obligated to invest approximately US$14.2 million as a minority partner over the time of the agreement in order to maintain its current equity interest. Our phosphate and brine projects are not part of our core cement business, and, accordingly, we expect to evaluate strategic options as we continue to develop our projects.

The table below sets forth our total capital expenditures incurred in 2013, 2012 and 2011.


	Year ended December 31,
(in millions of S/.)	2013		2012		2011
Corianta calcination plant(1)		—		—		2.3
Construction of diatomite brick plant		11.3		10.6		34.5
Expansion of Rioja cement plant		17.6		57.2		32.3
Expansion of Pacasmayo cement plant		24.5		16.8		14.7
New cement plant in Piura		72.9		52.8		—
Phosphate project		41.6		23.7		4.5
Brine project		5.8		18.3		5.8
Carbon mine concession		—		—		10.9
Concrete and block business		21.0		4.5		20.5
Other investing activities(2)		15.9		86.3		115.7

Total		210.6		270.2		241.2

(1)	Capital expenditures relate to the conversion of our Waelz rotary kiln to produce zinc and quicklime interchangeably.

(2)	Includes overhauls of transmission, cooler system, storage silo, heavy machinery and other.

B.	Business Overview

Overview

We are a leading Peruvian cement company, and the only cement manufacturer in the northern region of Peru. With more than 56 years of operating history, we produce, distribute and sell cement and cement-related materials, such as concrete blocks and ready-mix concrete. Our products are primarily used in construction, which has been one of the fastest growing segments of the Peruvian economy in recent years. We also produce and sell quicklime for use in mining operations.

In 2013, we sold approximately 2.3 million metric tons of cement, representing an estimated 20.8% share of Peru’s total domestic cement shipments, and substantially all the cement consumed in the northern region. From 2009 to 2013, our cement sales volume grew at a compound annual growth rate (“CAGR”) of 10.5%. Our performance during this period was driven primarily by growth in the construction sector which over the past five years has expanded, on average, at approximately two times the growth in Peru’s annual GDP. We believe the construction sector will continue to grow with the expected continued expansion of the economy and the continued housing deficit in the country.

We own two cement production facilities, our flagship Pacasmayo facility located in the northwest region of Peru and our smaller Rioja facility located in the northeast. Our facilities have total installed annual cement production capacity of approximately 3.3 million metric tons. We also have installed annual production capacity of 240,000 metric tons of quicklime. We own concession rights to several quarries with reserves of limestone and other raw materials located near our facilities. We estimate that our existing quarries have sufficient reserves to supply us with limestone for approximately 62 years, based on our 2013 limestone consumption levels.

We completed an expansion of our Rioja plant in April 2013. We more than doubled the cement production capacity of our Rioja facility by installing a new production line that adds 240,000 metric tons of installed annual cement production capacity. We are in the construction stage of our new cement plant in Piura, which is expected to have an annual production capacity of 1.6 million metric tons of cement. We have entered into a supply agreement with ThyessenKrupp Polysius and Loesche for the provision of key equipment for this project. We have also signed a contract with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. for the construction of the plant. This development will allow us to meet projected increases in demand for cement in the northern region of Peru in coming years.

We provide consumers with high-quality and value-added cement products and, as a result, we believe we have developed strong brand recognition and loyalty in our market. We have developed one of the largest independent retail distribution networks for construction materials in Peru. Through our network of more than 214 independent retailers and 345 hardware stores, we distribute our cement products as well as other construction materials manufactured by third parties, such as steel rebar, cables and pipes, in the northern region of Peru. We also sell our cement products directly to other retailers that are not part of our distribution network and to private construction companies and government entities.

We also have concessions for fields with identified brine deposits. We are in the process of reaching an agreement with the local communities as we simultaneously progress with the basic engineering study.

The following table sets forth certain macroeconomic data for Peru and operating and financial data for our company for the periods indicated.


	As of and for the year ended December 31,
	2013			2012			2011
Economic data(1):
GDP growth in Peru		5.0	%		6.3	%		6.9	%
Construction sector growth in Peru		8.5	%		15.1	%		3.4	%

Operating data:
*Capacity (thousands metric tons per year):*
Installed cement capacity		3,340			3,100			3,100
Installed clinker capacity		1,780			1,700			1,500
*Production (thousands metric tons):*
Cement production		2,341			2,253			1,946
Clinker production		1,385			1,368			1,315
*Utilization rate at Pacasmayo plant(2):*
Cement		72.4	%		70.8	%		60.4	%
Clinker		79.3	%		80.6	%		89.2	%
*Utilization rate at Rioja plant(2):*
Cement		54.6	%		100.0	%		97.5	%
Clinker		70.1	%		79.5	%		77.5	%

Selected financial data (amounts in millions of S/.):
Net sales		1,239.7			1,169.8			995.0
Growth in net sales (versus prior period)		6.0	%		17.6	%		10.8	%
Gross profit		523.4			456.8			425.5
Gross profit margin		42.2	%		39.0	%		42.8	%
Adjusted EBITDA(3)		348.9			278.5			267.2
Adjusted EBITDA margin(3)		28.1	%		23.8	%		26.9	%
Profit(4)		152.3			155.6			65.5
Profit margin(4)		12.3	%		13.3	%		6.6	%

(1)	Source: Central Bank of Peru.

(2)	Utilization rate is calculated by dividing production for the specified period by installed capacity.

(3)	For a calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our profit, see “Item 3. Key Information—A. Selected Financial Data.”

(4)

Profit for 2011 includes a non-cash loss of S/.96.0 million due to an impairment with respect to our zinc mining assets and S/.4.8 million related to mandatory workers’ profit sharing expenses related to the sale of a minority equity interest in our subsidiary Fosfatos to an affiliate of Mitsubishi.

Peruvian Cement Market

Peru has experienced sustained economic growth over the past decade. From 2009 to 2013, GDP grew at a CAGR of 6.7%. Despite the global economic recession, which slowed GDP growth in Peru to 0.9% during 2009, the economy rebounded in 2010 and recorded GDP growth of 8.8%. Growth during the 2009 to 2013 period was accompanied by low inflation, which averaged 2.5% per year. In addition, at December 31, 2013, the government had accumulated foreign exchange reserves of approximately US$65.7 billion, and the sovereign debt achieved an investment grade rating from each of the three major international credit rating agencies. This economic growth has resulted, among other key trends, in significant poverty reduction, with a decrease in the percentage of the country’s population living below the poverty line from approximately 48.6% in 2004 to approximately 25.8% in 2012. According to the Central Bank of Peru, the Peruvian economy is estimated to have grown at a rate of 5.0% in 2013 and is projected to grow at a rate of 6.0% in 2014.

We sell substantially all our cement in the northern region of Peru, which in 2013 accounted for approximately 23.1% of the country’s population and 15.0% of national GDP. Two other groups sold substantially all the cement consumed in each of the central and southern regions of Peru, with less than 5% of all the cement consumed in the country coming from imports. From 2009 to 2013, total cement consumption in Peru grew at a CAGR of 11.1%, according to the INEI, driven by the country’s overall economic growth and, to a lesser extent, by infrastructure spending. In the northern region, cement consumption grew at a CAGR of 10.6% over the same period. Despite this recent growth, Peru continues to have a significant housing deficit, estimated by the INEI at 1.9 million homes nationwide as of December 31, 2013.

In Peru, cement is mainly sold to a highly fragmented consumer base, consisting primarily of households that buy cement in bags to gradually build or improve their own homes without professional technical assistance, a segment known in our industry as auto-construcción . We estimate that in 2013 sales to the auto-construcción segment accounted for approximately 54% of our total sales of cement, private construction projects accounted for 27% and public construction projects accounted for the remaining 19%. Approximately 89% of our total cement sales in 2013 were in the form of bagged cement, substantially all of which was sold through retailers.

In recent years, sales of ready-mix concrete have increased significantly, growing at an average annual rate of 25% from 2006 to 2013 (compared to 11% for cement) in the northern region. Over the same period, market penetration of ready-mix concrete has increased from 3% to 7%. Nonetheless, this penetration is still low compared to the Latinamerican average of 20% and the national average of 13%. We expect that sales of ready-mix concrete in our region will continue growing at a faster pace than cement during the following years as ready-mix concrete consumption is directly related to GDP per capita growth and its subsequent effect on economic development and the formalization of the economy.

Our Phosphate and Brine Projects

In the process of securing quarries of raw materials for our cement operations, in 2007 we acquired a diatomite concession in a field located in Bayóvar in the northwest of Peru where our geologists have discovered significant deposits of phosphate rock. According to an independent study prepared by Golder Associates Peru S.A. in August 2011, this field contains an estimated 541.4 million metric tons of mineralized material based on wet density, with an average grade of 18.5% of P2O5 (phosphorus pentoxide). Phosphate concentrates are primarily sold as a fertilizer nutrient in agriculture, which we believe will continue to benefit from rising global food consumption driven by the growing per capita income in emerging countries.

In December 2011, we sold a 30.0% equity interest in our subsidiary Fosfatos, which focuses on our phosphate operations, to an affiliate of Mitsubishi, a global integrated business enterprise whose shares are listed on the Tokyo Stock Exchange that develops and operates businesses across multiple industries, for an aggregate purchase price of approximately US$46.1 million. Mitsubishi is a world leading marketer of phosphate-derived products. In connection with the sale, Mitsubishi has entered into an off-take agreement to purchase Fosfatos’

production of phosphate ore. Under the off-take agreement, Mitsubishi agreed to purchase, once we begin production, 2.0 million metric tons of phosphate ore annually, and has the option to purchase an additional 0.5 million metric tons annually, to the extent we choose not to sell it to the Peruvian market, at a price to be determined pursuant to an agreed upon formula based on prevailing market prices. The off-take agreement has a term of 20 years, with an option for Mitsubishi to extend the term for an additional 5 years upon expiration. We believe this is one of the most significant foreign investments by a major international company in Peru’s phosphate sector.

We believe our phosphate project provides significant opportunities to expand our revenue streams, diversify our portfolio of products and improve our profitability, and we intend to dedicate substantial efforts to developing this project. We are currently in the basic engineering stage which is being conducted by Golder Associates on the mine, a consortium of FL Smidth Minerals—Jacobs—Golder Associates on the plant, Berenguer Ingenieros on the port, Pepsa Tecsult and Aecom on the electrical transmission and the water, and Hatch as an overall reviewer.

In March 2014, we obtained the approval of the Environmental Impact Study for the Phosphate Project. This represents a very important step for the project’s development.

We also own concession rights to fields in the coastal region in the northwest of Peru, which, according to our internal geologists, contain brine deposits. We entered into an agreement with Quimpac, a leading chemical company in Peru, pursuant to which we formed Salmueras, a project company in which we own a 74.9% equity interest and Quimpac owns the remaining 25.1%. Under the agreement, we contributed our brine concessions located in the fields of Ñamuc and El Tablazo and committed to invest US$100 million to the project, while Quimpac contributed its brine concessions located in the Cañacmac field and may contribute approximately US$14.2 million to the project to maintain its current equity interest. Our combined brine concessions cover 136,245 hectares of land. Brine is used to produce chemical components, which have a wide variety of agricultural and industrial uses, such as in fertilizers, animal feed and construction.

In the Brine project, the basic engineering study is being conducted by the German company, K-Utec AG Salt Technologies. Due to the complexity of our brine project and in accordance with our strategy of disciplined capital expenditures, in order to develop this project we must first obtain the results of the basic engineering study and the local communities agreements for the exploitation of the mineral resources.

These projects require significant capital investments and as we have not yet completed feasibility studies, we cannot assure that we will be able to produce and sell these products profitably or at all.

Competitive Strengths

Our principal competitive strengths include the following:

Track record of cash flow generation and strong results through multiple business cycles

We have historically generated strong cash flow and high profit margins mainly due to the following key factors:

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our leadership position in the northern region of Peru; and

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our extensive distribution network, operational flexibility and efficiency, and focus on innovation.

In 2013, we generated cash flow from operating activities of S/.191.8 million (US$68.6 million) and EBITDA of S/.348.9 million (US$124.8 million), and our operating and EBITDA margins were 23.6% and 28.1%, respectively. EBITDA for 2013 increased by 25.3% (S/.70.4 million) compared to 2012, mainly due to operational efficiencies that allowed us to maintain expenses and costs at 2012 levels while increasing revenues by 6%. As of December 31, 2013 and 2012, our net leverage ratio was negative principally as a result of the high levels of cash on our balance sheet.

Leader in attractive and expanding market with solid macroeconomic fundamentals

We are currently the only cement manufacturer in the northern region of Peru and we produce and sell substantially all of the cement consumed in the region. In 2013, the northern region accounted for approximately 23.1% of the country’s population and 15.0% of its GDP. From 2009 to 2013, GDP in the northern region grew at a CAGR of 5.6%. During the same period, our cement production and sales volume grew at a CAGR of 10.5%. Despite this recent growth, the northern region continues to experience significant housing and infrastructure deficits which we expect will continue to drive demand for cement in coming years.

Best-in-class operating efficiencies with vertical integration and strong brand recognition

Our quarries are located in close proximity to our plants, enabling us to minimize transportation costs. We strive to enhance our operational efficiency by focusing on lowering costs and improving profitability. We also benefit from our vertically integrated operations, participating in the entire chain of production from the quarries which we own directly, to the related products such as quicklime, ready – mix, precast and our large distribution network. We have developed one of the largest independent retail distribution networks for construction materials in Peru, known as “DINO,” consisting of 214 independent retailers with 345 hardware stores, primarily small, local stores in the northern region, through which we distribute our cement products as well as construction materials manufactured by third parties. We use our distribution network, together with our strategically located commercial offices, to promote our products and stay abreast of market developments. We have developed this network through years of fostering relationships with retailers in the region, which we believe would be difficult for a competitor to replicate. Our distribution network has enabled us to build strong recognition for our Pacasmayo brand among retailers and end-consumers in our market, which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Disciplined capital expenditure plan with attractive risk / return profile

We seek to minimize risk while securing an adequate return on our development projects. We are currently developing a new plant in Piura to increase our cement production capacity and projects to explore phosphate and brine. We are in the construction stage of our new cement plant in Piura, the third largest city in northern Peru, which is expected to have an annual production capacity of 1.6 million metric tons of cement. We have entered into a supply agreement with ThyessenKrupp Polysius and Loesche for the provision of key equipment for this project. We have also signed a contract with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. for the construction of the plant. This development will allow us to meet projected increases in the regional demand for cement. In 2011, we sold 30% of our interest in our subsidiary Fosfatos to an affiliate of Mitsubishi and entered into an off-take agreement with the same company to sell our production of Phosphate ore. In 2010, we also entered into an agreement with Quimpac, a leading chemical company in Peru, pursuant to which we jointly formed Salmueras Sudamericanas S.A. (“Salmueras”), a vehicle to jointly exploit a project relating to our brine concessions. We are currently in the basic engineering stage which is being conducted by Golder Associates on the mine, a consortium of FL Smidth Minerals—Jacobs—Golder Associates on the plant, Berenguer Ingenieros on the port, Pepsa Tecsult and Aecom on the electrical transmission and the water, and Hatch as an overall reviewer. In our Brine project the basic engineering study is being conducted by the German company, K-Utec AG Salt Technologies. Due to the complexity of our brine project and in accordance with our strategy of disciplined capital expenditures, in order to develop this project we must first obtain the results of the basic engineering study and the local communities agreements for the exploitation of the mineral resources.

Emphasis on innovation

We place significant emphasis on research and development to ensure our products meet the needs of consumers in our market and to improve the efficiency of our operations. For example, we have developed cement products suitable to coastal construction that tend to be more exposed to erosion from sulfate. We believe that, by educating retailers and end consumers of these attributes of our products, we have been successful in building demand and realizing higher margins for our differentiated product offering.

Know-how to develop our phosphate and brine projects

We are highly experienced and knowledgeable in open-pit mining and industrial processes as a result of our core cement business, and we believe this know-how will enable us to develop our brine and phosphate project, as we seek to capitalize on their value for our company. Moreover, because of our close and long-standing relations with local communities, we believe we have the credibility to obtain local support for our projects, which is essential to their success. Due to our long operating history, market position and reputation, we have been able to team up with high quality strategic partners with expertise in areas that complement our core competencies to develop our projects. For our phosphate project, we have partnered with a world leading marketer of phosphate-derived products, and for our brine project we have partnered with a leading chemical company in Peru.

Strong relationship with local communities

Since we began operations 56 years ago, we have had a strong commitment to improving the quality of life of the local communities surrounding our plants, whose members we regularly employ. As a result, we have developed close and cooperative relationships with the local communities, which are supported by several social responsibility initiatives we have undertaken. For example, the family of our controlling shareholder founded, and we and Hochschild Mining plc continue to fund, Asociación Tecsup, a leading non-profit institute in Peru that provides technical education to high-school students. We provide scholarships and financial aid to local qualified students interested in studying at Tecsup. Through its three campuses in Peru, Tecsup has graduated over 7,550 students in various technical fields, some of whom now work for us and our affiliates.

Highly experienced and professional management and board of directors

Our management team, with an average of 13 years of experience in the cement industry in Peru, has extensive technical and local market expertise and has led our company through our recent growth. We have developed a strong professional business culture and a team of highly qualified executives. We also have a well-regarded and experienced board of directors that includes some of Peru’s business leaders and former senior government officials. For the fourth consecutive year, we have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, which is currently comprised of nine listed companies.

Strong corporate governance standards and international recognition

Our common shares are listed on the Lima Stock Exchange and our ADSs are listed on the New York Stock Exchange. We are subject to the disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”) and the Superintendencia del Mercado de Valores and we must comply with and adopt internal compliance standards to increase transparency and improve corporate governance standards including an audit committee and appointment of independent directors. For the fourth consecutive year, we have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, which is currently comprised of nine listed companies. Additionally, in 2013, we received the Top Social Responsibility Award ( Distintivo de Empresa Socialmente Responsable ) for second consecutive year, in recognition of our having achieved our corporate goals in a socially responsible manner, a principle that is ingrained in our corporate culture and business strategy.

Our Strategies

Our objective is to maximize shareholder value, while honoring our commitment to the environment and abiding by our social responsibility goals. We intend to achieve our objective through the following principal strategies:

Continue to focus on our core business of supplying the rising demand for cement

We plan to continue to meet the increasing demand for cement in our market, while controlling production costs. We intend to increase our production capacity through the expansion of our installed cement and clinker capacity. In line with this strategy, we are on target to complete the planned expansion of our new cement plant in Piura. Our principal goal is to maintain our market share in the northern region of Peru without reducing the profitability of our business.

Maintain operational efficiencies to control production costs

We intend to sustain operational efficiencies in an effort to control costs and maintain our operating margins. One of our principal initiatives to maintain energy costs is to secure our own source of coal. In 2011, we exercised certain of our options to purchase coal mining concessions in the north of Peru, and we have also replaced a high proportion of our use of imported bituminous coal, which generally is more expensive, with anthracite coal produced locally.

Deepen our commercial relationship with retailers and end-consumers

We plan to enhance our commercial relationships with retailers and end-consumers in our market, both to maintain brand loyalty and to foster demand for our cement products. We will continue to support retailers in our DINO distribution network by providing product education, training sessions, rewards programs, and assistance in financing purchases of our products. We believe that these initiatives have been successful in strengthening our relationship with retailers and end-consumers. In addition, we have intensified our door-to-door commercial strategy for cement sales and, as of December 31, 2013, approximately 99% of our cement sales were sold under this system. We believe that these initiatives have been successful in strengthening our relationship with retailers and end-consumers.

Continue to focus on being the preferred provider of building solutions

We strive to be the supplier of choice for cement consumers in the northern region of Peru, whether households building their homes or private construction companies or governmental entities undertaking projects of any size. We continue to focus on providing consumers with efficient and customized building solutions for their construction needs. Over the past several years, we have evolved from being a single type cement manufacturer to offering five different types of cement products and other building solutions. For example, we offer cement that contains special properties that protect against sulfate erosion, as well as other products designed to meet the needs of consumers in the northern region of Peru. We dedicate significant resources to developing new products that meet evolving market demands through product research and development.

Develop our non-core mineral assets

In addition to our core cement business, we are undertaking two non-metallic mining projects, which we believe present significant growth opportunities for our company. We have discovered phosphate deposits in one of our fields, which contain an estimated 541.4 million metric tons of mineralized material. We are dedicating significant efforts and resources to develop this project in an effort to capitalize on the potential of these mineral assets. We also have concessions for fields with identified brine deposits. We believe that, if we are able to extract these minerals in a profitable manner, these projects could provide us an alternate source of revenue, diversify our portfolio of products and improve our profitability.

Selectively pursue acquisitions

We will continue to evaluate and may selectively pursue strategic acquisitions of cement and complementary businesses that expand our geographic footprint and diversify our portfolio of products. Our management team has significant operating experience and industry knowledge in the production and commercialization of cement and cement-related materials, and we believe this experience will enable us to identify and pursue attractive acquisitions that will maximize shareholder value.

Our Products

Our core products are cement and other cement-related materials. We also produce quicklime. In 2013, cement, concrete and blocks accounted for 88.9% of our net sales and quicklime accounted for 2.6%. We also sell and distribute construction materials, such as steel rebar, cables and pipes, manufactured by large third-party manufacturing companies, which in 2013 represented 8.3% of our net sales.

The following table sets forth a breakdown of our shipments by type of product for the periods indicated:


	Year ended December 31,
(in thousands of metric tons)	2013		2012		2011
Cement, concrete and blocks		2,349		2,258		1,937
Quicklime		60		101		93
Zinc calcine		—		—		1

Total		2,409		2,359		2,031

The following table sets forth a breakdown of our total net sales by product for the periods indicated:


	Year ended December 31,
(in millions of S/.)	2013		2012		2011
Cement, concrete and blocks		1,102.1		972.2		803.0
Quicklime		31.9		52.7		45.9
Construction supplies(1)		103.3		143.2		143.3
Others		2.4		1.7		2.8

Total		1,239.7		1,169.8		995.0

(1)	Refers to construction materials manufactured by third parties that we distribute.

Cement

Cement is a powdered mixture of ground minerals that, when mixed with water, adheres to other materials and hardens to form a rock-like substance. Cement is generally mixed with other materials, such as gravel and sand, forming concrete with a high degree of compressive strength that is able to withstand substantial pressure.

Cement types are generally classified as either portland cement or blended hydraulic cement. Portland cement is a hydraulic cement produced by pulverizing clinker, consisting essentially of crystalline hydraulic calcium silicates and calcium sulfate. Blended hydraulic cement consists of a mixture of portland cement clinker and mineral admixtures, such as blast furnace slag, pozzolan and limestone.

We produce both types of cement in a range of cement products suitable for various uses, such as residential and commercial construction and civil engineering. We currently offer the following five types of cement products designed for specific uses:

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Type I. This type of cement is for general purposes and suitable if special properties are not needed. It is generally used for constructing pavements, floors, reinforced concrete buildings, bridges, reservoirs, pipes, masonry units and precast concrete products.

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Type V . Type V cement is used in concrete exposed to severe sulfate action, principally in places where soil or ground water has a high sulfate content. It is generally used in hydraulic construction, such as irrigation canals, tunnels, water conduits and drains.

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Type Fortimax (formerly known as MS) . This is the new formula for the type of cement that is used to protect against moderate sulfate action, such as drainage structures, with higher-than-normal, but not unusually severe, sulfate concentrations in ground water. It is designed for sites and structures in humid areas that are exposed to sulfates and sea water. It also prevents thermal contraction cracking due to moderate heat hydration, and is resistant to contact with alkaline reagents.

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Type HS . Type HS cement is used in concrete that is exposed to severe sulfate action, principally where soil or ground water has high sulfate content. It is recommended for port construction, industrial plants and construction of sewage sites. Our Portland Type HS cement has low reactivity with alkali-reactive aggregates, making it more durable than other types of cement.

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Type ICo . This type of cement is used for general purposes and is similar to Portland Type I cement. It is widely used in our market due to its effectiveness and low hydration heat.

We believe that our Type V, Fortimax and HS cement products are particularly suitable for construction in the northern coastal region of Peru, where sulfate and chloride concentrations from soil, ground water and sea water affect the durability of construction structures. By educating retailers about the different cement characteristics and conducting marketing campaigns, we believe we have been successful in building demand for our cement products. Our research and development department is also equipped to produce custom-tailored cement products on demand. In addition, through our dedicated team of geologists and scientists, we have significantly reduced the amount of clinker required for cement production minimizing our capital expenditures and significantly reducing our carbon dioxide emissions (CO ₂ ).

We market and distribute our cement primarily in 42.5 kilogram bags. Most of our bagged cement is sold to the retail sector consisting primarily of households who buy bags of cement to build or expand their own homes over time with little or no formal technical assistance (commonly referred to as auto-construcción ). The bags are made of kraft paper to preserve the quality of the cement. Our bags include information relating to the composition of our cement, handling instructions, production dates and storage instructions. Our cement bags have different colors to easily identify the different types of cement. Once bagged at our Pacasmayo and Rioja facilities, our cement is loaded onto trucks operated by third parties. Cement in bulk is sold to large industrial consumers.

Concrete Products

We also produce and sell concrete products principally in the form of ready-mix concrete used in large construction sites, as well as blocks, bricks and pavers.

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Ready-mix concrete. Ready-mix is a blend of cement, aggregates (sand and stone), admixtures and water. It is manufactured and delivered to construction sites in a form that is ready to use. This mixture hardens to form a building material, ranging from sidewalks to skyscrapers. We have fifteen fixed and mobile ready-mix plants.

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Concrete blocks . We produce and sell concrete blocks, such as paving units, or paver stones for pedestrian walkways, as well as other bricks for partition walls and concrete blocks for structural and non-structural uses.

Quicklime

We produce and distribute quicklime, which has several industrial uses. Quicklime serves as a neutralizer, lubricant, drying and absorbing material, disinfectant, and as a raw material. Quicklime has various applications, including in the steel, food, fishing and chemical industries. It is also used in mining operations to treat water and industrial residues, in agriculture as a fertilizer enhancer and, to a lesser extent, in other industries. In Peru, quicklime is mainly used in the mining industry, as an additive to treat water residues. We produce quicklime in finely and coarsely ground varieties and sell it in three forms: (i) 40 kilogram bags, (ii) bags of one metric ton and (iii) in bulk for larger construction projects.

Zinc Calcine

We produced zinc calcine until 2011. Zinc ore extracted from our zinc mine concessions was crushed and mixed with anthracite coal which was then calcinated in our Waelz rotary kiln. We sold zinc calcine to local refineries that produce zinc. Zinc is a metal that is commonly used to prevent corrosion and is often used in galvanization, the process of coating iron or steel metals with rust resistant zinc.

To optimize the use of our Waelz rotary kiln, in 2010 we retrofitted it to produce both zinc calcine and quicklime interchangeably.

The operations at our zinc mines have been suspended since July 2008. We subsequently continued to produce small quantities of zinc calcine depleting our inventory of extracted zinc ore. However, during 2012, we did not produce any zinc calcine.

Due to a sudden and sharp decline in the international price of zinc in September 2011 and based on our future expectation of zinc prices, we recorded an impairment of approximately S/.96.0 million during 2011 with respect to our zinc mining assets.

In 2013, we returned our mining concession to Compañía Pilar de Amazonas S.A., which is the owner of the surface of the zinc mining unit. The mine’s closing plan is currently being executed.

Production Process

Cement Production Process

The diagram below depicts the standard cement production process, which consists of the following main stages:

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extraction and transportation of limestone from the quarry;

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grinding and homogenization to make the raw material of consistent quality;

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clinkerization;

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cement grinding;

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storage in silos; and

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packaging, loading and distribution.

LOGO

Extraction of raw materials. To produce cement, limestone is extracted from our quarries. We use explosives to loosen the limestone and deploy bulldozers to remove dirt and the overburden covering the limestone. We crush the limestone in our primary and secondary cone crusher and the resulting limestone is loaded into trucks and hauled to our Pacasmayo or Rioja facilities from the adjacent quarry where it is stored.

Grinding and homogenization. Limestone, clay and sand are mixed with iron that is acquired from third parties. The quality of the resulting raw meal is monitored by examining samples of each batch and processing them through our quality control x-ray software that automatically measures the mix of materials to confirm the blend is in compliance with our quality standards. Subsequently, the raw meal is sent to a blending silo and then to a storage silo from where it is fed into the pre-heater.

Clinkerization. The raw meal is heated at a temperature of approximately 1,450 degrees Celsius in our kilns. The intense heat causes the limestone and other materials in the mixture to react inside the kiln, turning the mixture into clinker. Clinker is then cooled to a temperature of approximately 200 degrees Celsius and stored in a silo or in an outdoor patio.

Cement grinding. After being cooled, clinker, together with gypsum and some admixtures, is fed into a ball mill or into a vertical roller mill where it is ground into a fine powder to produce cement. In this form, cement reacts as a binding agent that, when mixed with water, sand, stone and other aggregates, is transformed into concrete or mortar.

Storage in silos. After passing through the ball mills, the cement is transferred on conveyor belts and stored in concrete silos in order to preserve its quality until distribution.

Packaging, loading and transport. Cement is transferred through another conveyor belt from the silo to be packaged in 42.5 kilogram bags and loaded into trucks operated by third parties to be transported for distribution. Bulk cement may be transported (unpackaged) on especially designed trucks that deliver large amounts of cement directly to the work site.

Quicklime Production Process

Quicklime is produced by crushing limestone with a calcium carbonate content of at least 95% by calcinating it in a rotary kiln. The limestone for quicklime comes from our quarries. The crushing of the limestone is done at the quarry and the calcination process takes place only at our Pacasmayo facility. We produce quicklime in finely and coarsely ground varieties and sell both varieties in bags of 40 kilograms and up to one metric ton, as well as in bulk.

Zinc Calcine Production Process

Zinc oxide ore is ground and mixed with anthracite coal in a ratio of 1:0.6. The mixture is then fed into a Waelz rotary kiln as pellets for calcination. The Waelz rotary kiln is used to process zinc oxide ore that reacts with anthracite coal, burning the zinc oxide ore and transforming it to zinc calcine.

Raw Materials and Energy Sources

Limestone

We obtain limestone required to produce clinker and quicklime principally from land where we have concession rights. For our Pacasmayo plant, we extract limestone from our Acumulación Tembladera quarry located approximately 60 kilometers from the plant, and for our Rioja plant, we extract limestone from our Calizas Tioyacu quarry which is adjacent to our Rioja plant.

Acumulación Tembladera. We have a concession to extract limestone and other minerals from our Acumulación Tembladera quarry, a 3,390 hectare open-pit mine located in the district of Yonan, in the department of Cajamarca. We acquired this concession in November 2002.

Calizas Tioyacu. For our Rioja production, we have a concession to extract limestone and other minerals from a 400 hectare open-pit mine near our Rioja facility in the district of Elias Soplin Vargas, in the department of San Martín. We acquired this concession in February 1998.

In each of our limestone concessions, the term of the concession is indefinite, provided we pay an annual concession fee and a penalty fee if we fail to meet required minimum annual production levels. Failure to pay such fees in a timely manner for two consecutive years will cause us to forfeit our concession titles. As of the date of this annual report, we have fully paid all applicable fees on our operating concessions.

We extracted from our Acumulación Tembladera quarry approximately 2.6 million metric tons of limestone, in 2011, 2.2 million metric tons in 2012 and 2.7 million metric tons in 2013, which were used for cement and quicklime production in our Pacasmayo facility. We extracted from our Calizas Tioyacu quarry approximately 336,722 metric tons of limestone in 2011, 353,794 metric tons in 2012 and 285,812 metric tons in 2013, which were used for cement production at our Rioja facility.

We estimate that as of December 31, 2013, our Acumulación Tembladera quarry contains approximately 116.1 million metric tons with an average grade of 85.70% of calcium carbonate of proven and probable limestone reserves, and our Calizas Tioyacu quarry contains approximately 9.3 million metric tons of proven limestone reserves with an average grade of 90.25% of calcium carbonate. Based on limestone consumption at 2013 levels, we estimate that our limestone reserves at our Acumulación Tembladera quarry have a remaining life of approximately 65 years and our limestone reserves at our Calizas Tioyacu quarry have a remaining life of approximately 26 years. On a combined basis, we estimate that our two quarries have a remaining life of approximately 62 years. Our estimates were prepared by our internal engineers and geologist and are reviewed periodically.

In addition to our Acumulación Tembladera and Calizas Tioyacu quarries, we also own concession rights to various other limestone quarries consisting, in the aggregate, of approximately 51,735 hectares located in the northern region of Peru. None of these quarries are in operation as of the date of this annual report.

Clay, Sand and Other Raw Materials and Admixtures

The other raw materials that we use to produce clinker are clay, sand, iron and diatomite.

Clay

For cement production in our Pacasmayo facility, we extract clay from our Señor de los Milagros de Pacasmayo quarry, a 400 hectare open-pit concession located in the district and province of Pacasmayo, department of La Libertad. We were granted this concession by the Ministry of Energy and Mines in 1996. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We extracted from our Señor de los Milagros de Pacasmayo quarry approximately 116,461 metric tons of clay in 2011, 107,468 metric tons in 2012 and 107,935 in 2013.

For cement production in our Rioja facility, we extract clay from our Pajonal 2 quarry, a 400 hectare open-pit concession located in the district and province of Rioja, department of San Martin. This concession was granted to us by the Ministry of Energy and Mines in 1998. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We extracted from our Pajonal 2 quarry approximately 32,825 metric tons of clay in 2011, 47,819 metric tons in 2012 and 43,669 metric tons in 2013.

We have not calculated our clay reserves, as we believe there is an abundant supply of clay in our concessions and more broadly in the northern region where we operate.

Sand

For cement production in our Pacasmayo facility, we use sand extracted from our Señor de los Milagros de Pacasmayo quarry. We extract approximately 100,000 metric tons of sand per year for use at our Pacasmayo facility. Our Rioja facility does not utilize sand as a raw material given the type of cement it produces.

We have not calculated our sand reserves, as we believe there is an abundant supply of sand in our concessions and more broadly in the northern region where we operate.

Iron and Diatomite

We use small quantities of iron and diatomite in our cement production, which we purchase from third parties at market prices. We are also in the process of installing a small diatomite plant in our Bayóvar field.

Pozzolanic Materials and Other Admixtures

Our cement production also requires small amounts of other admixtures, such as pozzolanic materials, gypsum and blast furnace slag.

For cement production in our Pacasmayo facility, we use pozzolanic materials obtained from our Cunyac quarry, a 200 hectare open-pit concession located in the district of Sexi, province of Santa Cruz, department of Cajamarca. The concession was granted to us by the Ministry of Energy and Mines in 2008. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. We began using pozzolanic material at our Pacasmayo facility in 2010 and obtained from our Cunyac quarry approximately 120,271 metric tons of pozzolanic material in 2011, we did not use pozzolanic materials to produce cement in 2012. In 2013, we used 79,139 metric tons of pozzolanic material from our stock.

For cement production in our Rioja facility, we use pozzolanic materials obtained from our Fila Larga quarry, a 1,000 hectare open-pit concession located in the district of El Milagro, province of Utcubamba, department of Amazonas. The concession was granted to us by the Ministry of Energy and Mines in 1998. We did not use pozzolanic materials to produce cement in 2011, 2012 and 2013.

We also own several other concessions containing pozzolanic material which have not been exploited. In addition, our use of pozzolanic materials may be substituted with clinker or other admixtures. Other admixtures, such as gypsum and blast furnace slag, are purchased at market prices from third-party suppliers. If we are unable to acquire raw materials or admixtures from current suppliers, we believe that other sources of raw materials and admixtures would be available without significant interruption to our business.

Imported Clinker

In 2012, as a result of the strong demand in the cement market in the northern region of Peru, we started using 208,708 metric tons of imported clinker. In 2013, we used approximately 351,501 metric tons of imported clinker and we expect to continue using this material until the new cement plant in Piura is completed.

Energy Sources

Our main energy sources are fuel in the form of coal and electricity. Our production processes consume significant amounts of energy, because our kilns must reach extreme temperatures to produce clinker and quicklime. In addition, milling operations, homogenization and transportation of materials consume significant amounts of energy.

Coal

We purchase anthracite coal from local suppliers and import bituminous coal from suppliers mainly in Venezuela, in each case at spot market prices. Anthracite coal tends to be less expensive than bituminous coal. We store coal at our premises and in our warehouse facility adjacent to the Salaverry port, located approximately 130 kilometers south of our Pacasmayo facility, where we have sufficient stock of bituminous coal to maintain our production levels for the next year.

In December 2009 and February 2010, we entered into option agreements to acquire coal mining concessions to secure a steady and reliable source for our coal requirements and to reduce our energy costs related to coal. In 2011, we exercised certain options under these agreements to acquire coal mining concessions for 908.45 hectares near our Pacasmayo facility for a total purchase price of US$4.5 million. In 2013, we exercised our remaining options to purchase an additional coal mining concession for 501.24 hectares for US$1.0 million.

Electricity

As of December 31, 2013, all of the electricity requirements for our Pacasmayo facility were supplied by Electroperú and for our Rioja facility by ELOR.

We have a long-term electricity supply contract with Electroperú for an original term of 10 years, ending in December 2020. Electroperú has agreed to provide us with sufficient energy to operate our Pacasmayo facility at pre-determined maximum amounts during the term of the contract. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. purchase price index, the global price of oil, the local price of natural gas and the import price of bituminous coal.

In addition, we have a medium-term electricity supply contract with ELOR to supply the Rioja facility for a term that ends in November 2016. ELOR supplies the Rioja facility with 3.4 megawatts of electricity at peak hours and 3.7 megawatts at non-peak hours. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. dollar price, the local price of natural gas, the global price of oil and the import price of bituminous coal.

Other Production Materials

We use other materials in the cement production process, including paper bags to package cement, which we purchase principally from local suppliers and imports from Brazil; plastic bags used to package quicklime, which we purchase from local suppliers; and water to cool the kiln exhaust gases and for our crushing operations at our Acumulación Tembladera quarry, which we obtain principally from a well located at our Pacasmayo facility and from the Jequetepeque river. Water used in our production process is maintained in a closed system at our plants and re-processed for utilization in our production process.

Consumer Base

The retail cement sector in Peru is characterized by households that purchase single bags of cement to gradually build or improve their homes with little or no professional assistance. This sector is known as auto-construcción . Families in this sector tend to invest a large portion of their savings in building or improving their own homes. Auto-construcción is often conducted with the help of a builder ( maestro de obra ) who generally has experience in construction. Our retail marketing plans typically target the maestro de obra who is usually the decision maker when buying cement and other related construction materials.

We also sell directly to small, medium and large private construction companies working on a variety of construction projects, from housing complexes to commercial developments. In the public sector, we sell to national, regional and local governments carrying out construction projects including housing complexes and public construction, ranging from local schools and hospitals to large irrigation projects.

Sales and Distribution

Distribution

Our market extends from the Ecuadorian border in the north of Peru to the city of Barranca in the south (approximately 180 kilometers north of Lima), to the Andes mountains in the east and the Pacific Ocean in the west. Our market covers the provinces of Amazonas, Cajamarca, La Libertad, Lambayeque, Piura and Tumbes in the north; and San Martín and Loreto in the northeast.

Our Pacasmayo facility supplies the entire northern region of Peru from Tumbes to Casma and Huarmey. Our Rioja facility supplies the cities of Jaen, Chachapoyas, Pedro Ruiz, Nuevo Cajamarca, Rioja, Moyobamba, Tarapoto and Yurimaguas.

In 2013, approximately 89% of our total cement shipments were in the form of bagged cement, substantially all of which was sold through retailers both within and outside of our distribution network. The remaining 11% of our cement was sold in bulk or in shipments of concrete blocks or ready-mix concrete directly to large construction companies.

We have developed one of the largest independent retail distribution networks for construction materials in Peru, consisting of more than 345 local hardware stores, with whom we have a distribution agreement. In addition, we also distribute to other independent retailers located throughout the northern region of Peru with whom we do not have contractual relationships. We have built our distribution network by investing in strengthening our relationship with retailers.

In recent years, sales of ready-mix concrete have increased significantly, growing at an average annual rate of 25% from 2006 to 2013 (compared to 11% for cement) in the northern region. Over the same period, market penetration of ready-mix concrete has increased from 3% to 7%. Nonetheless, this penetration is still low compared to the Latin-American average of 20% and the national average of 13%. We expect that sales of ready-mix concrete in our region will continue growing at a faster pace than cement during the following years as ready-mix concrete consumption is directly related to GDP per capita growth and its subsequent effect on economic development and the formalization of the economy.

Additionally, we sell and distribute other construction materials manufactured by third parties that are used with cement, such as steel rebars, plastic pipes and electrical wires, among others.

Marketing and Brand Awareness

We use our distribution network, together with our strategically located local commercial offices, to promote our products and brands, as well as to keep us informed of market developments. We believe our distribution network has enabled us to build strong recognition for our Pacasmayo brand among maestros de obra , retailers and end consumers which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Our marketing expenses in 2013 were approximately S/.10.5 million, or 0.8% of our net sales. Historically, our marketing strategy has been to develop brand loyalty by providing high-quality products, tailored to the needs of our customers, and customer service accompanied by complimentary training for the maestros de obra , who are typically the decision makers in the auto-construcción segment.

To maintain and improve our relationship with retailers, we have developed several loyalty and incentive programs designed for our distribution network. For instance, members of our distribution network can redeem points for various prizes, ranging from computers to trucks. We have also partnered with Scotiabank to provide our customers with small loans to help finance the purchase of our products.

Quality Control

In Peru, cement production is subject to standardization ( normalización ) regulations approved by the National Institute for the Protection of Competition and Intellectual Property ( Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual , or “INDECOPI”). Although the standardization regulations are not mandatory, they are useful in achieving an optimum level of management. As of the date of this annual report, there are 81 standardization regulations approved by INDECOPI in connection with the production of cement and its commercialization. We are currently in compliance with all standardization regulations applicable to our products.

We have established a quality assurance program in accordance with ISO Standard 9001-2008, certified by SGS del Perú S.A.C., a company that provides inspection, verification, testing and certification services. We monitor quality at every stage of the cement production process. In our Pacasmayo and Rioja facilities, we periodically test the quality of our raw materials. These tests include chemical, physical and x-ray tests. We perform similar examinations of the clinker we produce. Additionally, we also perform regular quality tests on our finished products.

We have a quality control area with computerized systems to access real-time information on the quality of our products. As part of our quality control process, we monitor the performance of our different cement products, monitor the performance of additives in our cement and review monthly statistical analysis on the resistance of cement, among other things.

Competitive Position

Peru’s cement production is segmented into three principal geographic regions: the northern region, the central region, including Lima’s metropolitan area, and the southern region. We are the only cement manufacturer in the northern region of Peru. UNACEM (formally known as Cementos Lima and Cemento Andino) principally serves the central region and Cementos Yura and Cementos Sur operate in the southern region. In 2013, we sold approximately 2.3 million metric tons of cement, representing an estimated 20.8% share of Peru’s total domestic cement shipments, and substantially all the cement consumed in the northern region of Peru.

Regulatory Matters

Overview

Although our core business is the production of cement, we hold a number of mining concessions granted by the Peruvian government for the supply of limestone and other raw materials required for cement production. As a result, we are subject both to the mining and the general industrial legal framework in Peru.

The regulatory framework applicable to our cement production may be divided into rules and regulations relating to (i) the mining and crushing of limestone and clay, and (ii) the production process.

Mining Regulations

The General Mining Law ( Texto Único Ordenado de la Ley General de la Minería ) approved by Supreme Decree No. 014-92-EM, published in the Peruvian Official Gazette, El Peruano , on June 3, 1992, is the primary law governing both metallic and non-metallic mining activities in Peru and is supplemented by implementing guidelines and policies regarding mining and the processing of minerals enacted by the Ministry of Energy and Mining. Under the General Mining Law, mining activities (except storage, reconnaissance, prospecting and trade) are carried out exclusively through various forms of concessions. Mining concessions are granted by the Geological, Mining and Metallurgical Institute ( Instituto Geológico Minero y Metalúrgico , or “INGEMMET”), and all other concessions, including our mineral processing concessions, are granted by the Directorate General for Mining of the Ministry of Energy and Mines. Any act, transfer, termination or agreement related to these concessions must be registered with the Mining Rights Registry, which is part of the National Public Registry System, to be effective against the Peruvian government and third parties.

Holders of concessions or mining claims must comply with several obligations, including the payment of an annual concession fee ( derecho de vigencia ) of US$3.00 per applicable hectare. The annual concession fee is due and payable on or prior to June 30 of each year. Failure to pay the annual concession fee for two consecutive years will result in the termination of the mining concession.

Mining activities require holders to obtain title to the surface land from individual landowners, peasant communities or the Peruvian government. Mining concessions are granted for an unlimited period, subject to the achievement of minimum annual production levels. Two different regimes apply depending on the date the concession was granted:

For concessions granted before 2008 the following rules apply:

•

the minimum annual production is equivalent to US$100 per year per hectare, in the case of metallic concessions, and US$50 per year per hectare, in the case of non-metallic mining concessions;

•

the minimum production level is to be achieved no later than the end of the sixth year from the date of grant;

•

if the minimum production level is not achieved within that period, an annual penalty equivalent to US$6.00 per year per hectare must be paid starting with the first semester of the seventh year and until the minimum production level is achieved; and

•

if the minimum annual production has not been achieved by the twelfth year, then the annual penalty increases to US$20 per year per hectare.

However, under Supreme Decree No. 054-2008-EM, the rules above will apply only until 2019. As of 2019, if the annual minimum production has not been met, the annual penalty and the causes to terminate a mining concession will be determined by the General Mining Law for concessions granted in 2008 or thereafter, as described below.

For concessions granted in 2008 or thereafter, the following rules apply:

•

the minimum annual production target is equivalent to one tax unit (approximately US$1,360) per year per hectare, in case of metallic mining concessions, and 10% of one tax unit (approximately US$136) per year per hectare, in the case of non-metallic mining concessions;

•

the minimum production level is to be achieved no later than the end of the tenth year from the date of grant;

•

if the minimum production level is not achieved within that period, an annual penalty equivalent to 10% of the minimum annual production level is due until such level is achieved; and

•

if the minimum production level is not achieved by the end of the fifteenth year, the mining concession expires. Exceptionally, the concession can be extended for five additional years, provided that (i) the non-compliance of the minimum production level is caused by force majeure , or (ii) a minimum annual investment of 10 times the annual penalty is devoted to exploration and the annual penalty is paid. If the minimum annual production is not achieved by the end of this additional five-year term, the mining concession will immediately expire.

The penalty must be paid prior to June 30 of each year. Failure to pay the penalty for two consecutive years results in the termination of the mining concession.

In addition to the payment of the annual concession fee and the penalty, holders of mining concessions must, pursuant to the Mining Royalty Law, pay a royalty for the exploitation of metallic and non-metallic resources. Prior to the amendment of the Mining Royalty Law described below, the amount of the royalty was determined on a monthly basis. For those minerals with an international market price (gold, silver, copper, zinc, lead and tin), the amounts were computed by applying the rates to the value of the concentrate or its equivalent, according to the applicable international market price. The historic rate scales were established in the Mining Royalty Law’s regulations as shown in the following table:


Annual sales (in millions of US$)	Rate
Up to 60		1	%
Between 60 and up to 120		2	%
More than 120		3	%

In case of minerals without an international reference market price (minerals other than gold, silver, copper, zinc, lead and tin), the mining royalty amounted to 1% of the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process ( componente minero) .

However, the Mining Royalty Law was amended on September 29, 2011 to increase the tax payable on metallic and non-metallic mineral resources. Effective October 1, 2011, the royalty for the exploitation of metallic and non-metallic resources is payable on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with the following statutory scale of tax rates based on a company’s operating profit margin and applied to the company’s operating profit, as adjusted by certain non-deductible expenses, and (ii) 1% of a company’s net sales, in each case during the applicable quarter. The royalty rate applied to the company’s operating profit is based on its operating profit margin according to the following statutory scale of rates:


Operating margin
	Applicable rate
0% - 10%		1.00	%
10% - 15%		1.75	%
15% - 20%		2.50	%
20% - 25%		3.25	%
25% - 30%		4.00	%
30% - 35%		4.75	%
35% - 40%		5.50	%
40% - 45%		6.25	%
45% - 50%		7.00	%
50% - 55%		7.75	%
55% - 60%		8.50	%
60% - 65%		9.25	%
65% - 70%		10.00	%
70% - 75%		10.75	%
75% - 80%		11.50	%
More than 80%		12.00	%

Mining royalty payments will be deductible for income tax purposes in the fiscal year in which such payments are made.

We believed that certain portions of the regulations of the Royalty Mining Law were unconstitutional, because they impose a mining royalty tax on non-mining activities. For instance, for cement companies, the amended Royalty Mining Law and its regulations established that the mining royalty tax was calculated based on the total operating profit or net sales, as opposed to operating profit or net sales attributable exclusively to mining products, such as limestone, used to produce cement. Accordingly, in December 2011, we filed a claim to declare that the mining royalty tax applicable for the exploitation of non-metallic mining resources be calculated based on the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process (“ componente minero ”).

In November 2013, the Peruvian Constitutional Court affirmed the constitutional challenge we filed against the new regulation of the Mining Royalty Law, in a final and unappealable ruling, on the grounds that the new regulation violates the constitutional right of property, as well as the principles of legal reserve and proportionality. Therefore, the new regulation is rendered inapplicable to our operation. As a result, we will continue to use as a basis for the calculation of the mining royalty the value of the concentrate or mining component, and not the value of the product obtained from the industrial or manufacturing process.

Finally, holders of mining concessions are required at the beginning of their operations to submit a mining closure plan that must contain a description of the steps to restore the areas and facilities of each mining operation area to pre-mining condition. Holders of mining concessions are required to secure completion of the restorative measures by means of the following guarantees: (i) banking guarantee or credit insurance; (ii) cash guarantees; (iii) trusts; or (iv) those indicated in the Peruvian Civil Code.

As of the date of this annual report, we primarily owned non-metallic mining concessions and limited metallic mining concessions with respect to iron. Substantially all of our concessions were granted prior to 2008. Our mining rights and concessions are in full force and effect under applicable Peruvian laws. We believe that we are in compliance in all material respects with the terms and requirements applicable to our mining rights and concessions.

Production Process

The cement production process along with other manufacturing activities are governed by General Industry Law ( Ley General de Industrias ), Law No. 23407, published in El Peruano on May 29, 1982, which establishes basic rules that promote and regulate activities in the manufacturing industry. The Ministry of Production is vested with authority to promote private investments in connection with industrial, processing and manufacturing activities, the surveillance of sustainable exploitation of natural resources (except for those extractive activities involving primary transformation of natural products), the protection of the environment, and the supervision of the quality of manufactured products. All industrial companies are subject to the General Industry Law and its regulations to the extent that the company’s gross income is primarily derived from industrial activities. Pursuant to Supreme Decree No. 009-2011-MINAM, the supervisory and monitoring functions of the Ministry of Production will be transferred to the Environmental Evaluation and Supervisory Agency ( Organismo de Evaluación y Fiscalización Ambiental , or OEFA). According to OEFA Resolution No. 013-2012-OEFA-CD, such process commenced on January 2, 2013 and will finalize on May 31, 2013.

Environmental Regulations

Industrial companies and particularly cement companies are required to comply with several environmental regulations. Pursuant to Article 50 of Legislative Decree No. 757, the competent environmental authority is that corresponding to the activity of the company which generates the higher gross annual income. For that reason, the environmental authority that monitors our operations, considering that cement production represents the highest proportion of our gross profit, is the Ministry of Production.

The Environmental Regulations for Manufacturing Industries ( Reglamento de Protección Ambiental para el Desarrollo de Actividades de la Industria Manufacturera —Supreme Decree No. 019-97-ITINCI, or the “Environmental Regulations”), set forth different environmental obligations depending on the date of commencement of the subject company’s industrial activities. Thus, companies with industrial cement activities operational at the time these regulations entered into force (September 1997) were obliged to submit an Environmental Adaptation Management Plan ( Programa de Adecuación y Manejo Ambiental , or “PAMA”) to the Ministry of Production; while companies with industrial activities starting from that date onwards are obliged to submit either an environmental impact assessment or an environmental impact declaration depending on the level of risk and the impact of their activities on the environment. Furthermore, the Environmental Regulations establish that the Ministry of Production may require a mining closure plan (as an independent environmental assessment) with environmental measures that all companies must comply with before closing their operations to prevent any negative effects on the environment.

With regard to air emissions and wastewater discharges, the Ministry of Production has adopted legally binding environmental quality standards ( Limites Máximos Permisibles, or “ LMPs”) for cement industries (approved by Supreme Decree No. 003-2002-PRODUCE). These standards are legally enforceable and all cement industry operations are required to comply with them.

A violation of the Environmental Regulations is subject to different types of administrative sanctions, as determined in the Environmental Sanctions Regime of the Ministry of Production (Régimen de Sanciones e Incentivos del Reglamento de Protección Ambiental para el Desarrollo de Actividades de la Industria Manufacturera— Supreme Decree No. 025-2001-ITINCI ), including warnings notice; fines of up to 600 UIT (US$858,823.53); restrictions, suspension or cancellation of the authorization or concession; and total or partial closing of the industrial facilities. The type of sanction imposed ultimately depends on the seriousness of the violation. Although the environmental competent authority for industrial activities is the Ministry of Production, other government agencies may impose fines in case of non-compliance with applicable permits.

By Directing Council Resolution No. 023-2013-OEFA/CD, OEFA assumes the functions of monitoring, supervision, control and sanctioning of environmental matters in the Cement Sector of the Manufacturing Industry, of the Industrial Subsector of the Ministry of Production—PRODUCE.

Prior Consultation with Local Indigenous Communities

On September 7, 2011, Peru enacted Law No. 29785, Prior Consultation Right of Local Indigenous Communities. The law was enacted in order to implement Convention No. 169 of the International Labor Organization on Local Indigenous Communities in Independent Countries, previously ratified by Peru through Legislative Decree No. 26253. This law, which became effective on December 6, 2011, establishes a prior

consultation procedure to be undertaken by the Peruvian government in favor of local indigenous communities, whose collective rights may be directly affected by new legislative or administrative measures, including the granting of new mining concessions. Regulation implementing this law was approved on April 3, 2012, by Supreme Decree No. 001-2012-MC, which defines the local indigenous communities that are entitled to the prior consultation rights and establishes the different stages that comprise the prior consultation procedure.

Consultation procedures for mining and processing concessions are carried out by the Ministry of Energy and Mines prior to the granting of a new processing concession.

According to the recent practice of the Geologic Institute of Mining and Metallurgy ( Instituto Geológico Minero Metalúrgico ), the granting of mining concessions does not qualify as an “administrative measure” that potentially affects the rights of indigenous peoples because it does not grant per se a right to explore and exploit mineral deposits. Accordingly, the granting of mining concessions has not been included among measures that require consultation procedures with indigenous peoples. According to Ministerial Resolution No. 003-2013-MEM-DM, the Ministry of Energy and Mines has established that consultation procedures are applicable prior to the commencement of: (i) exploration activities ( Autorización de inicio de actividades de exploración ) ; (ii) exploitation activities ( Autorización de inicio o reinicio de las actividades de desarrollo, preparación y explotación—incluye plan de minado y botaderos ); and (iii) processing concessions ( otorgamiento de concesión de beneficio ) .

Local indigenous communities do not have a veto right; upon completion of this prior consultation procedure, the Peruvian government can discretionarily approve or reject the applicable legislative or administrative measure. In addition, any sale, lease or other act of disposal of surface land owned by local indigenous communities is subject to the approval of an assembly composed of the members of such communities according to the following rules:

•

for local indigenous communities located on the coast, approval of not less than 50% of members attending the assembly is required; and

•

for local indigenous communities located in the highlands and the Amazon region, approval of at least 2/3 of all members attending the assembly is required.

Permits and Licenses

Mining Concessions

According to the General Mining Law, a mining concession is required in order to extract mineral resources needed to produce cement. The mining concession grants the right to explore and exploit the mineral resources located in a solid of indefinite depth, limited by the vertical plane corresponding to the sides of square, rectangle or polygon referred to by the Universal Transversal Mercator coordinates. The Geological Mining and Metallurgical Institute (Instituto Geológico Minero y Metalúrgico) is in charge of managing the procedure of granting mining concessions, which includes the receipt of the request, the granting and the termination of mining concessions.

Explosives . Mining concessionaires are required to obtain the following permits to operate and store explosives:

•

Certificate of Mining Operation ( Certificado de Operación Minera ), granted by the Ministry of Energy and Mines;

•

Semiannual Authorization for Use of Explosives, granted by the General Bureau of Explosives of the Ministry of Interior ( Dirección General de Control de Servicios de Seguridad, Control de Armas, Munición y Explosivos de Uso Civil, or “DICSCAMEC”);

•

Manipulation of Explosives License for each individual that intends to handle explosives, granted by the DICSCAMEC; and

•

Explosive’s Warehouse Operation License, granted by DICSCAMEC.

Water and Wastewaters

To use water resources in cement industry activities, it is necessary to obtain a water right granted by the Water Management Authority ( Autoridad Nacional del Agua , or “ANA” ) prior to the use of underground or fresh water sources. If the proposed activities will generate domestic or industrial wastewaters, which will be discharged into natural water sources or soil, authorization from ANA is required, with a favorable opinion of the General Bureau of Environmental Health ( Dirección General de Salud Ambiental, or “DIGESA”).

Hazardous Waste

Hazardous waste generated as a consequence of cement production activities must be disposed of in specialized landfills. The transportation of solid waste outside the limits of the industrial complex must be conducted exclusively through specialized companies registered with DIGESA. Industries are free to contract with an EPS-RS (a company that provides solid waste services such as transportation, treatment or disposal) or with an EC-RS (a company that carries out commercialization activities aiming at the reuse of solid waste). Yet in order to limit their liability in case of environmental harm, industries must make sure the EPS-RS and EC-RS they retain count with all necessary permits to collect, transport and dispose hazardous wastes.

Chemical Feedstock

The commercialization, transportation and use of controlled chemical feedstock ( Insumos Químicos y Productos Fiscalizados, or “IQPF”) is restricted, because of their potential use in the production of illegal drugs or controlled substances. Companies that require an IQPF must obtain an IQPF User Certificate ( Certificado de Usuario de IQPF ) from the General Bureau of Chemical Feedstock of the Ministry of Interior ( Unidad Antidrogas de la Policía Nacional del Perú, or “DIRANDRO”). Companies such as ours are also required to register with the Ministry of Production any IQPF activities they plan to carry out ( Registro Único para el Control de IQPF ).

Fuel Storage

Any company that purchases fuels for its own activities and has facilities to receive and store fuel with a minimum capacity of one meter cubed (264,170 gallons) is required to (i) receive from the Mining and Energy Investment Supervision Body ( Organismo Supervisor de la Inversión en Energía y Minería, or “OSINERGMIN”) prior permission to build and operate said installations, and (ii) be registered with the Registry of Direct Fuel Consumers, in order to obtain the SCOP Code ( Código del Sistema de Control de Órdenes de Pedido ) necessary to purchase fuel.

Cultural Heritage Protection

If the design and development of cement industry activities involves the removal of topsoil, a Certificate of Non-Existence of Archaeological Ruins ( Certificado de Inexistencia de Restos Arqueológicos , or “CIRA”) from the Ministry of Culture with respect to the area under construction must be obtained. The CIRA will either certify that on the surface of the evaluated area no archaeological sites or features were discovered, or will identify their exact location and extent in order to implement precautionary measures to protect the archaeological artifact. The CIRA is valid for an unlimited period, but will become void should any archaeological artifacts be accidentally discovered during the construction works or due to any natural cause. In such an instance, the company must stop the construction work immediately and notify the Ministry of Culture. Failure to stop the construction work may generate civil and criminal liabilities. Under certain exceptional circumstances, Peruvian legislation allows the removal of archeological artifacts when the area is required for development of projects that are of national interest.

Labor Regulations

Peruvian legislation allows hiring employees through: (i) a fixed-term contract, (ii) a contract for an indefinite duration; or (iii) a contract for part-time employment.

The minimum wage established in Peru is S/.750.00 per month. Peruvian labor legislation establishes a maximum 8-hour work day or 48 hours per week for employees older than 18 years. For overtime, employers must pay at least an additional 25% and an additional 35% over the regular hourly wage for the first two hours and for any additional hours, respectively. Employees are entitled to a minimum rest of 24 consecutive hours per week.

Regardless of the type of employment contract, pursuant to Peruvian law full-time employees are entitled to receive:

(i) an additional 10% of the minimum wage, provided that they are responsible for (a) one or more children under the age of 18 or (b) persons who are up to 24 years of age if they are pursuing higher education,

(ii) two additional months’ salary per year, one in July and one in December (pursuant to Law No. 29351, until December 31, 2014, said payments are not subject to any social contribution, except for Income Tax; consequently, until December 2014, employers shall pay directly to their employees as an Extraordinary Bonus, the amount of the contribution to the Social Health Insurance (ESSALUD) for such payments, equivalent to 9% of the bonus paid),

(iii) thirty calendar days of annual paid vacation per year,

(iv) life insurance, provided they have been employed for at least four years,

(v) a compensation for years of service (CTS) equal to 1.16% of a monthly salary and is deposited each year in May and November, provided they work an average of at least four hours per day for the same employer,

(vi) benefits from the Peruvian Social Health Insurance (ESSALUD) to which employers must contribute a rate equivalent to 9% of their employees’ income, and

(vi) a percentage of the company’s annual income net of taxes (10% in the case of income derived from cement operations, and 8% in the case of income derived from our mining activities), provided the company has twenty or more employees.

Free and Fair Competition Protection

In Peru, businesses are generally not required to receive the prior authorization of the antitrust authority, which in Peru is INDECOPI. However, in order to promote economic efficiency and protect consumers, anti-competitive behavior is subject to sanctions under applicable law. Behavior that is prohibited according to national law includes: (i) the abuse of a dominant market position, (ii) concerted horizontal practices and (iii) concerted vertical practices. Moreover, under the Unfair Competition Law it is illegal to act in a way that may hinder the competitive process. An unfair behavior is one that is objectively contrary to the entrepreneurial good faith, ethical behavior and efficiency in a market economy.

C.	Organizational Structure

All of our operating subsidiaries are incorporated in Peru. The following chart sets forth our simplified corporate structure, operating subsidiaries only, as of the date of this annual report.

LOGO

(1)	Quimpac owns the remaining 25.1%.

(2)	An affiliate of Mitsubishi owns the remaining 30.0%.

The following is a brief description of the principal activities of our consolidated subsidiaries:

•

Cementos Selva S.A. is engaged in the production and marketing of cement, quicklime and other cement-related materials in the northern region of Peru, near the Peruvian jungle. It holds all of the outstanding shares of Dinoselva Iquitos S.A.C., our cement and construction materials distributor for products processed in our Rioja facility.

•

Distribuidora Norte Pacasmayo S.R.L. is primarily engaged in selling and distributing cement products produced at our Pacasmayo facility. It produces and sells cement-related materials, such as concrete blocks and ready mix concrete, and sells other construction materials manufactured by large manufacturers.

•

Calizas del Norte S.A.C. was created in 2013 and started operations in 2014. Its main operation is to exploit our limestone quarry Acumulacion Tembladera.

•

Empresa de Transmisión Guadalupe S.A.C.’s sole operation is to provide electricity transmission services to the Pacasmayo facility.

•

Salmueras Sudamericanas S.A. was created in 2011 with Quimpac as a minority equity holder, in order to develop our combined brine fields in the coastal region of Piura in the north of Peru. We own a 74.9% equity interest in Salmueras and Quimpac owns the remaining 25.1%.

•

Fosfatos del Pacífico S.A. was formed with the objective of exploring phosphate deposits that were discovered in our diatomite fields in our Bayóvar concession in the northwest of Peru. Our phosphate project is currently in pre-feasibility stages. In December 2011, we sold a minority equity interest in Fosfatos to an affiliate of Mitsubishi to develop our phosphate deposits in the Bayóvar fields, in the northwest of Peru.

D.	Property, Plant and Equipment

Properties

We own our office at our headquarters in Lima, Peru, at Calle La Colonia 150, Urbanización El Vivero, Surco. We also own our plants, warehouses, transportation facilities and the office space at our production facilities, including our workers’ facilities occupying approximately 50,000 square meters at our Pacasmayo facility and a warehouse occupying approximately 25,000 square meters at the Salaverry port facility.

Area of Operation

We own and operate our flagship cement and quicklime production facility, located in the city of Pacasmayo, department of La Libertad, approximately 667 kilometers north of Lima. From our Pacasmayo facility, we supply cement principally to the coastal and central regions of northern Peru, including the cities of Piura, Chiclayo, Cajamarca, Trujillo and Chimbote.

In addition to our Pacasmayo facility, we also own and operate a smaller cement facility, located in the city of Rioja, department of San Martín, approximately 468 kilometers east of the Panamericana Norte highway. From our Rioja facility, we supply cement to the northeastern region of Peru, including the cities of Moyobamba and Tarapoto, among others.

The following map shows the geographical location of our production facilities, as well as the location of our main commercial offices as of December 31, 2013:

LOGO

Pacasmayo Facility

As of December 31, 2013, our Pacasmayo facility had 10 kilns, which produce clinker (one of which is also equipped to produce quicklime), and an additional Waelz rotary kiln that produces quicklime. Additionally, our facility has a primary and secondary cone crusher located near our Acumulación Tembladera limestone quarry. The main crusher has installed crushing capacity of 800 metric tons per hour and the secondary crusher has installed crushing capacity of 170 metric tons per hour. Our Pacasmayo facility operates with three horizontal rotary kilns with total installed annual clinker production capacity of 1,034,880 metric tons and six vertical shaft kilns with total installed annual clinker production capacity of 465,120 metric tons. The total installed annual clinker production capacity at our Pacasmayo facility is 1.5 million tons. Our Pacasmayo facility also features three cement finishing mills with installed annual cement production capacity of 2.9 million metric. Our Pacasmayo facility is also equipped with silos containing storage capacity for 25,000 metric tons of cement.

As of December 31, 2013, our Pacasmayo facility had installed production capacity of approximately 240,000 metric tons of quicklime per year, including the annual installed capacity of one of our clinker kilns and our Waelz rotary kiln, which are equipped to also produce quicklime.

Rioja Facility

We have increased our annual clinker production capacity at this facility by 80,000 metric tons and our installed annual cement production capacity by 240,000 metric tons, bringing the total annual installed production capacity of our Rioja facility to 440,000 metric tons of cement and 280,000 of clinker. This expansion was concluded in April 2013.

Our Rioja facility now operates with a small cone crusher and four vertical shaft kilns with total annual installed clinker production capacity of 280,000 metric tons and three cement finishing mills with total annual installed production capacity of 440,000 metric tons. Our Rioja facility is also equipped with silos with storage capacity of 1,750 metric tons of cement.

Ready-Mix Concrete Facilities

We also have eighteen fixed and mobile ready-mix concrete facilities located in the northern cities of Chimbote, Trujillo, Chiclayo, Piura and Cajamarca, among others. These facilities allow us to supply ready-mix concrete to large construction projects throughout the entire northern region of Peru. As of December 31, 2013, our ready-mix operations had 109 mixer trucks and 22 concrete pumps available to deliver ready-mix concrete.

Capacity and Volumes

The table below sets forth our clinker, cement and quicklime production capacity and volumes in our Pacasmayo and Rioja facilities for the periods indicated.


	As of and for the year ended December 31,
	2013							2012							2011
(in thousands of metric tons, except percentages)	Capacity		Production		Utilization rate(1)			Capacity		Production		Utilization rate(1)			Capacity		Production		Utilization rate(1)
Cement:
Pacasmayo facility		2,900		2,101		72.4	%		2,900		2,053		70.8	%		2,900		1,751		60.4	%
Rioja facility		440		240		54.5	%		200		200		100.0	%		200		195		97.5	%

Total		3,340		2,341		70.1	%		3,100		2,253		72.7	%		3,100		1,946		62.8	%
Clinker:
Pacasmayo facility		1,500		1,189		79.3	%		1.500		1,209		80.6	%		1,300		1,160		89.2	%
Rioja facility		280		196		70.0	%		200		159		79.5	%		200		155		77.5	%

Total		1,780		1,385		77.8	%		1,700		1,368		80.5	%		1,500		1,315		87.7	%
Quicklime(2):
Pacasmayo facility		240		67		27.9	%		240		101		42.1	%		240		90		37.5	%

(1)	Utilization rate is calculated by dividing production for the specified period by installed capacity.

(2)	Our Rioja facility does not produce quicklime. In addition, one of our clinker kilns and our Waelz rotary kiln are equipped to produce quicklime.

Phosphate Project

Overview

In 2007, we acquired a diatomite concession (Bayóvar No. 9) located in Bayóvar in the northwest of Peru. Diatomite is a raw material that we use in our cement production. In performing drill tests to extract diatomite at the Bayóvar field, our team of geologists discovered phosphate rock deposits, a chemical component used primarily as a fertilizer in the agricultural industry.

We are currently in the stage of basic engineering studies, which are being conducted by Golder Associates on the mine, a consortium of FL Smidth Minerals—Jacobs—Golder Associates on the plant, Berenguer Ingenieros on the port; and Pepsa Tecsult and Aecom on the electrical transmission and the water, and Hatch as an overall reviewer.

In 2011, we sold a 30.0% equity interest in our subsidiary Fosfatos, which focuses on our phosphate operations, to an affiliate of Mitsubishi, a global integrated business enterprise listed on the Tokyo Stock Exchange that develops and operates businesses across multiple industries, for an aggregate purchase price of approximately US$46.1 million. Mitsubishi is a world leading marketer of phosphate-derived products. In connection with the sale, Mitsubishi entered into an off-take agreement to purchase Fosfatos’ production of phosphate ore. Under the off-take agreement, Mitsubishi agreed to purchase, once we begin production, 2.0 million metric tons of phosphate ore annually, and has the option to purchase an additional 0.5 million metric tons annually, to the extent we choose not to sell it to the Peruvian market, at a price to be determined pursuant to an agreed upon formula based on prevailing market prices. The off-take agreement has a term of 20 years, with an option for Mitsubishi to extend the term for an additional five years upon expiration. In connection with the investment, we agreed to provide the Mitsubishi affiliate with certain minority protection rights. We and the Mitsubishi affiliate have also agreed to finance the construction of the first phosphate mine by obtaining third party project financing to the extent possible. In addition, Fosfatos has established a dividend policy to pay dividends annually in an amount not less than 75% of its net profits subject to availability of cash reserves, unless agreed otherwise by the shareholders.

Property Location, Access, Topography and Climate

Our Bayóvar No. 9 concession is located in Piura province, approximately 950 kilometers north of Lima. The site can be accessed from Piura by vehicle mainly through paved roads. The Bayóvar region is a part of the Peruvian coast in the desert of Sechura. The climate is hot and dry, with temperatures ranging between 22°C and 28°C and average moisture of 78%. The region experiences a cold season between June and September and a warm/rainy season between January and April. Annual rainfall in the region is approximately 100 millimeters. The map below illustrates the location of our Bayóvar concession.

LOGO

History

The Bayóvar No. 9 concession was originally granted in 1969 by a government decree to Minero Perú S.A. (“Minero Perú”), which was a government-owned corporation created to develop mining activities and related industrial activities. In 1992, Activos Mineros S.A.C., another government-owned corporation (“Activos Mineros”) (formerly Empresa Regional Minera Grau Bayóvar S.A.) acquired the concession from Minero Perú.

Mining Concession

In August 2007, we entered into a purchase agreement with Activos Mineros to acquire the right to develop the Bayóvar No. 9 concession, which we obtained in a public auction for US$110,000, plus US$1.50 per metric ton of extracted diatomite from the Bayóvar field, as described in further detail below.

The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements. Failure to pay such fees in a timely manner for two consecutive years will cause us to forfeit our concession rights. Under the purchase agreement, we were required to meet a minimum production of 40,000 metric tons of diatomite in 2010, which we satisfied. On the third anniversary of the purchase agreement and thereafter, we are required to produce a minimum of 80,000 metric tons of diatomite per year. The concession also gives us the right to exploit other metallic and non-metallic ores, such as phosphate rock.

Under Peruvian law, a mining concession does not grant us the right to use the surface land, as it belongs to the local community. In 2009, we entered into a 30-year term agreement with the community of San Martín de Sechura, under which we agreed to make a one-time payment of US$110,000 in consideration for the right to use the surface land (including the right to obtain minerals from the land) and a related easement to access required areas for development. In addition, we have agreed to pay US$1.50 per metric ton of extracted diatomite to the community of San Martín in connection with the concession. If we extract phosphate deposits in the future, we are also required to pay Activos Mineros and the San Martín local community corresponding payments with respect to phosphate sales based on a pre-determined formula.

Royalties

Under the new Peruvian Royalty Mining Law, once we begin exploiting these mineral resources, we will be required to pay mining royalty taxes to the Peruvian government on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with a statutory scale of tax rates based on our operating profit margin that is applied to our operating profit, as adjusted by certain non-deductible expenses, and (ii) 1% of our net sales, in each case during the applicable quarter. See “Item 4. Information on the Company—B. Business Overview—Regulatory Matters—Mining Regulations.”

Description of Rock Formation

The Sechura desert located in the north of Peru is substantially covered with the Zapallal marine formation that dates back to the Tertiary period, and with a relatively thin sand overburden. The western Sechura desert is underlain by a thick series of marine sediments that range in age from Miocene to Pliocene and are deposited in a shallow north-trending basin between the Andes and Illescas Mountains. They are overlain by alluvium and windblown sand of recent age interrupted by Pliocene strata and underlain by older Miocene strata.

The oldest units in the stratigraphic column are rocks dating back to the Pre-Cambrian and Paleozoic periods. The Cenozoic units are composed by carbonatic sandstones, lutites and mudstones, bituminous lutites, conglomeratic sandstones interbedded with impure limestones and phosphate sediments. Coquine and Aeolian deposits remain in the upper portion of the stratigraphic column.

Exploration Activities

From 2008 to 2010, we commissioned an external consultant to conduct diamond drill campaigns. A total of 185 holes ranging in depth from approximately 80 to 90 meters were completed. The first campaign covered an area with a regular grid of approximately 800 × 800 meters and infill drilling of approximately 550 × 550 meters. The second campaign, based on the results of previous drilling samples and analysis, included 29 holes in a grid of 350 × 350 meters with 2,327 meters drilled inside the envelope. Based on drilling samples and analysis obtained from the previous drilling campaign, the second campaign covered the areas where the data suggested had the highest potential value to justify developing a mine.

Sample analysis and assays based on drilling were conducted by a chemical company based on accepted international industry standards. In addition, we commissioned Golder Associates Peru S.A. to carry out and develop a geological survey and model. To undertake the survey, 13 points of geodesic GPS control were located in the field, spaced in the area according to requirements. Statistical analysis was carried out to compare the correlation between the original data (drill hole logs) and the interpreted data (block model/geological model).

Mineralized Material Estimates

Based on an independent report, dated August 2011, prepared by Golder Associates Peru S.A., the following table summarizes the estimated mineralized material at our Bayóvar concession:


	Million metric tons		P2O5 Average grade
Wet density		541.4		18.5	%
Dry density		408.2		18.7	%

Brine Project

Overview

We are planning on developing our brine concessions located in the coastal region in the north of Peru, consisting of approximately 136,245 hectares of land. Brine is a highly concentrated water solution of common salt, which can be processed to obtain chemical components. In July 2011, we created Salmueras with our minority partner Quimpac to develop our combined brine concessions consisting of Ñamuc, Cañacmac and El Tablazo. We

hold a 74.9% equity ownership interest in Salmueras and Quimpac owns the remaining 25.1%. We have committed total capital investments of US$100 million during the course of the project. The basic engineering study is being conducted by the German company, K-Utec AG Salt Technologies. Due to the complexity of our Brine project and in accordance with our strategy of disciplined capital expenditures, in order to develop this project we must first obtain the results of the basic engineering study and the local communities agreements for the exploitation of the mineral resources.

Mining Concessions

Brine concessions held by Salmueras Sudamericanas S.A. may be divided in the following three areas:

El Tablazo. El Tablazo comprises an aggregate of 70 concessions with a total area of 64,712 hectares, located in the district of Morrope, in the department of Lambayeque.

Ñamuc. Ñamuc comprises a group of 62 concessions with a total area of 50,074 hectares located in the district of Sechura, department of Piura.

Cañacmac. Cañacmac comprises an aggregate of eight concessions with a total area of 21,459 hectares, located between the departments of Piura and Lambayeque.

Each of these concessions gives us the right to explore and exploit minerals for an indefinite term, provided we pay the annual concession fee and meet minimum annual production requirements. Mining concession titles do not give us the right to use the surface land where the concessions are located, which belongs to the local communities. We have obtained permission to explore the fields from the respective local communities and will negotiate surface land rights with the local communities in due course.

Glossary of Technical Terms

You may find the following definitions helpful in your reading of this annual report.

“ grade ” is the amount of minerals in each ton of ore.

“ hectare ” is a metric unit of area equal to 10,000 square meters (2.47 acres).

“ mineralized material ” means a mineralized ore that has been delineated by appropriately spaced drilling or underground sampling to support a sufficient tonnage and average grade of minerals. Such a deposit does not qualify as containing reserves, until a comprehensive evaluation based on unit cost, grade, recoveries, and other material factors establishes legal and economic feasibility.

“ probable reserves ” are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that of proven reserves, is high enough to assume continuity between points of observation.

“ proven reserves ” are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings on drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

“ reserve ” is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

Insurance

We maintain a comprehensive insurance program that protects us from certain types of property and casualty losses. Our plants and equipment are insured against losses. Additionally, our insurance policy provides coverage for business interruption in our cement manufacturing facilities. We also purchase commercial insurance to cover risks associated with workers’ compensation and other general liabilities. We believe our insurance programs and policy limits and deductibles are appropriate for the risks associated with our business and are in line with the insurance policies of similar cement manufactures that operate in Peru.

Environmental Compliance and Social Responsibility Projects

We are in accordance with substantially all applicable environmental laws and regulations and have all the required environmental permits and licenses to conduct our business. We have Environmental, Health and Safety management systems in place to address the environmental, health and safety risks we face.

We are committed to the development and quality of life of communities that surround the area where we operate. We have developed a good relationship with the local communities surrounding our plant facilities since we started operations in Pacasmayo. We have a number of social responsibility programs aimed at improving health and education in the area. Below is a brief description of a few of our social initiatives.

Tecsup. Tecsup is a leading not-for-profit institute in Peru that provides technical education to high-school students. It was founded by the family of our controlling shareholder, and we support it by providing financial aid and scholarships to promising high school students living near our plants to study at the Trujillo campus of Tecsup. Through its three campuses in Peru, Tecsup has graduated over 7,550 students in various technical fields, some of whom now work for us and our affiliated companies.

Center for Technological Training. We have a training center at our facility where we teach students and adults business and technical skills. Our center is staffed with instructors from Tecsup. The goal of the center is to help develop the professional skills of the local population, especially of students and teachers at the educational institutions in the town of Tembladera. In 2013, this program benefited a total of 845 students and teachers.

Abilities Strengthening. This program seeks to provide training to local stakeholders such as grassroots organizations, local entrepreneurs, teachers, journalists, among others. The objective of the program is to strengthen their skills and knowledge by providing courses and seminars especially designed for that purpose. The program is funded by us, in coordination with local governments and social institutions, and in 2013 benefited 527 stakeholders.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.	Operating and Financial Review and Prospects

Overview

We own two cement production facilities, our flagship Pacasmayo facility located in the northwest of Peru and our Rioja facility located in the northeast. Our facilities have total installed annual cement production capacity of approximately 3.3 million metric tons. We also have installed annual production capacity to produce 240,000 metric tons of quicklime. We own concession rights to several quarries with reserves of limestone and other raw materials located near our facilities. We estimate that our existing quarries have sufficient reserves to supply us with limestone for approximately 62 years, based on our 2013 limestone consumption levels.

We are in the construction phase of our new cement plant in Piura, the third largest city in northern Peru, which is expected to have an annual production capacity of 1.6 million metric tons of cement. We have entered into a supply agreement with ThyessenKrupp Polysius and Loesche for the provision of key equipment for this project. We have also signed a contract with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. for the construction of the plant. This plant will allow us to meet projected increases in the regional demand for cement.

In addition, we are undertaking two non-metallic mining projects, which we believe present significant opportunities for our company. We own concessions where we have discovered deposits of phosphate rock, a principal component for agricultural fertilizers, and brine deposits that have a variety of uses in the agricultural fertilizer, animal feed and construction industries, among others. We are developing the basic engineering studies to determine if development of these mineralized materials would be economically feasible.

Factors Affecting our Results of Operations

Revenue Drivers

In 2013, approximately 89% of our total cement sales were in the form of bagged cement, substantially all of which was sold through retailers both within and outside of our distribution network. The remaining 11% of our cement was sold in bulk or in shipments of concrete blocks or ready-mix concrete directly to large construction companies. Our retail sales are directed to both the auto-construcción segment and construction companies that buy cement for a variety of small construction works, including minor residential, commercial and infrastructure projects. Cement destined for large private and public projects, such as housing complexes, highways, irrigation channels, hospitals, schools and mining and industrial facilities, is typically sold in bulk or in shipments of concrete blocks or ready-mix concrete.

According to our estimates, sales to the auto-construcción segment accounted for approximately 54% of our total cement sales in 2013, 57% in 2012 and 56% in 2011; private construction projects, both large and small, accounted for approximately 27% of our total cement sales in 2013, 27% in 2012 and 28% in 2011; and public construction projects accounted for the remaining 19% of our total cement sales in 2013, 17% in 2012 and 16% in 2011. Each of these segments has grown significantly during these periods as a result of improving economic conditions in the northern region of Peru. While auto-construcción continues to represent the majority of our sales, private construction projects have become increasingly more important to our business as our market is transitioning to more formal construction.

Our cement sales are largely driven by residential construction (both auto-construcción and small and large housing projects undertaken by construction companies), which is generally affected by economic conditions in the northern region of Peru. Auto-construcción is particularly affected by levels of disposable household income, as low-income families tend to invest most of their savings in developing their homes. Larger residential construction is more susceptible to the economic outlook, the availability of financing and prevailing investment levels in the region. GDP in the northern region of Peru is estimated to have grown 4.0% in 2013, 7.1% in 2012 and 5.3% in 2011. Our cement sales, which represented substantially all cement sales in the northern region of Peru, grew by 4.0% in 2013, 15.5% in 2012 and 7.3% in 2011 in terms of metric tons of cement dispatches.

Our cement sales are also driven, to a lesser extent, by commercial developments and infrastructure projects. Commercial and other private construction projects are also affected by investment levels in the region, while public infrastructure projects depend on the priorities and financial resources of the national, regional and local governments.

Cost Drivers

Coal is the principal source of energy used in our production process, in particular to fuel our kilns. We purchase anthracite coal from nearby coal mines and import bituminous coal primarily from Venezuela. We do not have long-term coal supply agreements, and we do not engage in hedging transactions in connection with the price of coal. In the past, the price of bituminous coal has been related to the international price of oil, as it is used as a substitute for oil. Coal accounted for an estimated 19.5% of our costs of production in 2013, 21.6% in 2012 and 17.5% in 2011. The decrease in the proportion of coal as a percentage of our costs in 2013 is largely a result of: (i) a decrease in the price of coal in 2013 compared to 2012 and (ii) a change in the mix of coal used in our process, using more anthracite coal, which has a lower price per BTU than bituminous coal. In 2011, we exercised certain of our options to purchase coal mining concessions, which we intend to use to continue to reduce our use of bituminous coal.

Electricity is used in our facilities mainly to power our cement mills. We power our Pacasmayo facility with electricity purchased from Electroperú, with which we have a long-term supply agreement expiring in 2020. Our Rioja facility is powered primarily with electricity from ELOR, with which we have a medium-term supply agreement expiring in 2016. Under these agreements, the price of electricity is based on a formula that takes into consideration our consumption of electricity and certain market variables, including the international price of oil. Electricity accounted for approximately 12.5% of our cost of production in 2013, 11.9% in 2012 and 13.2% in 2011. Electricity costs tend to be lower during the rainy season, from January to March of each year, as our region is served primarily by hydro-electric power plants.

Since 2012, because of stronger demand for cement and the corrective maintenance of our principal kiln, which reduced our ability to produce our own clinker, we started to import part of the clinker that we use. As a result, we had an increase in our operating costs in 2012, as the cost per metric ton of imported clinker is higher than clinker we produce. In 2013, we used approximately 351,501 metric tons of imported clinker, which represented approximately 17.3% of our cement production cost for 2013, as compared to 2012, when we used approximately 208,708 metric tons of imported clinker, which represented 11.3% of our cement production cost for 2012. We expect to continue to import a portion of the clinker that we use until our Piura plant is operational.

In addition, we purchase from third parties admixtures and certain raw materials that we use in our production process, including gypsum, blast furnace slag, iron and other materials. Admixtures and raw materials used in our cement production process do not include construction supplies that we acquire from third-parties for resale through our distribution network along with our cement products. The cost of admixtures and raw materials purchased from third parties accounted for approximately 8.6% of our cost of production in 2013, 15.7% in 2012 and 16.5% in 2011. The decrease in 2013 was mainly due to lower consumption of blast furnace slag, which was replaced by our own materials.

Our labor costs have remained stable during the past three years. Personnel expenses represented 20.2% of our total costs and expenses in 2013, 18.3% in 2012 and 20.0% for 2011.

Third-Party Construction Supplies

In addition to selling our own products, we also sell and distribute construction supplies manufactured by third parties, such as steel rebars, wires and pipes, that are typically used in construction along with our cement. Our profit margins from the sale of third party construction supplies are significantly lower than the margins on our cement products and they are affected by fluctuations in product prices and the exchange rate between the nuevo sol and the U.S. dollar between the time we purchase these products and the time we resell them. We sell these products primarily as a service to retailers in our distribution network in an effort to support the sale of our cement products.

Sale of Raul Copper Mine Concessions

Our results in 2010 were affected by our sale in March 2010 of our Raul copper mine concessions in central Peru that we previously leased to the buyer. Prior to the sale, we recognized rental income from related lease payments under Other income (expenses), net. Proceeds from the sale, which were approximately S/.75.9 million, were recorded as an operating gain under IFRS. Our Raul copper mine concessions were classified as held-for-sale as of December 31, 2009. The comparison of our results of operations is affected by this gain in 2010 and by the loss of the related rental income following the sale of the concessions.

Suspension of Zinc Calcine Operations

In 2008, we suspended our zinc mining activities due to adverse market conditions. In 2009 and 2010, however, we continued to produce and sell zinc calcine in diminishing quantities, as we used our remaining inventory of zinc oxide ore. In 2011, we did not produce zinc calcine and used our Waelz rotary kiln to produce quicklime instead. We sold small quantities of zinc calcine in 2011 from our remaining inventory of zinc calcine. As a result, our net sales and cost of sales derived from zinc calcine, which is recorded under the caption “Other” declined. The lower production levels during those periods were not sufficient to fully absorb our fixed production costs and, consequently, our gross profit for “Other” was negative in 2009 and 2010, despite increasing zinc prices during those years.

Due to a sudden and sharp decline in the international price of zinc in 2011 and based on our future expectation of zinc prices, we recorded an impairment of approximately S/.96.0 million during 2011 related to our zinc mining assets, of which S/.75.4 million correspond to our zinc mine and S/.20.6 million to the portion of the plant used for zinc calcine production.

In 2013, we returned the mining concession to Compañía Pilar de Amazonas S.A., which is the owner of the surface of the zinc mining unit. The mine’s closing plan is currently being executed.

New Mining Royalty Tax

On September 29, 2011, the Peruvian government amended the Royalty Mining Law to increase taxation on metallic and non-metallic mining activities. For a description of the new tax, see “Item 4. Information on the Company—B. Business Overview—Regulatory Matters—Mining Regulations.” The mining royalty tax for the exploitation of metallic and non-metallic minerals is payable on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with a statutory scale of tax rates based on a company’s operating profit margin that is applied to its operating profit, as adjusted by certain non-deductible expenses and (ii) 1% of a company’s net sales, in each case during the applicable quarter. These amounts are determined based on our unconsolidated financial statements and those of our subsidiaries with operations that are under the scope of the Royalty Mining Law. Mining royalty payments are deductible for income tax purposes in the fiscal year in which such payments are made. Future mining royalty tax payments would have been dependent on our operating profit, operating profit margin and net sales. In November 2013, the Peruvian Constitutional Court affirmed the constitutional challenge we filed against the new regulation of the Mining Royalty Law, in a final and unappealable ruling, on the grounds that the new regulation violates the constitutional right of property, as well as the principles of legal reserve and proportionality. Therefore, the new regulation is rendered inapplicable to us. As a result, we will continue to use as a basis for the calculation of the mining royalty the value of the concentrate or mining component, and not the value of the product obtained from the industrial or manufacturing process. For additional information, see note 27 to our annual audited consolidated financial statements included in this annual report.

Operating Segments

We have three operating segments: (i) cement, concrete and blocks, (ii) quicklime and (iii) sales of construction supplies. In the past, we also sold zinc calcine in smaller quantities recorded under the caption “Other”. For additional information on our operating segments, see note 30 to our annual audited consolidated financial statements included in this annual report.

New Accounting Pronouncements

For a description of new interpretations and improvements to IFRS issued by the IASB applicable to us for periods beginning on or after January 1, 2013, see note 2.3.19 to our annual audited consolidated financial statements included in this annual report.

Critical Accounting Policies

The following is a discussion of our application of critical accounting policies that require our management to make certain assumptions about matters that are uncertain at the time the accounting estimate is made, where our management could reasonably use different estimates, or where accounting changes may reasonably occur from period to period, and in each case would have a material effect on our financial statements. For additional information, see note 2.3 to our annual audited consolidated financial statements included in this annual report.

Determination of Useful Live of Assets for Depreciation and Amortization Purposes

Depreciation of mining concessions and mine development costs are charged to cost of production on a units-of-production basis using proved reserves. Other assets are depreciated on a straight-line-basis over their estimated useful lives, as follows:


Property, Plant and Equipment	Estimated Years of Useful Life
Buildings and other construction:
Administrative facilities		Between 35 and 48
Main production structures		Between 30 and 49
Minor production structures		Between 20 and 35
Machinery and equipment:
Mills and horizontal furnaces		Between 42 and 49
Vertical furnaces, crushers and grinders		Between 23 and 36
Electricity facilities and other minors		Between 12 and 35
Furniture and fixtures		10
Transportation units:
Heavy units		Between 11 and 21
Light units		Between 8 and 11
Computer equipment		4
Tools		Between 5 and 10

The asset’s residual value, useful lives and methods of depreciation/amortization are reviewed at each reporting period, and adjusted prospectively, if appropriate.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when recognition of the asset is derecognized.

Exploration, Evaluation and Mine Development Costs

Mining Concessions

Mining concessions correspond to the exploration rights in areas of interest acquired. Mining concessions are stated at cost, net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. Those mining concessions are amortized starting from the production phase following the units-of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mining concessions takes into account expenditures incurred to the date of the calculation. If we abandon the concession, the costs associated are written-off in the consolidated statement of profit or loss.

As of December 31, 2013 and 2012, no amortization under units-of-production method was determined since our mining concessions are not yet in production.

Mine Development Costs

Mine development costs incurred are stated at cost and are the next step in development of mining projects after the exploration and evaluation stage. Mine development costs are, upon commencement of the production phase, presented net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. Amortization is calculated using the unit of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mine development costs takes into account expenditures incurred to the date of the calculation. Expenditures that increase significantly the economic reserves in the mining unit under exploitation are capitalized.

As of December 31, 2013 and 2012, no amortization under units-of-production method was determined since no projects were in production.

Exploration and Evaluation Assets

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

•

Researching and analyzing historical exploration data;

•

Gathering exploration data through geophysical studies;

•

Exploratory drilling and sampling;

•

Determining and examining the volume and grade of the resource;

•

Surveying transportation and infrastructure requirements; and

•

Conducting market and finance studies.

License costs paid in connection with a right to explore in an existing exploration area are capitalized and amortized over the term of the license. Once the legal right to explore has been acquired, exploration and evaluation costs are charged to the consolidated statement of profit or loss, unless management concludes that a future economic benefit is more likely than not to be realized, in which case such costs are capitalized. These costs include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments made to contractors.

In evaluating if costs meet the criteria required for such costs to be capitalized, several different sources of information are used, including the nature of the assets, extension of explored area and results of sampling, among others. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed. Exploration and evaluation costs are capitalized when the exploration and evaluation activity is within an area of interest for which it is expected that the costs will be recouped by future exploitation, and active and significant operations in relation to the area are continuing or planned for the future.

The main estimates and assumptions management uses to determine whether it is likely that future exploitation will result in future economic benefits include: expected operational costs, committed capital expenditures, expected mineral prices and mineral resources found. For this purpose, the future economic benefit of the project can reasonably be regarded as assured when mine-site exploration is being conducted to confirm resources, mine-site exploration is being conducted to convert resources to reserves or when we are conducting a feasibility study, based on supporting geological information.

As the capitalized exploration and evaluation costs asset is not available for use, it is not amortized. These exploration costs are transferred to mine development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals. In this phase, the exploration costs are amortized in accordance with the estimated useful life of the mining property from the time the commercial exploitation of the reserves begins. All capitalized exploration and evaluation costs assets are monitored for indications of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. Exploration areas where resources have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of resources exist or to ensure that additional exploration work is under way or planned. If capital expenditure is no longer expected to be recovered it is charged to the consolidated statement of profit or loss. Management assesses at each reporting date whether there is an indication that an exploration and evaluation costs asset may be impaired. The following facts and circumstances are considered in this assessment:

(i) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to renewal;

(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

(iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

(iv) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If any indication of impairment exists, an impairment of the exploration and evaluation costs assets is recorded.

Revenue Recognition

Revenue is recognized to the extent it is probable that we will obtain the economic benefits and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. Management concluded that we are acting as a principal in all of our revenue arrangements.

The following specific recognition criteria must be also met before revenue is recognized:

Sales of Goods

Revenue from sales of goods is recognized when the significant risks and rewards of ownership have been transferred to the buyer on delivery of the goods.

Operating Lease Income

Income from operating lease of land and office is recognized on a monthly accrual basis during the term of the lease.

Interest Income

For all financial instruments measured at amortized cost and interest-bearing financial assets, interest income is recorded using the effective interest rate (“EIR”). EIR is the rate that discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the consolidated statement of profit or loss.

Impairment of Non-Financial Assets

We assess at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, we estimate the asset’s recoverable value. An asset’s recoverable value is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use, and is determined for an individual asset, unless the asset does not generate net cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset’s cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

We base our impairment calculation on detailed budgets and forecast calculations, which are prepared separately from our cash generation units to which the individual assets are allocated. Impairment losses of continuing operations, including impairment on inventories, are recognized in the consolidated statement of profit and loss in expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, we estimate the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit and loss. Exploration and evaluation assets are tested for impairment annually as of December 31, either individually or at the cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.

Deferred Tax

Deferred tax is provisioned using the liability method on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except in respect of deductible temporary differences associated with investments in subsidiaries, where deferred assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax related to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Results of Operations

Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012


	Year ended December 31,
(amounts in millions of S/.)	2013			2012			Variation %
Sales of goods		1,239.7			1,169.8			6.0
Cost of sales		(716.2	)		(713.0	)		0.4

Gross profit		523.4			456.8			14.6
Operating income (expense):
Administrative expenses		(208.9	)		(203.1	)		2.9
Selling and distribution expenses		(29.8	)		(30.9	)		(3.6	)
Other operating income, net		8.3			7.7			7.8

Total operating expense, net		(230.5	)		(226.3	)		1.9

Operating profit		293.0			230.5			27.1
Other income (expense):
Finance income		27.2			23.3			16.7
Finance costs		(37.1	)		(23.8	)		55.9
Gain from exchange difference, net		(48.4	)		(0.7	)		N/M

Total other expenses, net		(58.3	)		(1.2	)		N/M

Profit before income tax		234.7			229.3			2.4
Income tax expense		(82.4	)		(73.7	)		11.8

Profit for the year		152.3			155.6			(2.1	)

N/M means not meaningful.

Sales of Goods

The following table sets forth a breakdown of our sales of goods by segment for 2013 and 2012:


	Year ended December 31,
	2013				2012
	(in millions of S/.)		%		(in millions of S/.)		%
Cement, concrete and blocks		1,102.1		88.9		972.2		83.1
Quicklime		31.9		2.6		52.7		4.5
Construction supplies		103.3		8.3		143.2		12.2
Other		2.4		0.2		1.7		0.2

Total		1,239.7		100.0		1,169.8		100.0

Our total sales of goods increased by 6.0%, or S/.69.9 million, to S/.1,239.7 million in 2013 from S/.1,169.8 million in 2012. This increase was primarily due to the following factors:

•

a 13.4%, or S/.129.9 million, increase in 2013 in the sales of cement, concrete and blocks. The volume of cement sold increased 4.0%, to 2,349 thousand metric tons in 2013, from 2,258 thousand metric tons in 2012 as a result of increased construction levels;

•

offset by a 39.5%, or S/.20.8 million, decrease in 2013 in the sales of quicklime, due to lower demand from the mining industry, which has decreased its production due to lower international prices; and

•

offset by a 27.9%, or S/.39.9 million, decrease in 2013 in the sales of construction supplies, due to increased competition in this segment.

The following table sets forth the composition of our sales of cement, concrete and blocks for 2013 and 2012:


	Year ended December 31,
	2013		2012		Variation
	(in millions of S/.)				%
Cement		919.9		828.0		11.1
Concrete		153.6		118.6		29.5
Blocks		28.6		25.6		11.7

Total		1,102.1		972.2		13.4

Our total sales of cement, concrete and blocks increased by 13.4%, or S/.129.9 million, to S/.1,102.1 million in 2013 from S/.972.2 million in 2012. This increase was primarily due to the following factors:

•

sales of cement increased by 11.1%, or S/.91.9 million, in 2013, due to greater volume of cement sold (4.1%) and an increase in price (7.0%);

•

sales of concrete increased by 29.5%, or S/.35.0 million, in 2013, due to an increase in volume (23.1%) and in price (6.4%); and

•

sales of blocks increased by 11.7%, or S/.3 million, in 2013, due to an increase in volume (10.9%) and in price (0.8%).

Cost of Sales

The following table sets forth a breakdown of our cost of sales by segment for 2013 and 2012:


	Year ended December 31,
	2013				2012
	(in millions of S/.)		%		(in millions of S/.)		%
Cement, concrete and blocks		587.3		82.0		531.7		74.6
Quicklime		26.8		3.7		39.8		5.6
Construction supplies		99.9		14.0		138.3		19.4
Other		2.2		0.3		3.2		0.4

Total		716.2		100.0		713.0		100.0

Our total cost of sales increased by 0.5%, or S/.3.2 million, to S/.716.2 million for 2013, from S/.713.0 million for 2012, primarily due to the following factors:

•

a 10.5%, or S/.55.6 million, increase in the cost of sales of cement, concrete and blocks in 2013, due primarily to the greater volume of cement sold, and an increase in the cost of clinker due greater use of imported clinker (with higher unit cost);

•

offset by a 32.7%, or S/.13.0 million, decrease in 2013 in the cost of sales of quicklime, due to a decrease in the volume sale of quicklime; and

•

further offset by a 27.8%, or S/.38.4 million, decrease in 2013 in the cost of sales of construction supplies, due to a decrease in sales volume.

The following table sets forth the composition of our cost of sales of cement, concrete and blocks for 2013 and 2012:


	Year ended December 31,
	2013		2012		Variation
	(in millions of S/.)				%
Cement		474.6		442.1		7.4
Concrete		96.2		75.2		28.1
Blocks		16.5		14.4		14.6

Total		587.3		531.7		10.5

Our cost of sales represented 53.3% of our sales in 2013 compared with 54.7% in 2012. Our total cost of sales of cement, concrete and blocks increased by 10.5%, or S/.55.6 million, in 2013, primarily due to the following factors:

•

cost of sales of cement increased by 7.4%, or S/.32.5 million, in 2013, mainly due to a greater volume of cement sold (4.0%) and a 3.4% increase in production cost;

•

cost of sales of concrete increased by 28.1%, or S/.21.1 million, in 2013, due to an increase in volume sold (22.9%) and a 5.2% increase in production cost; and

•

cost of sales of blocks increased by 14.6%, or S/.2.1 million, in 2013, due to an increase in volume sold (11.2%) and a 3.4% increase in production cost.

In addition, our cost of sales denominated in U.S. dollars was negatively affected by the depreciation of the nuevo sol versus the U.S. dollar during 2013 as compared to 2012. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.” We estimate that, as a result of this depreciation in the nuevo sol versus the U.S. dollar, our cost of sales increased by approximately S/.35.1 million during 2013 as compared to 2012.

Gross Profit

The following table sets forth a breakdown of our gross profit and gross profit margin by segment for 2013 and 2012:


	Year ended December 31,
	2013				2012
	Gross profit		Gross profit margin		Gross profit			Gross profit margin
	(in millions of S/.)		%		(in millions of S/.)			%
Cement, concrete and blocks		514.8		46.7		440.5			45.3
Quicklime		5.0		15.8		12.9			24.5
Construction supplies		3.4		3.3		4.9			3.4
Other		0.2		8.3		(1.5	)		(88.2	)

Total gross profit		523.4		42.2		456.8			39.0

Total gross profit increased by 14.6%, or S/.66.6 million, to S/.523.4 million in 2013, from S/.456.8 million in 2012 mainly as a result of the increased volume of cement sold and of the operational efficiencies implemented in the production process during 2013. This increase was offset by a decrease of 61.2%, or S/.7.9 million, in sales of quicklime in 2013, due to lower sales volumes, and a decrease of 30.6%, or S/.1.5 million, in 2013 in sales of construction supplies due to higher competition in this segment. Our gross profit margin (i.e., gross profit as a percentage of net sales) for 2013 was 42.2% compared to 39.0% for 2012.

The following table sets forth a breakdown of our gross profit and gross profit margin for the cement, concrete and blocks segment for 2013 and 2012:


	Year ended December 31,
	2013				2012
	Gross profit		Gross profit margin		Gross profit		Gross profit margin		Variation
	(in millions of S/.)		%		(in millions of S/.)		%		percentage points
Cement		445.3		48.4		385.9		46.6		1.8
Concrete		57.4		37.4		43.4		36.6		0.8
Blocks		12.1		42.3		11.2		43.8		(1.5	)

Total gross profit		514.8		46.7		440.5		45.3		1.4

Gross margin profit for the cement, concrete and blocks segment increased to 46.7% in 2013 from 45.3% in 2012, or 1.4 percentage points. This increase is mainly explained by the increase in cement margin (1.8 percentage points) due to operational efficiencies implemented in the production processes during 2013 and a 0.8 percentage point increase in the concrete margin, mainly due to greater volume sold.

Operating Income (Expense)

Our operating expenses primarily reflect administrative and selling and distribution expenses. In 2013, our operating expenses increased by S/.4.3 million to S/.230.5 million in 2013 from S/.226.3 million in 2012.

Administrative Expenses

The following table sets forth the composition of our administrative expenses for 2013 and 2012:


	Year ended December 31,
(in millions of S/.)	2013		2012
Personnel expenses		106.4		91.7
Third-party services		72.6		82.0
Board of directors compensation		5.6		5.1
Depreciation and amortization		10.4		10.7
Taxes		3.4		2.8
Consumption of supplies		3.7		3.2
Donations		6.3		6.8
Others		0.5		0.8

Total		208.9		203.1

Our administrative expenses increased by 2.9%, or S/.5.8 million, to S/.208.9 million in 2013 from S/.203.1 million in 2012. Personnel expenses increased by S/.14.7 million due to disengagement of certain personnel and an increase in management expenses. This increase was offset by a decrease in third-party services mainly because of higher expenses in 2012 due to initial compliance with New York Stock Exchange regulations.

Administrative expenses related to the cement, concrete and blocks segment accounted for approximately 88.3% of total administrative expenses for 2013 compared to approximately 83.3% for 2012. Administrative expenses related to the quicklime, construction supplies and other segments accounted for approximately 2.9%, 1.0% and 7.9%, respectively, of total administrative expenses for 2013 compared to approximately 5.0%, 1.3% and 10.4%, respectively, for 2012.

Selling and Distribution Expenses

The following table sets forth the components of our selling and distribution expenses for 2013 and 2012:


	Year ended December 31,
(in millions of S/.)	2013		2012
Personnel expenses		14.5		14.0
Advertising and promotion expenses		10.5		10.8
Other		4.8		6.1

Total		29.8		30.9

Our total selling and distribution expenses decreased by 3.6%, or S/.1.1 million, to S/.29.8 million in 2013 from S/.30.9 million in 2012.

Selling and distribution expenses related to the cement, concrete and blocks segment represented approximately 92.6% of total selling and distribution expenses for 2013, compared to 87.9% for 2012. Selling and distribution expenses related to quicklime, to the construction supplies and other segments represented approximately 0.7%, 6.4% and 0.3%, respectively, of total selling and distribution expenses for 2013, compared to 2.7%, 7.8% and 1.6%, respectively, for 2012.

Other Operating Income, Net

Our other operating income, net increased S/.0.6 million, to S/.8.3 million in 2013 from S/.7.7 million in 2012.

Operating Profit

As a result of the foregoing, our operating profit increased by 27.1%, or S/.62.5 million, to S/.293.0 million in 2013 from S/.230.5 million in 2012. Our operating profit margin (i.e., operating profit as a percentage of net sales) for 2013 was 23.6% compared to 19.7% for 2012.

Other Expenses, Net

Our other expenses, net increased by S/.57.1 million, to S/.58.3 million in 2013 from S/.1.2 million in 2012 mainly due to an exchange rate fluctuation which represented a loss of S/.48.4 million explained by the appreciation of the U.S. dollar with respect to the nuevo sol , from S/.2.550 per US$1.00 as of December 31, 2012 to S/.2.795 per US$1.00 as of December 31, 2013 (9.6%). This variation was mainly due to a net exchange rate exposure of US$150 million, explained by the issuance of US$300 million 4.50% Senior Notes due 2023, net of a cash position of approximately US$150 million.

Income Tax Expense

Our income tax expense increased by 11.8%, or S/.8.7 million, to S/.82.4 million for 2013 from S/.73.7 million for 2012. Our effective tax rate for 2013 and 2012 was 35.1% and 32.2%, respectively.

Profit

As a result of the foregoing, our profit for 2013 decreased by 2.1%, or S/.3.3 million, from S/.155.6 million for 2012 to S/.152.3 million for 2013, mainly due to the exchange rate loss explained above.

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011


	Year ended December 31,
(amounts in millions of S/.)	2012			2011			Variation %
Sales of goods		1,169.8			995.0			17.6
Cost of sales		(713.0	)		(569.5	)		25.2

Gross profit		456.8			425.5			7.4
Operating income (expense):
Administrative expenses		(203.1	)		(196.2	)		3.5
Selling and distribution expenses		(30.9	)		(23.7	)		30.4
Impairment of zinc mining assets		—			(96.0	)		N/M
Other operating income, net		7.7			9.3			(17.2	)

Total operating expense, net		(226.3	)		(306.6	)		(26.2	)

Operating profit		230.5			118.9			93.9
Other income (expense):
Finance income		23.3			2.7			N/M
Finance costs		(23.8	)		(19.2	)		24.0
(Loss) Gain from exchange difference, net		(0.7	)		1.5			N/M

Total other expenses, net		(1.2	)		(15.0	)		(92.0	)

Profit before income tax		229.3			103.9			120.9
Income tax expense		(73.7	)		(38.4	)		91.9

Profit for the year		155.6			65.5			137.6

N/M means not meaningful.

Sales of Goods

The following table sets forth a breakdown of our sales of goods by segment for 2012 and 2011:


	Year ended December 31,
	2012				2011
	(in millions of S/.)		%		(in millions of S/.)		%
Cement, concrete and blocks		972.2		83.1		803.0		80.7
Quicklime		52.7		4.5		45.9		4.6
Construction supplies		143.2		12.2		143.3		14.4
Other		1.7		0.2		2.8		0.3

Total		1,169.8		100.0		995.0		100.0

Our total sales of goods increased by 17.6%, or S/.174.8 million, to S/.1,169.8 million in 2012 from S/.995.0 million in 2011. This increase was primarily due to the following factors:

•

a 21.1%, or S/.169.2 million, increase in the sales of cement, concrete and blocks in 2012. The volume of cement sold increased 16.6%, to 2.2 million metric tons in 2012 from 1.9 million metric tons in 2011, as a result of increased construction levels; and

•

a 14.8%, or S/.6.8 million, increase in the sales of quicklime in 2012 due to an increase in dispatches to mining companies.

The following table sets forth the composition of our sales of cement, concrete and blocks for 2012 and 2011:


	Year ended December 31,
	2012		2011		Variation
	(in millions of S/.)				%
Cement		828.0		688.7		20.2
Concrete		118.6		92.7		27.9
Blocks		25.6		21.6		18.5

Total		972.2		803.0		21.1

Our total sales of cement, concrete and blocks increased by 21.1% or S/.169.2 million, to S/.972.2 million in 2012 from S/.803.0 million in 2011. This increase was primarily due to the following factors:

•

sales of cement increased by 20.2%, or S/.139.3 million, in 2012, mainly due to greater volume of cement sold (16.9%) and an increase in price (3.3%);

•

sales of concrete increased by 27.9%, or S/.25.9 million, in 2012, due to an increase in volume (24.9%) and price (3.0%); and

•

sales of blocks increased by 18.5%, or S/.4.0 million, in 2012, due to an increase in volume (17.8%) and price (0.7%).

Cost of Sales

The following table sets forth a breakdown of our cost of sales by segment for 2012 and 2011:


	Year ended December 31,
	2012				2011
	(in millions of S/.)		%		(in millions of S/.)		%
Cement, concrete and blocks		531.7		74.6		394.2		69.2
Quicklime		39.8		5.6		33.8		5.9
Construction supplies		138.3		19.4		138.9		24.4
Other		3.2		0.4		2.6		0.5

Total		713.0		100.0		569.5		100.0

Our total cost of sales increased by 25.2%, or S/.143.5 million, to S/.713.0 million for 2012 from S/.569.5 million for 2011, primarily due to the following factors:

•

a 34.9%, or S/.137.5 million, increase in the cost of sales of cement, concrete and blocks in 2012, due primarily to the greater volume of cement sold, and an increase in the cost of clinker due to the corrective maintenance of our principal kilns, which increase unit cost of clinker (produced and imported); and

•

a 17.8%, or S/.6.0 million, increase in the cost of sales of quicklime in 2012, due to an increase in the volume sale of quicklime.

The following table sets forth the composition of our cost of sales of cement, concrete and blocks for 2012 and 2011:


	Year ended December 31,
	2012		2011		Variation
	(in millions of S/.)				%
Cement		442.1		324.7		36.2
Concrete		75.2		57.2		31.5
Blocks		14.4		12.3		17.1

Total		531.7		394.2		34.9

Our cost of sales represented 54.7% of our sales in 2012 compared with 49.1% in 2011. Our total cost of sales of cement, concrete and blocks increased by 34.9%, or S/.137.5 million, in 2012. This increase was primarily due to the following factors:

•

cost of sales of cement increased by 36.2%, or S/.117.4 million, in 2012, mainly due to a greater volume of cement sold (19.2%) and an increase in production cost (17%) explained mainly by corrective maintenance of our principal kilns and by the use of imported clinker;

•

cost of sales of concrete increased by 31.5%, or S/.18.0 million, in 2012, due to an increase in volume sold (25.7%) and cost (5.8%); and

•

cost of sales of blocks increased by 17.1%, or S/.2.1 million, in 2012, due to an increase in volume.

In addition, our cost of sales denominated in U.S. dollars was positively affected by the depreciation of the U.S. dollar versus the nuevo sol during 2012 as compared to 2011. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates.” We estimate that, as a result of this depreciation in the U.S. dollar versus the nuevo sol , our cost of sales decreased by approximately S/.6.8 million during 2012 as compared to 2011.

Gross Profit

The following table sets forth a breakdown of our gross profit and gross profit margin by segment for 2012 and 2011:


	Year ended December 31,
	2012						2011
	Gross profit			Gross profit margin			Gross profit		Gross profit margin
	(in millions of S/.)			%			(in millions of S/.)		%
Cement, concrete and blocks		440.5			45.3			408.8		50.9
Quicklime		12.9			24.5			12.1		26.4
Construction supplies		4.9			3.4			4.4		3.1
Other		(1.5	)		(88.2	)		0.2		7.1

Total gross profit		456.8			39.0			425.5		42.8

Total gross profit increased by 7.4%, or S/.31.3 million, to S/.456.8 million in 2012 from S/.425.5 million in 2011, mainly as a result of the increased volume of cement sold and quicklime. Our gross profit margin (i.e., gross profit as a percentage of net sales) for 2012 was 39.0% compared to 42.8% for 2011.

The following table sets forth a breakdown of our gross profit and gross profit margin for the cement, concrete and blocks segment for 2012 and 2011:


	Year ended December 31,
	2012				2011
	Gross profit		Gross profit margin		Gross profit		Gross profit margin		Variation
	(in millions of S/.)		%		(in millions of S/.)		%		percentage points
Cement		385.9		46.6		364.0		52.9		(6.3	)
Concrete		43.4		36.6		35.5		38.3		(1.7	)
Blocks		11.2		43.8		9.3		43.1		0.7

Total gross profit		440.5		45.3		408.8		50.9		(5.6	)

Gross profit margin for the cement, concrete and blocks segment decreased to 45.3% in 2013 from 50.9% in 2012, or 5.6 percentage points. This decrease was mainly the result of a 6.3 percentage points decline in cement volume sales in 2012 due to corrective maintenance of our principal kilns and the need to use imported clinker.

Operating Income (Expense)

Our operating expenses primarily reflect administrative and selling and distribution expenses. In 2011, we recorded a non-cash impairment of S/.96.0 million with respect to our zinc mining assets due to a sudden and sharp decline in the international price of zinc in September 2011 and based on our expectation of future zinc mining prices. Our operating expenses decreased by S/.80.3 million to S/.226.3 million in 2012 from S/.306.6 million in 2011. Excluding the effect of the impairment with respect to our zinc mining assets, our operating expenses, net, increased by S/.15.7 million in 2012 compared to 2011, primarily due to a S/.6.9 million increase in administrative expenses and a S/.7.2 million increase in selling and distribution expenses during 2012 compared to 2011.

Administrative Expenses

The following table sets forth the composition of our administrative expenses for 2012 and 2011:


	Year ended December 31,
(in millions of S/.)	2012		2011
Personnel expenses		91.7		90.3
Third-party services		82.0		80.6
Board of directors compensation		5.1		5.4
Depreciation and amortization		10.7		9.5
Taxes		2.8		2.8
Consumption of supplies		3.2		3.1
Donations		6.8		3.7
Others		0.8		0.8

Total		203.1		196.2

Our administrative expenses increased by 3.5%, or S/.6.9 million, to S/.203.1 million in 2012 from S/.196.2 million in 2011, principally due an increase in personnel involved in our projects during 2012. Third-party services increased as a result of higher professional fees associated with the costs resulting from our initial public offering of ADSs in February 2012 and our ongoing compliance obligations as a public company.

Administrative expenses related to the cement, concrete and blocks segment accounted for approximately 83.3% of total administrative expenses for 2012 compared to approximately 85.7% for 2011. Administrative expenses related to the quicklime, construction supplies and other segments accounted for approximately 5.0%, 1.3% and 10.4%, respectively, of total administrative expenses for 2012 compared to approximately 5.3%, 2.5% and 6.6%, respectively, for 2011.

Selling and Distribution Expenses

The following table sets forth the components of our selling and distribution expenses for 2012 and 2011:


	Year ended December 31,
(in millions of S/.)	2012		2011
Personnel expenses		14.0		10.1
Advertising and promotion expenses		10.8		8.4
Other		6.1		5.2

Total		30.9		23.7

Our total selling and distribution expenses increased by 30.4%, or S/.7.2 million, to S/.30.9 million in 2012 from S/.23.7 million in 2011. This increase related primarily to an increase in personnel expenses in 2012 as compared to 2011 as a consequence of our commercial strategy, which consists of creating loyalty among retailers and end-consumers. Likewise, during 2012, there was an increase in advertising and promotional expenses compared to 2011, directly linked to the rise in sales volume.

Selling and distribution expenses related to the cement, concrete and blocks segment represented approximately 87.9% of total selling and distribution expenses for 2012, compared to 83.0% for 2011. Selling and distribution expenses related to quicklime, to the construction supplies and other segments represented approximately 2.7%, 7.8% and 1.6%, respectively, of total selling and distribution expenses for 2012, compared to 3.1%, 10.5% and 3.4%, respectively, for 2011.

Other Operating Income, Net

Our other operating income, net decreased S/.1.6 million, to S/.7.7 million in 2012 from S/.9.3 million in 2011.

Operating Profit

As a result of the foregoing, our operating profit increased by 93.9%, or S/.111.6 million, to S/.230.5 million for 2012 from S/.118.9 million for 2011. Our operating profit margin (i.e., operating profit as a percentage of net sales) for 2012 was 19.7% compared to 11.9% for 2011. Excluding the effect of the impairment with respect to our zinc mining assets, our operating profit increased by 7.3%, or S/.15.6 million, to S/.230.5 million in 2012 from S/.214.9 million in 2011, and our operating profit margin in 2012 was 19.7% compared to 21.6% in 2011.

Other Expenses, Net

Our other expenses, net decreased by 92.0%, or S/.13.8 million, to S/.1.2 million in 2012 from S/.15.0 million in 2011, mainly due to an increase in financial income resulting from our February 2012 initial public offering of ADSs and listing on the New York Stock Exchange and an increase in our financial income principally as a result of increased interest income earned on time deposits into which we invested the proceeds from our initial public offering in 2012, which was partially offset by an increase in our finance costs, resulting from the repayment of debt.

Income Tax Expense

Our income tax expense increased by 91.9%, or S/.35.3 million, to S/.73.7 million for 2012 from S/.38.4 million for 2011, mainly due to a deferred income tax benefit related to the impairment with respect to our zinc mining assets of approximately S/.28.8 million, which was recorded in 2011. Our effective tax rate for 2012 and 2011 was 32.2% and 37.0%, respectively.

Profit

As a result of the foregoing, our profit for 2012 increased by 137.6%, or S/.90.1 million, to S/.155.6 million for 2012 from S/.65.5 million for 2011. Excluding the effect of the impairment with respect to our zinc mining assets, our profit increased by 17.3%, or S/.22.9 million in 2012 compared to 2011.

B.	Liquidity and Capital Resources

Our main cash requirements are our operating expenses, capital expenditures relating to the maintenance and expansion of our facilities, the servicing of our debt, the payment of dividends and payment of taxes. Our primary sources of cash have been cash flow from operating activities, and, to a lesser extent, loans and other financings. We believe that these sources of cash will be sufficient to cover our working capital needs in the ordinary course of our business.

Cash Flows

The table below sets forth certain components of our cash flows for the years ended December 31, 2013, 2012 and 2011.


	Year ended December 31,
(in millions of S/.)	2013		2012			2011
Net cash flows from operating activities		191.8		99.7			132.3
Net cash flows from (used in) investing activities		194.5		(667.4	)		(239.2	)
Net cash flows from financing activities		507.4		273.7			316.0

Increase (decrease) in cash		893.7		(294.0	)		209.1

Cash Flows from Operating Activities

Net cash flows from operating activities increased by 92.4%, or S/.92.1 million, to S/.191.8 million in 2013 from S/.99.7 million in 2012, due to an increase in interest accrued from time deposits into which we have invested the proceeds from our issuance of US$300 million of Senior Notes due 2023 in 2013, as well as lower taxes due to the fact that there was an extraordinary payment in 2012 because of the sale of a minority equity interest in our subsidiary Fosfatos to an affiliate of Mitsubishi and greater cash generation due to an increase in EBITDA mainly the result of operational efficiencies that allowed us to maintain expenses and costs at 2012 levels while increasing revenues, and lower interest payments on our debt.

Net cash flows from operating activities decreased by 24.6%, or S/.32.6 million, to S/.99.7 million in 2012 from S/.132.3 million in 2011, due to higher tax expense related to the sale of a 30.0% stake in our subsidiary Fosfatos to an affiliate of Mitsubishi, as well as to the purchase of imported clinker, among others.

Cash Flows from Investing Activities

Net cash flows from investing activities was S/.194.5 million for 2013, primarily related to the fact that the time deposits into which we invested the proceeds from our issuance of Senior Notes due 2023 in 2013 were made available, as well as purchases of property, plant and equipment for the Piura plant, among others.

Net cash flows used in investing activities was S/.667.4 million for 2012, primarily related to time deposits into which we invested the proceeds from our initial public offering in 2012 and purchases of property, plant and equipment for the Piura and Rioja plants.

Net cash flows used in investing activities was S/.239.2 million for 2011, which primarily related to the purchase of property, plant and equipment, including capital expenditures relating to the final construction stages of the diatomite brick plant, construction work relating to the expansion of our Rioja plant, and other investing activities.

Cash Flows from Financing Activities

Net cash flows from financing activities was S/.507.4 million for 2013, primarily due to the cash received from our issuance of Senior Notes due 2023, which was partially offset by the payment of debt.

Net cash flows from financing activities was S/.273.7 million for 2012, primarily due to the cash received from our initial public offering in 2012, which was partially offset by the payment of debt.

Net cash flows from financing activities was S/.316.0 million for 2011, primarily as a result of proceeds received from short-term credit loans from Banco de Crédito del Perú and BBVA Banco Continental, a new long-term secured loan with BBVA Banco Continental and the sale of a minority equity interest in our subsidiary Fosfatos to an affiliate of Mitsubishi, partially offset by debt service payments and distribution of dividends.

Indebtedness

As of December 31, 2013, we had total outstanding indebtedness of S/.838.8 million (US$300 million) as set forth in the table below.

(amounts in millions of S/.)

As of
December 31,
2013

Interest
rate

Maturity
date

4.50% Senior Notes due 2023

838.8

4.5

February 8, 2023

International Bonds. In February 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023 in our inaugural international bond offering. A portion of the proceeds from this offering were used to prepay amounts outstanding on our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used in capital expenditures incurred in connection with the construction and operation of the new Piura plant and our cement business. The notes were issued pursuant to Rule 144A under the Securities Act and in compliance with Regulation S under the Securities Act, and listed on the Irish Stock Exchange.

The indenture pursuant to which the notes were issued contains certain covenants, including restrictions on our and our restricted subsidiaries’ ability to incur further indebtedness or issue disqualified stock and preferred stock, unless the following conditions are met:

•

the fixed charge coverage ratio for our most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional indebtedness is incurred or such disqualified stock or such preferred stock is issued, as the case may be, would have been at least 2.5 to 1.0; and

•

the consolidated debt to EBITDA ratio for our most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional indebtedness is incurred or such disqualified stock or such preferred stock is issued, as the case may be, would have been no greater than 3.5 to 1.0,

in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional indebtedness had been incurred or the disqualified stock or the preferred stock had been issued, as the case may be, at the beginning of such four fiscal quarters. The indenture also contains restrictions on our ability and that of our restricted subsidiaries to incur liens and to merge, consolidate or transfer all or substantially all of our assets.

In management’s opinion, we were in compliance with all of applicable covenants as of the date of this annual report.

The subsidiaries that guarantee the notes are those related to our cement business namely, Cementos Selva S.A., Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmision Guadalupe S.A.C., Dinoselva Iquitos S.A.C. and Calizas del Norte S.A.C.

Derivative Financial Instruments

As of December 31, 2013, we were not party to any derivative financial instruments. We do not currently hedge against fluctuations in interest rates, foreign currency exchange rates or commodity prices.

Capital Expenditures

See “Item 4—Information on the Company—A. History and Development of the Company—Capital Expenditures.”

C.	Research and Development, Patents and Licenses

As of December 31, 2013, our research and development group consisted of 23 geologists and six scientists. Our research and development team is mainly focused on developing (i) an ideal mix of additives for our cement products in an effort to reduce the amount of clinker material in our cement; (ii) other concrete products with various practical applications, and (iii) products with specific characteristics that meet market demands. We believe our research and development department is an integral part of our strategy to develop innovative cement products by continuously studying the chemical composition of cement and making it adaptable to the requirements and specific needs of our end consumer.

D.	Trend Information

Cement Market

The Peruvian Cement Market

Peru’s cement production is segmented into three principal geographic regions: the northern region, the central region, including Lima’s metropolitan area, and the southern region. The table below sets forth selected data with respect to each region in Peru and the corresponding cement manufacturers. Market share data is based on metric tons of cement delivered during 2013.

Geographic Breakdown

LOGO

Source: ASOCEM, INEI, ADUANET (SUNAT).

The table below sets forth production by type of cement produced by each manufacturer in Peru

Portland Cement

Other Portland Cements

Business

I(PM)

I Co

UNACEM

)

Pacasmayo plant

)

Rioja plant

)

),(4)

Cementos Sur

)

Yura

)

Source: ASOCEM

(1)	Low alkaline content.

(2)	Our Portland cement II is the same as our MS cement.

(3)	We used to offer this type of cement through Selva; it is no longer available.

(4)	Manufactured upon request.

Although a large part of housing construction is mainly concentrated in the Lima metropolitan area, located in the central region of Peru, the housing market in the provinces of Peru, including the northern region, has grown significantly in recent years. Despite this trend, Peru continues to have significant shortages in housing, estimated by the INEI at 1.9 million homes nationwide as of December 31, 2013. In addition, it is estimated that approximately 200,000 families have the ability to purchase homes, particularly in the northern and southern regions, according to a report for the year 2011 issued by the Peruvian Chamber of Construction. Economic growth, particularly in the mining and agribusiness sectors, rising employment levels and the implementation of real estate projects, have resulted in the creation of higher paying jobs, which have ultimately resulted in the expansion of the housing market.

Although Peru has improved by 49 places, from 110th in 2008 to 61st in 2013, on the Global Competitiveness Index prepared by the World Economic Forum which measures the quality of infrastructure, it continues to have a significant deficit in infrastructure. In recent years, significant efforts have been made to channel investments into the infrastructure sector through a series of initiatives that range from the creation of financial instruments (such as the infrastructure investment and trust funds) to regulatory changes.

Distribution and Logistics

Peru’s cement market is divided into three regions circumscribed primarily by the location of established production facilities. Our facilities are located in the northern region of Peru, UNACEM controls the central region, and Yura the southern region. Cement is mainly sold in bags of 42.5 kilograms (approximately 94 pounds). However, cement can also be sold in bulk according to customer requirements.

The transportation and storage of cement requires specialized equipment. A favorable location of the production facilities not only reduces the time required to transport cement products to distributors and third-party merchants but also diminishes the costs of necessary equipment and resources. The location of a cement plant relative to its distribution network provides operational efficiencies and advantages that translate into stronger market share.

Cement can be stored in silos for up to 12 months if the silo is completely humidity proof. The typical vehicles used for the transport of cement are adapted to maintain the necessary environment during shipment. The proximity of production plants and storage centers to distribution centers, third-party vendors and retail outlets, creates a more efficient supply chain and minimizes the time and resources required to transport products from the production line to the construction site. The streamlined nature of this process ensures that cement products in the northern region of Peru, for example, reach customers within approximately one week of production. A cement company’s success is inherently linked to the sophistication of its distribution network and its emphasis on quality assurance throughout the supply chain.

Competitive Dynamics

The Peruvian cement market is comprised basically of three groups and one small plant, which own seven cement producing companies:

•

Cementos Pacasmayo and Cementos Selva, which principally serve the northern region.

•

UNACEM, which principally serves the central region.

•

Cementos Yura and Cementos Sur, which primarily serve in the southern region.

•

Caliza Cemento Inca, located in Cajamarquilla, which principally serves the central region.

The level of competitiveness of cement companies generally depends on their cost structure, which is a function of the cost of energy, fuel, costs of raw materials and transportation. Cement companies in Peru generally compete within the limits of their distribution market, which is determined principally by their geographic locations.

The following are the main characteristics of the cement sector in Peru:

•

highly fragmented consumer base;

•

low cost of energy and raw materials;

•

operations and distribution primarily determined by geographic location; and

•

high correlation to auto-construcción and public and private investments.

Phosphate Project

Phosphate

Phosphate rock is used to manufacture wet process phosphoric acid and superphosphoric acid. Most of the phosphoric acid is used as a component of granular and liquid ammonium phosphate fertilizers and animal feed supplements. In addition, phosphate is used in human food products, detergents and other industrial applications. Because phosphate derivatives are mainly used in the production of fertilizers, its price is linked to certain commodities, such as corn, soybean and wheat.

According to the United States Geological Survey, world total reserves of phosphate rock are estimated at approximately 67 million tons, with Morocco and the Western Sahara accounting for approximately 75% of the total global reserves. While nearly 30 countries produce phosphate products, China, the United States and Morocco are the largest producers, accounting for two-thirds of world production. The world’s top producing companies include Office Cherifien de Phosphate of Morocco, Mosaic Co. of the United States, PhosAgro of Russia and Yuntianhua Group of China.

The following table sets forth world reserves and production levels for the periods indicated.


	Reserves		Production
(in thousands of metric tons)			2012		2013E
China(1)		3,700,000		95,300		97,000
United States		1,100,000		30,100		32,300
Morocco and Western Sahara		50,000,000		28,000		28,000
Russia		1,300,000		11,200		12,500
Jordan		1,300,000		6,380		7,000
Syria		1,800,000		1,000		500
South Africa		1,500,000		2,240		2,300
Algeria		2,200,000		1,250		1,500
Peru		820,000		3,210		3,900
Other countries		3,280,000		38,320		39,000

World total (rounded)		67,000,000		217,000		224,000

Source: U.S. Geological Survey, Mineral Commodity Summaries, 2014

(1)	Production data for China do not include small mines

Peru is one of the leading mining countries in the world with non-metallic potential, including phosphate. The Peruvian government has granted concessions over several phosphate projects located in the northern and central regions. In recent years, several companies have started investing in exploration and in carrying out feasibility studies in order to exploit these resources. These projects include the Bayóvar phosphate project, owned by Miski Mayo (Vale, Mosaic and Mitsui) that started production in July 2011 and our Fosfatos del Pacífico project, also located in Bayóvar area.

E.	Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our results of operations, financial condition or liquidity.

F.	Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations with definitive payment terms as of December 31, 2013.


	Payments due by period
(in millions of S/.)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Indebtedness (principal portion)		—		—		—		838.8		838.8
Interest payments		37.7		75.5		75.5		169.9		358.6
Brine project(2)		6.3		12.6		12.6		207.3		238.7
Piura plant (3)		280.3		—		—		—		280.3
Operating lease commitments		0.6		5.0		8.9		102.9		117.4

Total		324.9		93.1		97.0		1,318.9		1,833.8

(1)

Relates to our contractual commitment related to the formation of Salmueras with Quimpac, to invest US$100.0 million to develop our brine project. The exact timing of our investment requirement is undetermined and will depend on pending pre-feasibility studies and other conditions. As of December 31, 2013, shareholders have collectively made contributions of US$14.6 million to our brine project.

(2)	Relates to our contractual commitments, in connection with the construction and operation of our new cement plant in Piura.

In addition, we have various mining fees and royalties payable to the government and third parties in connection with our concessions and surface land use.

G.	Safe Harbor

See “Part I—Introduction—Forward-Looking Statements.”

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

General

Our business and affairs are managed by the board of directors in accordance with our by-laws and Peruvian Corporate Law No. 26887 (“Peruvian Corporate Law”). Our by-laws provide for a board of directors of between seven and eleven members. Between three and five alternate directors may be elected by the shareholders to act on behalf of any director who is absent from meetings or who is unable to exercise his or her duties, when and for whatever period fixed by the chairman of the board. Alternate directors have the same responsibilities, duties and powers of directors to the extent they are called to replace them.

Directors are elected at a shareholders’ meeting and hold office for three years. Directors may be elected to multiple terms. Our current board of directors is composed of nine directors and three alternates. If a director resigns or otherwise becomes unable to continue with the duties, a majority of our directors may appoint one of the alternate directors to serve as director for the remaining term of the board. In the first board meeting held after the annual shareholders’ meeting where members of the board are elected, the board of directors must elect among its members a chairman and a vice chairman.

The board of directors typically meets in regularly scheduled bi-monthly meetings and when called by the chairman of the board or a person representing the chairman. Resolutions must be adopted by a majority of the directors present at the meeting and the chairman is entitled to cast the deciding vote in the event of a tie.

Duties and Liabilities of Directors

Pursuant to Article 177 of Peruvian Corporate Law, directors are jointly and severally liable to a corporation, shareholders and third parties for any damages caused by abuse of power, fraud, willful misconduct or gross negligence. In addition, pursuant to Article 3 of Law No. 29720, as of June 26, 2011, directors of companies listed on the Lima Stock Exchange are also strictly liable for any damages caused as a result of any transactions in which they were involved and which resulted in damages or other losses to the corporation. A director cannot be found liable if the director expressed disagreement at the time the vote was cast or upon learning of such transaction and if there is a record expressing such opposition.

Our by-laws prohibit a director from voting on matters in which such director has an interest. In addition, Article 180 of the Peruvian Corporate Law requires a director with a conflicting interest on a specific matter to disclose such interest and abstain from the deliberation and decision-making process with respect to such matter. A director who violates this requirement is liable for any damages caused to us and may be removed by a majority of the board of directors upon request of any member of the board or by a majority vote of the shareholders.

Our by-laws stipulate that Directors’ compensation will be determined by the Mandatory Annual General Shareholders’ Meeting at the time it reviews our annual financial statements. The fixed portion of the Chairman’s compensation shall be twice the amount allocated to any other director. If directors are part of one or more Committees, their compensation may include an additional amount for the work performed in such Committees. The additional compensation of the directors shall not exceed the aggregate fixed portion of the compensation that the directors are entitled to receive. also do not contain any provisions with respect to the power of the Directors to vote upon matters relating to their own compensation.

Our by-laws contain no provision relating to the directors’ power to borrow from us. However, Article 179 of the Peruvian Corporate Law provides that directors of a company may enter into an agreement with such company only in the event that the agreement relates to operations the company performs in the regular course of business and in an arms-length transaction. Further, a company may provide a loan to a director or grant securities in

his favor only in connection with operations that the company usually performs with third parties. Agreements, credits, loans or guarantees that do not meet the requirements set forth above require prior approval from at least two thirds of the members of the company’s Board of Directors. Directors are jointly liable to the company and the company’s creditors for contracts, credit, loans or securities executed or granted without complying with Article 179 of the Peruvian Corporate Law.

Neither our by-laws nor the Peruvian Corporate Law contain age limit requirements for the retirement or non-retirement of directors.

Board of Directors

The following sets forth our directors and alternate directors and their respective positions as of the date of this annual report. At the Annual Shareholders’ Meeting held on March 25, 2014, all of the board members except Mr. Gianfranco Castagnola Zúñiga (who had been a member of the board since 2003) were re-elected to a three year term, which expires in March 2017. Mr. Gianfranco Castagnola Zúñiga was replaced by Mr. Felipe Ortiz de Zevallos Madueño.


Name	Position	Year of Birth
Eduardo Hochschild Beeck	Chairman of the Board		1963
Roberto Dañino Zapata	Vice Chairman of the Board		1951
Humberto Nadal Del Carpio	Director, Chief Executive Officer		1964
Rolando Arellano Cueva	Director		1952
Felipe Ortiz de Zevallos Madueño	Director		1947
Hilda Ochoa-Brillembourg	Director		1945
José Raimundo Morales Dasso	Director		1946
Dionisio Romero Paoletti	Director		1965
Moisés Naím	Director		1952
Manuel Bartolome Ferreyros Peña	Alternate director, Chief Financial Officer		1966
Robert Patrick Bredthauer	Alternate director		1947
Juan Inchaustegui Vargas	Alternate director		1938

The following sets forth selected biographical information for each of the members of our board of directors. The business address of each of our current directors is Calle La Colonia 150, Urb. El Vivero, Surco, Lima, Peru.

Eduardo Hochschild Beeck. Mr. Hochschild has been director since April 1991 and currently Chairman of the Board. He is an engineer with a specialization in mechanics and physics with a Bachelor´s degree from Tufts University, Boston, United States. Mr. Hochschild is also Executive President of Hochschild Mining plc and Asociación Promotora TECSUP and Chairman of ASPI, Vice Chairman of Peruvian Silver Patronage (Patronato de la Plata del Perú), Director of Banco de Crédito del Perú, El Pacífico Peruano-Suiza Compañía de Seguros y Reaseguros, Sociedad de Comercio Exterior del Perú-COMEX Perú, the National Society of Mining, Petroleum and Energy (Sociedad Nacional de Minería, Petroléo y Energía), a member of the Board of Trustees of the National University of Engineering. He is also an expert consultant for the Economic Counsel of the Episcopal Conference.

Roberto Dañino Zapata. Mr. Dañino has been a Director since 1995. In July 2001, he resigned from the Board of Directors to take office as Prime Minister of the Peruvian Government, before rejoining the Board in June 2008. He is an attorney having graduated from the schools of Law of Harvard University and the Pontificia Universidad Católica del Perú. He was Peruvian Ambassador to the United States and Senior Vice-President and General Counsel of the World Bank. He has also been Partner and Chairman of the Latin American Practice at Wilmer Cutler & Pickering, Washington D.C. (now Wilmer Hale). He is currently Vice-Chairman of the Board of Directors of Hochschild Mining plc, Chairman of Fosfatos del Pacífico S.A. In addition, he is Independent Director of Inversiones Centenario, Seguros SURA, Mibanco, PetroNova, Results for Development, the Youth Orchestra of the Americas and ACCION International, among others.

Humberto Reynaldo Nadal Del Carpio. Mr. Nadal joined our company as Corporate Development Manager in June 2007 and has served as a Director since March 2008 and Chief Executive Officer since April 2011. He has a Bachelor’s degree in Economics from Universidad del Pacífico and a Master’s degree in Business Administration from Georgetown University. He is the representative of Cementos Pacasmayo in the General Management of ASPI, Fosfatos del Pacífico S.A. and Salmueras Sudamericanas S.A. He has also been Chairman of the Board of Directors of Fondo Mivivienda. In April 2006, he joined Compañía Minera Ares S.A.C. (a subsidiary of Hochschild Mining plc) as Corporate Development Manager. Mr. Nadal has also served as Business, Administration and Finance Manager of the Instituto Libertad y Democracia and Chief Executive Officer of Socosani S.A.

Rolando Antonio Arellano Cueva. Mr. Arellano has been a Director since March 2011. He holds a PhD in Business Administration from Grenoble University, France, a Master’s in Business Administration from ESAN and a degree in Psychology from Pontificia Universidad Católica del Perú. He is Chairman of the Board of Arellano Investigación de Marketing S.A., a company with operations in various Latin-American countries. He is professor at Centrum Catolica (Universidad Catolica del Peru Business School) and has taught at numerous universities in the region. He was Director of the Master Program at ESAN, and Chairman of the Marketing Department and Director of the Master in International Business Program at Laval University, Quebec, Canada. He was the Chairman of the Peruvian Marketing Society and is the author of 17 books on business and marketing in emerging economies. Independent Director.

Felipe Ortiz de Zevallos. Mr. Zevallos has been a Director since March 2014. He has an engineering degree from Universidad Nacional de Ingenieria, in Lima, an M.S. in Administration and System Analysis from the University of Rochester in New York, and has participated in the Owner/President Management Program at Harvard School of Business. He is founder and President of Grupo Apoyo, since 1977. He has been Ambassador of Peru to the United States (2006—2009), and was in charge of negotiating the approval by the United States Congress of the Free Trade Agreement with the United States. He is a Senior Lecturer at Universidad del Pacífico and was President from 2004 to 2006. He currently participates as an independent Board Member of several financial and mining companies and nonprofit organizations. He is a columnist and lecturer. He has been awarded the IPAE Award 1990, the Jerusalem Prize for Journalism 1998 and Manuel J. Bustamante Source Award in 2008. In 2009, the Lima Chamber of Commerce honored him for his contribution to social and economic development of Peru and in 2011 the Ministry of Finance granted him the “Hipólito Unanue” award for his contribution to economic and financial development. Independent Director.

Hilda Ochoa-Brillembourg. Mrs. Ochoa-Brillembourg has been a Director since October 2011. She has a Bachelor of Science degree in Economics from the Universidad Católica Andres Bello of Venezuela, a Master’s degree in Public Administration from Harvard’s Kennedy School of Government and is a PhD candidate in Business Administration from Harvard Business School. She is the founder, and since 1987, President and Executive Director, of Strategic Investment Group and a group of affiliated investment management firms. From 1976 to 1987, she was Chief Investment Officer of the Pension Investment Division at the World Bank. Mrs. Ochoa-Brillembourg is on the board of directors of General Mills, where she is also a member of the audit and public responsibility committees, McGraw-Hill, where she is also a member of its audit and financial policy committees. Independent Director.

José Raimundo Morales Dasso. Mr. Morales has been a Director since March 2008. He has a Bachelor’s degree in Economics and Business Administration from Universidad del Pacífico and a Master’s in Business Administration from the Wharton Business School – University of Pennsylvania. Mr. Morales was the Chief Executive Officer of Banco de Crédito del Perú from November 1990 through March 2008. Currently, he is Chairman of the Board of Salmueras Sudamericanas S.A., Vice Chairman of the Board of Credicorp Ltd., Banco de Crédito del Perú, Banco de Crédito de Bolivia, Atlantic Security Bank and El Pacífico Peruano-Suiza Compañía de Seguros y Reaseguros and a member of the Board of Directors of Pacífico Vida Seguros, Alicorp S.A.A., Grupo Romero, Ceramica Lima S.A., Trebol Corporacion Ceramica S.A. and JJC Contratistas Generales.

Dionisio Romero Paoletti. Mr. Romero has been a Director since March 2005. He has a degree in Economics from Brown University and a Master´s degree in Business Administration from Stanford University. He is the Chairman of the Board of Credicorp and Banco de Crédito del Perú-BCP, and the Executive Chairman of Credicorp since 2009, and Director. Mr. Romero has served as a board member of Banco de Crédito del Perú since 2003 and was appointed Vice Chairman in 2008 and Chairman in 2009. He is also the Chairman of the Board of Banco de Crédito de Bolivia, Pacifico Peruano Suiza Cia. De Seguros y Reaseguros, Pacifico Vida Cia. De Seguros y Reaseguros, Alicorp S.A.A., Ransa Comercial S.A., Industrias del Espino S.A., Agricola del Chira S.A., Compañia Universal Textil S.A., among others. Furthermore, he is Vice Chairman of the Board of Inversiones Centenario and Director of Banco de Crédito e Inversiones – BCI and Hermes Transportes Blindados. Independent Director.

Moisés Naím. Dr. Naím has been a Director since April 2013. He holds MSc and PhD degrees from the Massachusetts Institute of Technology, and in 2013 American University awarded him an honorary doctorate of international affairs. Dr. Naím is a Senior Associate in the International Economics Program at the Carnegie Endowment for International Peace and the chief international columnist for El Pais and La Republica, Spain’s and Italy’s largest dailies and is one of the columnists in The Financial Times “A-List”, as well as a contributing editor at The Atlantic Magazine. His weekly columns are also carried by all the leading newspapers in Latin America and in 2011 he was awarded the Ortega y Gasset prize, the most prestigious award in Spanish journalism. Dr. Naím is also the host and producer of Efecto Naím a weekly television program on international affairs that airs throughout the Americas. Before joining the Carnegie Endowment, Dr. Naím was the editor in chief of Foreign Policy for 14 years a period when the magazine was re-launched and won the National Magazine award for General Excellence three times. He is author of many scholarly articles and more than 10 books on international economics and politics including Illicit (2005) and The End of Power (2013). Dr. Naím’s public service includes his tenure as Venezuela’s Minister of Trade and Industry in the early 1990s, director of Venezuela’s Central Bank, and executive director of the World Bank. He was also a professor of business and economics and dean of IESA, Venezuela’s main business school. He is the Chairman of the Board of both the Group of Fifty (G50) and of Population Action International, and a member of the board of directors of the National Endowment for Democracy, International Crisis Group, and the Open Society Foundations. Independent Director.

Manuel Bartolome Ferreyros Peña. Mr. Ferreyros has been an alternate director since March 2008 and our Chief Financial Officer since January 2008. He is an alternate member of the Board of Directors of Fosfatos del Pacífico S.A. Mr. Ferreyros has a Bachelor´s degree in Business Administration from Universidad de Lima, a Multinational MBA at the Adolfo Ibañez School of Management, Miami and a Master’s in Business Administration from The College of Insurance in New York. Mr. Ferreyros has pursued the Advanced Management Program at Instituto Centroamericano de Administración de Empresas—INCAE and the CEO Management Program at Kellogg University, among others. Prior to joining Cementos Pacasmayo, Mr. Ferreyros was Chief Executive Officer of La Positiva Seguros y Reaseguros. Alternate Director.

Robert Patrick Bredthauer. Mr. Bredthauer has been an alternate director since March 2003. He has a degree in Business Administration from Hochschule St. Gallen and a commerce degree from the École Supérieure de Commerce, La Neuveville, and the École Supérieure de Commerce, Lausanne, both in Switzerland. Since 1976, he acted as Vice-President of Finance and Executive Vice-President of Cemento Nacional C.A. (Guayaquil, Ecuador) and prior to that was the regional Controller for Holderbank Management and Consulting in Nyon, Switzerland. Independent Alternate Director.

Juan Victoriano Inchaustegui Vargas. Mr. Inchaustegui has been an alternate director since August 1995. He has a degree in Mechanical and Electric Engineering from Universidad Nacional de Ingeniería and he has attended the Advanced Management Program at the Universidad de Piura. Mr. Inchaustegui was the Peruvian Minister of Energy and Mines from March 1984 to July 1985, the Minister of Industry, Tourism, Integration and Trade Negotiations from February to July 2001, and he also served as a Senator of the Republic of Peru from 1990 to 1992. He was the Chief Executive Officer of Electroperú S.A., President of Asociación Promotora TECSUP and as President of the Academy of Engineering, of which he is still a member and is its representative in the Innovation for Competitiveness Project at the National Science and Technology Council (CONCYTEC). Alternate Director.

Executive Officers

Our executive officers oversee our business and are responsible for the execution of the decisions of the board of directors. The following table presents information concerning the current executive officers of the company and their respective positions:


Name	Position		Year of Birth		Year of Appointment
Humberto Nadal Del Carpio		Chief Executive Officer		1964		2011
Carlos Pomarino Pezzia		Vice President, Cement Business		1962		2009
Manuel Bartolome Ferreyros Peña		Chief Financial Officer		1966		2008
Jorge Javier Durand Planas		General Counsel		1966		2008
Juan Manuel Yamamoto Shishido		Controller		1966		2006
Juan Guillermo Teevin Vasquez		Engineering and Projects Manager, Cement Business		1955		2005
Rodolfo Ricardo Jordan Musso		Industrial Development Manager, Cement Business		1952		2009
José Luis Arevalo Vega		Phosphate Project Manager		1955		2005
Joaquin Larrea Gubbins		Corporate Development Manager		1974		2011
Carlos Paul Cateriano Alzamora		Corporate Social Responsibility Manager		1957		2006
Alfredo Romero Umlauff		Piura Project Manager		1951		2013
Hugo Villanueva Castillo		Operations Manager, Pacasmayo and Rioja Cement Plant		1962		2012
Néstor Hernán Astete Angulo		Human Resources Manager		1956		2013
Diego Reyes Pazos		Supply Chain Manager		1977		2013

The following sets forth selected biographical information for each of our executive officers:

Humberto Reynaldo Nadal Del Carpio. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Board of Directors.”

Carlos Julio Pomarino Pezzia . Mr. Pomarino has been our Vice President, Cement Business since April 2009. He has a degree in Economic Engineering from Universidad Nacional de Ingeniería and a Master’s in Business Administration from Adolfo Ibañez School of Management and ESAN and pursued the Advanced Management Program at the Universidad de Piura. He served as Commercial Officer of our company from 2002 to 2009 and as Chief Executive Officer of Distribuidora Norte Pacasmayo S.R.L. from 1998 to 2009. Prior to joining our company, Mr. Pomarino worked as Administration and Finance Manager at Comercializadora de Alimentos S.A. and as Chief Financial Officer at Fábrica de Tejidos San Jacinto S.A.

Manuel Bartolome Ferreyros Peña. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Board of Directors.”

Jorge Javier Durand Planas . Mr. Durand has been our General Counsel since September 2008. Previously, he was General Counsel of Hochschild Mining plc. He holds a Law degree from Universidad de Lima (Peru), and a Master’s in Business Administration from the Universidad del Pacífico (Peru). Among other studies, he has also completed the Management Program for Lawyers at the Yale School of Management. He joined the Hochschild Group in 1994. Mr. Durand currently also acts as a board member of Salmueras Sudamericanas S.A.

Juan Manuel Yamamoto Shishido . Mr. Yamamoto has been Controller since 2006. He has a degree in Accounting from the Pontificia Universidad Católica del Perú and an Master’s in Business Administration from the Universidad San Ignacio de Loyola. Before joining our company he was Finance Manager of Edelnor S.A.A. and Sub-Manager of Treasury and Accounting of Edegel S.A.A.

Juan Guillermo Teevin Vasquez . Mr. Teevin has been our Engineering and Projects Manager, Cement Business since June 2012. He has a degree in Mechanical Engineering from Universidad Nacional de Ingeniería and has pursued different studies in the Advanced Management Program at the Universidad de Piura, as well as Multinational MBA at the Adolfo Ibañez School of Management, Miami. Mr. Teevin was Operations Manager for our Company from June 2005 to May 2012.

Rodolfo Ricardo Jordan Musso . Mr. Jordan has been our Industrial Development Manager, Cement Business since June 2012. He previously acted as Marketing Manager. He has a degree in Civil Engineering from Universidad Católica del Perú and pursued an Advanced Management Program at the Universidad de Piura. Prior to joining our company he served as Chief Executive Officer of the Mexican affiliate of Graña & Montero Ingenieros Consultores. From 2007 through 2009 he served as Marketing Manager of Distribuidora Norte Pacasmayo S.R.L.

José Luis Arévalo Vega. Mr. Arévalo has been working for our company since 1976 and is currently serving as Phosphate Project Manager. He holds a degree in Electrical Engineering from the Universidad Nacional de Ingeniería, a degree from the Advanced Management Program at the Universidad de Piura and has also attended the Financial Project Management Program at UPC. Mr. Arévalo served as Operating Officer of our company from 1998 to 2005, as Operations Vice-President of Zemex Corp. from 2005 to 2007 and as Project Manager of Hochschild Mining in Mexico from 2007 to 2008.

Joaquin Larrea Gubbins . Mr. Larrea has been our Corporate Development Manager since June 2011. He has a degree in Business Administration from Universidad de Lima and a Master’s in Business Administration from the Kellogg School of Management. In the past, Mr. Larrea worked as Corporate Development Director of General Electric for Peru, Ecuador and Bolivia. He served as our Zinc Business Manager for a year and as our Corporate Finance Head for five years.

Carlos Paul Cateriano Alzamora . Mr. Cateriano has been our Corporate Social Responsibility Manager since June 2012. Previously, he was our Human Resources Manager from 2006 to 2012 He studied in Mechanical Engineering at the Pontificia Universidad Católica del Peru and has pursued different studies in the Advanced Management Program at the Universidad de Piura. Prior to joining our company, Mr. Cateriano worked as Human Resources Deputy Manager at Banco Wiese Sudameris S.A. (acquired by Scotiabank Perú S.A.A.) from 1999 to 2006. In addition, he has worked as Head of Training at Banco Santander Perú S.A., and as a consultant at Polimeros y Adhesivos S.A.

Alfredo Romero Umlauff. Mr. Romero has been Piura Project Manager since May 2013. He has over 36 years of experience in the construction industry as well as in the areas of Project Management, Cost and Planning and Management. He is a Civil Engineer by the Pontifica Universidad Catolica del Peru, and has conducted several studies in the Advanced Management Program at the Universidad de Piura. Prior to joining our company, Mr. Romero worked as Deputy CEO at JJC Contratistas General, CEO of Metalúrgica Peruana S.A., CEO of Union de Concreteras S.A., among others. He has been a speaker at various international conferences and co-authored publications related to the treatment of ready-mix concrete.

Hugo Pedro Villanueva Castillo. Mr. Villanueva has been our Operations Manager for the Pacasmayo and Rioja cement plant since January 2012. Previously he was Operations Manager for Cementos Selva S.A. for over 9 years. Furthermore, Mr. Villanueva has worked at our Company for over 20 years, holding different positions. Mr. Villanueva holds a Master’s degree in Business from EGADE and has taken coursework at the General Management Program at PAD, Universidad de Piura and Program for Senior Management at INCAE in Costa Rica.

Néstor Hernán Astete Angulo. Mr. Astete has been our Human Resources Manager since March 2013. He has over 27 years of experience practicing HR functions in 6 countries in Latin America. He has a degree in Industrial Engineering from the University of Lima and has Postgraduate studies in Human Resources from ESAN, as well as Ontological Coaching studies from the Newfield Institute. Prior to joining our company, Mr. Astete worked as a Corporate HR Manager in Compañia Minera Volcan, HR Executive Director at Grupo Aeromexico, HR Executive Director at Banco Santander, Mexico, Brazil and Peru, among others. He is also a member of the Human Resources Committee of the American Chamber of Peru, and a member and director of the Peruvian HR Association.

Diego Reyes Pazos. Mr. Reyes has been our Supply Chain Manager since July 2013. He has solid experience in the supply chain, project development, design and implementation of systems/processes and financial analysis. He graduated with a degree in Business Administration from the University of Lima and received an MBA from the University of Piura. Before joining our company, Mr. Reyes worked as Operations and Finance Manager at Belcorp, as Senior Business Process Expert for Latin America at SAB Miller, Project Manager in the Vice Presidency of Supply Chain at UCP Backus & Johnston, among others.

B.	Compensation

In 2013, total compensation paid to members of our board of directors and executive officers amounted to S/.28,043,000 (S/.26,687,000 in 2012). This compensation included payments made in connection with the workers’ profit sharing plan under Peruvian labor laws, which require us to distribute between 8% and 10% of our annual income, net of taxes, to all employees, including our executive officers. See “Item 4. Information on the Company—B. Business Overview—Regulatory Matters” for additional information on the profit sharing regulatory requirements.

In 2011, we decided to pay each of our directors a yearly compensation of US$200,000 (US$400,000 in the case of our Chairman). In addition, compensation paid to certain of our directors for serving on board committees will be, in aggregate per year, not higher than the total amount paid to our directors for serving on our board of directors. Our 2013 director compensation was approved at our annual shareholders’ meeting.

Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director or executive officer after expiration of his or her term.

Executive Compensation Plan

Our business operates in a competitive environment where highly trained professionals and executives are in demand. The recent growth in the Peruvian economy has created new opportunities resulting in additional competition for local talent. As a result, we have recently designed a compensation plan to retain our key executives and attract new executives with the skills and experience required to achieve our strategic objectives and create long-term value for our shareholders. We believe that executive compensation should reward individual performance and the achievement of our strategic objectives.

Our executive compensation plan has been designed to achieve the following primary objectives:

•

recruit, retain and incentivize highly talented and dedicated executives with the skills and experience required to manage and operate our business and create long-term value for our shareholders;

•

provide our executive officers with compensation opportunities that are fair, reasonable and competitive in the market;

•

compensate based on our performance and individual performance;

•

promote transparency by using clear and straightforward compensation metrics; and

•

align the interests of our executive officers with the interests of our shareholders, both in the short-term and long-term.

Our executive compensation plan is in addition to workers’ profit sharing requirements applicable to all of our employees, including our executive officers, under Peruvian labor laws.

Our compensation plan has been designed to compensate our executives with a base salary, a cash bonus incentive and other benefits that we believe are fair and equitable to us and our shareholders and competitive in the market. We believe that the combination of salary, cash bonus incentive and other benefits will distinguish us from other companies in the cement industry in Peru, and serve as an important retention tool as we compete for executive talent. We also believe that it will provide an appropriate compensation structure to retain our executives, reward them for individual performance, and induce them to contribute to the creation of long-term value.

Components of Executive Compensation

The key components of our executive compensation plan are:

•

base salary;

•

short-term cash bonus incentives; and

•

long-term cash bonus incentives.

We believe that the use of few and straightforward compensation components promotes the effectiveness and transparency of our executive compensation plan and enables us to be competitive. No formula or specific weightings or relationships are used to allocate the various components in our executive compensation plan. Each component has an important role in implementing our executive compensation philosophy and in meeting the executive compensation objectives described above.

Base Salary

We provide our executive officers and other employees with a base salary to compensate them for services rendered on a day-to-day basis during the fiscal year. Base salaries provide stable compensation to executives, allow us to recruit and retain highly talented and dedicated executives and, through periodic merit increases, provide a basis upon which executives may be rewarded for individual performance.

Short-Term Cash Bonus Incentives

As a key component of our compensation plan, we currently provide our executive officers the opportunity to earn annual cash bonuses based on the achievement of our short-term business objectives. As additional cash compensation that is contingent on achieving our business objectives, cash incentives augment the base salary component while being tied directly to corporate and individual performance objectives.

Long-Term Cash Bonus Incentives

In addition, as a tool to promote retention of our executive officers, we have implemented a deferred cash incentive program that we believe aligns compensation with corporate performance, allows us to recruit and retain competent executive talent, and rewards for superior performance measured over the long-term. Our plan provides for the payment of bonuses in addition to the annual bonuses that are paid to our executive officers.

Our long-term bonus incentive program features the following key components:

•

available to senior executives who have been employed by our company for at least four years;

•

at the end of each year, the cash bonus will be accrued in a “personal virtual account” for the benefit of the relevant executive;

•

on the fifth anniversary of the creation of the bonus plan, the relevant executive will receive the amount accrued during the first four years;

•

additional annual bonuses will be accrued for the following four years and a final payout will be made at the end of the eighth year from the creation of the plan; and

•

if the employee decides to voluntarily leave the company before a scheduled distribution, he will not receive this compensation.

Our plan provides that the executive must meet the following eligibility criteria:

•

must be no older than 58 years at the time his or her participation in the incentive program begins;

•

must have at least four years of employment with either our company, or our subsidiaries or affiliates;

•

is a professional who is deemed to have characteristics that are attractive to the market; and

•

the executive’s departure is deemed by the board of directors or a committee thereof to have an adverse effect on our performance.

C.	Board Practices

For information about the date of expiration of the current term of office and the period during which each director has served in such office, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

Benefits upon Termination of Employment

There are no contracts providing for benefits to directors upon termination of employment

Board Committees

We have four board committees comprised of members of our board of directors, which are described below.

Executive Committee

Our by-laws permit us to delegate an executive committee composed of three to five members of the board of directors. Mr. Eduardo Hochschild Beeck (chair), Mr. Roberto Dañino Zapata, Mr. Raimundo Morales Dasso and Mr. Humberto Nadal del Carpio are currently members of our executive committee. Our executive committee is mainly responsible for (i) supervising and supporting our management in executing the resolutions passed by our board of directors, (ii) executing the strategy approved by our board of directors, (iii) meeting short-term and medium-term goals, as well as designing action plans to meet such goals in accordance with the long-term strategy and goals approved by our board of directors, (iv) approving agreements or transactions involving amounts greater than US$3 million but less than US$20 million, (v) monitoring compliance with the annual budget and approving any significant deviations from approved levels of working capital, (vi) making strategic decisions that do not rise to the level of a full board approval, and (vii) approving and executing new projects in amounts up to US$20 million.

Our executive committee also performs the functions of a compensation committee.

Antitrust Best Practices Committee

The antitrust best practices committee is composed of four members: Mr. Rolando Arellano Cueva (chair), Mr. Raimundo Morales Dasso, Mr. Humberto Nadal del Carpio and Mr. Eduardo Hochschild Beeck. The antitrust best practices committee is responsible for informing our employees about our competition best practices and for monitoring compliance with such practices, including compliance with antitrust regulations.

Audit Committee

Our audit committee is composed of three directors. The current members are Ms. Hilda Ochoa-Brillembourg, who is the chairman of the audit committee, Mr. Felipe Ortiz de Zevallos and Mr. Rolando Arellano Cueva. All of the members of the audit committee qualify as independent in accordance with the SEC rules applicable to foreign private issuers. Ms. Hilda Ochoa-Brillembourg also qualifies as a financial expert under the SEC rules. The audit committee is responsible for reviewing our financial statements; evaluating our internal controls and procedures, and identifying deficiencies; the appointment, compensation, retention and oversight of our external auditors. Additionally, it is responsible for informing our board of directors regarding any issues that arise with respect to the quality or integrity of our financial statements, our compliance with legal or regulatory requirements, the performance and independence of the external auditors, or the performance of the internal audit function; and overseeing measures adopted as a result of any observations made by our shareholders, directors, executive officers, employees or any third parties with respect to accounting, internal controls and internal and external audit, as well as any complaints regarding management irregularities, including anonymous and confidential methods for addressing concerns raised by employees.

Corporate Governance Committee

Our corporate governance committee is composed of four directors. The current members are Mr. Felipe Ortiz de Zevallos (chair), Mr. Humberto Nadal del Carpio, Mr. Roberto Dañino Zapata and Mr. Eduardo Hochschild Beeck. The corporate governance committee is responsible for assisting the board on its oversight of director nomination and committee assignments, as well as the board and CEO successions. Similarly, it is responsible for assisting in the implementation of the committee and board self-assessment surveys and the review of governance principles.

D.	Employees

As of December 31, 2013 we had a total of 1,656 permanent employees. The following table sets forth a breakdown of our employees by category as of the periods indicated.


	As of December 31,
	2013		2012		2011
Management		33		29		17
Administrative personnel		1,069		1,050		910
Plant workers		554		655		595

Total		1,656		1,734		1,522

As of December 31, 2013, approximately 19% of our employees were members of labor unions ( Sindicato Único de Trabajadores de Cementos Pacasmayo S.A.A . and Sindicato Único de Trabajadores de Cantera de la Fábrica de Cementos Pacasmayo S.A.A—UEA Tembladera (recently renamed Sindicato Único de Trabajadores de Calizas del Norte S.A.C. )) that represents its members in collective bargaining negotiations. Our management and administrative personnel are not members of a labor union. Labor relations for unionized and non-unionized employees in our production facilities, including compensation and benefits, are governed by a collective bargaining agreement that is renewed annually. In January 2013, three-year Union Agreements were signed with our two unions, Pacasmayo Plant and Tembladera Quarry, which is a clear sign of the level of trust and commitment between the parties.

Under Peruvian law, it is illegal to lay off employees without cause or without following certain formal procedures. In addition, employees who are laid off are entitled to severance payments upon termination of their employment in an amount equal to one and a half month’s salary for each full year of work performed with a maximum payment equal to 12 monthly salaries provided they are indefinite term employees. In case of fixed term employment relationship the severance payment is equal to 1.5 monthly salaries for each month, until the completion of the contract, with a maximum of 12 monthly salaries.

Our employees are enrolled in either the national public pension fund or a privately managed pension fund. In both cases the applicable payment (approximately 13%) is withheld by the employer from the employees’ monthly salary. As of December 31, 2013, approximately 11% of our employees were enrolled with the national public pension fund and 89% with a private social pension plan.

We believe we have a good relationship with our employees. In the past, we have not experienced any material strikes, work stoppages or any other significant disruptions.

E.	Share Ownership

As of March 31, 2014, persons who are currently members of our board of directors and our executive officers held as a group 1,223,188 of our common shares and no investment shares (not including common and investment shares held by Mr. Eduardo Hochschild through ASPI and ASPI’s subsidiary Servicios Corporativos Pacasmayo S.A.C.). This amount represented less than one percent of our outstanding share capital as of March 31, 2014. Mr. Eduardo Hochschild through ASPI and its subsidiary Servicios Corporativos Pacasmayo S.A.C. indirectly controls 279,689,744 common shares and 16,753,544 investment shares.

Mr. Dionisio Romero, Mr. Humberto Nadal, Mr. Raimundo Morales and Mr. Carlos Pomarino own individually and in the aggregate less than 1% of our common shares.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

As of March 31, 2014, our issued and outstanding share capital was composed of 531,461,479 common shares. In addition, as of March 31, 2014, we had 50,503,124 investment shares outstanding.

The following table sets forth the beneficial ownership of our common shares and non-voting investment shares as of March 31, 2014.


	Common shares					Investment shares					Total
Shareholder	Number of shares		Percentage			Number of shares		Percentage			Number of shares		Percentage
ASPI(1)		279,689,744		52.63	%		16,753,544		33.17	%		296,443,161		50.94	%
IN—Fondo 2 (AFP Integra)		—		—			6,136,346		12.15	%		6,136,346		1.05	%
RI—Fondo 2 (AFP Prima)		23,609,160		4.44	%		4,029,701		7.98	%		27,638,861		4.75	%
RI—Fondo 3 (AFP Prima)		25,413,387		4.78	%		3,904,644		7.73	%		29,318,031		5.04	%
PR—Fondo 2 (AFP Profuturo)		—		—			5,029,589		9.96	%		5,029,589		0.86	%
IN—Fondo 3 (AFP Integra)		—		—			4,539,453		8.99	%		4,539,453		0.78	%
PR—Fondo 3 (AFP Profuturo)		—		—			2,892,847		5.73	%		2,892,847		0.50	%
Directors and officers(2)		1,223,188		0.23	%		—		—			1,223,188		0.21	%
American Depositary Receipt Program		104,415,160		19.65	%		—		—			104,415,160		17.94	%
Other shareholders		97,110,840		18.27	%		7,217,000		14.29	%		104,327,967		17.93	%

Total		531,461,479		100.00	%		50,503,124		100.00	%		581,964,603		100.00	%

(1)	ASPI is indirectly controlled by Mr. Eduardo Hochschild through Farragut Holdings, Inc. (Cayman Islands). Mr. Eduardo Hochschild is a member of the board of directors of our company. The shares expressed here include those held through ASPI and its subsidiary Servicios Corporativos Pacasmayo S.A.C.

(2)

See “Item 6. Directors, Senior Management and Employees—Share Ownership” for information regarding shares of our common stock owned by members of our board of directors and executive officers. The number of common shares held by directors and executive officers excludes any shares that may be deemed to be beneficially owned by Mr. Eduardo Hochschild through ASPI.

Changes in Ownership

The following sets forth the composition of ownership from December 31, 2009 to December 31, 2013.


Shareholder	2013			2012			2011			2010			2009
ASPI		50.94	%		50.94	%		63.92	%		63.92	%		63.92	%
IN—Fondo 2 (AFP Integra)		1.05	%		0.74	%		0.92	%		0.92	%		0.92	%
RI—Fondo 2 (AFP Prima)		4.71	%		4.37	%		5.43	%		5.51	%		5.76	%
RI—Fondo 3 (AFP Prima)		4.78	%		4.54	%		5.99	%		5.80	%		5.78	%
HO-Fondo 3 (AFP Horizonte)		—			0.65	%		0.69	%		—			—
HO-Fondo 2 (AFP Horizonte)		—			0.56	%		—			—			—
IN—Fondo 3 (AFP Integra)		0.78	%		0.46	%		0.57	%		0.57	%		0.57	%
PR—Fondo 2 (AFP Profuturo)		0.86	%		0.55	%		0.54	%		0.54	%		0.54	%
PR—Fondo 3 (AFP Profuturo)		0.50	%		—			—			—			—
American Depositary Receipt Program		18.38	%		17.83	%		—			—			—
Other shareholders		17.78	%		19.36	%		21.94	%		22.74	%		22.51	%

Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

On February 7, 2012, we issued 100,000,000 common shares, or 18.82% of the outstanding common shares, in the form of ADSs, which ADSs were listed on the New York Stock Exchange. On March 2, 2012, we issued an additional 11,484,000 common shares, or 2.16% of the outstanding common shares, in the form of ADSs when the underwriters exercised their over-allotment option.

On March 30, 2012, we issued 927,783 investment shares, or 1.84% of the outstanding investment shares, pursuant to a preemptive right offer in connection with our issuance of ADSs.

On March 24, 2014, Mr. Eduardo Hochschild sold 1,310 of our common shares.

Differences in Voting Rights

Our major shareholders do not have different voting rights.

Securities Held in the Host Country

On February 7, 2012, we completed our initial public offering of 20,000,000 ADSs, each representing five common shares, in the United States. On March 2, 2012, we sold an additional 2,296,800 ADSs pursuant to an over-allotment option granted to the underwriters in that offering. Our ADSs are listed on the New York Stock Exchange. As of March 31, 2014, we estimate that there were 20,883,032 ADSs, which represented 17.94% of our common shares outstanding. As of December 31, 2013, the number of record holders of our common shares (or ADSs representing our common shares) that file Form 13-Fs in the United States was 41.

Arrangements for Change in Control

We are not aware of any arrangements that may, when in force, result in a change in control.

B.	Related Party Transactions

Peruvian Law Concerning Related Party Transactions

Under Peruvian law, board members and executive officers of a publicly-held company may not (i) engage in transactions with the company or any related party of the company, except for transactions entered into in the ordinary course of business and on an arm’s length basis, (ii) appropriate for their own benefit a business opportunity that belongs to the company, or (iii) participate in any transaction or decision that presents a conflict of interest with the company.

Peruvian law sets forth certain restrictions and limitations on transactions with certain related parties.

For instance, from a tax standpoint, the value of those transactions must be equal to the fair market value assessed under transfer pricing rules (i.e., the value agreed to by non-related parties under the same or similar circumstances). Similarly, companies with securities registered in the Peruvian Public Registry of Securities ( Registro Publico del Mercado de Valores ), such as us, are required to comply with the following rules:

•

The directors and managers of the company cannot, without the prior authorization of the board of directors, (i) receive in the form of a loan money or assets of the company; or (ii) use, for their own benefit or for the benefit of related parties, assets, services or credits of the company.

•

The execution of agreements that involve at least 5% of the assets of the company with persons or entities related to directors, managers or shareholders that own, directly or indirectly, 10% of the share capital, requires the prior authorization of the board of directors (with no participation of the director involved in the transaction, if any).

•

The execution of agreements with a party controlled by the company’s controlling shareholder requires the prior authorization of the board of directors and an evaluation of the terms of the transaction by an external independent company (audit companies or other to be determined by the Peruvian Securities Commission).

The external independent company that reviews the transaction should not be related to the parties involved therein, nor to directors, managers or shareholders that own at least 10% of the share capital of the company.

Related Party Transactions

As a general policy, we do not enter into transactions with related parties, including our board members and officers, on terms more favorable than what we would offer third parties. Any related party transaction we have entered into in the past has been in the ordinary course of business and on an arm’s length basis.

As of December 31, 2013, we had an accounts receivable balance with ASPI, our controlling shareholder, in the amount of S/.62,000 (US$22,182), and an account payable of S/.14,000 (US$5,009).

The following transactions have been entered into by us with related parties:

•

We lease a plot of land adjacent to our headquarters to our affiliate, Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. We received rental payments of S/.284,000 in 2011, S/.273,000 in 2012; and S/.278,000 in 2013.

•

We lease part of our headquarters as office space to ASPI. We received rental payments of S/.158,000 in 2011, S/.176,000 in 2012; and S/.183,000 in 2013.

•

We provide back office management and administrative services to ASPI, for which we received S/.376,000 in 2011, S/.376,000 in 2012; and S/.397,000 in 2013.

•

In February 2011, we provided a loan to Inversiones Pacasmayo S.A. for a total amount of S/.6,965,000 with annual interest rate of 6.0%, for which we received interest payments of S/.7,000 in 2011. This loan was collected in February and March 2011.

•

In July 2012, we provided a loan to Servicios Corporativos Pacasmayo S.A.C. for a total amount of S/.240,000 accruing interest at an annual rate of 6%, for which we received interest payments of S/.7,000 in 2012. This loan was collected in October 2012.

•

We receive security services from our affiliate Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. We paid a total of S/.941,000 in 2011, S/.1,160,000 in 2012; and S/.1,372,000 in 2013 for these services.

ASPI and Hochschild Mining plc are majority-owned and controlled, directly and indirectly, by Mr. Eduardo Hochschild.

For more information about our related-party transactions please see note 25 to our annual consolidated financial statements included elsewhere in this annual report.

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information.

See Exhibits.

Legal and Administrative Proceedings

From time to time, we may become subject to various legal and administrative proceedings that are incidental to the ordinary conduct of our business. We are currently not party to any material legal or administrative proceedings.

Dividends and Dividend Policy

Our ability to pay dividends is subject to our results of operations for each year. Holders of our common shares and investment shares are entitled to receive dividends on a pro rata basis in accordance with their respective number of shares held.

Under our dividend policy, shareholders must take the following factors into consideration prior to declaring dividends: our financial and economic condition, including committed and budgeted expenses and obligations, and previously approved investments. In addition, our dividend policy states that (a) our board of directors may declare advanced dividends based on either the net income resulting from financial statements prepared for such purpose or the cumulative net income corresponding to previous years, provided that shareholders delegated such authority to the board of directors, and (b) holders of common shares representing no less than 20% of our total share capital may request the distribution of dividends up to 50% of the net income corresponding to the previous year, net of any legal reserve requirements. Our board of directors makes a recommendation at the annual shareholders’ meeting with respect to the amount and timing of dividend payments, if any, to be made on our common shares and investment shares.

Under Peruvian law, companies may distribute up to 100% of their profit (after payment of income tax) subject to a 10% legal reserve until the legal reserve equals 20% of shareholders’ equity. According to Article 40 of the Peruvian Corporate Law, in order to distribute dividends, profits must be determined in accordance with the individual financial statements of the company.

Payment of Dividends

Dividends are paid to holders of our common shares and investment shares, as of a record date determined by us. In order to allow for the settlement of securities, under the rules of the Peruvian Securities Commission, investors who purchase shares of a publicly-held company three business days prior to a dividend payment date do not have the right to receive such dividend payment. Dividends on issued and outstanding common shares and investment shares are distributed pro rata.

Holders of common shares and investment shares are not entitled to interest on accrued dividends. In addition, under Article 232 of the Peruvian Corporate Law, the right to collect accrued dividends declared by a publicly-held company expires 10 years from the original dividend payment date.

Previous Dividend Payments

The following table sets forth the amounts of cash dividends declared and paid from 2009 through the date hereof for our common shares and our investment shares.


Year ended December 31,	Dividends paid		Per share (in S/.)
2013		58,196,000		0.10000
2012		52,000,000		0.08935
2011		91,000,000		0.19380
2010(1)		73,000,000		0.15547
2009		25,000,000		0.05324

(1)	In March 2010, we sold our Raul copper mine concessions. In April 2010, we declared an extraordinary dividend payment.

At the annual shareholders’ meeting held on March 25, 2014, the shareholders unanimously approved the financial statements for fiscal year 2013 including the net income for such year and delegated to the Board of Directors the authority to decide the distribution of dividends on account of fiscal year 2014 earnings.

B.	Significant Changes

We are not aware of any changes bearing upon our financial condition since the date of the financial statements included in this annual report.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

Market Price of Our Common Shares and ADSs

Our ADSs

Our ADSs are listed on the New York Stock Exchange under the symbol “CPAC”. On April 25, 2014, the closing price on the New York Stock Exchange was US$9.23 per ADS.

The following table sets forth for each of the most recent three months and for the current month the high and low closing prices in U.S. dollars of our ADSs on the New York Stock Exchange as reported by the New York Stock Exchange.


	ADSs
(in US$)	High		Low
2013:
January		14.53		13.24
February		13.90		13.17
March		14.85		13.50
April		14.63		13.99
May		15.10		12.75
June		13.78		12.33
July		12.71		11.85
August		13.45		12.16
September		12.69		11.70
October		12.04		11.25
November		11.90		10.76
December		11.84		9.98
2014:
January		11.84		9.51
February		9.64		9.12
March		9.46		8.76
April (through April 25)		9.50		9.09

Our Shares

Our common shares and our investment shares are registered in the Public Registry of Securities held with the Peruvian Securities Commission and are listed on the Lima Stock Exchange under the symbols “CPACASC1” and “CPACASCI1,” respectively. On April 25, 2014, the closing price on the Lima Stock Exchange was S/.5.10 per common share and S/.3.10 per investment share. Historically, trading volumes of our common shares and investment shares on the Lima Stock Exchange have been limited.

The following table sets forth for the five most recent full years the high and low closing prices in nuevos soles of our common shares and investment shares on the Lima Stock Exchange as reported by the Lima Stock Exchange.


	Common shares				Investment shares
(in S/.)	High		Low		High		Low
2008		5.55		1.36		4.40		1.65
2009		3.60		1.77		3.20		1.60
2010		7.92		3.08		7.21		3.00
2011		8.45		4.25		7.48		4.05
2012		6.90		4.75		6.00		4.45
2013		7.85		5.45		6.50		3.75

The following table sets forth for each quarter of the three most recent financial years the high and low closing prices in nuevos soles of our common shares and investment shares and the Lima Stock Exchange as reported by the Lima Stock Exchange.


	Common Shares				Investment Shares
(in S/.)	High		Low		High		Low
2011:
First quarter		8.45		6.15		7.48		6.50
Second quarter		7.12		5.45		6.80		5.25
Third quarter		6.20		4.75		6.01		4.85
Fourth quarter		5.80		4.25		4.70		4.05
2012:
First quarter		6.90		5.65		6.00		4.45
Second quarter		6.80		5.45		5.90		5.80
Third quarter		5.95		4.75		5.00		4.99
Fourth quarter		6.85		5.80		5.95		4.50
2013:
First quarter		7.65		6.70		6.30		6.10
Second quarter		7.85		6.66		6.50		6.33
Third quarter		7.40		6.50		5.00		4.50
Fourth quarter		6.68		5.45		4.30		3.75

The following table sets forth for each of the most recent six months and for the current month the high and low closing prices in nuevos soles of our common shares and investment shares on the Lima Stock Exchange as reported by the Lima Stock Exchange.


	Common Shares				Investment Shares
(in S/.)	High		Low		High		Low
2013:
October		6.68		6.40		4.30		4.00
November		6.60		5.85		4.10		4.00
December		6.40		5.57		3.90		3.75
2014:
January		6.47		5.40		4.00		3.90
February		5.40		5.25		—		—
March		5.20		4.90		3.40		3.40
April (through April 25)		5.31		5.10		3.10		3.10

B.	Plan of Distribution

Not applicable.

C.	Markets

Trading in the Peruvian securities market

The Lima Stock Exchange

As of December 31, 2013, there were 282 companies listed on the Lima Stock Exchange. Established in 1970, the Lima Stock Exchange is Peru’s only securities exchange. On November 19, 2003, the members of the Lima Stock Exchange approved to convert its corporate status to a publicly held corporation as of January 1, 2003. As of December 31, 2013, The Lima Stock Exchange had a share capital of S/.59,715,840, divided into 56,405,407 class “A” shares and 3,310,433 class “B” shares of par value S/.1.00 each. Class “A” shares are entitled to one vote per share while class “B” shares do not have voting rights. As of December 31, 2013, the Lima Stock Exchange had 125 class “A” shareholders and 69 class “B” shareholders.

Trading on the Lima Stock Exchange is primarily done on an electronic trading system that became operational in August 1995. From the first Monday of November through the second Sunday of March of each year, trading hours are Monday through Friday (except holidays) as follows: 8:20 a.m.-8:30 a.m. (pre-market ordering); 8:30 a.m.-2:55 p.m. (trading); 2:55 p.m.-3:00 p.m. (after-market sales); and 3:00 p.m.-3:10 p.m. (after-market trading). At all other times, trading hours are from Monday to Friday (except holidays) as follows: 9:00 a.m.-9:30 a.m. (pre-market ordering); 9:30 a.m.-3:55 p.m. (trading); 3:55 p.m.-4:00 p.m. (after-market sales); and 4:00 p.m.-4:10 p.m. (after-market trading).

Substantially all of the transactions on the Lima Stock Exchange are traded on the electronic system. Transactions during the electronic sessions are executed through brokerage firms and stock brokers on behalf of their clients. Brokers submit orders in the order in which they are received. The orders must specify the type of security as well as the amount and price of the proposed sale or purchase. In order to control price volatility, the Lima Stock Exchange imposes a 15 minute suspension on trading when the price of a security varies on a single day by more than 15% for Peruvian companies and 30% for non-Peruvian companies.

Regulation of the Peruvian Securities Market

The Securities Market Law regulates certain securities matters, such as transparency and disclosure, corporate takeovers, capital market instruments and operations, the securities markets and broker-dealers, and credit-rating agencies. In 1996, the Peruvian Securities Commission, formerly known as the National Supervisory Commission for Securities and Companies ( Comisión Nacional Supervisora de Empresas y Valores, or “CONASEV”), was given additional responsibilities relating to the supervision, regulation and development of the securities market, while the Lima Stock Exchange was granted the status of a self-regulatory organization. Additionally, a unified system of guarantees and capital requirements was established for the Lima Stock Exchange.

Pursuant to Law No. 29,782, published in the Peruvian Official Gazette, El Peruano , on July 28, 2011, the Peruvian Securities Commission is a governmental entity reporting to Peru’s Ministry of Economy and Finance with functional, administrative, economic, technical and budgetary autonomy.

The Peruvian Securities Commission is governed by the Superintendent and a five board-members confirmed by the Superintendent (who acts as President of the board) and four members appointed by the Peruvian Executive Power (one suggested by the Ministry of Economy and Finance, one suggested by the Peruvian Central Reserve Bank, one suggested by the Peruvian Superintendency of Banking, Insurance and Private Pension Funds and one independent member). The Peruvian Securities Commission has broad regulatory powers, including reviewing, promoting, and making rules regarding the securities market, supervising its participants, and approving the registration of public offerings of securities.

The Peruvian Securities Commission supervises the securities markets and the dissemination of information to investors. It also (i) governs the operations of the Public Registry of Securities, (ii) regulates mutual funds, publicly placed investment funds and their respective management companies and broker-dealers, (iii) monitors compliance with accounting regulations by companies under its supervision as well as the accuracy of financial statements and (iv) registers and supervises auditors who provide accounting services to those companies registered with the Peruvian Securities Commission.

Pursuant to the Securities Market Law, broker-dealers must maintain a guarantee fund. This guarantee fund must be managed by an entity supervised by the Peruvian Securities Commission. Contributions to the guarantee fund must be made by the 25 broker-dealers that are members of the Lima Stock Exchange and are based on the volume traded over the exchange. In addition to the guarantee fund managed, each broker-dealer is required to maintain a guarantee in favor of the Peruvian Securities Commission to guarantee any liability that broker-dealers may have with respect to their clients. Such guarantees are generally established through letters of credit issued by local banks.

Disclosure Obligations

Issuers of securities registered with the Peruvian Securities Commission are required to disclose material information relating to the issuer. Pursuant to the Securities Market Law and relevant regulations enacted thereunder, all material information in connection with the issuer of registered securities (such as our common shares and investment shares), its activities or securities issued or secured by such issuer which may influence the liquidity or price of such securities must be disclosed. Accordingly, issuers must file with the Peruvian Securities Commission mainly two types of information: (a) financial information, including interim unaudited financial statements on a quarterly basis (which are not required to be subject to limited review), and annual audited consolidated financial statements on an annual basis, and (b) material information relating to the issuer and its activities that may significantly affect the price, offering or negotiation of the issued securities, and in general, all the information that may be relevant for investors to be able to make investment decisions.

In order to comply with the foregoing disclosure obligations, issuers must disclose reaffirmation to the Peruvian Securities Commission and, if the securities are listed, with the Lima Stock Exchange as soon as practicable but not later than one business day after having become aware of such information.

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

Set forth below is certain information relating to our share capital, including brief summaries of the material provisions of our by-laws, Peruvian corporate law and certain related laws and regulations of Peru, all as in effect as of the date hereof.

General

We are a publicly-held corporation under Peruvian Corporate law and registered with the Public Registry of Corporations in Lima. We are currently listed on the Lima Stock Exchange.

The second article of our by-laws provides that our principal corporate purpose is mining and the production and sale of cement, quicklime and other construction materials in Peru and internationally.

We have common shares and investment shares.

See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” for information regarding our Board of Directors.

Common Shares

Common shares represent 100% of our voting shares. As of March 31, 2014, we had 531,461,479 common shares outstanding. As of March 31, 2014, there were 7,375 owners of record of our common shares (considering the ADSs listed in the New York Stock Exchange are held by one owner). Our common shares have a par value of S/.1.00 per share and have been fully subscribed and are fully paid. Our common shares are registered in the Securities Public Registry of the Peruvian Securities Commission and are listed on the Lima Stock Exchange.

Investment Shares

As of March 31, 2014, we had 50,503,124 investment shares. Investment shares have no voting rights and are not, under Peruvian law and accounting regulations, characterized as share capital. However, investment shares are still considered part of the company’s equity. As of March 31, 2014, there were 456 owners of record of our investment shares. Our investment shares have a par value of S/.1.00 per share and have been fully subscribed and are fully paid. Our investment shares are registered in the Securities Public Registry of the Peruvian Securities Commission and are listed on the Lima Stock Exchange.

Shareholders’ Liability

Under Peruvian Corporate Law, holders of our common shares cannot vote on matters with respect to which they have a conflict of interest.

Under Article 133 of the Peruvian Corporate Law, a shareholder must abstain from voting if such shareholder has a conflict of interest. A resolution approved in disregard of this provision may be challenged under Article 139 of the Peruvian Corporate Law and any shareholder that participated in the determination in breach of this provision, if such shareholder’s vote was key in attaining the required majority, may be held liable individually, or jointly with any other shareholder voting in breach of the provision .

Redemption and Rights of Withdrawal

Under Article 200 of the Peruvian Corporate Law, holders of our common shares have redemption rights if: (i) we change our corporate purpose; (ii) a change occurs in the place of organization to a foreign country; or (iii) any transformation, merger or significant spin-off occurs with respect to our company.

Preemptive and Accretion Rights

If we increase our share capital, holders of our common shares and investment shares have the right to subscribe to new common shares and investment shares, respectively, on a pro rata basis. Holders of common shares have preemptive rights in order to maintain their share interest in our share capital, unless the capital increase (i) results from a conversion of debt to common shares, (ii) is approved by shareholders representing at least 40% of the subscribed voting shares provided that the capital increase does not favor, directly or indirectly, certain shareholders to the detriment of others, and (iii) results from a corporate reorganization. Holders of investment shares have preemptive rights to maintain their proportional ownership in our share capital.

Shareholders who are in default of any payments relating to a capital call may not exercise their preemptive rights.

Preemptive rights are exercised in two rounds. During the first round, shareholders may subscribe to the new shares on a pro rata basis. During the second round, shareholders who participated in the first round may subscribe to any remaining shares on a pro rata basis up to the amount of shares such shareholders subscribed for in the first round. The first round must remain open for at least 15 business days. The second round must remain open for at least three business days.

Voting Rights and Dividends

Common Shares

Holders of common shares are entitled to one vote per share, with the exception of the election of the board of directors, where each holder is entitled to one vote per share per nominee. Each holder’s votes may be cast for a single nominee or distributed among the nominees at the holder’s discretion. To that effect, each of our common shares gives the holder the right to as many votes as there are directors to be elected. Shareholders may pool votes in favor of one person or distribute them among various persons. Those candidates for the board who receive the most votes are elected directors. Holders of common shares may attend and vote at shareholders’ meetings either in person or through a proxy.

Holders of common shares have the right to participate in the distribution of dividends and shareholder equity resulting from liquidation. Our by-laws do not establish a maximum time limit for the payment of the dividends. However, according to Article 232 of the Peruvian Corporate law, the right to collect past-due dividends in the case of companies that are publicly held companies, such as ours, expires 10 years after the date on which the dividend payment was due.

Our share capital may be increased by a decision of holders of common shares at a shareholders’ meeting. Capital reductions may be voluntary or mandatory and must be approved by holders of common shares at a shareholders’ meeting. Capital reductions are mandatory when accumulated losses exceed 50% of the capital and to the extent such accumulated losses are not offset by accumulated earnings and capital increases within the following fiscal year. Capital increases and reductions must be communicated to the Peruvian Securities Commission, the Lima Stock Exchange and the Superintendencia Nacional de Administración Tributaria ( SUNAT ). Voluntary capital reductions must also be published in the official gazette El Peruano and in a widely circulated newspaper in the city in which we are located.

Investment Shares

Under Peruvian Corporate Law, investment shares do not represent share capital. Accordingly, our balance sheet reflects the investment shares as a separate account from our share capital. Holders of investment shares are neither entitled to vote nor to participate in shareholders’ meetings. However, investment shares confer upon the holders thereof the right to participate in the dividends distributed according to their par value, in the same manner as common shares. Investment shares also confer to the holders thereof the preemptive right to (i) maintain the current proportion of the investment shares in the case of a capital increase through new contributions; (ii) increase the number of investment shares upon capitalization of retained earnings, revaluation surplus or other reserves that do not represent cash contributions; (iii) participate in the distribution of assets resulting from a liquidation in the same manner as common shares; and, (iv) redeem the investment shares in case of a merger and/or change of business activity.

Liquidation Rights

If we are liquidated, our shareholders have the right to receive net assets resulting from the liquidation, after we comply with our obligation to pay all our creditors and after discounting any existing dividend liabilities. For this reason, we cannot assure that we will be able to reimburse 100% of the book value of the common shares and investment shares in case of bankruptcy or liquidation.

Ordinary and Extraordinary Meetings

Pursuant to Peruvian Corporate Law and our by-laws, the annual shareholders’ meeting must be held during the three-month period after the end of each fiscal year. Additional shareholders’ meetings may be held during the year. Because we are a publicly-held corporation, we are subject to the special control of the Peruvian Securities Commission, as provided in Article 253 of the Peruvian Corporate Law. If we do not hold the annual shareholders’ meeting during the three-month period after the end of each fiscal year or any other shareholders’ meeting required by our by-laws, a public notary or a competent judge shall call for such a meeting at the request of at least one shareholder of the common shares. Such meeting will take place within a reasonable period of time.

Other shareholders’ meetings are convened by the board of directors when deemed convenient by our company or when it is requested by the holders of at least 20% of our common shares. If, at the request of holders of 20% of the common shares, the shareholders’ meeting is not convened by the board of directors within 15 business days of the receipt of such request, or the board expressly or implicitly refuses to convene the shareholders’ meeting, a public notary or a competent judge will call pursuant to Law No. 29560 for such meeting at the request of holders of at least 20% of our common shares. If a public notary or competent judge calls for a shareholders’ meeting, the place, time and hour of the meeting, the agenda and the person who will preside shall be indicated on the meeting notice. If the meeting called is other than the annual shareholders’ meeting or a shareholders’ meeting required by the Peruvian Corporate Law or the by-laws, the agenda will contain those matters requested by the shareholders who requested the meeting.

Holders of investment shares have no right to request the board to call a shareholders’ meeting.

Notices of Meetings

Since we are a publicly-held corporation, notice of shareholders’ meetings must be given by publication of a notice. The publication shall occur at least 25 days prior to any shareholders’ meeting in the Peruvian Official Gazette, El Peruano, and in a widely circulated newspaper in the city in which we are located. The notice requirement may be waived at the shareholders’ meeting by agreement of the holders of 100% of the outstanding common shares.

Quorum and Voting Requirements

According to Article 25 of our by-laws and Article 257 of the Peruvian Corporate Law, shareholders’ meetings called for the purpose of considering a capital increase or decrease, the issuance of obligations, a change in the by-laws, the sale in a single act of assets with an accounting value that exceeds 50% of our share capital, a merger, division, reorganization, transformation or dissolution, are subject to a first, second and third quorum call, each of the second and third quorum call to occur upon the failure of the preceding one. A quorum for the first call requires the presence of shareholders holding 50% of our total common shares. For the second call, the presence of shareholders holding at least 25% of our total common shares is adequate, while for the third call there is no quorum requirement. These decisions require the approval of the majority of the common shares represented at the shareholders’ meeting. Shareholders’ meetings convened to consider all other matters are subject to a first and second quorum call, the second quorum call to occur upon the failure of the first quorum.

In accordance with Peruvian Corporate Law, only those holders of common shares whose names are registered in our stock ledger not less than 10 days in advance of a meeting will be entitled to attend the shareholders’ meeting and to exercise their rights.

Limitations on the Rights of Non-residents or Foreign Shareholders

There are no limitations under our by-laws or Peruvian Corporate Law on the rights of nonresidents or foreign shareholders to own securities or exercise voting rights with respect to our securities.

Disclosure of Shareholdings and Tender Offer Regulations

Disclosure of Shareholdings

There are no provisions in our by-laws governing the ownership threshold above which share ownership must be disclosed.

However, according to Article 10 of CONASEV Resolution No. 090-2005-EF-94.10, as amended, we must inform the Peruvian Securities Commission of the members of our economic group and a list of our holders of common shares owning more than a 5% share interest, as well as any change to such information.

Tender Offer Regulations

Peruvian security regulations include mandatory takeover rules applicable to the acquisition of control of a listed company.

Subject to certain conditions, such regulations generally establish the obligation to make a tender offer when a person or group of persons acquires a relevant interest in a listed company. According to Peruvian law, a person acquires a relevant interest in a listed company when such person (a) holds or has the power to exercise directly or indirectly 25%, 50% or 60% of the voting rights in a listed company, or (b) has the power to appoint or remove the majority of the board members or to amend its by-laws.

In general, the tender offer must be launched prior to the acquisition of the relevant interest. The tender offer may be launched after the “relevant interest” is acquired if it is acquired (a) by means of an indirect transaction, (b) as a consequence of a public sale offer, or (c) in no more than four transactions within a three-year period.

This mandatory procedure has the effect of alerting other shareholders and the market that an individual or financial group has acquired a significant percentage of a company’s voting shares, and gives other shareholders the opportunity to sell their shares at the price offered by the purchaser. The purchaser is required to launch a tender offer unless: (a) shareholders representing 100% of the voting rights consent in writing, (b) voting shares are acquired by a depositary in order to subsequently issue ADSs, or (c) voting shares are acquired pursuant to the exercise of preemptive rights.

Changes in Capital

Our by-laws do not establish special conditions to increase or reduce our share capital beyond what is required under Peruvian Corporate Law.

Anti-Takeover Provisions

Our by-laws do not contain any provision that would have the effect of delaying, deferring or preventing a change of control. However, acquisitions of shares of our capital stock that involve a change of control may be subject to Peruvian securities and exchange regulations ( Ley de Mercado de Valores y Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión ) applicable to tender offers.

Form and Transfer

Common shares and investment shares may be either physical share certificates in registered form or book-entry securities in the CAVALI S.A. ICLV book-entry settlement system, also in registered form.

Furthermore, the Peruvian Corporate Law forbids publicly-held corporations, such as us, from including in their by-laws stipulations limiting the transfer of their shares or restraining their trading in other ways. In addition, pursuant to our by-laws, we cannot recognize a shareholders’ agreement that contemplates limitations, restrictions or preferential rights on the transfer of shares, even if such an agreement is recorded in our stock ledger ( matrícula de acciones ) or in CAVALI S.A. ICLV.

C.	Material Contracts

On December 31, 2007, we entered into a contract for the general management and provision of services with ASPI, pursuant to which we provide legal and corporate services to it. See “Item 7. Major Shareholders and Related Party Transactions—A. Related Party Transactions.”

On February 1, 2008, we entered into a surface rights agreement with Compañía Minera Ares S.A.C., pursuant to which we lease a plot of land adjacent to our headquarters to our affiliate, Compañía Minera Ares S.A.C., a subsidiary of Hochschild Mining plc. See “Item 7. Major Shareholders and Related Party Transactions—A. Related Party Transactions.”

On June 30, 2008, we entered into a property lease agreement with ASPI pursuant to which we lease part of our headquarters as office space to ASPI. See “Item 7. Major Shareholders and Related Party Transactions—A. Related Party Transactions.”

On June 3, 2010, we entered into a long-term electricity supply agreement with Electroperú, a government-owned company, which expires in July 2020, to serve the electricity requirements of our Pacasmayo facility. Electroperú has agreed to provide us with sufficient energy to operate our Pacasmayo facility at pre-determined maximum amounts during the term of the contract. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. purchase price index, the global price of oil, the local price of natural gas and the import price of bituminous coal. See “Item 4. Information on the Company—A. History and Development of the Company—Raw Materials and Energy Sources.”

On December 27, 2011, we entered into a secured loan with BBVA Banco Continental in the amount of S/.202.2 million (US$75 million) accruing interest at an annual rate of 6.37% for the first year, 6.64% for the second year and 7.01% for the following years, and maturing in December 2018. The loan is secured by our current collateral trust, which holds substantially all of our assets at our Pacasmayo facility and our Acumulación Tembladera quarry. This loan was paid in full in February 2013. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

On September 28, 2012, we entered into a supply agreement, later amended on February 21, 2013, with ThyssenKrupp Polysius and Loesche for US$113.4 million for the provision of key equipment for our new plant in Pirua, which is expected to have an annual production capacity of 1.6 million metric tons of cement and 1.0 million tons of clinker.

On February 8, 2013, we issued US$300,000,000 of our 4.50% Senior Notes due 2023, in our inaugural international bond offering, pursuant to an indenture. A portion of the proceeds were used to prepay amounts outstanding our secured loan agreement with BBVA Banco Continental, and the remaining proceeds will be used in capital expenditures incurred in connection with the construction and operation of the new Piura plant and our cement business. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

On September 26, 2013, we entered into a contract for the construction and electromechanical assembly services for the Piura plant with the consortium formed by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C. and JJC Schrader Camargo S.A.C. The first of these companies will be responsible for executing the civil works, while the other two companies will be in charge of the electromechanical assembly activities, within a 19-month period.

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D.	Exchange Controls

Since August 1990, there have been no exchange controls in Peru and all foreign exchange transactions are based on free market exchange rates. Prior to August 1990, the Peruvian foreign exchange market consisted of several alternative exchange rates. Additionally, during the 1990s, the Peruvian currency experienced a significant number of large devaluations, and Peru has consequently adopted, and operated under, various exchange rate control practices and exchange rate determination policies, ranging from strict control over exchange rates to market determination of rates. Current Peruvian regulations on foreign investment allow the foreign holders of equity shares of Peruvian companies to receive and repatriate 100 percent of the cash dividends distributed by such companies. Such investors are allowed to purchase foreign exchange at free market currency rates through any member of the Peruvian banking system and transfer such foreign currency outside Peru without restriction.

E.	Taxation

The following summary contains a description of certain Peruvian and United States federal income tax consequences of the acquisition, ownership and disposition of common shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase common shares or ADSs. The summary is based upon the tax laws of Peru and regulations thereunder and on the tax laws of the United States and regulations thereunder as in effect on the date hereof, which are subject to change.

Prospective holders of common shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of common shares or ADSs in their particular circumstances.

Peruvian Tax Considerations

The following are the principal tax consequences of ownership of common shares or ADSs by non-resident individuals or entities (“Non-Peruvian Holders”) as of the date hereof. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect the tax consequences to holders of common shares or ADSs and could alter or modify the conclusions set forth herein. This summary is not intended to be a comprehensive description of all the tax consequences of acquisition, ownership and disposition of common shares or ADSs and does not describe any tax consequences arising under the laws of any taxing jurisdiction other than Peru or applicable to a resident of Peru or to a person with a permanent establishment in Peru.

For purposes of Peruvian taxation:

•

individuals are residents of Peru, if they are Peruvian nationals who have established their principal place of residence in Peru or if they are foreign nationals with a permanence in Peru of 183 days in any 12-month period (the condition of Peruvian resident can only be acquired as of the 1st of January of the year following the fulfillment of residence conditions); and

•

legal entities are residents of Peru if they are established or incorporated in Peru.

Cash Dividends and Other Distributions

Cash dividends paid with respect to common shares and amounts distributed with respect to ADSs are currently subject to a Peruvian withholding income tax, at a rate of 4.1% of the dividend paid, when the dividend is paid to shareholders that are Non-Peruvian Holders. As a general rule, the distribution of additional common shares representing profits, distribution of shares which differ from the distribution of earnings or profits, as well as the distribution of preemptive rights with respect to common shares, which are carried out as part of a pro rata distribution to shareholders, will not be subject to Peruvian tax or withholding taxes.

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Capital Gains

Pursuant to Article 6 of the Peruvian income tax law, individuals and entities resident in Peru are subject to Peruvian income tax on their worldwide income while Non-Peruvian Holders are subject to Peruvian income tax on Peruvian source income only.

Peruvian income tax law provides that income derived from the disposal of securities issued by Peruvian entities is considered Peruvian source income and is therefore subject to income tax. Peruvian income tax law also provides that capital gains resulting from the disposal of ADSs that represent shares issued by Peruvian entities are considered Peruvian source income and therefore also subject to Peruvian income tax. Peruvian income tax law also provides that taxable income resulting from the disposal of securities is determined by the difference between the sale price of the securities at market value and the tax basis.

Notwithstanding the foregoing, capital gains resulting from the disposal of ADSs or beneficial interest in ADSs that represent shares issued by a Peruvian entity are not considered Peruvian source income as long as the ADSs issued by the foreign depositary are held in the name of a nominee and such ADSs are not transferred to a third party as a result of the disposal of the ADSs.

In the event ADSs are exchanged into common shares and such common shares are disposed of, capital gains resulting therefrom will be subject to an income tax rate of either 5% or 30%, depending on where the transaction takes place. If the transaction is consummated in Peru, the income tax rate is 5%; if the transaction is consummated outside of Peru, capital gains are taxed at a rate of 30%. Peruvian income tax law regulations have stated that transactions are deemed to be consummated in Peru if the common shares are transferred through the Lima Stock Exchange. In any given year, the first five tax units (approximately US$6,500) of capital gains derived from the transfer of securities by a Non-Peruvian Holder, who is also a natural person, are exempt from income tax. Any gain resulting from the conversion of ADSs into common shares or common shares into ADSs will not be subject to taxation in Peru.

Any Non-Peruvian Holder who acquires common shares will have the following tax basis: (i) for common shares purchased by the transferor, the acquisition price paid for the shares; (ii) for common shares received by the transferor as a result of a share capital increase because of a capitalization of net profits, the face or nominal value of such common shares; (iii) for other common shares received free of any payment, the stock market value of such shares if listed on the Lima Stock Exchange or, if not, the face or nominal value of such common shares and (iv) for common shares of the same type acquired at different opportunities and at different values, the tax basis will be the weighted average cost. In cases where common shares are sold by Non-Peruvian Holders outside the Lima Stock Exchange, the tax basis must be certified by the Peruvian tax administration prior to the time payment is made to the transferor; otherwise it would not be possible to deduct the tax basis and a 30% Peruvian income tax would apply to the total sale price. Under Peruvian income tax law, tax basis certification is granted by the tax authorities within 30 days from the date of the application (which application must contain supporting evidence with respect to the tax basis) is made by the transferor. If the tax authorities do not respond within such 30 day period, the tax basis presented for approval by the transferor is deemed automatically approved.

On December 31, 2010, Law No. 29645 was enacted and took effect from January 1, 2011. This law states that in transactions relating to Peruvian securities through the Lima Stock Exchange, CAVALI S.A. ICLV (the Peruvian clearing house) will act as withholding agent to the extent that such transactions are settled in cash through CAVALI’s account ( liquidación en efectivo ). The implementing regulations of Law No. 29645 enacted on July 9, 2011 provide that CAVALI began acting as a withholding agent as from November 1, 2011. As a result, while such regulations do not apply to securities transferred though the Lima Stock Exchange by a Non-Peruvian Holder, such transferor must still self-assess and pay its income tax liability directly to Peruvian tax authorities within the first 12 working days following the month in which Peruvian source income was earned. With respect to transactions of Peruvian securities conducted through the Lima Stock Exchange that are settled directly without CAVALI’s intervention ( liquidación directa ), Non-Peruvian Holders are required to self-assess and pay income taxes directly to the Peruvian tax authorities within the first 12 working days following the month in which income from a Peruvian source was earned. Finally, if the purchaser is resident in Peru and the sale is not performed through the Lima Stock Exchange, the purchaser will act as withholding agent.

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Other Considerations

No Peruvian estate or gift taxes are imposed on the gratuitous transfer of ADSs or common shares. No stamp, transfer or similar tax applies to any transfer of ADSs or common shares, except for commissions payable by seller and buyer to the Lima Stock Exchange (0.15% of value sold), fees payable to CONASEV (0.05% of value sold), brokers’ fees (about 0.05% to 1% of value sold) and Value Added Tax (at the rate of 18%) on commissions and fees. Any investor who sells its common shares on the Lima Stock Exchange will incur these fees and taxes upon purchase and sale of the common shares.

United States Federal Income Tax Considerations

The following are the material United States federal income tax consequences as of the date hereof to a United States Holder (as defined below) of the acquisition, ownership and disposition of our common shares and ADSs. Except where noted, this summary deals only with common shares and ADSs held as capital assets (generally, property held for investment). As used herein, the term “United States Holder” means a beneficial owner of common shares or ADSs that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our common shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

•

a person liable for alternative minimum tax;

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•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

•

a person whose “functional currency” is not the U.S. dollar.

The discussion below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. There is currently no income tax treaty between the United States and Peru that would provide for United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our common shares or ADSs, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common shares or ADSs, you should consult your tax advisors.

This summary does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the acquisition, ownership or disposition of our common shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

The gross amount of distributions on the ADSs or common shares (including amounts withheld to reflect Peruvian withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.

To the extent that the amount of any distribution (including amounts withheld to reflect Peruvian withholding taxes) exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or common shares, and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend. Such dividends (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A non-United States corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on common shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs, which are listed on the New York Stock Exchange, but not our common shares, are readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our common shares that are represented by ADSs, but not our common shares that are not so

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represented, will meet such conditions required for the reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate United States Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

The amount of any dividend paid in nuevos soles will equal the U.S. dollar value of the nuevos soles received, calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of the common shares, or by the depositary, in the case of ADSs, regardless of whether the nuevos soles are converted into U.S. dollars at that time. If the nuevos soles received as a dividend are converted into U.S. dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the nuevos soles received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the nuevos soles equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the nuevos soles will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations, Peruvian withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or common shares will be treated as foreign source income and will generally constitute passive category income. However, in certain circumstances, if you have held the ADSs or common shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for any Peruvian withholding taxes imposed on dividends paid on the ADSs or common shares. If you do not elect to claim a United States foreign tax credit, you may instead claim a deduction for Peruvian income tax withheld, but only for a taxable year in which you elect to do so with respect to all foreign income taxes paid or accrued in such taxable year. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of ADSs or common shares in an amount equal to the difference between the amount realized for the ADSs or common shares and your tax basis in the ADSs or common shares. Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate United States Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

If Peruvian income tax is withheld on the sale or other disposition of our ADSs or common shares, your amount realized will include the gross amount of the proceeds of that sale or other disposition before deduction of the Peruvian income tax. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, in the case of gain from the disposition of ADSs or common shares that is subject to Peruvian income tax, you may not be able to benefit from the foreign tax credit for that Peruvian income tax ( i.e. , because the gain from the disposition would be United States source), unless you can apply the credit (subject to applicable limitations) against United States federal income tax payable on other income from foreign sources. Alternatively, you may take a deduction for the Peruvian income tax if you do not take a credit for any foreign taxes paid or accrued during the taxable year. You are urged to consult your tax advisors regarding the tax consequences if Peruvian income tax is imposed on a disposition of ADSs or common shares, including the availability of the foreign tax credit under your particular circumstances.

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Passive Foreign Investment Company

We do not believe that we are, for United States federal income tax purposes, a passive foreign investment company (“PFIC”), and we expect to operate in such a manner so as not to become a PFIC. If, however, we are or become a PFIC, you could be subject to additional United States federal income taxes on gain recognized with respect to the ADSs or common shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us (as discussed above under “Taxation of Dividends”), if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or common shares and the proceeds from the sale, exchange or redemption of our ADSs or common shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of our ADSs or common shares. You should consult your own tax advisors concerning the overall tax consequences to you, including the consequences under laws other than United States federal income tax laws, of an investment in our ADSs or common shares.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We make our filings in electronic form under the EDGAR filing system of the SEC. Our filings are available through the EDGAR system at www.sec.gov. In addition, our filings are available to the public over our website www.cementospacasmayo.com.pe. Such filings and other information on our website are not incorporated by reference in this annual report. You may request a copy of this filing, and any other report, at no cost, by writing to us at the following address or telephoning us:

Investor Relations Department

Calle La Colonia 150,

Urbanización El Vivero, Surco,

Lima, Peru.

Tel.: + (511) 317-6000

E-mail: cbustamante@cpsaa.com.pe

I.	Subsidiary Information

See note 1 to our consolidated financial statements included in this annual report for a description of our subsidiaries.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a description of our market risks, see note 28 to our consolidated financial statements included in this annual report.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.	Debt Securities

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securities

Not applicable.

D.	American Depositary Shares

Fees and expenses

JPMorgan Chase Bank, N.A., as depositary, pursuant to our Deposit Agreement, dated as of February 7, 2012 (the “Deposit Agreement”), may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of common shares, issuances in respect of common share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADSs or American Depositary Receipts representing ADSs (“ADRs”) are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a common share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing common shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable:

•

a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

•

a fee of US$0.05 or less per ADS for any cash distribution made pursuant to the deposit agreement;

•

a fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

•

reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary’s agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the common shares or other deposited securities, the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

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•

a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were common shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

•

stock transfer or other taxes and other governmental charges;

•

cable and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of common shares;

•

transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities; and

•

expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses and exchange application and listing fees. The amounts of reimbursements available to us are not based upon the amounts of fees the depositary collects from investors. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing common shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting on their behalf. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

The Deposit Agreement is filed as Exhibit 2.2 to this annual report. We encourage you to review this document carefully if you are a holder of ADRs.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

108

ITEM 15. CONTROLS AND PROCEDURES

A.	Disclosure Controls and Procedures

As of the end of the period covered by this annual report, management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

B.	Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not necessarily prevent or detect some misstatements. It can only provide reasonable assurance regarding financial statement preparation and presentation. Also, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the polices or procedures may deteriorate over time.

Management assessed the effectiveness of its internal control over financial reporting for the year ended December 31, 2013. The assessment was based on criteria established in the framework “Internal Controls—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (COSO). Based on the assessment, our management has concluded that as of December 31, 2013, our internal control over financial reporting was effective.

The effectiveness of internal control over financial reporting as of December 31, 2013 has been audited by Medina, Zaldívar, Paredes & Asociados SCRL, member firm of Ernst & Young Global, an independent registered public accounting firm, as stated in their attestation report, which is included under “Item 15—Controls and Procedures—C. Attestation Report of Independent Registered Public Accounting Firm.”

C.	Attestation Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A.

We have audited Cementos Pacasmayo S.A.A.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). Cementos Pacasmayo S.A.A.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit

109

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Cementos Pacasmayo S.A.A. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated statements of financial position of Cementos Pacasmayo S.A.A. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2013 of Cementos Pacasmayo S.A.A. and subsidiaries and our report dated April 28, 2014, expressed an unqualified opinion thereon.

Lima, Perú,

April 28, 2014

Medina, Zaldívar, Paredes & Asociados

Countersigned by:

/s/ Marco Antonio Zaldívar

Marco Antonio Zaldívar

C.P.C.C. Register No. 12477

D.	Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Ms. Hilda Ochoa-Brillembourg, a member of the audit committee, is a “financial expert,” as such term is defined in the SEC rules. We have determined that Ms. Hilda Ochoa- Brillembourg and Mr. Rolando Arellano Cueva are independent under the standards of the New York Stock Exchange listing rules and Rule 10A-3 under the Exchange Act.

110

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics that applies to our directors, officers and employees. Our code of ethics is available on our website http://www.cementospacasmayo.com.pe. Information on our website is not incorporated by reference in this form.

If we make any substantive amendment to the code of ethics or if we grant any waivers, including any implicit waiver, from a provision of the code of ethics, we will disclose the nature of such amendment or waiver in a Form 6-K or in our next Form 20-F to be filed with the SEC. During the year ended December 31, 2013, no such amendment was made or waiver granted.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

The following table presents the aggregate fees for professional services and other services rendered by our independent auditors, Medina, Zaldívar, Paredes & Asociados SCRL, member firm of Ernst & Young Global, responsible for auditing the annual consolidated financial statements included in the annual report, during the fiscal years ended December 31, 2013 and 2012.


	Year Ended December 31,
(in thousands of S/.)	2013		2012
Audit fees		1,533		1,609
Audit-related fees		—		210
Tax fees		259		315
All other fees		—		1,893

Total fees		1,792		4,027

Audit fees in the above table are the aggregate fees billed and billable by our independent auditors in connection with the audit of the Company’s annual consolidated financial statements and review of the Company’s quarterly financial information.

Tax fees in the above table are fees billed relating to tax compliance services.

Our audit committee is responsible for the oversight of the independent auditors and has established pre-approval procedures for the engagement of its independent registered public accounting firm for audit and non-audit services. Such services can only be contracted if they are approved by the audit committee, they comply with the restriction provided under applicable rules and they do not jeopardize the independence of our auditors.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

111

ITEM 16G. CORPORATE GOVERNANCE

We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. There are significant differences in the Peruvian corporate governance practices as compared to those followed by United States domestic companies under the New York Stock Exchange’s listing standards.

The New York Stock Exchange listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company”. Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors.

The listing standards for the New York Stock Exchange also require that U.S. listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors.

The New York Stock Exchange’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In November 2013, the Peruvian Securities Commission and a committee comprised of regulatory agencies and associations prepared and published a list of suggested non-mandatory corporate governance guidelines called the “Good Corporate Governance Code for Peruvian Companies.” These principles are disclosed on the Peruvian Securities Commission web page http:// http://www.smv.gob.pe/ and the Lima Stock Exchange web page http://www.bvl.com.pe. Although we have implemented a number of these measures and have been selected to form part of the Best Corporate Governance Practices Index of the Lima Stock Exchange, we are not required to comply with the referred corporate governance guidelines by law or regulation, only to disclose whether or not we are in compliance.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

See our consolidated financial statements beginning at page F-1. Our financial statements have been prepared in accordance with IFRS as issued by the IASB.

112

ITEM 19. EXHIBITS


Exhibit Number		Description of Document

1.1		By-laws of the Registrant, as currently in effect

2.1		Registrant’s Form of American Depositary Receipt, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 filed with the SEC on January 6, 2012 (File No. 333-178922)

2.2		Deposit Agreement dated January 19, 2012 among the Registrant, J.P. Morgan Chase N.A., as depositary, and the holders from time to time of American depositary shares issued thereunder, incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F-1 filed with the SEC on January 6, 2012 (File No. 333-178922)

2.3		Indenture, dated as of February 8, 2013, among the Registrant, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas

4.1		Power Supply Agreement, dated June 3, 2010, between the Registrant and Electroperú S.A., incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2012 (File No. 001-35401)

4.2		Contract of General Management and Provision of Services, dated December 31, 2007, between the Registrant and Inversiones ASPI S.A. (formerly Inversiones Pacasmayo S.A.), incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2012 (File No. 001-35401)

4.3		Property Lease Agreement, dated June 30, 2008, between the Registrant and Inversiones ASPI S.A. (formerly Inversiones Pacasmayo S.A.), incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2012 (File No. 001-35401)

4.4		Surface Rights Agreement, dated February 1, 2008, between the Registrant and Compañía Minera Ares S.A.C., incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2012 (File No. 001-35401

4.5		Equipment Supply Contract, dated September 28, 2012 between the Registrant and Loesche GmbH, incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2013 (File No. 001-35401)

4.6		Equipment Supply Contract, dated September 28, 2012 between the Registrant and Thyssenkrupp Polysius AG and Polysius Do Brasil Ltda., incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2013 (File No. 001-35401)

4.7		Addendum 1 to the Equipment Supply Contract between the Registrant and Thyssenkrupp Polysius AG and Polysius Do Brasil Ltda. dated February 21, 2013, incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2013 (File No. 001-35401)

4.8		Steel Structure Supply Contract, dated September 28, 2012 between the Registrant and Polysius Ingenieria y Servicios del Perú S.A., incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 30, 2013 (File No. 001-35401)

4.9		Construction Contract (Civil works and Electro-mechanical setup), dated September 16, 2013 between the Registrant and Consorcio Cementos Piura (English summary)

8.1		List of Subsidiaries

12.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1*		Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer

113



13.2*		Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer

This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

114

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F on its behalf.


CEMENTOS PACASMAYO S.A.A.

By:		/s/ Humberto Nadal Del Carpio
Name:		Humberto Nadal Del Carpio
Title:		Chief Executive Officer

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Chief Financial Officer

Date: April 30, 2014

115

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated financial statements as of December 31, 2013 and 2012 together with the Report of the Independent Registered Public Accounting Firm

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated financial statements as of December 31, 2013 and 2012 together with the Report of the Independent Registered Public Accounting Firm

Content


Report of the Independent Registered Public Accounting Firm

Consolidated financial statements

Consolidated statements of financial position			F-1

Consolidated statements of profit or loss			F-2

Consolidated statements of other comprehensive income			F-3

Consolidated statements of changes in equity			F-4

Consolidated statements of cash flows			F-6

Notes to the consolidated financial statements			F-8

Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Cementos Pacasmayo S.A.A.

We have audited the accompanying consolidated statements of financial position of Cementos Pacasmayo S.A.A. and subsidiaries (together the “Group”) as of December 31, 2013 and 2012, and the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the consolidated financial position of Cementos Pacasmayo S.A.A. and subsidiaries as of December 31, 2013 and 2012 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

Report of the Independent Registered Public Accounting Firm (continued)

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cementos Pacasmayo S.A.A.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated April 28, 2014 expressed an unqualified opinion thereon.

Lima, Peru,

April 28, 2014

Medina, Zaldívar, Paredes & Asociados

Signed by:

/s/ Marco Antonio Zaldívar

Marco Antonio Zaldívar

C.P.C.C. Register No.12477

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of financial position

As of December 31, 2013 and 2012


	Note	2013		2012
		S/.(000)		S/.(000)
Assets
Current assets
Cash and term deposits	6		976,952		473,785
Trade and other receivables	7		68,542		69,395
Income tax prepayments			27,679		21,464
Inventories	8		334,471		278,149
Prepayments			11,727		10,616

			1,419,371		853,409

Non-current assets
Other receivables	7		46,292		36,110
Available-for-sale financial investments	9		36,058		34,887
Property, plant and equipment	10		1,537,111		1,394,835
Exploration and evaluation assets	11		59,330		49,486
Deferred income tax assets	15		15,155		13,438
Other assets			1,220		1,159

			1,695,166		1,529,915

Total assets			3,114,537		2,383,324

Liabilities and equity
Current liabilities
Trade and other payables	12		126,897		132,764
Interest-bearing loans and borrowings	14		—		22,884
Income tax payable			2,780		75
Provisions	13		27,984		24,029

			157,661		179,752

Non-current liabilities
Interest-bearing loans and borrowings	14		824,022		192,571
Other non-current provisions	13		20,497		16,578
Deferred income tax liabilities, net	15		102,887		100,308

			947,406		309,457

Total liabilities			1,105,067		489,209

Equity	16
Capital stock			531,461		531,461
Investment shares			50,503		50,503
Additional paid-in capital			556,294		558,478
Legal reserve			119,833		105,221
Other components of equity			19,045		16,711
Retained earnings			653,704		570,878

Equity attributable to equity holders of the parent			1,930,840		1,833,252
Non-controlling interests			78,630		60,863

Total equity			2,009,470		1,894,115

Total liabilities and equity			3,114,537		2,383,324

The accompanying notes are an integral part of these consolidated financial statements.

F-1

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of profit or loss

For the years ended December 31, 2013, 2012 and 2011


	Note	2013			2012			2011
		S/.(000)			S/.(000)			S/.(000)
Sales of goods	17		1,239,688			1,169,808			994,970
Cost of sales	18		(716,239	)		(713,058	)		(569,515	)

Gross profit			523,449			456,750			425,455


Operating income (expenses)
Administrative expenses	19		(208,915	)		(203,067	)		(196,196	)
Selling and distribution expenses	20		(29,817	)		(30,865	)		(23,707	)
Other operating income, net	22		8,281			7,706			9,338
Impairment of zinc mining assets	10(b)		—			—			(95,994	)

Total operating expenses, net			(230,451	)		(226,226	)		(306,559	)

Operating profit			292,998			230,524			118,896


Other income (expenses)
Finance income	23		27,213			23,326			2,695
Finance costs	24		(37,103	)		(23,771	)		(19,219	)
(Loss) gain from exchange difference, net	5		(48,430	)		(736	)		1,476

Total other expenses, net			(58,320	)		(1,181	)		(15,048	)

Profit before income tax			234,678			229,343			103,848

Income tax expense	15		(82,395	)		(73,743	)		(38,379	)


Profit for the year			152,283			155,600			65,469


Attributable to:
Equity holders of the parent			155,634			159,005			67,694
Non-controlling interests			(3,351	)		(3,405	)		(2,225	)

			152,283			155,600			65,469

Earnings per share	26
Basic and diluted, profit for the year attributable to equity holders of common shares and investment shares of the parent (S/. per share)			0.27			0.28			0.14

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of other comprehensive income

For the years ended December 31, 2013, 2012 and 2011


	Note	2013			2012			2011
		S/.(000)			S/.(000)			S/.(000)

Profit for the year			152,283			155,600			65,469


Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Change in fair value of available-for-sale financial investments	9(a)		1,171			12,813			(8,739	)
Deferred income tax related to component of other comprehensive income	15		(352	)		(3,844	)		2,622
Exchange differences on translation of foreign currency			—			(321	)		(274	)
Transfer to profit or loss of cumulative exchange differences on translation of foreign currency, Note 2.3.3			1,591			—			—


Other comprehensive income for the year, net of income tax			2,410			8,648			(6,391	)


Total comprehensive income for the year, net of income tax			154,693			164,248			59,078


Total comprehensive income attributable to:
Equity holders of the parent			157,968			167,687			61,332
Non-controlling interests			(3,275	)		(3,439	)		(2,254	)

			154,693			164,248			59,078

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of changes in equity

For the years ended December 31, 2013, 2012 and 2011


	Attributable to equity holders of the parent
	Capital stock		Investment shares		Additional paid- in capital			Legal reserve		Unrealized gain on available-for-sale investments			Foreign currency translation reserve			Retained earnings			Total			Non-controlling interests			Total equity
	S/.(000)		S/.(000)		S/.(000)			S/.(000)		S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)
Balance as of January 1, 2011		418,777		49,575		—			74,145		15,374			(983	)		435,668			992,556			739			993,295
Profit for the year		—		—		—			—		—			—			67,694			67,694			(2,225	)		65,469
Other comprehensive income		—		—		—			—		(6,117	)		(245	)		—			(6,362	)		(29	)		(6,391	)

Total comprehensive income		—		—		—			—		(6,117	)		(245	)		67,694			61,332			(2,254	)		59,078

Dividends, note 16 (h)		—		—		—			—		—			—			(91,000	)		(91,000	)		—			(91,000	)
Incorporation of non-controlling interests, note 1		—		—		—			—		—			—			77,665			77,665			34,547			112,212
Appropriation of legal reserve, note 16 (e)		—		—		—			16,306		—			—			(16,306	)		—			—			—


Balance as of December 31, 2011		418,777		49,575		—			90,451		9,257			(1,228	)		473,721			1,040,553			33,032			1,073,585
Profit for the year		—		—		—			—		—			—			159,005			159,005			(3,405	)		155,600
Other comprehensive income		—		—		—			—		8,969			(287	)		—			8,682			(34	)		8,648

Total comprehensive income		—		—		—			—		8,969			(287	)		159,005			167,687			(3,439	)		164,248

Proceeds from the issue of common and investment shares, note 16 (a) y (b)		111,484		928		561,191			—		—			—			—			673,603			—			673,603
Appropriation of legal reserve, note 16(e)		—		—		—			14,770		—			—			(14,770	)		—			—			—
Dividends, note 16 (h)		—		—		—			—		—			—			(52,000	)		(52,000	)		—			(52,000	)
Contribution of non-controlling interests, note 16(i)		—		—		—			—		—			—			—			—			28,557			28,557
Sale of treasury shares, note 16 (c)		1,200		—		—			—		—			—			4,922			6,122			—			6,122
Other adjustments of non-controlling interests, note 16(i)		—		—		(2,713	)		—		—			—			—			(2,713	)		2,713			—

F-4

Consolidated statements of changes in equity (continued)


	Attributable to equity holders of the parent
	Capital stock		Investment shares		Additional paid- in capital			Legal reserve		Unrealized gain on available-for-sale investments		Foreign currency translation reserve			Retained earnings			Total			Non-controlling interests			Total equity
	S/.(000)		S/.(000)		S/.(000)			S/.(000)		S/.(000)		S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)
Balance as of December 31, 2012		531,461		50,503		558,478			105,221		18,226		(1,515	)		570,878			1,833,252			60,863			1,894,115
Profit for the year		—		—		—			—		—		—			155,634			155,634			(3,351	)		152,283
Other comprehensive income		—		—		—			—		819		1,515			—			2,334			76			2,410

Total comprehensive income		—		—		—			—		819		1,515			155,634			157,968			(3,275	)		154,693

Refund of capital in subsidiary to non-controlling interests, note 22 (a)		—		—		—			—		—		—			—			—			(1,024	)		(1,024	)
Appropriation of legal reserve, note 16(e)		—		—		—			14,612		—		—			(14,612	)		—			—			—
Dividends, note 16 (h)		—		—		—			—		—		—			(58,196	)		(58,196	)		—			(58,196	)
Contribution of non-controlling interests, note 16(i)		—		—		—			—		—		—			—			—			19,882			19,882
Other adjustments of non-controlling interests, note 16(i)		—		—		(2,184	)		—		—		—			—			(2,184	)		2,184			—


Balance as of December 31, 2013		531,461		50,503		556,294			119,833		19,045		—			653,704			1,930,840			78,630			2,009,470

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Cementos Pacasmayo S.A.A. and Subsidiaries

Consolidated statements of cash flows

For the years ended December 31, 2013, 2012 and 2011


	2013			2012			2011
	S/.(000)			S/.(000)			S/.(000)
Operating activities
Profit before income tax		234,678			229,343			103,848
Non-cash adjustments to reconcile profit before income tax to net cash flows
Depreciation and amortization		55,871			47,954			47,633
Unrealized exchange difference related to monetary transactions		48,486			—			—
Finance costs		37,103			23,771			19,219
Long-term incentive plan		6,701			5,529			6,000
Adjustment as a result of physical inventories		3,360			(4,107	)		—
Net loss (gain) on disposal of property, plant and equipment		2,555			(3,901	)		—
Amortization of costs of issuance of senior notes		1,493			—			—
Unwinding of discount of long-term incentive plan		475			140			—
Estimation of impairment of trade and other accounts receivables		227			105			—
Finance income		(27,213	)		(23,326	)		(2,695	)
Recovery (provision) of impairment of inventories, net		(2,192	)		3,278			—
Change in the estimate of rehabilitation costs		(1,068	)		—			—
Impairment of zinc mining assets		—			—			95,994
Write-off of exploration and evaluation costs		—			2,447			—
Other operating, net		(1,405	)		(311	)		1,666

Working capital adjustments
(Increase) decrease in trade and other receivables		(19,993	)		17,224			(20,496	)
(Increase) decrease in prepayments		(1,111	)		1,013			(620	)
Increase in inventories		(57,490	)		(71,218	)		(45,786	)
(Decrease) increase in trade and other payables		(20,277	)		2,411			25,929

		260,200			230,352			230,692

Interests received		37,650			7,514			2,695
Interests paid		(20,704	)		(26,412	)		(19,059	)
Income tax paid		(85,392	)		(111,723	)		(81,990	)


Net cash flows from operating activities		191,754			99,731			132,338

F-6

Consolidated statement of cash flows (continued)


	2013			2012			2011
	S/.(000)			S/.(000)			S/.(000)
Investing activities
Decrease in time deposits with original maturities greater than 90 days		1,065,950			—			—
Increase in time deposits with original maturities greater than 90 days		(662,000	)		(403,950	)		—
Purchase of property, plant and equipment		(200,599	)		(248,194	)		(240,598	)
Purchase of exploration and evaluation assets		(9,844	)		(22,038	)		(617	)
Proceeds from sale of property, plant and equipment		1,161			6,828			2,053
Purchase of other assets		(151	)		—			—

Net cash flows from (used in) investing activities		194,517			(667,354	)		(239,162	)


Financing activities
Proceeds from issuance of senior notes, net of related issuance costs		762,067			—			—
Proceeds from bank overdraft and borrowings		19,914			13,255			403,013
Contribution of non-controlling interests		19,882			28,557			4,779
Payment of borrowings		(202,200	)		(388,394	)		(119,674	)
Dividends paid		(58,093	)		(52,016	)		(90,761	)
Payment of bank overdraft		(33,169	)		—			—
Refund of capital in subsidiary to non-controlling interests		(1,024	)		—			—
Proceeds from issuance of common and investment shares		—			666,180			—
Proceeds from sale of treasury shares		—			6,122			—
Proceeds from incorporation of non-controlling interests		—			—			118,630

Net cash flows from financing activities		507,377			273,704			315,987


Net increase (decrease) in cash and cash equivalents		893,648			(293,919	)		209,163
Net foreign exchange difference		13,469			475			(377	)
Cash and cash equivalents as of January 1		69,835			363,279			154,493

Cash and cash equivalents as of December 31		976,952			69,835			363,279

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Cementos Pacasmayo S.A.A. and Subsidiaries

Notes to the consolidated financial statements

As of December 31, 2013, 2012 and 2011

1.	Corporate information

Cementos Pacasmayo S.A.A. (hereinafter “the Company”) was incorporated in 1957 and, under the Peruvian General Corporation Law, is an open stock corporation with publicly traded shares. The Company is a subsidiary of Inversiones ASPI S.A. (previously known as Inversiones Pacasmayo S.A. hereinafter “the Parent”), which holds 50.94% of the Company’s common and investment shares and 52.63% of its common shares as of December 31, 2013 and 2012. The registered office is located at Calle La Colonia No.150, Urbanizacion El Vivero, Santiago de Surco, Lima, Peru.

The Company’s main activity is the production and marketing of cement, blocks, concrete and quicklime in La Libertad region, in the North of Peru.

The consolidated financial statements of the Company and its subsidiaries (hereinafter “the Group”) for the year ended December 31, 2013 were authorized for issue by the Management of the Company on February 13, 2014. The consolidated financial statements as of December 31, 2012 and for the year ended that date were finally approved by the General Shareholders’ Meeting on March 26, 2013.

As of December 31, 2013, the consolidated financial statements comprise the financial statements of the Company and its subsidiaries: Cementos Selva S.A. and subsidiaries, Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmisión Guadalupe S.A.C., Fosfatos del Pacífico S.A., Salmueras Sudamericanas S.A. and Calizas del Norte S.A.C.

The main activities of the subsidiaries incorporated in the consolidated financial statements are described as follows:

•

Cementos Selva S.A. is engaged in production and marketing of cement and other construction materials in the northeast region of Peru. Also, it holds shares in Dinoselva Iquitos S.A.C. (a cement and construction materials distributor in the north of Peru) and in Acuícola Los Paiches S.A.C. (a fish farm entity).

•

Distribuidora Norte Pacasmayo S.R.L. is mainly engaged in selling cement produced by the Company. Additionally, it produces and sells blocks, cement bricks and ready-mix concrete.

•

Empresa de Transmision Guadalupe S.A.C. is mainly engaged in providing energy transmission services to the Company.

•

Fosfatos del Pacifico S.A., hereinafter “Fosfatos”, is mainly engaged in the exploration of phosphate rock deposits and the production of diatomite. At the Board of Directors’ Meeting held on December 21, 2011, the Company agreed to sell 30% of the shares of this subsidiary to MCA Phosphates Pte. Ltd., hereinafter “MCA” (subsidiary of Mitsubishi Corporation, hereinafter “Mitsubishi”) for an aggregate purchase price of approximately US$46,100,000. As a consequence of this transaction, the Group recognized a gain directly in equity, net of tax, commissions and other minor related costs for S/.77,665,000. In relation to this sale of shares, on December 29, 2011, Mitsubishi entered into an off-take agreement to purchase the future production of phosphate rock from this subsidiary. The off-take agreement has a term of 20 years, with an option for Mitsubishi to extend the term for an additional 5 years upon expiration, see note 27. Additionally, the Company and MCA signed a shareholders’ agreement including some clauses relating to “super-majority decisions” that need to be agreed between these parties and a call option and put option to be exercised by the Company and MCA, specifically in any deadlock or unexpected event defined in such agreement, see note 27.

F-8

Notes to the consolidated financial statements (continued)

•

Salmueras Sudamericanas S.A. (“Salmueras”) was incorporated in 2011 as a result of the spin-off of the assets and liabilities of the brine project located in the northern region of Peru. As a result of this spin-off and certain contributions made by Quimpac S.A., a minority partner in the brine project, the Company owns 74.9% of the outstanding shares of Salmueras, and Quimpac S.A. owns the remaining 25.1%. In order to develop this project the Company signed a shareholder’s agreement with Quimpac S.A. including some minority protective rights. The Company also has committed to invest US$100,000,000, see note 27. The contributions made by Quimpac S.A. at the incorporation of this subsidiary amounted to S/.4,779,000.

•

Calizas del Norte S.A.C. was incorporated in November 22, 2013. This subsidiary was created through a capital contribution of S/.5,000,000 to be engaged in the mining activities of prospecting, exploration, marketing and transportation operations of other goods.

As explained above, as of December 31, 2013 and 2012, the Company has 100% interest in all its subsidiaries, except the following listed below:


Subsidiary			%

Salmueras Sudamericanas S.A.			74.90
Fosfatos del Pacífico S.A.			70.00

F-9

Notes to the consolidated financial statements (continued)

The table presented below shows the summary of the main captions of the audited financial statements of the subsidiaries controlled by the Group as of December 31, 2013, 2012 and 2011:


	Assets				Liabilities				Net equity						Net income (loss)
Entity	2013		2012		2013		2012		2013		2012		2011		2013			2012			2011
	S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)			S/.(000)			S/.(000)

Cementos Selva S.A. and Subsidiaries		279,166		252,826		113,139		119,580		166,027		133,246		172,167		12,326			6,179			17,415

Fosfatos del Pacífico S.A.		233,756		175,613		5,689		5,257		228,067		170,356		92,440		(7,495	)		(9,588	)		(6,882	)

Distribuidora Norte Pacasmayo S.R.L.		215,823		196,708		115,671		101,871		100,152		94,837		86,762		5,314			10,721			9,600

Empresa de Transmision Guadalupe S.A.C.		46,712		19,226		841		1,130		45,871		18,096		17,234		1,315			862			659

Salmueras Sudamericanas S.A.		45,792		39,490		5,116		4,692		40,676		34,798		18,514		(4,122	)		(3,716	)		(527	)

Calizas del Norte S.A.C.		5,000		—		—		—		5,000		—		—		—			—			—

Zemex LLC		—		9,731		—		—		—		9,731		7,063		(657	)		3,859			(553	)

Issuance of senior notes -

The General Shareholders’ Meeting held on January 7, 2013, approved that the Company complete a financing transaction. In this connection, the Board of Directors’ Meeting held on January 24, 2013, agreed to issue Senior Notes through a private offering under Rule 144A and Regulation S of the U.S. Securities Act of 1933. Also it was agreed that these securities would be listed on the Irish Stock Exchange. Consequently, on February 1, 2013, the Company issued US$300,000,000 of Senior Bonds, with an annual interest rate of 4.50%, and maturity in 2023, obtaining total net proceeds of US$293,646,000 (S/.762,067,000). The Company has used part of the net proceeds from the offering to prepay certain of its existing debt and the difference for capital expenditures incurred in connection with its cement business. The Senior Notes are guaranteed by the following Company’s subsidiaries: Cementos Selva S.A., Distribuidora Norte Pacasmayo S.R.L., Empresa de Transmision Guadalupe S.A.C. and Dinoselva Iquitos S.A.C. See note 14 for further details.

F-10

Notes to the consolidated financial statements (continued)

2.	Summary of significant accounting policies -

2.1

Basis of preparation -

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared on a historical cost basis, except for available-for-sale financial investments and the call option that have been measured at fair value. The consolidated financial statements are presented in Nuevos Soles and all values are rounded to the nearest thousand (S/.000), except when otherwise indicated.

The consolidated financial statements provided comparative information in respect of the previous period, except of certain standards and amendments applied for the first time by the Group during 2013 that not required restatement of previous financial statements, explained in Note 2.3.19.

2.2

Basis of consolidation -

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of December 31, 2013 and 2012. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if it has: i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), ii) exposure, or rights, to variable returns from its involvement with the investee, and iii) the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: i) the contractual arrangement with the other vote holders of the investee, ii) rights arising from other contractual arrangements, iii) the Group’s voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee it facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

2.3

Summary of significant accounting policies -

2.3.1

Cash and cash equivalents -

F-11

Notes to the consolidated financial statements (continued)

Cash and cash equivalents presented in the statements of cash flows comprise cash at banks and on hand and term deposits with original maturity of three months or less.

2.3.2.

Financial instruments-initial recognition and subsequent measurement –

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument to another entity.

(i)

Financial assets -

Initial recognition and measurement -

Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial assets are recognized initially at fair value plus, in the case of assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial assets.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

The Group’s financial assets include cash and term deposits, trade and other receivables, call options, and available-for-sale financial investments.

Subsequent measurement -

For purpose of subsequent measurement of financial assets are classified in four categories:

Financial assets at fair value through profit or loss -

Financial assets at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39. Financial assets at fair value through profit and loss are carried in the consolidated statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income of finance income (positive net changes in fair value) in the consolidated statement of profit or loss.

The Group has not designated any financial assets upon initial recognition as at fair value through profit or loss as of December 31, 2013 and 2012.

Loans and receivables -

This category is the most relevant to the Group. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost

F-12

Notes to the consolidated financial statements (continued)

using the effective interest rate method (EIR), less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the consolidated statement of profit or loss. The losses arising from impairment are recognized in the consolidated statement of profit or loss in finance costs for loans and in selling and distribution expenses for receivables.

This category applies to cash and term deposits, trade and other receivables. For more information on receivables, refer to Note 7.

Held-to-maturity investments -

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Group has the positive intention and ability to hold them to maturity. After initial measurement, held-to-maturity investments are measured at amortized cost using the EIR, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance income in the consolidated statement of profit or loss. The losses arising from impairment are recognized in the consolidated statement of profit or loss as finance costs.

The Group did not have any held-to-maturity investments during the years ended as of December 31, 2013 and 2012.

Available-for-sale (AFS) financial investments -

AFS financial investments include equity and debt securities. Equity investments classified as AFS are those that are neither classified as held for trading nor designated at fair value through profit or loss.

After initial measurement, AFS financial investments are subsequently measured at fair value with unrealized gains or losses recognized in OCI and credited in the unrealized gain on available-for-sale investments until investment is derecognized, at which time the cumulative gain or loss is recognized in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the AFS reserve to the consolidated statement of profit or loss in finance costs. Interest earned whilst holding AFS financial investments is reported as interest income using EIR method.

The Group evaluates whether the ability and intention to sell its AFS financial assets in the near term is still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets, the Group may elect to reclassify these financial assets if the management has the ability and intention to hold the assets for foreseeable future or until maturity.

The Group has classified equity securities as available-for-sale financial investments as of December 31, 2013 and 2012.

Derecognition -

F-13

Notes to the consolidated financial statements (continued)

A financial asset is primarily derecognized when:

(i)

The rights to receive cash flow from such asset have expired; or

(ii)

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all of the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and do what the extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

(ii)

Impairment of financial assets -

The Group assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as economic conditions that correlate with defaults.

Financial assets carried at amortized cost

For financial assets carried at amortized cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial assets, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

F-14

Notes to the consolidated financial statements (continued)

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the consolidated statement of profit or loss. Interest income (recorded as finance income in the consolidated statement of profit or loss) continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If write-off is later recovered, the recovery is credited to finance costs in the consolidated statement of profit or loss.

Available-for-sale (AFS) financial investments

For AFS financial investments, the Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as AFS, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. “significant” is evaluated against the original cost of the investment and “prolonged” against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in the consolidated statement of profit or loss – is removed from OCI and recognized in the consolidated statement of profit or loss. Impairment losses on equity investment are not reversed through profit or loss; increases in their fair value after impairment are recognized in OCI.

(iii)

Financial liabilities -

Initial recognition and measurement -

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and interest-bearing loans and borrowings, including bank overdrafts.

Subsequent measurement -

F-15

Notes to the consolidated financial statements (continued)

The measurement of financial liabilities depends on their classification, as follows:

Financial liabilities at fair value through profit or loss -

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, derivatives and financial liabilities designated upon initial recognition as at fair value through profit or loss.

The Group has not any financial liability classified as at fair value through profit or loss as of December 31, 2013 and 2012.

Loans and borrowings -

This is the category most relevant to the Group. After their initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and loss are recognized in the consolidated statement of profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the consolidated statement of profit or loss.

This category includes trade and other payables and interest-bearing loans and borrowings. For more information refer Note 12 and 14.

Derecognition -

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another one from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amount is recognized in the consolidated statement of profit or loss.

(iv)

Offsetting of financial instruments -

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

(v)

Fair value measurement –

The Group measures available-for-sale investments at fair value at each statement of financial position date. Also, fair values of financial instruments measured at amortized cost are disclosed in Note 29.

F-16

Notes to the consolidated financial statements (continued)

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

•

In the principal market for the asset or liability, or

•

In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

F-17

Notes to the consolidated financial statements (continued)

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

•

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

•

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group’s financial management determines the policies and procedures for both recurring fair value measurement, such as unquoted AFS financial assets, and for non-recurring measurement.

At each reporting date, the financial management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the financial management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Management also compares each the changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

(vi)

Put and call options over non-controlling interests

Call options

The call option is a financial asset initially recognized at its fair value, with any subsequent changes in its fair value recognized in profit or loss. The exercise price of the call option are at the higher of fair value or book value of the shares, consequently, the Company concluded that the fair value of this option would not be significant.

F-18

Notes to the consolidated financial statements (continued)

Put options

Put options granted to non-controlling interests with exercise contingencies that are under the control of the Company, do not give rise to a financial liability. The contingencies that would trigger exercisability of the deadlock put/call are based on events under the Company’s control and therefore do not represent a financial liability.

2.3.3

Foreign currency translation -

The Group’s consolidated financial statements are presented in Nuevos Soles, which is also the parent company’s functional currency. Each subsidiary determines its own functional currency and items included in financial statements of each subsidiary are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as of the dates of the initial transactions.

Translation differences from foreign subsidiaries -

The financial statements of the subsidiary Zemex LLC were expressed in United States dollars (its functional currency). On consolidation, the assets and liabilities of this subsidiary were translated into nuevos soles at the rate of exchange prevailing at the reporting date and their profit or loss were translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in other comprehensive income. This foreign operation was disposed in 2013, consequently, the component of other comprehensive income relating to that particular foreign operation was recycled to profit or loss in 2013.

2.3.4

Inventories -

Inventories are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present location and conditions are accounted for as follows:

Raw materials

•

Purchase cost determined using the weighted average method.

Finished goods and work in progress

•

Cost of direct materials and supplies, services provided by third parties, direct labor and a proportion of manufacturing overheads based on normal operating capacity, excluding borrowing costs and exchange currency differences.

Inventory in transit

•

Purchase cost.

F-19

Notes to the consolidated financial statements (continued)

Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and the estimated costs necessary to make the sale.

2.3.5

Borrowing costs -

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred. Where surplus funds are available for a short term out of money borrowed specifically to finance a project, the income generated from the temporary investment of such amounts is also capitalized and deducted from the total capitalized borrowing cost. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the period. All other borrowing costs are recognized in the consolidated statement of profit or loss in the period in which they are incurred.

2.3.6

Leases -

The determination of whether an agreement is, or contains, a finance lease is based on the substance of the arrangement at the inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or the arrangement conveys a right to use the asset, even it that right is not explicitly specified in an arrangement.

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased asset, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between financial charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statement of profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an operating expense in the consolidated statement of profit or loss on a straight-line basis over the lease term.

F-20

Notes to the consolidated financial statements (continued)

2.3.7

Property, plant and equipment -

Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes the cost of replacing component parts of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. The capitalized value of a finance lease is also included within property, plant and equipment. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciated them accordingly. Likewise, when major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Refer to significant accounting judgments, estimates and assumptions (Note 2.3.13) and provisions (Note 13) for further information about the recorded decommissioning provision.

Depreciation of assets is determined using the straight-line method over the estimated useful lives of such assets as follows:


		Years
Buildings and other constructions:
Administrative facilities		Between 35 and 48
Main production structures		Between 30 and 49
Minor production structures		Between 20 and 35
Machinery and equipment:
Mills and horizontal furnaces		Between 42 and 49
Vertical furnaces, crushers and grinders		Between 23 and 36
Electricity facilities and other minors		Between 12 and 35
Furniture and fixtures		10
Transportation units:
Heavy units		Between 11 and 21
Light units		Between 8 and 11
Computer equipment		4
Tools		Between 5 and 10

The asset’s residual value, useful lives and methods of depreciation are reviewed at each reporting period, and adjusted prospectively if appropriate.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement or profit or loss when the asset is derecognized.

F-21

Notes to the consolidated financial statements (continued)

2.3.8

Mining concessions -

Mining concessions correspond to the exploration rights in areas of interest acquired. Mining concessions are stated at cost, net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. Those mining concessions are amortized starting from the production phase following the units-of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mining concessions takes into account expenditures incurred to the date of the calculation. In the event the Group abandons the concession, the costs associated are written-off in the consolidated statement of profit or loss.

As of December 31, 2013 and 2012, no amortization under units-of-production method was determined since the mining concessions of the Group are not yet on production phase.

2.3.9

Mine development costs and stripping costs

Mine development costs

Mine development costs incurred are stated at cost and are the next step in development of mining projects after exploration and evaluation stage. Mine development costs are, upon commencement of the production phase, presented net of accumulated amortization and/or accumulated impairment losses, if any, and are presented within the property, plant and equipment caption. The amortization is calculated using the unit of-production method based on proved reserves to which they relate. The unit-of-production rate for the amortization of mine development costs takes into account expenditures incurred to the date of the calculation. Expenditures that increase significantly the economic reserves in the mining unit under exploitation are capitalized.

As of December 31, 2013 and 2012, no amortization under units-of-production method was determined since the projects of the Group are not yet on production phase.

Stripping costs

Stripping costs incurred in the development of a mine before production commences are capitalized as part of mine development costs and subsequently amortized over the life of the mine on a units-of-production basis, using the proved reserves.

Stripping costs incurred subsequently during the production phase of its operation are recorded as part of cost of production.

2.3.10

Exploration and evaluation assets -

•

Researching and analyzing historical exploration data.

•

Gathering exploration data through geophysical studies.

•

Exploratory drilling and sampling.

•

Determining and examining the volume and grade of the resource.

•

Surveying transportation and infrastructure requirements.

•

Conducting market and finance studies.

F-22

Notes to the consolidated financial statements (continued)

License costs paid in connection with a right to explore in an existing exploration area are capitalized and amortized over the term of the license.

Once the legal right to explore has been acquired, exploration and evaluation costs are charged to the consolidated statement of profit or loss, unless management concludes that a future economic benefit is more likely than not to be realized, in which case such costs are capitalized. These costs include directly attributable employee remuneration, materials and fuel used, surveying costs, drilling costs and payments made to contractors.

In evaluating if costs meet the criteria to be capitalized, several different sources of information are used, including the nature of the assets, extension of the explored area and results of sampling, among others. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.

Exploration and evaluation costs are capitalized when the exploration and evaluation activity is within an area of interest for which it is expected that the costs will be recouped by future exploitation and active and significant operations in relation to the area are continuing or planned for the future.

The main estimates and assumptions the Group uses to determine whether is likely that future exploitation will result in future economic benefits include: expected operational costs, committed capital expenditures, expected mineral prices and mineral resources found. For this purpose, the future economic benefit of the project can reasonably be regarded as assured when mine-site exploration is being conducted to confirm resources, mine-site exploration is being conducted to convert resources to reserves or when the Group is conducting a feasibility study, based on supporting geological information.

As the capitalized exploration and evaluation costs asset is not available for use, it is not amortized. These exploration costs are transferred to mine development assets once the work completed to date supports the future development of the property and such development receives appropriate approvals. In this phase, the exploration costs are amortized in accordance with the estimated useful life of the mining property from the time the commercial exploitation of the reserves begins. All capitalized exploration and evaluation costs assets are monitored for indications of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. Exploration areas in which resources have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of resources exist or to ensure that additional exploration work is under way or planned. To the extent that capitalized expenditure is no longer expected to be recovered it is charged to the consolidated statement of profit or loss. The Group assesses at each reporting date whether there is an indication that an exploration and evaluation costs assets may be impaired. The following facts and circumstances are considered in this assessment:

(i)

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

F-23

Notes to the consolidated financial statements (continued)

(ii)

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

(iii)

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

(iv)

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If any indication of impairment exists, impairment of the Group’s exploration and evaluation assets is required.

2.3.11

Ore reserve and resource estimates -

Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Group’s mining properties and concessions. The Group estimates its ore reserves and mineral resources, based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, provision for rehabilitation and depreciation and amortization charges.

2.3.12

Impairment of non-financial assets -

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset of CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately of the Group’s CGUs to which the individual assets are allocated.

F-24

Notes to the consolidated financial statements (continued)

Impairment losses of continuing operations, including impairment on inventories, are recognized in the consolidated statement of profit or loss in expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit or loss.

Exploration and evaluation assets are tested for impairment annually as of December 31, either individually or at the cash-generating unit level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

2.3.13

Provisions -

General

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as finance cost in the consolidated statement of profit or loss.

Rehabilitation provision

The Group records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. Rehabilitation costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current risk free pre-tax rate. The unwinding of the discount is expensed as incurred and recognized in the consolidated income statement as a finance cost. The estimated future costs of rehabilitation are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

As of December 31, 2013 and 2012, the Group only has a rehabilitation provision for the Bongara mine (fully impaired in 2011), accordingly, changes in estimated future costs has been recorded directly to the consolidated statement of profit or loss.

F-25

Notes to the consolidated financial statements (continued)

Environmental expenditures and liabilities

Environmental expenditures that relate to current or future revenues are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future earnings are expensed.

Liabilities for environmental costs are recognized when a clean-up is probable and the associated costs can be reliably estimated. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.

The amount recognized is the best estimate of the expenditure required. Where the liability will not be settled for a number of years, the amount recognized is the present value of the estimated future expenditure.

2.3.14

Employees benefits -

The Group has short-term obligations for employee benefits including salaries, severance contributions, legal bonuses, performance bonuses and profit sharing. These obligations are monthly recorded on an accrual basis.

Additionally, the Group has a long-term incentive plan for key management. This benefit is settled in cash, measured on the salary of each officer and upon fulfilling certain conditions such as years of experience within the Group and permanency. According to IAS 19 “Employee benefits”, the Group recognizes the long-term obligation at its present value at the end of the reporting period using the projected credit unit method. To calculate the present value of these long-term obligations the Group uses a current market discount rate at the date of the consolidated financial statements. This liability is annually reviewed on the date of the consolidated financial statements, and the accrual updates and the effect of changes in discount rates are recognized in the consolidated statement of profit or loss, until the liability is extinguished.

2.3.15

Revenue recognition -

Revenue is recognized to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must be also met before revenue is recognized:

Sales of goods -

Revenue from sales of goods is recognized when the significant risks and rewards of ownership have passed to the buyer, on delivery of the goods.

Operating lease income -

Income from operating lease of land and office was recognized on a monthly accrual basis during the term of the lease.

F-26

Notes to the consolidated financial statements (continued)

Interest income -

For all financial instruments measured at amortized cost and interest-bearing financial assets, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the consolidated statement of profit or loss.

2.3.16

Taxes -

Current income tax -

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in Peru, where the Group operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax -

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except in respect of deductible temporary differences associated with investments in subsidiaries, where deferred assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

F-27

Notes to the consolidated financial statements (continued)

Deferred tax related to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Mining royalties -

Mining royalties are accounted for under IAS 12 when they have the characteristics of an income tax. This is considered to be the case when they are imposed under government authority and the amount payable is based on taxable income – rather than based on quantity produced or as a percentage of revenue – after adjustment for temporary differences. For such arrangements, current and deferred tax is provided on the same basis as described above for income tax. Obligations arising from royalty arrangements that do not satisfy these criteria are recognized as current provisions and included in results of the year.

Sales tax -

Expenses and assets are recognized net of the amount of sales tax, except:

(i)

Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

(ii)

When receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

2.3.17

Treasury shares -

Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in the consolidated statement of profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between carrying amount and the consideration, if reissued, is recognized in capital stock. The Company had common shares in treasury through a subsidiary until 2012, when these shares were disposed, see note 16(c).

2.3.18

Current versus non-current classification -

The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is:

•

Expected to be realized or intended to sold or consumed in normal operating cycle.

•

Held primarily for the purpose of trading.

•

Expected to be realized within twelve months after the reporting period, or

F-28

Notes to the consolidated financial statements (continued)

•

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current. A liability is current when it is:

•

Expected to be settled in normal operating cycle.

•

Held primarily for the purpose of trading.

•

Due to be settled within twelve months after the reporting period, or

•

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.3.19

New amended standards and interpretations -

As explained in Note 2.1, during 2013, the Group applied, for the first time, certain standards and amendments that not require restatement of previous financial statements. The nature and impact of each new standard/amendment is described below:

•

IAS 1 Presentation of Items of Other Comprehensive Income – Amendments to IAS 1

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or ‘recycled’) to profit or loss at a future point in time (for example, net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have been presented separately from items that will never be reclassified (for example, actuarial gains and losses on defined benefit plans and revaluation of land and buildings). This amendment does not affect the presentation and had no impact on the consolidated financial position or performance.

•

IAS 1 Clarification of the requirement for comparative information (Amendment)

This amendment clarifies the difference between voluntary additional comparative information and the minimum required comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The amendments clarify that the opening statement of financial position does not have to be accompanied by comparative information in the related notes. The amendments affect presentation only and have no impact on the Group’s financial position or performance.

•

IFRS 7 Financial Instruments: Disclosures — Offsetting Financial Assets and Financial Liabilities — Amendments to IFRS 7

The amendment requires an entity to disclose information about rights to set-off and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognized financial instruments that are subject to an enforceable master netting arrangement or similar agreement,

F-29

Notes to the consolidated financial statements (continued)

irrespective of whether the financial instruments are set off in accordance with IAS 32. As the Company is not setting off financial instruments in accordance with IAS 32 and does not have relevant offsetting arrangements, the amendment does not have an impact on the consolidated financial statements.

•

IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements

IFRS 10 establishes a single control model that applies to all entities including special purpose entities. IFRS 10 replaces the portion of previously existing IAS 27 “Consolidated and Separate Financial Statements” that dealt with consolidated financial statements and SIC-12 “Consolidation - Special Purpose Entities”. IFRS 10 changes the definition of control as discussed in Note 2.2. IFRS 10 had no impact on the consolidation of investments held by the Group.

•

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 defines fair value as an exit price. As a result of the guidance in IFRS 13, the Group re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of assets and liabilities. IFRS 13, with no effect for its application.

Additional disclosures, where required, are provided in the individual notes relating to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in Note 29.

•

IFRIC Interpretation 20 Stripping costs in the Production Phase of a Surface Mine (the Interpretation)

This Interpretation is effective for annual periods beginning on or after January 1, 2013, and only applies to stripping costs incurred during the production phase of a surface mine, requiring capitalization of that costs under certain conditions. According to management’s evaluation, the application of IFRIC 20 does not have a significant impact on the Group’s consolidated financial information as of December 31, 2013.

•

Recoverable Amount Disclosures for Non-Financial Assets – Amendments to IAS 36 Impairment of Assets

This amendment removes the unintended consequences of IFRS 13 on the disclosures required under IAS 36. In addition, this amendment requires disclosure of the recoverable amounts for the assets or CGUs for which impairment loss has been recognized or reversed during the period. This amendment is effective retrospectively for annual periods beginning on or after 1 January 2014 with earlier application permitted, provided IFRS 13 is also applied. The Group has early adopted this amendment to IAS 36 in the current period since the amended/additional disclosures provide useful information as intended by the IASB.

Accordingly, this amendment have been considered while making disclosures for impairment of non-financial assets in Note 10(e). This amendment would continue to be considered for future disclosures.

F-30

Notes to the consolidated financial statements (continued)

The Group has not included disclosures of new and amended standards and interpretation that do not have any impact on the consolidated financial statements (e.g. IFRS 11 Joint arrangements and IAS 28 Investment in Associates and Joint Ventures, IFRS 12 Disclosure of interests in other entities and IAS 19 Employee benefits (Revised 2011)).

3.	Significant accounting judgments, estimates and assumptions

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions -

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The key areas are summarized below:

•

Determination of useful lives of assets for depreciation and amortization purposes – notes 2.3.7, 2.3.8 and 2.3.9.

•

Recognition of exploration and evaluation assets and mine development costs – notes 2.3.9, 2.3.10 and note 11.

•

Review of asset carrying values and impairment charges – note 2.3.12 and note 10.

•

Income tax – note 2.3.16 and note 15.

4.	Standards issued but not yet effective

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective:

•

IFRS 9 Financial Instruments

This standard is effective for annual periods beginning on or after January 1, 2018. IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. IFRS 9 (2010) introduces additions relating to financial liabilities. IFRS 9 (2013) introduces new requirements for hedge accounting that align it more closing with risk management. The requirements also establish a more principles-based approach to hedge accounting and address inconsistencies and weaknesses in the hedge accounting model in IAS 39. The IASB currently has an active project to make limited amendments to the classification and measurement requirements of IFRS 9 and add new requirements to address the impairment of financial assets.

•

Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)

These amendments are effective for annual periods beginning on or after January 1, 2014, provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. It is not expected that this amendment would be relevant to the Group, since none of the entities in the Group would qualify to be an investment entity under IFRS 10.

F-31

Notes to the consolidated financial statements (continued)

•

IAS 32 Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32

These amendments clarify the meaning of “currently has a legally enforceable right to set-off” and the criteria of non-simultaneous settlement mechanism of clearing houses to qualify for offsetting. These are effective for annual periods beginning on or after January 1, 2014. These amendments are not expected to be relevant to the Group.

•

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. The Group does not expect that IFRIC 21 will have material financial impact in future financial statements.

5.	Transactions in foreign currency

Transactions in foreign currency take place at the open-market exchange rates published by the Superintendent of Banks, Insurance and Pension Funds Administration. As of December 31, 2013 the exchange rates for transactions in United States dollars, published by this institution, were S/.2.794 for purchase and S/.2.796 for sale (S/.2.549 for purchase and S/.2.551 for sale as of December 31, 2012).

As of December 31, 2013 and 2012, the Group had the following assets and liabilities in United States dollars:


	2013			2012
	US$(000)			US$(000)

Assets

Cash and term deposits		150,472			10,677

Trade and other receivables		5,566			17,920


		156,038			28,597


Liabilities

Trade and other payables		13,263			22,432

Interest-bearing loans and borrowings		300,000			—


		313,263			22,432


Net (liability) asset position		(157,225	)		6,165

As of December 31, 2013 and 2012, the Group had no financial instruments to hedge its foreign exchange risk.

During 2013 and 2012, the net loss originated from exchange differences was approximately S/.48,430,000 and S/.736,000, respectively. During 2011 the net gain amounted to S/.1,476,000, and these are presented in the “loss (gain) from exchange difference, net” caption in the consolidated statements of profit or loss.

F-32

Notes to the consolidated financial statements (continued)

6.	Cash and term deposits

(a)

This caption was made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Cash on hand		1,788		1,973		2,786

Cash at banks (b)		446,244		37,870		228,150

Short-term deposits (c)		528,920		29,992		132,343


Cash balances included in the consolidated statements of cash flows		976,952		69,835		363,279

Time deposits with original maturity greater than 90 days (c)		—		403,950		—

		976,952		473,785		363,279

(b)

Cash at banks is denominated in local and foreign currencies, is deposited in local banks and is freely available. The demand deposits interest yield is based on daily bank deposit rates. As of December 31, 2013 these bank accounts included approximately US$148,839,000 (equivalent to S/.415,856,000), related to the proceeds obtained on February 2013 through the issuance of Senior Notes, see note 1.

(c)

As of December 31, 2013, 2012 and 2011, the time deposits held in local banks were freely available and earned interest at the respective short-term deposits rates. These time deposits, with original maturities of less than three months, were collected in January 2014, 2013 and 2012, respectively. In addition, during 2012, the Group had time deposits with original maturities greater than 90 days (18 months), which were liquidated during 2013.

As of December 31, 2013, 2012 and 2011, the term deposits generated interests for S/.26,300,000, S/.22,194,000 and S/.2,562,000, respectively, see note 23. From these amount S/.5,066,000 and S/.15,812,000 are pending of collection, see note 7(a).

These short-term deposits include approximately S/.328,920,000 related to the proceeds obtained on February 2013 through the issuance of Senior Notes.

F-33

Notes to the consolidated financial statements (continued)

7.	Trade and other receivables

(a)

This caption was made up as follows:


	Current						Non-current
	2013			2012			2013		2012
	S/.(000)			S/.(000)			S/.(000)		S/.(000)

Trade receivables (b)		51,834			41,388			—		—
Interests receivables, note 6(c)		5,066			15,812			—		—
Loans to employees		1,126			379			—		4
Funds restricted to tax’ payments		799			790			—		—
Accounts receivable from Parent company and affiliates, note 25		409			147			—		—
Other accounts receivable		6,081			8,742			—		966
Allowance for doubtful accounts (e)		(395	)		(168	)		—		—

Financial assets classified as receivables (f)		64,920			67,090			—		970


Value-added tax credit (c)		3,622			2,305			36,322		25,170
Tax refund receivable (d)		—			—			9,970		9,970


Non-financial assets classified as receivables		3,622			2,305			46,292		35,140


		68,542			69,395			46,292		36,110

(b)

Trade account receivables are interest bearing and are generally 30-90 day terms.

(c)

The value-added tax credit is mainly related to the activities of Fosfatos del Pacífico S.A. According to the Peruvian current tax rules, the Group has the right to compensate this credit against the value-added tax to be generated on the future sales of this entity. This kind of tax credit never expires. From the total amount, S/.29,500,000 will be recovered when the project begins operations.

(d)

As of December 31, 2013, 2012 and 2011, the Group had value-added tax refund receivables related to the operations of Dinoselva Iquitos S.A.C. of S/.9,970,000. These tax refund receivables are value-added tax credits originated from purchases made from 2005 to 2007 in the northeast region of Peru. The Group has a formal disagreement with the Peruvian tax authorities in connection with these refunds. In the opinion of Group’s legal advisors, the Group has strong basis to recover these tax refunds, however, they consider that such recovery will occur in the long-term, considering the long time that this kind of procedures last due to all instances and formal processes that have to be completed.

F-34

Notes to the consolidated financial statements (continued)

(e)

The movement of the allowance for doubtful accounts is as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Opening balance		168		63		1,525
Additions, note 20		227		105		—
Write-off		—		—		(1,462	)


Ending balance		395		168		63

(f)

The aging analysis of trade and other accounts receivable as of December 31, 2013 and 2012, is as follows:


					Past due but not impaired
	Total		Neither past due nor impaired		< 30 days		30-60 days		61-90 days		91-120 days		> 120 days
	S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)

2013		64,920		58,050		2,849		2,241		371		303		1,106
2012		68,060		54,056		7,652		1,232		451		301		4,368

See note 28 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired.

8.	Inventories

(a)

This caption is made up as follows:


	2013			2012
	S/.(000)			S/.(000)

Goods and finished products		19,102			23,924
Work in progress		59,561			56,018
Raw materials		70,868			73,938
Packages and packing		2,336			1,031
Fuel and carbon		98,728			54,074
Spare parts and supplies		71,198			66,587
Inventory in transit		18,277			10,368

		340,070			285,940
Less - Provision for inventory obsolescence and net realizable value (b)		(5,599	)		(7,791	)


		334,471			278,149

F-35

Notes to the consolidated financial statements (continued)

(b)

Movement in the provision for inventory obsolescence and net realizable value is set forth below:


	2013			2012		2011
	S/.(000)			S/.(000)		S/.(000)

Opening balance		7,791			4,513		4,857
Charge for the year		260			3,278		—
Recoveries		(2,452	)		—		—
Write-offs		—			—		(344	)


Final balance		5,599			7,791		4,513

During 2013 and 2012, S/.260,000 and S/.3,278,000, respectively, were recognized as an expense for inventory obsolescence and for the inventory carried a net realizable value. During 2013, the Company reversed part of the provision for inventory carried at net realizable value for S/.2,452,000.

9.	Available–for-sale financial investments

(a)

Movement in available-for-sales financial investments is as follow:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Beginning balance		34,887		22,074		30,813
Fair value change recorded in other comprehensive income		1,171		12,813		(8,739	)


Ending balance		36,058		34,887		22,074

(b)

Available-for-sale financial investments include the following:


	2013
	Cost		Unrealized gains		Fair value
	S/.(000)		S/.(000)		S/.(000)

Equity securities – listed Peruvian company		450		517		967
Equity securities – unlisted Peruvian company		8,399		26,692		35,091


Total		8,849		27,209		36,058


	2012
	Cost		Unrealized gains		Fair value
	S/.(000)		S/.(000)		S/.(000)

Equity securities – listed Peruvian company		450		381		831
Equity securities – unlisted Peruvian company		8,399		25,657		34,056


Total		8,849		26,038		34,887

During the period there were no reclassifications between quoted and unquoted investments.

F-36

Notes to the consolidated financial statements (continued)

The fair value of the listed shares is determined by reference to published price quotations in an active market. Union Andina de Cementos S.A.A. (previously known as Cementos Lima S.A.) shares are publicly traded in Lima Stock Exchange.

Sindicato de Inversiones y Administración S.A. (SIA) is the main shareholder of Unión Andina de Cementos S.A.A. with a participation of 43.38% in its capital stock as of December 31, 2013 and 2012. The only significant asset of SIA is its investment in Unión Andina de Cementos S.A.A. (which represents the 94% of SIA’s total assets). SIA has no operations.

As of December 31, 2013 and 2012, the fair value of SIA’s unlisted shares is calculated applying its 43.38% interest to the fair value of Unión Andina de Cementos S.A.A.’s shares, which are listed on the Lima Stock Exchange.

(c)

The breakdown of the investments in equity securities held for 2013 and 2012, is as follows (number of shares):


Unión Andina de Cementos S.A.A. (*)			256,624
Sindicato de Inversiones y Administración S.A. (SIA) (**)			4,825

(*)	Represents 0.016% of its common shares.

(**)	Represents 1.30% of its common shares.

There were no changes in the movement of the number of shares of Unión Andina de Cementos S.A.A. as of December 31, 2013 and 2012.

F-37

Notes to the consolidated financial statements (continued)

10.

Property, plant and equipment

(a)

The composition and movement in this caption to the date of the consolidated statements of financial position is presented below:


	Mining concessions (b)			Mine development costs (b)		Land			Buildings and other construction		Machinery, equipment and related spare parts			Furniture and accessories			Transportation units			Computer equipment and tools			Mine rehabilitation costs		Works in progress and units in transit			Total
	S/.(000)			S/.(000)		S/.(000)			S/.(000)		S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)		S/.(000)			S/.(000)

Cost
As of January 1, 2012		73,473			35,267		199,356			211,539		619,282			27,151			98,152			34,823			4,575		195,086			1,498,704
Additions		105			21,562		14,714			1,127		20,753			1,136			10,428			4,316			—		169,908			244,049
Capitalized interests (d)		—			—		—			—		—			—			—			—			—		4,145			4,145
Disposals		—			—		(2,228	)		—		(687	)		—			—			(10	)		—		—			(2,925	)
Transfers		9,523			—		—			15,687		8,554			—			4			72			—		(33,840	)		—

As of December 31, 2012		83,101			56,829		211,842			228,353		647,902			28,287			108,584			39,201			4,575		335,299			1,743,973
Additions		2,590			29,109		5,263			—		8,324			963			8,233			2,632			—		143,485			200,599
Capitalized interests (d)		—			—		—			—		—			—			—			—			—		1,264			1,264
Disposals		(204	)		—		(44	)		—		(211	)		(76	)		(2,319	)		(27	)		—		(1,660	)		(4,541	)
Transfers		621			—		—			64,304		108,881			83			2,322			654			—		(176,865	)		—


As of December 31, 2013		86,108			85,938		217,061			292,657		764,896			29,257			116,820			42,460			4,575		301,523			1,941,295


Accumulated depreciation
As of January 1, 2012		13,392			7,679		—			24,495		82,030			22,783			27,136			26,445			1,349		—			205,309
Additions		60			—		—			6,956		30,292			446			7,666			2,534			—		—			47,954
Disposals		—			—		—			—		(119	)		—			—			—			—		—			(119	)

As of December 31, 2012		13,452			7,679		—			31,451		112,203			23,229			34,802			28,979			1,349		—			253,144
Additions		97			—		—			7,777		36,035			505			8,565			2,892			—		—			55,871
Disposals		—			—		—			—		(52	)		(76	)		(681	)		(16	)		—		—			(825	)

As of December 31, 2013		13,549			7,679		—			39,228		148,186			23,658			42,686			31,855			1,349		—			308,190


Impairment mining assets (b)		44,103			21,370		257			17,069		9,070			104			28			32			3,226		735			95,994


Net book value
As of December 31, 2013		28,456			56,889		216,804			236,360		607,640			5,495			74,106			10,573			—		300,788			1,537,111

As of December 31, 2012		25,546			27,780		211,585			179,833		526,629			4,954			73,754			10,190			—		334,564			1,394,835

F-38

Notes to the consolidated financial statements (continued)

(b)

Mining concessions mainly include net acquisition costs by S/.15,367,000 related to coal concessions acquired through a purchase option executed from 2011 to 2013. The caption also includes some concessions acquired by the Group for exploration activities related to the cement business.

Due to lowest zinc prices observed during 2011 and based on future management’s expectations of zinc prices, the Group decided recognize in the consolidated statement of profit or loss a full impairment charge of approximately S/.95,994,000, related to the total net book value of the zinc mining unit which includes concession costs, development costs and related facilities and equipment. From this amount, S/.44,103,000 corresponds to concessions costs. According to the management’s expectation the recovery amount of this zinc mining unit is zero.

(c)

There were no additions under finance leases during the years 2013 and 2012.

(d)

During 2013 the Group capitalized borrowing costs by S/.1,264,000 mainly related with the expansion of the cement plant located in the Piura. The carrying amount of these eligible assets was S/.60,676,000, respectively as of December 31, 2013. The rate used to determine the amount of borrowings costs eligible for capitalization was 4.50%, which is the effective rate of the specific borrowing. The amount of borrowing costs eligible for capitalization should include the actual borrowing costs incurred on the specific loan (Senior Notes), less the income obtained from long and short-term deposits related to this specific borrowing.

During 2012 the Group capitalized borrowing costs by S/.4,145,000 mainly related with the expansion of the cement plant located in the northeast of Peru, for the construction of the diatomite bricks plant and for the implementation of two kilns in the north of Peru. The carrying amount of these eligible assets was S/.194,662,000 as of December 31, 2012. These assets have not associated any specific loans, so the rate used to determine the amount of borrowing costs eligible for capitalization was 6.24%, which corresponds to the weighted average rate obtained from all generic debts.

(e)

The Group has assessed the recoverable amount of its long-term assets and did not find an impairment of these assets as of December 31, 2013.

F-39

Notes to the consolidated financial statements (continued)

11.

Exploration and evaluation assets

(a)

The composition and movement in this caption to the date of the consolidated statements of financial position is presented below:


	S/.(000)
Cost
As of January 1, 2012		29,895
Additions		22,038
Write-off		(2,447	)


As of December 31, 2012		49,486
Additions (b)		9,844


As of December 31, 2013		59,330

(b)

During 2013, additions mainly include exploration costs related to the brine project, located in Bayovar, Province of Sechura, Department of Piura, developed by the subsidiary Salmueras Sudamericanas S.A.

As of December 31, 2013, the exploration and evaluation assets mainly includes S/.35,083,000 related to brine project and S/.16,828,000 related to phosphates project.

(c)

As of December 31, 2013, the Group has assessed the use conditions of its exploration and evaluation assets and did not find any indicator that these assets may be impaired.

12.

Trade and other payables

This caption is made up as follows:


	2013		2012
	S/.(000)		S/.(000)

Trade payables		62,618		80,263
Interest payable		14,889		25
Remuneration payable		14,305		16,147
Taxes and contributions		10,304		15,391
Advances from customers		7,303		2,899
Board of Directors’ fees		5,083		4,643
Dividends payable, note 16(h)		4,554		4,451
Accounts payable to Inversiones ASPI S.A. and its affiliates, note 25		279		232
Other accounts payable		7,562		8,713


		126,897		132,764

Trade accounts payable result from the purchases of material and supplies for the Group, and mainly correspond to invoices payable to domestic suppliers. They are non-interest bearing and are normally settled on 60 to 120 days term.

Other payables non-interest bearing and have an average term of 3 months.

F-40

Notes to the consolidated financial statements (continued)

Interest payable is normally settled monthly throughout the financial year.

For explanations on the Group’s liquidity risk management processes, refer to Note 28.

13.

Provisions

This caption is made up as follows:


	Workers’ profit-sharing			Long-term incentive plan		Rehabilitation provision			Total
	S/.(000)			S/.(000)		S/.(000)			S/.(000)

At January 1, 2013		24,029			11,669		4,909			40,607
Additions, note 21		29,184			6,701		—			35,885
Changes in estimates, note 22		—			—		(1,068	)		(1,068	)
Unwinding of discount, note 24		—			475		—			475
Payments and advances		(27,222	)		—		(196	)		(27,418	)


At December 31, 2013		25,991			18,845		3,645			48,481


Current portion		25,991			—		1,993			27,984
Non-current portion		—			18,845		1,652			20,497


		25,991			18,845		3,645			48,481


	Workers’ profit-sharing			Long-term incentive plan		Rehabilitation provision		Total
	S/.(000)			S/.(000)		S/.(000)		S/.(000)

At January 1, 2012		28,694			6,000		4,909		39,603
Additions, note 21		27,522			5,529		—		33,051
Unwinding of discount, note 24		—			140		—		140
Payments and advances		(32,187	)		—		—		(32,187	)


At December 31, 2012		24,029			11,669		4,909		40,607


Current portion		24,029			—		—		24,029
Non-current portion		—			11,669		4,909		16,578


		24,029			11,669		4,909		40,607

Workers’ profit sharing -

In accordance with Peruvian legislation, the Group maintains an employee profit sharing plan to which it contributed between 8% and 10% of annual taxable income. Distributions to employees under the plan are based 50% on the number of days that each employee worked during the preceding year and 50% on proportionate annual salary levels.

F-41

Notes to the consolidated financial statements (continued)

Long-term incentive plan -

In 2011, the Group implemented a compensation plan for its key management. This long-term benefit is payable in cash, based on the salary of each officer and depends on the years of service of each officer in the Group. Under the plan, the executive would receive the equivalent of an annual salary for each year of service beginning to accrue from 2011. This benefit accrues and accumulates for each officer, and is payable in two moments: at the end of the first five years since the creation of this bonuses plan, and at the end of the eighth year from the creation of the plan. If the executive decides to voluntarily leave the Group before a scheduled distribution, he will not receive this compensation. In accordance with IAS 19, the Group used the Projected Unit Credit Method to determine the present value of this deferred obligation and the related current deferred cost, considering the expected increases in salary base and the corresponding current market discount rate. As of December 31, 2013 and 2012, the Group has recorded a liability for S/.18,845,000 and S/.11,669,000, respectively, related to this compensation.

Rehabilitation provision -

As of December 31, 2013 and 2012, it corresponds to the provision for the future costs of rehabilitating the zinc mine site (fully impaired in 2011), located in the Region of Amazonas. The provision has been created based on studies made by internal specialists. Assumptions, based on current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material change to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary decommissioning works required to reflect future economic conditions.

Future cash flows were estimated from financial budgets approved by senior management covering a seven year period. The risk free discount rate used in the calculation of the present value of this provision as of December 31, 2013 was 4.53% (4.58% as of December 31, 2012).

Management expects to incur these expenses in medium-term. The Group estimates that this liability is sufficient and according the current environmental protection laws approved by the Ministry of Energy and Mines.

F-42

Notes to the consolidated financial statements (continued)

14.

Interest-bearing loans and borrowings

This caption is made up as follows:


	Nominal interest rate		Maturity		2013		2012
	%				S/.(000)		S/.(000)
Bank overdraft
BBVA Banco Continental		4.31		Mar 3, 2013		—		13,255

Loans
BBVA Banco Continental		6.75		Dec 29, 2018		—		202,200

Senior Notes
Principal, net of issuance costs		4.50		Feb 8, 2023		824,022		—


						824,022		215,455

Less – current portion						—		22,884


Non-current portion						824,022		192,571

Senior Notes

As mentioned in note 1, in February 2013, the Company issued Senior Notes in an amount of US$300,000,000 with an interest rate of 4.50% and maturity in 2023. As of December 31, 2013, the Senior Notes accrued interest totaling S/.31,725,000, see note 24.

If the Company or any subsidiary guarantor were to issue debt or equity instruments or merge with another company or dispose of significant assets, The Senior Notes will activate the following covenants, calculated in respect of the Company’s and Subsidiary Guarantors’ annual consolidated financial statements:

•

The fixed charge covenant ratio would be at least 2.5 to 1.

•

The consolidated debt-to-EBITDA ratio would be no greater than 3.5 to 1.

As of December 31, 2013, the Company had not entered in any of the operations mentioned before.

Bank overdraft with BBVA Banco Continental

In December 2012, the Group signed an overdraft line for S/.50,000,000. As of December 31, 2012, the Group used S/.13,255,000 of the total line overdraft. This bank overdraft was fully cancelled on March 2013.

Loan with BBVA Banco Continental (6.37%, 6.64% and 7.01%)

In December 2011, the Company signed a Loan Agreement with BBVA Banco Continental for S/.202,200,000 (equivalent to US$75,000,000). In February 2013, the Company prepaid this loan using the proceeds obtained from the Senior Notes issued in 2013, see note 24(a).

F-43

Notes to the consolidated financial statements (continued)

15.

Deferred income tax assets and liabilities, net

This caption is made up as follows:


	As of January 01, 2012			Effect on profit or loss		Tax effect of available- for-sale investments			As of December 31, 2012			Effect on profit or loss			Tax effect of available- for-sale investments			As of December 31, 2013
	S/.(000)			S/.(000)		S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)
Movement of deferred income tax assets
Tax-loss carryforward		7,733			5,438		—			13,171			1,668			—			14,839
Provision for vacations		24			165		—			189			63			—			252
Other		56			22		—			78			(14	)		—			64

Total deferred income tax assets		7,813			5,625		—			13,438			1,717			—			15,155


Movement of deferred income tax liabilities:
Deferred income tax assets
Impairment of zinc mining assets		28,830			—		—			28,830			—			—			28,830
Long-term incentive plan		1,800			1,700		—			3,500			2,153			—			5,653
Provision for vacations		3,258			847		—			4,105			(489	)		—			3,616
Other		3,329			149		—			3,478			(343	)		—			3,135

		37,217			2,696		—			39,913			1,321			—			41,234


Deferred income tax liabilities
Effect of differences between book and tax bases of fixed assets and in the depreciation rates used for book purposes		(130,376	)		2,865		—			(127,511	)		920			—			(126,591	)
Effect of available-for-sale investments		(3,968	)		—		(3,844	)		(7,812	)		—			(352	)		(8,164	)
Effect of costs of issuance of senior notes		—			—		—			—			(4,433	)		—			(4,433	)
Other		(5,561	)		663		—			(4,898	)		(35	)		—			(4,933	)

		(139,905	)		3,528		(3,844	)		(140,221	)		(3,548	)		(352	)		(144,121	)

Total deferred income tax liabilities, net		(102,688	)		6,224		(3,844	)		(100,308	)		(2,227	)		(352	)		(102,887	)

					11,849		(3,844	)					(510	)		(352	)

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

F-44

Notes to the consolidated financial statements (continued)

A reconciliation between tax expenses and the product of accounting profit multiplied by Peruvian tax rate for the years 2013, 2012 and 2011 is as follows:


	2013			2012			2011
	S/.(000)			S/.(000)			S/.(000)

Accounting profit before income tax		234,678			229,343			103,848

At statutory income tax rate of 30%		70,403			68,803			31,154

Permanent differences
Dividends obtained from available-for-sale investments		(93	)		(167	)		(38	)
Effect of tax-loss carry forward non-recognized		3,924			—			—
Non-deductible expenses, net		8,161			5,107			7,263

At the effective income tax rate of 35% in 2013 (2012: 32% and 2011: 37%)		82,395			73,743			38,379

The income tax expenses shown for the years ended December 31, 2013, 2012 and 2011 are:


	2013		2012			2011
	S/.(000)		S/.(000)			S/.(000)

Consolidated statements of profit or loss
Current		81,885		85,592			76,687
Deferred		510		(11,849	)		(38,308	)

		82,395		73,743			38,379

The income tax recorded directly to other comprehensive income during the 2013 is a loss of S/.352,000, during 2012 is a loss of S/.3,844,000, and during 2011 is an income of S/.2,622,000.

As of December 31, 2013, the deferred income tax asset related to tax-loss carry forwards was mainly determined by the subsidiaries Fosfatos del Pacífico S.A. and Salmueras Sudamericanas S.A. for approximately S/.14,839,000 (S/.9,798,000 and S/.4,931,000 as of December 31, 2012 and 2011, respectively). The related tax losses are available indefinitely for offset against 50% of future annual taxable profits. The amount of losses carried out is subject to the outcome of the reviews for the tax authorities referred in note 27.

Deferred tax assets have not been recognized in respect of certain losses as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future. If the Group were able to recognize all unrecognized deferred tax assets, the profit would increase by S/.3,924,000.

F-45

Notes to the consolidated financial statements (continued)

As of December 31, 2013, 2012 and 2011, it is not necessary to recognize deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries. The Group has determined that the timing differences will be reversed by means of dividends to be received in the future that, according to the tax rules in effect in Peru, are not subject to income tax.

There are no income tax consequences attached to the payment of dividends in either 2013, 2012 or 2011 by the Group to its shareholders. The dividend to not-domiciled are affected by a 4.1%.

16.

Equity

(a)

Share capital -

As of December 31, 2013 and 2012 share capital is represented by 531,461,479, authorized common shares (419,977,479 share capital as of December 31, 2011), with a par value of one Nuevo Sol per share. From the total outstanding common shares as of December 31, 2013 and 2012, 111,484,000 are listed in the New York Stock Exchange and 419,977,479 in the Lima Stock Exchange.

Issuance of common shares in 2012 -

At the Board of Directors’ Meeting held on January 6, 2012, directors agreed to the issuance of new common shares through a public offering of American Depositary Shares (“ADS”) registered with the SEC. As a consequence, on February 7, 2012 the Company issued 100,000,000 new common shares, equivalent to 20,000,000 ADSs, with a unit price of US$11.5, resulting total proceeds of US$219,540,000 (net of related commissions and costs), equivalent to S/.591,869,000.

On March 2, 2012, the Company issued 11,484,000 additional shares, equivalent to 2,296,800 ADSs pursuant to an overallotment option granted to the underwriters in that offering, resulting total proceeds of US$25,489,000 (net of related commissions and costs), equivalent to S/.68,616,000.

The excess of the total proceeds obtained by this transaction in relation to the nominal value of these shares amounted to S/.556,424,000 (net of commissions and other related costs for S/.27,490,000 and tax effects for S/.7,423,000) was recorded in the additional paid-in capital caption of the consolidated statement of changes in equity.

(b)

Investment shares -

Investment shares do not have voting rights or participate in shareholder’s meetings but do participate in the distribution of dividends. Investment shares confer upon the holders thereof the right to participate in dividends distributed according to their nominal value, in the same manner as common shares. Investment shares also confer the holders thereof the right to:

(i)

maintain the current proportion of the investment shares in the case of capital increase by new contributions;

(ii)

increase the number of investment shares upon capitalization of retained earnings, revaluation surplus or other reserves that do not represent cash contributions;

(iii)

participate in the distribution of the assets resulting from liquidation of the Company in the same manner as common shares; and,

(iv)

redeem the investment shares in case of a merger and/or change of business activity of the Company.

F-46

Notes to the consolidated financial statements (continued)

As of December 31, 2013 and 2012, the Company has 50,503,124 investment shares, and as of December 31, 2011, the Company has 49,575,341 investment shares, subscribed and fully paid, with a par value of one Nuevo Sol per share. On March 30, 2012, the Company issued 927,783 investment shares, pursuant to a preemptive right offer in connection with the issuance of ADSs, so the holders of investment shares have rights to maintain their proportional ownership in the share capital of the Company. The total investment shares offer by the Company were 13,574,990, from these only 927,783 were exercised, equivalent to S/.928,000.

The excess of the total proceeds obtained by this issuance of investment shares and the nominal value of these shares amounted to S/.4,767,000 and was recorded in the additional paid-in capital caption of the consolidated statement of changes in equity.

(c)

Treasury shares -

Corresponds to 1,200,000 of the Company’s common shares acquired in 2008 by its subsidiary Distribuidora Norte Pacasmayo S.R.L. at a cost of S/.3,180,000. On October 2012, the subsidiary sold these treasury shares to third parties through Lima Stock Exchange for S/.6,122,000 (net of the related income tax effect). The net gain of this transaction amounted to S/.4,922,000 (net of the tax effect) and was recorded in the retained earnings caption of the consolidated statement of changes in equity.

(d)

Additional paid-in capital -

During 2012, the additional paid-in capital was increased by S/.561,191,000 by the issue of 111,484,000 common shares and 928,000 investment shares corresponding to a public offering of American Depositary Shares (ADS) registered with the New York Stock Exchange and Lima Stock Exchange. This amount corresponds to the excess of the total proceeds obtained by this transaction in relation to the nominal value of these shares, see previous paragraph (a) and (b).

(e)

Legal reserve -

Provisions of the General Corporation Law require that a minimum of 10 % of the distributable earnings for each period, after deducting the income tax, be transferred to a legal reserve until such is equal to 20 % of the capital. This legal reserve can offset losses or can be capitalized, and in both cases there is the obligation to replenish it.

(f)

Unrealized net gain on available for-sale investments -

This reserve records fair value changes on available-for-sale financial assets.

(g)

Foreign currency translation reserve -

The foreign currency translation reserve was used to record exchange differences arising from the translation of the financial statements of the subsidiary Zemex LLC.

F-47

Notes to the consolidated financial statements (continued)

(h)

Dividends paid -


	S/.(000)
Declared dividends during the year 2013
Dividends approved on October 25, 2013: S/.0.10000 per share		58,196

Declared dividends during the year 2012
Dividends approved on October 17, 2012: S/.0.08935 per share		52,000

Declared dividends during the year 2011
Dividends approved on February 28, 2011: S/.0.11926 per share		56,000
Dividends approved on October 10, 2011: S/.0.07454 per share		35,000


		91,000

As of December 31, 2013 and 2012, dividends payable amount to S/.4,554,000 and S/.4,451,000, respectively.

(i)

Contributions of non-controlling interest -

Salmueras Sudamericanas S.A.

In order to finance the Salmueras project, the General Shareholders’ Meeting of the subsidiary Salmueras Sudamericanas S.A. held on January 9, 2012, agreed a contribution of S/.20,000,000. During the year ended as of December 31, 2012, the contribution made by Quimpac S.A. amounts to S/.2,307,000.

The General Shareholders’ Meeting held on July 15, 2013, only established a contribution of S/.10,000,000. During the year ended December 31, 2013, the contribution made by Quimpac S.A. amounts to S/.1,152,000.

All these contributions are partial payments of the capital commitment assumed by the Company and Quimpac S.A. for the brine project up to US$100,000,000 and US$14,000,000, respectively, to maintain its interests in this subsidiary.

The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/.1,355,000 and S/.2,713,000, during the years 2013 and 2012, respectively, and this was recognized as a debit in additional paid-in capital and a credit in non-controlling interest.

Fosfatos del Pacifico S.A.

The General Shareholders’ Meeting of the subsidiary Fosfatos del Pacifico S.A. held on February 29, 2012, approved a contribution of US$33,000,000 to the subsidiary, to be held in two parts of US$20,000,000 and US$13,000,000 on the following dates: April 15 and July 15, 2012, respectively. During the year ended December 31, 2012, MCA Phosphates Pte. contributed US$9,900,000 (equivalent to S/.26,250,000) to the subsidiary.

The General Shareholders’ Meeting of the subsidiary Fosfatos del Pacifico S.A. held on July 31, 2013, approved a contribution of US$22,500,000, to be held in two parts of US$11,500,000 and US$11,000,000 in July and September 2013, respectively. In connection with this agreement, during the 2013, the contribution made by MCA Phosphates Pte. amounts to US$6,750,000, equivalent to S/.18,730,000.

F-48

Notes to the consolidated financial statements (continued)

The General Shareholders’ Meeting of the subsidiary Fosfatos del Pacifico S.A. held on July 31, 2013 approved a capital contribution up to US$3,300,000 from the Company, which will not include a change in the percentage interests held by the current shareholders. This capital contribution is destined to achieve nominal capacity of a brick plant (which is in a commissioning period). The effect of the difference on capital contributions and interests acquired by each shareholder amounted to S/.829,000 during the year 2013, and it was recognized as a debit in additional paid-in capital and a credit in non-controlling interest.

17.

Sales of goods

This caption is made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Cement, concrete and blocks		1,102,079		972,241		802,959
Steel rebar and building materials		103,293		143,165		143,334
Quicklime		31,851		52,738		45,859
Other		2,465		1,664		2,818


		1,239,688		1,169,808		994,970

18.

Cost of sales

This caption is made up as follows:


	2013			2012			2011
	S/.(000)			S/.(000)			S/.(000)

Beginning balance of goods and finished products, note 8(a)		23,924			22,209			20,616
Beginning balance of work in progress, note 8(a)		56,018			52,642			27,267
Consumption of miscellaneous supplies		295,012			287,664			259,269
Maintenance and third-party services		124,609			164,502			105,031
Shipping costs		94,485			93,085			60,731
Personnel expenses, note 21(b)		72,493			67,805			57,165
Other manufacturing expenses		53,411			40,250			51,191
Depreciation		45,518			37,259			38,091
Costs of packaging		29,432			27,584			25,005
Ending balance of goods and finished products, note 8(a)		(19,102	)		(23,924	)		(22,209	)
Ending balance of work in progress, note 8(a)		(59,561	)		(56,018	)		(52,642	)


		716,239			713,058			569,515

F-49

Notes to the consolidated financial statements (continued)

19.

Administrative expenses

This caption is made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Personnel expenses, note 21 (b)		106,366		91,683		90,266
Third-party services		72,594		81,978		80,641
Depreciation and amortization		10,353		10,695		9,542
Donations		6,256		6,750		3,733
Board of Directors compensation		5,618		5,103		5,394
Consumption of supplies		3,691		3,204		3,098
Taxes		3,396		2,828		2,785
Environmental expenditures, note 27		641		826		737


		208,915		203,067		196,196

20.

Selling and distribution expenses

This caption is made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Personnel expenses, note 21(b)		14,517		13,960		10,145
Advertising and promotion		10,538		10,826		8,402
Third-party services		1,694		1,157		1,185
Provision for doubtful accounts, note 7(e)		227		105		—
Other		2,841		4,817		3,975


		29,817		30,865		23,707

21.

Employee benefits expenses

(a)

Employee benefits expenses are made up as follow:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Wages and salaries		100,486		87,990		80,892
Workers ‘profit sharing, note 13		29,184		27,522		29,477
Severance payments		19,432		17,451		18,324
Legal bonuses		13,530		12,892		10,426
Vacations		10,682		13,225		9,461
Long-term compensation, note 13		6,701		5,529		6,000
Training		2,817		2,903		116
Others		10,544		5,936		2,880


		193,376		173,448		157,576

F-50

Notes to the consolidated financial statements (continued)

(b)

Employee benefits expenses are allocated as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Cost of sales, note 18		72,493		67,805		57,165
Administrative expenses, note 19		106,366		91,683		90,266
Selling and distribution expenses, note 20		14,517		13,960		10,145


		193,376		173,448		157,576

22.

Other operating income, net

This caption is made up as follows:


	2013			2012			2011
	S/.(000)			S/.(000)			S/.(000)

Recovery of expenses		9,009			2,413			2,522
Changes in the estimation of rehabilitation provision, note 13		1,068			—			—
Sales of miscellaneous supplies and laboratory tests		566			1,420			1,757
Income from land rental and office lease, note 25		461			449			442
Income from management and administrative services provided to Parent company, note 25		397			376			376
Dissolution of Zemex LLC (a)		(910	)		—			—
Net (gain) loss on disposal of property, plant and equipment		(2,555	)		3,901			203
Other minor-less than S/.200,000, net		245			(853	)		4,038


		8,281			7,706			9,338

(a)

During 2013, the subsidiary Zemex LLC was liquidated and the capital contributions and final cash resulting from subsidiary liquidation were returned to both shareholders of the subsidiary. As a result, a final total amount of US$374,000 (equivalent to approximately S/.1,024,000) was distributed to the non-controlling interest. Under the Delaware Limited Liability Company Act, which is the corporate law applicable to Zemex LLC, the member of a dissolved LLC is not liable for the amount of any liquidation distribution received unless an action to recover such distribution is commenced within three years after the date of distribution and the distribution is judicially determined to have been wrongfully made. The effect of the dissolution of this subsidiary corresponds to a expense of S/.910,000.

F-51

Notes to the consolidated financial statements (continued)

23.

Finance income

This caption is made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Interest on term deposits, note 6(c)		26,300		22,194		2,562
Interests on accounts receivable		604		567		—
Dividends received		309		558		126
Interest on loans granted to Parent company, note 25		—		7		7


		27,213		23,326		2,695

24.

Finance costs

This caption is made up as follows:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Interest on senior notes, note 14		31,725		—		—
Interest on loans and borrowings		2,579		14,655		14,229
Amortization of costs of issuance of senior notes		1,493		—		—
Commissions on prepayments of debts (a)		808		7,354		—
Finance charges under finance leases		—		952		4,441
Other		23		670		443


Total interest expense		36,628		23,631		19,113
Unwinding of discount of long-term incentive plan, note 13		475		140		106


Total finance costs		37,103		23,771		19,219

(a)

As mentioned in note 14, in February 2013 the Group prepaid a loan with BBVA Banco Continental in an amount of S/.202,200,000, generating commissions and costs for approximately S/.808,000. During 2012, the Group made prepayments amounting to S/.388,394,000 corresponding to three loans with BBVA Banco Continental, three loans with Banco de Credito del Peru and a finance lease with Banco de Credito del Peru (all these credits from previous year). These prepayments generated additional commissions and costs of approximately S/.7,354,000.

F-52

Notes to the consolidated financial statements (continued)

25.

Related party disclosure

Transactions with related entities -

During 2013, 2012 and 2011, the Company carried out the following transactions with its parent Company, Inversiones ASPI S.A., and its affiliates:


	2013		2012		2011
	S/.(000)		S/.(000)		S/.(000)

Income
Fees for management and administrative services		397		376		376
Income from land rental services		278		273		284
Income from office lease		183		176		158
Interest on loans		—		7		7
Expense
Security services		1,372		1,160		941

Other transactions
Loan provided to Inversiones ASPI S.A.		—		—		6,965
Loans provided to Sercopa		—		240		—
Loan obtained from Inversiones ASPI S.A.		—		—		(6,700	)

As a result of these transactions, the Company had the following rights and obligations with Inversiones ASPI S.A. and its affiliates as of December 31, 2013 and 2012:


	2013				2012
	Accounts receivable		Accounts payable		Accounts receivable		Accounts payable
	S/.(000)		S/.(000)		S/.(000)		S/.(000)

Inversiones ASPI S.A.		62		14		70		—
Other		347		265		77		232


		409		279		147		232

Terms and conditions of transactions with related parties -

The sales to and purchases from related parties are made at terms equivalent to those that prevail in arm’s-length transactions in the market. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the years ended as of December 31, 2013, 2012 and 2011, the Group has not recorded impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through an examination the financial position of the related party and the market in which the related party operates.

F-53

Notes to the consolidated financial statements (continued)

Compensation of key management personnel of the Group -

The expenses for profit-sharing, compensation and other concepts for members of the Board of Directors and the management payroll amounted to S/.28,043,000, S/.26,687,000 and S/.31,918,000 during the 2013, 2012 and 2011, respectively. The Company does not compensate Management with post-employment or contract termination benefits or share-based payments.

26.

Earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to common shares and investment shares of the equity holders of Company by the weighted average number of common shares and investment shares outstanding during the year.

The Group has no dilutive potential ordinary shares as of December 31, 2013, 2012 and 2011.

The following reflects the income and share data used in the basic and diluted EPS computations:

2013

2012

2011

S/.(000)

Numerator

Net profit attributable to ordinary equity holders of the Parent

155,634

159,005

67,694

2013

2012

2011

Thousands

Denominator

Weighted average number of common and investment shares

581,964

570,072

468,352

2013

2012

2011

S/.

Basic and diluted earnings for common and investment shares

0.27

0.28

0.14

The weighted average number of shares in 2012, takes into account the weighted average effect of changes in treasury share and the issuance of common and investment shares, explained in note 16 (a), (b) and (c).

There have been no other transactions involving common shares and investment shares between the reporting date and the date of the authorization of these consolidated financial statements.

F-54

Notes to the consolidated financial statements (continued)

27.

Commitments and contingencies

Operating lease commitments – Group as lessor

As of December 31, 2013, 2012 and 2011, the Group, as lessor, has a land lease with Compañía Minera Ares S.A.C. a related party of Inversiones ASPI S.A. This lease is renewable annually, and provides for annual rent payments of S/.278,000, S/.273,000 and S/.284,000, respectively.

Operating lease commitments – Group as lessee

In May 2012, the Group signed a contract with a third party to lease land located in the north of Peru. The lease has a term of 30 years. The expense for 2013 and 2012 amounted to S/.512,000 and S/.510,000, respectively, and it was recognized in the administrative expenses caption in the consolidated statement of profit or loss.

Future minimum rentals payable under non-cancellable operating leases as of December 31, 2013 and 2012 are as follows:


	2013		2012
	S/.(000)		S/.(000)

Within one year		559		559
After one year but not more than 3 years		5,033		1,118
After three 3 years but not more than five years		8,947		8,947
More than five years		102,893		107,367


		117,432		117,991

Capital commitments

As of 31 December 2013, the Group had the following main commitments:

•

Construction of a cement plant located in Piura in an amount of S/.280,307,000.

•

Commissioning of a diatomites brick plant in the North of Peru in an amount of S/.1,785,000.

•

Development activities of phosphoric rock in an amount of S/.1,524,000.

•

Commitment for development of brine Project up to US$100,000,000, see note 1. In connection with this commitment, as of December 31, 2013, the Group has made contributions totaling US$14,593,000.

Others commitments

•

Commitment of future sales of phosphoric rock to Mitsubishi Corporation when the project starts production, see note 1.

•

The Group maintains long-term electricity supply agreements which billings are determined taking into consideration consumption of electricity and other market variables.

•

Since November 2013, the Group has a five-year period natural gas supply agreement for its diatomite brick plant, which billings are determined taking into account consumption of natural gas and other market variables. Also, the volumes are subject to take or pay clauses that establish minimum levels of natural gas consumption.

F-55

Notes to the consolidated financial statements (continued)

Put and call options (“deadlock put/call options”)

According to the shareholders’ agreement subscribed between the Company and MCA, see note 1, in case of occurrence a deadlock situation or unexpected event, MCA has the option to sell all or a portion of the Fosfatos’ shares to the Company. At the same time, in case of occurrence of a deadlock situation or unexpected event, as defined in the agreement, the Company has the option to require MCA to sell all or a portion of the Fosfatos’ shares. MCA has no restrictions to sell its non-controlling interest during any time to third parties. The only other condition for the put and call is that each party must have own at least a 15% of interest in Fosfatos. The objective of the deadlock put/call option provision is to provide for an exit mechanism in those rare circumstances when reaching agreement on a critical matter becomes impossible. The Company concluded that because the conditions that would make the put option over non-controlling interest exercisable are within the control of the Company, the put option does not represent a financial liability at the date of the consolidated statement of financial position.

Mining royalty -

Third parties

Cementos Pacasmayo S.A.A. is required to pay a royalty to Compañia Pilar del Amazonas S.A., which is the owner of the surface land where the Bongara mining unit is located. This royalty is equivalent to 4% of net revenue obtained as a result of commercial development carried out within the mining unit, and may not be less than US$300,000 annually. This royalty expense as of December 31, 2013, 2012 and 2011 amounted to S/.841,000, S/.773,000 and S/.824,000, respectively. In December 2013, the Company returned this concession to its owners.

The subsidiary Fosfatos del Pacífico S.A., signed an agreement with the Peruvian Government, Fundacion Comunal San Martin de Sechura and Activos Mineros S.A.C. related to the use of the Bayovar concession, which contains phosphoric rock and diatomites. As part of this agreement, Fosfatos del Pacifico S.A. is required to pay to Fundación Comunal San Martin de Sechura and Activos Mineros S.A.C. an equivalent amount to US$3 for each metric tons of diatomite extracted. The annual royalty may not be less than the equivalent to 40,000 metric tons during the second year of production and 80,000 metric tons since the third year of production. The related royalty expense amounted to S/.672,000, S/.612,000 and S/.392,000 for the year ended December 31, 2013, 2012 and 2011.

In December 2013, the Company signed an agreement with a third party, related to the use of the Bayovar concession, to carry out other non-metallic mining activities. This agreement has a term of 30 years, with fixed annual payments of US$600,000 for the first three years and variable payments to the rest of the contract.

Peruvian government

On September 29, 2011, the Peruvian government amended the Royalty Mining Law to increase taxation on metallic and non-metallic mining activities. The amendment became effective on October 1, 2011. According to this law, the royalty for the exploitation of metallic and nonmetallic resources is payable on a quarterly basis in an amount equal to the greater of: (i) an amount determined in accordance with a statutory scale of tax rates based on operating profit margin that is applied to the operating profit, as adjusted by certain items, and (ii) 1% of net sales, in each case during the applicable quarter. These amounts are estimated based on the unconsolidated financial statements of Cementos Pacasmayo S.A.A. and the subsidiaries affected by this mining royalty, prepared in accordance with IFRS. Mining royalty payments will be deductible for income tax purposes in the fiscal year in which such payments are made.

Management and the Company’s legal counsel asserted that the specific regulations issued by the Ministry of Economy and Finance are unconstitutional because they impose a mining royalties tax on non-mining activities, which is not in accordance with the Royalty Mining Law. In the case of the cement industry, this regulation states that the royalty must be calculated on operating profit or net sales of products whatever its stage, including, manually

F-56

Notes to the consolidated financial statements (continued)

or industrially, finished products, hence the operating profit or net sales corresponds to cement sales and not under the limestone, mineral component used in the production of cement. As a consequence, the Group filed a claim against the Ministry of Economy and Finance and the Ministry of Mining and Energy seeking to repeal the regulation of the mining royalty referred to the definition of “the products whatever its stage”, so that royalty for non-metallic mining activities would be determined on base of the mineral resource effectively removed, as states the Mining Royalty Law.

In September 2012, the Company filed a constitutional claim to prevent the tax authority from applying the legal criteria defined in the amended royalty mining law retroactively, for the periods before such amendment was enacted, and to declare that the mining royalty tax applicable to the exploitation of non-metallic mining resources be calculated based solely on the value of the final product obtained from the mineral separation process, net of any costs incurred in that process (“componente minero”), excluding any profit obtained from the industrial activity.

In addition, the Company filed an anti-trust claim (“denuncia contra barreras burocráticas de acceso al Mercado”), with the National Institute for the Protection of Competition and Intellectual Property (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual, or “INDECOPI”), to have certain provisions of the Royalty Mining Law regulations declared illegal, and, therefore, not applicable.

On December 26, 2012 and January 24, 2013, SUNAT issued tax assessments against the Company applying the new criteria established in the amended Royalty Mining Law, which were based on the calculation of profit obtained from industrial activity, to the year 2008 and 2009 amounting to S/.7,627,000 and S/.7,645,000, respectively, before the amendment was adopted.

On November 20, 2013, the Peruvian Constitutional Court, in a final and unappealable ruling affirmed that the new regulation of the Royalty Mining Law violates the constitutional right of property, as well as, the principles of legal reservation and proportionality and, consequently, the new regulation was rendered inapplicable to the Company. Accordingly, the Group will continue using as a basis for the calculation of the mining royalty the value of the concentrate or mining component and not the value of the product obtained by the industrial and manufacturing process.

Mining royalty expense paid to the Peruvian Government for 2013, 2012 and 2011 amounted to S/.461,000, S/.366,000 and S/.291,000, respectively, and recorded in the consolidated statement of profit or loss.

F-57

Notes to the consolidated financial statements (continued)

Tax situation

During the four years following the year tax returns are filed, the tax authorities have the power to review and, as applicable, correct the income tax computed by each individual company. The income tax and value-added tax returns for the following years are open to review by the tax authorities:


	Years open to review by Tax Authorities
Entity	Income tax	Value-added tax

Cemento Pacasmayo S.A.A.	2011-2013	2009-2013
Cementos Selva S.A.	2009/2011-2013	2009/2011-2013
Distribuidora Norte Pacasmayo S.R.L.	2010-2013	2009-2013
Empresa de Transmisión Guadalupe S.A.C.	2009-2013	2009-2013
Fosfatos del Pacífico S.A.	2009-2013	2009-2013
Salmueras Sudamericanas S.A.	2011-2013	2011-2013
Calizas del Norte S.A.C.	2013	2013
Corianta S.A. (*)	2009-2011	(**)
Tinku Generacion S.A.C. (*)	2009-2011	Dec. 2009-2011

(*)	These subsidiaries were merged with the Company in December 2011.

(**)	The years open to review by tax authorities for this entity are from January to May 2010 and from September to December 2011.

Due to possible interpretations that the tax authorities may give to legislation in effect, it is not possible to determine whether or not any of the tax audits will result in increased liabilities for the Group. For that reason, tax or surcharge that could arise from future tax audits would be applied to the income of the period in which it is determined. However, in management’s opinion, any possible additional payment of taxes would not have a material effect on the consolidated financial statements as of December 31, 2013 and 2012.

Environmental matters

The Group’s exploration and exploitation activities are subject to environmental protection standards.

Environmental remediation -

Law No. 28271 regulates environmental liabilities in mining activities. This Law has the objectives of ruling the identification of mining activity’s environmental liabilities and financing the remediation of the affected areas. According to this law, environmental liabilities refer to the impact caused to the environment by abandoned or inactive mining operations.

In compliance with the above-mentioned laws, the Group presented preliminary environmental studies (PES), declaration of environmental studies (DES) and Environmental Adaptation and Management Programs (EAMP) for its mining concessions.

F-58

Notes to the consolidated financial statements (continued)

The Peruvian authorities approved the EAMP presented by the Group for its mining concessions and exploration projects. A detail of plans and related expenses approved is presented as follows:

Project unit

Resource

Resolution
Number

Year of

approval

Program

approved

Year expense

2013

2012

2011

S/.(000)

Tembladera

Quicklime

RD.019-97-EM/DGM

1997

EAMP

230

312

395

Rioja

Quicklime

OF.28-2002-MITINCI

2002

EAMP

339

280

228

Bayovar

Diatomite

OF.5757-01/PRODUCE

2011

DES

171

Bayovar

Phosphoric rock

OF.02121-2009/PRODUCE

2009

DES

—

Bongara

Zinc

RD.176-2007-MEN/AAM

2007

PES

—

641

826

737

The Group incurs environmental expenditures related to existing environmental damages caused by current operations. These expenditures which amounted to S/.641,000, S/.826,000 and S/.737,000 during 2013, 2012 and 2011, respectively, are expensed in the year the expenditure is incurred and are presented in the administrative expenses caption, see note 19. As of December 31, 2013 and 2012, the Group did not have liabilities in connection with these expenditures since they were all settled before year-end.

Rehabilitation provision -

Additionally, Law No. 28090 regulates the obligations and procedures that must be met by the holders of mining activities for the preparation, filing and implementation of Mine Closure Plans, as well as the establishment of the corresponding environmental guarantees to secure fulfillment of the investments that this includes, subject to the principles of protection, preservation and recovery of the environment. In connection with this obligation, as of December 31, 2013 and 2012, the Group maintains a provision for closure of mining unit (Bongara), which is currently without operations, amounting to S/.3,645,000 and S/.4,909,000, respectively. The Group believes that this liability is adequate to meet the current environmental protection laws approved by the Ministry of Energy and Mines. Refer to note 13.

Legal claim contingency

Some third parties have commenced actions against the Group in relation with its operations which claims in aggregate represent S/.2,881,000. Of this amount, S/.583,000 corresponds to labor claims from former employees and S/.2,298,000 related to the tax assessments received from the Tax Administration corresponding to 2009 income tax, which was reviewed by the Tax Authority during 2012.

Management expects that these claims will be resolved within the next five years based on prior experience; however, the Group cannot assure that these claims will be resolved within this period because the authorities do not have a maximum term to resolve cases. The Group has been advised by its legal counsel that it is only possible, but not probable, that these actions will succeed. Accordingly, no provision for any liability has been made in these consolidated financial statements as of December 31, 2013 and 2012.

28.

Financial risk management, objectives and policies

The Group’s main financial liabilities comprise loans and borrowings, bank overdraft, trade payables and other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s main financial assets include cash and term deposits and trade and other receivables that derive directly from its operations. The Group also holds available-for-sale financial investments.

F-59

Notes to the consolidated financial statements (continued)

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s management oversees the management of these risks. The Group’s management is supported by financial management that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial management provides assurance to the Group’s senior management that the Group’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.

The Management reviews and agrees policies for managing each of these risks, which are summarized below.

Market risk -

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market risk. Market risk comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, bank overdraft, deposits, and available-for-sale financial investments.

The sensitivity analyses shown in the following sections relate to the consolidated position as of December 31, 2013 and 2012. The sensitivity analyses have been prepared on the basis that the amount of net debts, the ratio of fixed to floating interest rate of the debt and the proportion of financial instruments in foreign currencies are all constant at the date of the consolidated statement of financial position.

Interest rate risk -

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

As of December 31, 2013 and 2012, all of the Group’s borrowings are at a fixed rate of interest; consequently, we will not and disclose interest rate sensitivity because the Group had no floating rates indebtedness.

Foreign currency risk -

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange relates primarily to the Group’s operating and financing activities (when revenue or expense is denominated in a different currency from the Group’s functional currency).

The Group does not hedge its exposure to the currency risk.

F-60

Notes to the consolidated financial statements (continued)

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the US dollar exchange rate, with all other variables held constant. The impact on the Group’s profit before income tax is due to changes in the fair value of monetary assets and liabilities.


2013	Change in US$ rate		Effect on profit before tax
U.S. Dollar	%		S/.(000)

		+5		(21,972	)
		+10		(43,944	)
		-5		21,972
		-10		43,944

2012	Change in US$ rate		Effect on profit before tax
U.S. Dollar	%		S/.(000)

		+5		786
		+10		1,572
		-5		(786	)
		-10		(1,572	)

Commodity price risk -

The Group is affected by the price volatility of certain commodities. Its operating activities require a continuous supply of coal. The Group does not use forward commodity purchase contracts to hedge the purchase price of coal. Based on a 12-month forecast about the required coal supply, the Group signs fixed - price agreements every 12 months.

Commodity price sensitivity

The following table shows the effect of price changes in coal in 1-year period:


	Change in year-end price		Effect on profit before tax
	%		S/.(000)

2013
		+10		(4,795	)
		-10		4,795

2012
		+10		(2,064	)
		-10		2,064

Equity price risk -

The Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s Board of Directors reviews and approves all equity investment decisions.

F-61

Notes to the consolidated financial statements (continued)

At the reporting date, the exposure to listed and unlisted equity securities at fair value was S/.36,058,000, see Note 9(a). A decrease of 10% on the Lima stock exchange (BVL) market index could have an impact of approximately S/.3,606,000 on the income or equity attributable to the Group, depending on whether or not the decline is temporary or prolonged. An increase of 10% in the value of the listed securities would only impact equity but would not have an effect on profit or loss.

Credit risk -

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to a credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of the customer is assessed and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit. As of December 31, 2013 and 2012, the Group had 4 and 8 customers, respectively, that owed the Group more than S/.15,000,000 and accounted for approximately 33% and 36%, for all receivables owing. There were 18 and 21 customers during the year 2013 and 2012, respectively, with balances greater than S/.700,000 each and accounting for just over 63% and 56% the total amounts receivable.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 7. The Group does not hold collateral as security.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Management on an annual basis, and may be updated throughout the year subject to approval of the Group’s financial management. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure as of December 31, 2013 and 2012. The Group’s maximum exposure to credit risk for the components of the consolidated statement of financial position is the carrying amounts as showed in Note 6.

Liquidity risk -

The Group monitors its risk of shortage of funds using a recurring liquidity planning tool.

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, debentures and finance leases contracts. Access to sources of funding is sufficiently available and debt maturing within 12 months can be rolled over with existing lenders.

F-62

Notes to the consolidated financial statements (continued)

Excessive risk concentration -

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:


	On demand		Less than 3 months		3 to 12 months		1 to 5 years		More than 5 years		Total
	S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)

As of December 31, 2013
Interest-bearing loans		—		—		—		—		824,022		824,022
Interests		—		18,873		18,873		150,984		169,857		358,587
Trade and other payables		279		112,560		3,754		—		—		116,593

As of December 31, 2012
Interest-bearing loans and bank overdraft		13,255		—		9,629		192,571		—		215,455
Interests		—		3,256		9,767		32,670		—		45,693
Trade and other payables		232		108,403		8,738		—		—		117,373

Capital management -

For the purpose of the Group’s capital management, capital includes capital stock, investment shares, additional paid-in capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximize the shareholders’ value.

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the creditors to immediately call senior notes. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirements of the financial covenants.

No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2013 and 2012.

F-63

Notes to the consolidated financial statements (continued)

29.

Financial assets and financial liabilities

(a)

Financial asset and liabilities –

Financial assets -


	2013		2012
	S/.(000)		S/.(000)

Available-for-sale financial investments at fair value through OCI
Quoted equity shares		967		831
Unquoted equity shares		35,091		34,056


Total available-for-sale investments, note 9(b)		36,058		34,887


Total financial instruments at fair value		36,058		34,887


Total current		—		—

Total non-current		36,058		35,857


		36,058		34,887

Except available-for-sale investments, all financial assets which included cash and cash equivalents and trade and other receivables are classified in the category of loans and receivables, are held to maturity, and generate fixed or variable interest income for the Group. The carrying value may be affected by changes in the credit risk of the counterparties.

Financial liabilities -

All financial liabilities of the Group include trade and other payables, bank overdraft and interest-bearing loans and borrowings are classified as loans and borrowings and are carried at amortized cost.

F-64

Notes to the consolidated financial statements (continued)

(b)

Fair values -

Set out below, is a comparison by class of the carrying amounts and fair values of the Group’s financial instruments that are carried in the consolidated financial statements:


	Carrying amount				Fair value
	2013		2012		2013		2012
	S/.(000)		S/.(000)		S/.(000)		S/.(000)

Financial assets
Available-for-sale financial investments		36,058		34,887		36,058		34,887


Total financial assets-non-current		36,058		34,887		36,058		34,887


Financial liabilities
Financial obligations:
Senior Bonds / Loans at fixed rates		824,022		202,200		738,527		169,079


Total financial liabilities		824,022		202,200		738,527		169,079

The Management assessed that cash and term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate fair values:

•

Fair values of interest-bearing loans and borrowings are estimated by discounting future cash flows using discount rates that reflect the issuer’s borrowing rate as at the end of the reporting period. The non-performance risk as of December 31, 2013 and 2012, was assessed to be insignificant.

•

Fair value of available-for-sale investments is derived from quoted market prices in active markets.

•

Fair value of unquoted available-for-sale financial investments is estimated using a technique for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly, see note 9(b).

F-65

Notes to the consolidated financial statements (continued)

(c)

Fair value measurement -

The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2013 –


	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	S/.(000)		S/.(000)		S/.(000)		S/.(000)

Assets measured at fair value:
Available-for-sale financial investments (Note 9):
Quoted equity shares		967		967		—		—
Unquoted equity shares		35,091		—		35,091		—


Total financial assets		36,058		967		35,091		—


Liabilities for which fair values are disclosed:
Senior Notes		738,527		—		738,527		—


Total financial liabilities		855,120		—		855,120		—

There have been no transfers between Levels during the period ending December 31, 2013.

F-66

Notes to the consolidated financial statements (continued)

Fair value hierarchy for financial instruments measured at fair value as of December 31, 2012

Quantitative disclosures fair value measurement hierarchy for assets and liabilities as of December 31, 2012 –


	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	S/.(000)		S/.(000)		S/.(000)		S/.(000)

Assets measured at fair value:
Available-for-sale financial investments (Note 9):
Quoted equity shares		831		831		—		—
Unquoted equity shares		34,056		—		34,056		—


Total financial assets		34,887		831		34,056		—


Liabilities for which fair values are disclosed:
Loans at fixed rates		169,079		—		169,079		—


Total financial liabilities		169,079		—		169,079		—

There have been no transfers between Levels during the period ending December 31, 2012.

F-67

Notes to the consolidated financial statements (continued)

30.

Segment information

For management purposes, the Group is organized into business units based on their products and activities and have three reportable segments as follows:

•

Production and marketing of cement, concrete and blocks in the northern region of Peru.

•

Sale of construction supplies (steel rebar and building materials) in the northern region of Peru.

•

Production and marketing of quicklime in the northern region of Peru.

No operating segments have been aggregated to form the above reportable operating segments.

Management monitors profit before income tax of each business unit separately for purposes of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit before income tax and is measured consistently with profit before income tax in the consolidated financial statements.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.


	Revenues from external customers		Revenues from inter segments			Total revenue			Gross profit margin			Provision for impairment of zinc mining assets			Other operating income, net			Administrative expenses			Selling and distribution expenses			Finance costs			Finance income			(Loss) gain from exchange difference, net			Profit before income tax			Income tax expense			Profit for the year
	S/.(000)		S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)			S/.(000)
2013
Cement, concrete and blocks		1,102,079		2			1,102,081			514,785			—			12,257			(184,365	)		(27,591	)		(35,714	)		25,341			(46,588	)		258,125			(90,627	)		167,498
Construction supplies		103,293		48			103,341			3,363			—			445			(2,054	)		(1,893	)		(2	)		52			4			(85	)		30			(55	)
Quicklime		31,851		—			31,851			5,035			—			289			(5,997	)		(253	)		(1,387	)		990			(1,857	)		(3,180	)		1,116			(2,064	)
Other		2,465		2,896			5,361			266			—			(4,710	)		(16,499	)		(80	)		—			830			11			(20,182	)		7,086			(13,096	)
Adjustments and eliminations		—		(2,946	)		(2,946	)		—			—			—			—			—			—			—			—			—			—			—


Consolidated		1,239,688		—			1,239,688			523,449			—			8,281			(208,915	)		(29,817	)		(37,103	)		27,213			(48,430	)		234,678			(82,395	)		152,283

2012
Cement, concrete and blocks		972,241		1,415			973,656			440,502			—			3,326			(169,157	)		(27,123	)		(22,250	)		20,529			(431	)		245,396			(78,905	)		166,491
Construction supplies		143,165		980			144,145			4,898			—			354			(2,669	)		(2,406	)		—			56			(21	)		212			(68	)		144
Quicklime		52,738		—			52,738			12,898			—			43			(10,051	)		(820	)		(1,520	)		1,441			(23	)		1,968			(632	)		1,336
Other		1,664		2,567			4,231			(1,548	)		—			3,983			(21,190	)		(516	)		(1	)		1,300			(261	)		(18,233	)		5,862			(12,371	)
Adjustments and eliminations		—		(4,962	)		(4,962	)		—			—			—			—			—			—			—			—			—			—			—


Consolidated		1,169,808		—			1,169,808			456,750			—			7,706			(203,067	)		(30,865	)		(23,771	)		23,326			(736	)		229,343			(73,743	)		155,600

2011
Cement, concrete and blocks		802,959		2,497			805,456			408,760			—			8,530			(168,220	)		(19,682	)		(19,389	)		4,770			1,212			215,981			(79,820	)		136,161
Construction supplies		143,334		5,822			149,156			4,471			—			664			(4,814	)		(2,479	)		(186	)		92			61			(2,191	)		810			(1,381	)
Quicklime		45,859		—			45,859			12,106			—			401			(10,310	)		(730	)		(1,132	)		74			83			492			(182	)		310
Other		2,818		2,519			5,337			118			(95,994	)		(257	)		(12,852	)		(816	)		(953	)		200			120			(110,434	)		40,813			(69,621	)
Adjustments and eliminations		—		(10,838	)		(10,838	)		—			—			—			—			—			2,441			(2,441	)		—			—			—			—


Consolidated		994,970		—			994,970			425,455			(95,994	)		9,338			(196,196	)		(23,707	)		(19,219	)		2,695			1,476			103,848			(38,379	)		65,469

F-68

Notes to the consolidated financial statements (continued)


	Segment assets		Other assets		Total assets		Operating liabilities		Capital expenditure		Depreciation			Provision of inventory net realizable value and obsolescence
	S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)		S/.(000)			S/.(000)

2013
Cement, concrete and blocks		2,596,649		—		2,596,649		1,051,566		155,657		(50,409	)		(260	)
Construction supplies		21,773		—		21,773		45,839		47		(59	)		—
Quicklime		134,924		—		134,924		—		2,904		(4,333	)		—
Other		325,133		36,058		361,191		7,662		51,986		(1,070	)		2,452


Consolidated		3,078,479		36,058		3,114,537		1,105,067		210,594		(55,871	)		2,192


2012
Cement, concrete and blocks		1,929,599		—		1,929,599		445,985		215,647		(45,738	)		(830	)
Construction supplies		23,122		—		23,122		33,728		15		(71	)		—
Quicklime		133,748		—		133,748		—		—		(1,607	)		—
Other		261,968		34,887		296,855		9,496		54,570		(538	)		(2,448	)


Consolidated		2,348,437		34,887		2,383,324		489,209		270,232		(47,954	)		(3,278	)


2011
Cement, concrete and blocks		1,623,726		—		1,623,726		854,065		191,356		(42,316	)		—
Construction supplies		12,741		—		12,741		14,279		22		(854	)		—
Quicklime		139,855		—		139,855		5,896		6,377		(2,447	)		—
Other		149,429		22,074		171,503		—		43,460		(1,325	)		—


Consolidated		1,925,751		22,074		1,947,825		874,240		241,215		(46,942	)		—

F-69

Notes to the consolidated financial statements (continued)

Revenues from one customer, arising from sales within the quicklime segment, amounted to S/.22,450,000, S/.21,105,000 and S/.16,378,000 in 2013, 2012 and 2011, respectively.

Capital expenditure consists of S/.210,594,000, S/.270,232,000 and S/.241,215,000 in December 2013, 2012 and 2011, respectively, corresponding to additions of property, plant and equipment, exploration and evaluation assets and other minor non-current assets. During 2013, 2012 and 2011, there were no purchases of assets through capital leases.

Inter-segment revenues of S/.2,946,000, S/.4,962,000 and S/.10,838,000 during the years ended as of December 31, 2013, 2012 and 2011, respectively were eliminated on consolidation.

The “other” segment includes activities that do not meet the threshold for disclosure under IFRS 8.13 and represent non-material operations of the Group (including phosphates and brine projects).

Other assets

As of December 31, 2013 and 2012, corresponds to the available-for-sale investments caption for approximately S/.36,058,000 and S/.34,887,000, respectively, which is not allocated to a segment.

Geographic information

All revenues are from Peruvian clients.

As of December 31, 2013 and December 31, 2012, all non-current assets are located in Peru. During 2012, the subsidiary Zemex LLC. had a land amounted to S/.2,312,000 that was located in United States of America (its only non-current asset). This land was sold in December 2012 for S/.6,202,000, resulting in a net gain of S/.3,992,000 which was recorded in the consolidated statement of income of the year 2012. During 2013, the subsidiary Zemex LLC was liquidated and the capital contributions and final cash resulting from subsidiary liquidation were returned to both shareholders of the subsidiary. See note 22 for further details.

F-70

Exhibit 1.1

LOGO

BYLAWS

I. NAME, PURPOSE, REGISTERED OFFICE, DURATION, DATE OF COMMENCEMENT OF ACTIVITIES

FIRST ARTICLE . CEMENTOS PACASMAYO S.A.A. is a company organized under the form of a publicly held company, subject to the General Law of Companies, to the Law of Securities Market and other applicable provisions.

The company shall be named “CEMENTOS PACASMAYO SOCIEDAD ANONIMA ABIERTA” or its abbreviation “CEMENTOS PACASMAYO S.A.A.”

SECOND ARTICLE. The purpose of the Company preparing and manufacturing cements, lime, aggregates, blocks and cement bricks, concrete pre-mix and other construction material, its derivatives and similar, including its trading and sale in the Republic of Peru and abroad. The company may also carry out all kinds of mining activities such as prospecting, exploration, development, exploitation, merchandising, benefit and transport; as well as any activity related with goods transport service in general, materials and hazardous wastes, including chemical supplies and controlled goods; and execute and subscribe all acts and suitable contracts for the fulfillment of its purpose, including activities to acquire, sell, build, lease and manage real and personal property and perform all civil and commercial activities that are convenient, including its participation in other companies in the Republic of Peru and abroad.

THIRD ARTICLE . The address of the Company shall be in the province and department of Lima. The Company may establish agencies, branch offices and offices in any place in the Republic of Peru and/or abroad, by Board of Directors’ resolution.

FOURTH ARTICLE . The duration of the Company shall be perpetual, having commenced activities December 10 ^th 1998.

II. CAPITAL STOCK AND SHARES

FIFTH ARTICLE . The capital Stock of the company is S/. 531’461,479 (Five hundred thirty-one million, four hundred sixty-one thousand, four hundred seventy-nine and 00/100 Nuevos Soles) that shall be represented by 531’461,479 shares with S/. 1.00 (Nuevo Sol) par value, fully subscribed and totally paid.

SIXTH ARTICLE . The liability of each shareholder shall be limited to the amount of his contribution according to the nominal value of the shares of which he is holder.

SEVENTH ARTICLE. The shares are nominal and will have titles that shall be recorded in certificates or account entries. One sole title can represent one or more shares of one owner or joint owners.

The certificates shall be signed by two Directors and will include the following:

A. The name of the company, its capital stock, domicile, and duration, the date of the public deed of incorporation and the Notary before whom it was issued, as well as the information of its registration in the Public Registry.

B. The name of the shareholder, the issuance date, the serial number, the number and the class of shares it represents and the number each share bears.

C. The nominal value per share, the amount paid and subsequent payments that are made on account of their nominal value or the statement that the shares are totally paid.

D. Liens or charges that could have been established on the share.

Provisional Certificates of Shares or Subscription Records may be issued, under the terms of Article 87 of the General Corporations Law as a result of capital increases agreed by the Company, subject to the applicable laws.

The account entries shall be made according to the applicable law.

EIGHT ARTICLE . The company shall recognize as owner of each share whoever appears as such in the “Registry of Shares” to be kept by the Company. Also registered, shall be the consecutive transfers of shares and the establishment of real rights or court measures that could affect the same.

When there is a legal action concerning the ownership of the shares, the Company shall admit the exercise of the rights of shareholders to the person to be considered as holder, pursuant to provisions of foregoing paragraph, except if otherwise ordered by court mandate.

NINTH ARTICLE . There are no limitations, restrictions or priorities in a transfer of shares.

The Company shall not recognize agreements between shareholders containing limitations, restrictions or priorities to a free transfer of shares.

TENTH ARTICLE . The preferential right of shareholders to subscribe increase of capital stock with new contributions is incorporated to a security, called certificate of preferential subscription or by a notation on account, both freely transferable.

Shareholders cannot exercise this shareholder’s right if they are in default in dividends payable and their shares will not be calculated to establish the prorate participation in preferential right.

There is no preferential right of subscription in an increase of capital stock by conversion of obligations into shares, in the case of articles 103 and 259 of the General Law of Companies, or in cases of reorganization of companies stipulated in above mentioned law.

The General Shareholders’ Meeting can decide that shareholders do not have preferential right of subscription who are believed to fall under cases established in article 259 of the General Law of Companies, provided requirements provided in said article are met.

The content of a certificate of preferential subscription, and its exercise and procedure of subscription, is ruled by legal provisions on this subject matter stipulated in the General Law of Companies and in the Law of Securities Market and provisions established by the General Meeting, or otherwise by the Board of Directors.

ELEVENTH ARTICLE . Each share gives right to a vote, except for election of Board of Director purposes, when it will be subject to provision of article 164 of the General Law of Companies. Each share is indivisible and cannot be represented but by one person only.

Always when by inheritance or any other title or right, legal or contractual, a number of natural persons acquire the joint property of one or more shares, they shall designate, among the co-owners, one among them to exercise the rights of shareholder, certifying in writing such designation, either through private or public instrument.

In case of disability, impairment or inconvenience of all the co-owners, they shall designate an common attorney that will exercise their rights, certifying in writing such appointment and indicating whether the term is fixed or indefinite.

All such designations referred to in his article shall be accredited and notified to the Company, and shall be considered valid before the Company until a revocation has been notified.

TWELFTH ARTICLE . In the case of loss or destruction of the titles representing the shares, the issue of new titles will be completed, after procedures determined by law and upon the guaranties that the Board of Directors shall deem convenient. The cost shall be charged to the applicant.

THIRTEENTH ARTICLE . Any shareholder for the fact of so being, is subject to the Bylaws of the Company and resolutions of the General Shareholders’ Meeting and the Board of Directors, adopted pursuant to this same Bylaws.

III. CORPORATE BODIES

FOURTEENTH ARTICLE . The company bodies are: the General Shareholders’ Meeting, the Board of Directors, and Management.

IV. GENERAL SHAREHOLDERS MEETINGS

FIFTEENTH ARTICLE . The General Shareholders’ Meeting is the supreme body of the company, and decides on any of the matters proper of its competence.

SIXTEENTH ARTICLE . The General Shareholders’ Meeting shall be called to meet in the place of the corporate domicile or in the place indicated in the call.

At the written request of shareholders representing at least three fourths of the shares subscribed with right to vote, or by resolution of the Board of Directors by unanimous vote of attendees, can hold a General Shareholders’ Meeting in a different place, whether in the county or abroad.

SEVENTEENTH ARTICLE . The General Shareholders’ Meeting will meet at least once a year within the first three months following the end of each annual fiscal year; this meeting is called the Annual Mandatory General Shareholders’ Meeting.

EIGHTEENTH ARTICLE . The General Shareholders’ Meeting will meet in any place when decided by the Board of Directors or requested by notary means by a number of shareholders representing at least five percent of subscribed shares with right to vote.

NINETEENTH ARTICLE . The Board of Directors gives notice of Shareholders’ Meetings through a published notice once in the Official Gazette “El Peruano”, and in one of major circulation newspaper of Lima at least twenty-five calendar days in advance to the date the Annual Mandatory Shareholders’ Meeting is to be held and when any other General Shareholders’ Meeting is to be held.

The notice may also contain the date in which a General Shareholders’ Meeting will be held in second or third call. In this case, between one and the next call, not less than three and no more than ten calendar days must pass.

The notice shall specify the date, time and place where the meeting will be held and the subject matters to be discussed.

TWENTIETH ARTICLE . When a General Shareholders’ Meeting is not held if more than half an hour has passed and there is no quorum, or is not held for any other reason, a second call shall be made, unless the latter has been provided for in the notice referred to in foregoing article

The second call shall be made within the next thirty-calendar days to the date the Meeting was not held upon de first call, and the third call within an equal term from the second, with the same requirements of the notice specified in the first call.

TWENTY FIRST ARTICLE . A General Shareholders’ Meeting can be held without need of prior notice provided all shareholders present or represented, represent all shares subscribed with right to vote and record their unanimous consent to meet and discuss the matters proposed in the Book of Minutes.

TWENTY SECOND ARTICLE . Entitled to attend a General Shareholders’ Meeting, with voice and vote, are the holders of shares with right to vote registered in the Registry of Shares, ten calendar days previous to the meeting.

Also entitled to attend a General Shareholders’ Meeting are, with voice not vote, the Directors and Managers of the Company that are not shareholders.

By invitation, Attorneys, Auditors and Officers of the Company, not being shareholders, may attend a General Shareholders’ Meeting, as well as individuals determined by the Meeting, all of which will have voice but not vote.

TWENTY THIRD ARTICLE . Shareholders can be represented by a proxy in General Meetings.

The representation shall be notified by simple letter, cable, telex, fax or any other means of communication that can issue a written certification, understanding that the representation is for each General Meeting, except when the Power of Attorney is granted through a Public Instrument.

The powers need to be registered with the Company until to the day before the Meeting is held. Any person can represent one or several shareholders.

TWENTY FOURTH ARTICLE . A General Meeting to be hold in first call, the requirement is that the attendance, personal or through proxies or attorneys in fact, of shareholders represent at least fifty percent of subscribed shares with right to vote.

For the second or third call, the attendance of any number of subscribed shares with right to vote shall suffice. The exception to the provision in this article is stipulated in the next article.

TWENTY FIFTH ARTICLE . A General Shareholders’ Meeting that will discuss the increase or reduction of the capital stock, the issue of obligations, transformation, merge, split off, reorganization or dissolution of the corporation, the resolution to sell, in one only act, the assets whose book value exceeds fifty percent of the capital stock of the company, and in general, any modification of the Bylaws, requires, for the first call, the attendance, personal or through proxies or attorneys in fact, of shareholders represent at least fifty percent of subscribed shares with right to vote.

For the second call, it will suffice the representation of at least twenty-five percent of subscribed shares with right to vote,

In the event this quorum is not reached in second call, the General Meeting will be held in third call, when any number of subscribed shares with right to vote shall suffice.

TWENTY SIXTH ARTICLE . The General Shareholders’ Meeting shall be chaired by the President and in his absence, by the Vice-president.

If both are absent, it shall be presided by whoever is representing the greater number of shares, and when two or more meet these same conditions, then it will be by lot.

The Company Manager shall act as Secretary or, in his absence or impairment, then the person who the General Meeting will appoint in each case.

TWENTY SEVENTH ARTICLE . The Annual Mandatory General Shareholders’ Meeting shall:

A.	Discuss the corporate management and economic results of previous fiscal year, expressed in the financial statements for such period.

B.	Decide on the application of company profits, if any,

C.	Choose when necessary, the members of the Board of Directors and fix their remuneration.

D.	Designate or delegate upon the Board the appointment of external auditors, when required,

E.	Decide on other proper matters pursuant to these Bylaws and any other specified in the call.

TWENTY EIGHTH ARTICLE . The General Shareholders’ Meeting also shall:

A.	Remove the members of the Board at any time and without need to express cause, and choose who are to replace them,

B.	Amend the Bylaws,

C.	Increase or reduce the capital stock,

D.	Issue obligations,

E.	Agree the sale, in one single action, of assets whose book value exceeds fifty percent of the company capital stock,

F.	Agree on investigations, audits or balances,

G.	Transform, merge, split off, reorganize, dissolve and liquidate the company,

H.	Decide on any kind of matters, provided the law or the Bylaws agree an intervention, and in any other matter that requires a corporate interest.

TWENTY NINTH ARTICLE . The resolutions of a General Shareholders’ Meeting shall be adopted by absolute majority of subscribed shares with right to vote representing such majority.

THIRTIETH ARTICLE . The right to vote shall not be exercised by shareholders that:

A.	Are late in paying their contributions to the company. The shares that are not entitled to exercise their right to vote shall not be accounted for to complete quorum or to establish a majority vote.

B.	Have, in the matters submitted to the General Meeting, on their own right or third party right, a conflict of interest with the company. The shares that are not entitled to exercise their right to vote shall not be accounted for to complete quorum or to establish a majority vote.

THIRTY FIRST ARTICLE . At the request of shareholders representing not less than twenty-five percent of subscribed shares with right to vote, the General Meeting may be adjourned only once, for not less than three days and no more than five calendar days, and without need of a new call, for the discussion and vote of matters upon which the shareholders so requesting it, deemed not being sufficiently informed.

Any number of meetings in which the Meeting is eventually held, shall be deemed as only one, and a single minutes shall be draw up.

THIRTY SECOND ARTICLE . The resolutions of the General Meeting shall be recorded in the minutes draw up in a special book, certified according to Law, and kept by the company manager.

THIRTY THIRD ARTICLE . When under any circumstance, the minutes of a General Shareholders’ Meeting cannot be draw up in respective book; a special document shall be issued, with the same formalities and requirements, specified in foregoing article.

The text of the special document shall be adhere or transcribed timely, in the book of minutes.

THIRTY FOURTH ARTICLE . The General Shareholders’ Meeting established, subject to provisions set forth in these Bylaws, legally represents all the shareholders of the company, and its resolutions bind them all, including dissidents and those not attending the meeting.

V. BOARD OF DIRECTORS

THIRTY FIFTH ARTICLE . The Board of Directors is the executive body of resolutions adopted by the General Shareholders’ Meeting, exercises the authority and rights concerning the representation, management and administration of the company; and it is under their competence to decide any business that by law or by these Bylaws are not expressly reserved to the General Shareholders’ Meeting. The Board can meet within or outside the company premises.

The Board shall be formed by a minimum of 7 (seven) members and a maximum of 11 (eleven) members. Before the election, The General Shareholders’ Meeting shall decide on the number of Directors to elect for the applicable period.

In addition, the Board can have a minimum of 3 (thee) Alternate Directors and a maximum of 5 (five) Alternate Directors that shall be elected by the General Shareholders’ Meeting, in the same way as the Regular Directors and rule over them all legal and statutory provisions applicable to regular members when attending in their stead.

Alternate Directors may attend any Board meeting. The President of the Board shall designate the Alternate Director or Directors that will replace the Regular Director, as applicable, on a definite fashion in a case of vacancy, or on a temporary fashion in the event of absence or impediment. The simple vacancy, absence or impediment of a regular member fully validates the acting of the alternate member who replaces him.

THIRTY SIXTH ARTICLE . For the purposes of election of the Board, and Alternate Directors, each share gives right to as many votes as directors need to be elected, and each shareholder can accumulate his votes in behalf of one person only or distribute it among various.

Directors will be proclaimed when they obtain a greater number of votes, following the order of these. When two or more persons obtain an equal number of votes and all of them cannot be part of the Board because the fixed number of directors according to these Bylaws will not allow it, it will be decided by lot, who among them shall become member of the Board.

This article is not applicable when the directors are elected unanimously.

THIRTY SEVENTH ARTICLE . The office of Director ends:

A.	By resignation, death, illness, civil impairment or another cause that definitely prevents him to exercise his functions,

B.	When the General Shareholders’ Meeting so agrees, in the form provided for in sub item A) of article twentieth.

THIRTY EIGHTH ARTICLE . In the case of vacancy from office of any of the Directors, while a new election shall take place by the General Shareholders’ Meeting, the Board shall designate the Alternate Director that will replace him on a definite manner.

In case there is a vacancy of Directors in a number such that the Board cannot meet validly, the regular Directors will assume ad interim the administration and shall call promptly a General Shareholders’ Meeting, to elect the missing Directors.

THIRTY NINTH ARTICLE . The Directors will elect among them, a President, who will chair their meetings, and the General Shareholders’ Meetings, and a Vice-president, who will exercise the same functions in the case of absence or impediment of the former.

When neither the President of the Board nor the Vice-president attend, the meeting shall chaired by the oldest Director.

Acting as the Secretary of the meeting shall be the Manager of the company or, in his absence, the person that in each case is designated by the Company.

Company Attorneys, Auditors and Officers of the Company, may attend the Board Meeting, at the invitation of the latter, all of which will have voice but not vote.

FORTIETH ARTICLE. The Directors will be appointed for three (3) year-long periods, except for appointments made to complete a term. The Directors can be reelected by one or more additional periods.

The Board may appoint one or more Directors to resolve or execute certain acts. The delegation may be made to act individually or, if two or more Directors, to serve as Committee.

The position of Director is remunerated. The Annual Mandatory Shareholders’ Meeting will set the fixed remuneration of the Board when ruling on corporate management and economic performance of the previous year expressed in the individual annual audited financial statements. The fixed remuneration corresponding to the President of the Board will be twice the remuneration that corresponds to any other director. As part of the directors’ remuneration, an additional remuneration to the diet provided to each director may be granted to the Directors that participate in one or more committees, according to the work they undertake at such committees. The total amount of the additional payment corresponding to all Directors shall not exceed the total amount of fixed compensation corresponding to all Directors.

The term of the Board ends when the Annual Mandatory Meeting resolves on the balance of the previous fiscal year and the election of a new Board, but Directors will continue in position, although having concluded the term, until a new election is held, and the elected members have accepted the office.

FORTY FIRST ARTICLE . The President of the Board, or whoever performs his office, shall call a meeting whenever deemed necessary or when any Director or the General Manager so requests it. The Board should gather at least four times a year.

The meetings of the Board are called by the President or the person he designates, by means of notices with acknowledgment of receipt that shall be addressed to the domicile of each Director, with at least three day notice from the date of the meeting.

The notices shall be delivered by registered mail, facsimile, telex, or any other means, assuring its receipt, and shall clearly specify the place, day and time the meeting will take place, and the matters to be discussed therein.

Any Director may submit for consideration of the Board, the matters deemed of interest for the company, although these may not be included among the matters set in the notice, and resolve about them in cases when all the members of the Board are present.

FORTY SECOND ARTICLE . A call to a meeting will not be necessary when all Directors are present, and register in the Book of Minutes, their unanimous consent to hold a meeting without prior notice, and to discuss matters that are expressly proposed to them; the meeting can be held immediately.

FORTY THIRD ARTICLE . A meeting of the Board is held with the attendance of half the number of the members plus one. If the number of members is an odd number, then the attendance required of the number of Directors is equal to the full number immediately higher than half of it.

Meeting of the Board where members are not present can be held through written electronic means or other nature that will allow communication and ensure the authenticity of the resolution, except if any one Director is opposed to use this procedure.

FORTY FOURTH ARTICLE . Each Director has one vote.

A resolution of the Board shall be adopted by the favorable vote of the absolute majority of Directors attending. In case of a tie, the President shall have the casting vote.

FORTY FIFTH ARTICLE . A Director, who in any matter has an interest contrary to the company’s shall state so to the Board, and not participate in the discussion and resolution concerning such matter. The impeded Director shall be deemed present for quorum purposes, but his vote shall not be calculated to establish the majority of the votes,

FORTY SIXTH ARTICLE . The resolutions of the meetings of the Board shall be registered in the minutes in the Book of Minutes, or in separate pages with the use a mechanical system, certified according to law, to be kept by the Secretary of the Company.

All Directors are entitled to have their votes and their grounds be registered when they so consider convenient; which can be done in respective minutes, or through a notary letter.

FORTY SEVENTH ARTICLE . The Board has the power of legal representation and of the necessary management for the administration and steering of the company with the limitations provided by law and the Bylaws.

The main duties and powers of the Board are:

A)	Conduct and control each and all the company business and activities,

B)	Regulate their own operation,

C)	Organize the company offices and determine their expenses,

Name and remove the General Manager, the Managers, Attorneys, representatives and any other officer on company service, delegate upon them the authority deemed convenient, specify their obligations and remunerations, grant them bonuses, when considered applicable, limit and revoke their powers previously delegated and establish all the rules and regulations believed necessary for the good provision of services of the company.

Dispose onerously, exchange, purchase, sell, promise to purchase and give promise of sale of real property, as well as establish mortgage upon them, according to common law or under the conditions required by commercial banks or other public promotional institutions and other credit institutions, according to their laws and regulations, or pursuant to other special laws.

F)	Pledge assets, whether common, industrial, and mercantile or of any other nature, according to common laws, or according to special laws, whatever these may be.

G)	Obtain and grant mutual loans, credits in checking accounts, advance or overdrafts, documentary credits, advance in checking accounts and other similar operations, with or without guarantee.

H)	Open branch offices, agencies or offices of the company deemed necessary, and reform them or close them.

I)	Waive the domicile jurisdiction.

J)	Propose to the General Shareholders’ Meeting the resolutions deemed convenient for the corporate interests.

K)	Submit annually to the Mandatory Shareholders’ Meeting, the General Balance and the Annual Report of the fiscal year.

L)	Render accounts

M)	Grant general or special powers to complete one or several acts referred to in foregoing sub items, except those referred in foregoing sub items K) and L), modify or renew them.

N)	Delegate all or some of the powers, except those referred in foregoing sub items K) and L).

O)	Review, approve any other type of contracts required to fulfill corporate purposes that exceeds the powers of Management.

P)	Ensure compliance of legal and statutory provisions, as well as the resolutions of the General Meeting, being authorize to dictate and modify in-house regulations,

Q)	Discuss and resolve all the other matters that according to these Bylaws are not submitted to resolutions by the General Shareholders’ Meeting.

VI. MANAGEMENT

FORTY EIGHTH ARTICLE . The Company will have one General Manager who will be appointed by the Board of Directors.

The General Manager is in charge of the administration of the Company.

The General Management may be the responsibility of a natural or a legal person, when a legal person is named Manager, immediately one or more natural persons representing the legal person shall be named for this purpose.

FORTY NINTH ARTICLE . The General Management is responsible of:

A)	Organizing the internal system of the Company.

Conduct all the business activities of the Company, in order to maintain it in optimum conditions of productive technique, of administrative, commercial and financial efficiency, safety, legal efficiency and validity, economic profitability and technological progress. For this, he is authorized to execute actions and regular contracts concerning the corporate purpose, as well as the work, the Board and the General Shareholders’ Meeting shall entrust upon him.

C)	Responding for the existence, regularity and authenticity of the books that the law orders the company to keep and issue the correspondence of the same.

D)	Name and remove officers or technicians of high responsibility and high remuneration, determining their obligations and remunerations, as well as employees and workers that are required, promote them, change their functions and set their remunerations.

Represent the Company before any kind of authorities, whether political, administrative, fiscal, municipal or legal, with general and special powers of articles 74 and 75 of the Civil Procedural Code. Consequently, the Manager is authorized to conduct all the acts of disposal of substantive and procedural law and, in particular, to sue, counterclaim, respond to suits and counterclaims, abandon proceedings, acquiesce the claim, compromise, submit to arbitration controversial issues, substitute or delegate procedural representation, and for all the other acts required by law.

F)	Account for the course and condition of Corporate Business when the Board so requests.

G)	Order payments and collection

Jointly with another Manager or Company Attorney, he is authorized to agree and verify credit operations deemed necessary; open, close and manage checking, deposit or credit accounts, in local or foreign currency, within or outside the country, deposit, draw and acknowledge statements or contest them; enter into credit agreements in checking accounts, with or without guarantee, for the product of the same be applied to paying obligations of the company or be deposited in its accounts, complete any kind of operations concerning bills of exchange, checks, promissory notes, warrants, letters or orders of credit, invoices or other commercial or bank documents, whether to order or to bearer, the same that he will draw, subscribe, accept, reaccept, ratify, extend, endorse, whether as guarantee, collection, discount, or fee simple, guarantee, cancel and negotiate and order a protest, as applicable and deemed convenient; request credits through notes, promissory notes or checking account, in local or foreign currency, for the product of the same be applied to paying obligations of the company or be deposited in its accounts; rent safe deposit boxes, use them and terminate the rent; register and acquire trademarks, register, obtain and buy patents; and endorse freight bills and bills of lading.

Exercise the other functions that the Board may entrust upon him, as well as to conduct administrative actions deemed necessary or convenient to fulfill the corporate purposes, as well as to exercise any other authority according to the nature of his office and that are not in opposition with statements by these Bylaws.

FIFTIETH ARTICLE . The Board may also name one or more Managers and Assistant Managers that will have the authority agreed to in their respective appointments or in by separate acts.

VII. INDEMNIFICATION FOR DIRECTORS AND GENERAL MANAGER

FIFTY FIRST ARTICLE. The company will take responsibility for all reasonable expenses in which the Board or the general manager may incur, as well as the damages they are obliged to pay regarding any action, trial or procedure in which they may have been part for being Director or general manager, except those in which is it determined by judicial or arbitral definitive statement that may have been caused as a result of agreements or acts against the law or the bylaws, or

for wishful misconduct, abuse of authority or gross negligence, in which case, the involved Director or general manager will remain obliged to refund the company, all the expenses incurred by the company.

VIII. FINANCIAL STATEMENTS AND PROFIT APPLICATION

FIFTY SECOND ARTICLE . Within a maximum term of eighty calendar days after December 31 ^st of each year, the Board shall prepare the Annual Report and the Financial Statements of the Company at December 31 of the previous year, according to provisions set forth by the General Law of Companies and the General Accounting Plan, as well as a proposal for the application of the profits; these documents shall be submitted for the approval of the Annual Mandatory General Shareholders’ Meeting.

The Financial Statements shall be signed by the Accountant and countersigned by the President of the Board or the General Manager, or the legal representative duly authorized for this purpose.

FIFTY THIRD ARTICLE . The General Shareholders’ Meeting may agree, prior approval of applicable Financial Statements, the distribution of provisional dividends from net gains of the annual fiscal year, provided the Company has no accumulated losses.

The profits resulting from Annual Financial Statements, after discounting all expenses, making corrections and having deduced the necessary amount to create a reserve fund or reserves to be created according to law, shall be applied as follows:

A.	Remuneration of the Board.

The remaining amount, should the Board decide so, shall be capitalized the amount agreed by the Meeting. IN this case, the shares issued in terms of capitalization shall be delivered to shareholders proportionally to the nominal value of the shares they posses, and if by virtue of the number of shares possessed by each shareholder, the distribution among them of the shares so issued are not exactly possible, the shareholders will compensate among them the differences or, if this is not convenient, it will be adjudicated by lot among them, the remaining shares that cannot be fully distributed, in order to respect the principle of indivisibility of each share.

C.	Of the remaining, the General Meeting shall agree the amount to establish a special fund or voluntary reserve.

D.	The final balance that may still remain shall be distributed as dividend among the shareholders.

IX. CORPORATE DISSOLUTION AND LIQUIDATION

FIFTY FOURTH ARTICLE . If a case of liquidation arises, the General Shareholders’ Meeting that resolves on the liquidation, shall designate the natural persons or legal persons that will take charge; during the liquidation period the regulations of these Bylaws shall be observed wherever applicable, those

stipulated by the General Law of Companies, the Code of Commerce, in other applicable laws and in the Regulations of the Mercantile Registry and the resolutions of the General Meetings.

FIFTY FIFTH ARTICLE . If after having paid the debts of the Company there is a remaining balance, this should be distributed pro rata among all shareholders proportionately to the nominal capital representing the shares they posses.

Further, once the liquidation is completed, the shareholders shall designate the person or entity that will keep the books and the documents of the Company.

Exhibit 2.3

Execution Version

CEMENTOS PACASMAYO S.A.A.

U.S.$300,000,000

4.50% SENIOR NOTES DUE 2023

INDENTURE

Dated as of February 8, 2013

CEMENTOS PACASMAYO S.A.A.,

as Issuer

CEMENTOS SELVA S.A.,

DISTRIBUIDORA NORTE PACASMAYO S.R.L.,

EMPRESA DE TRANSMISION GUADALUPE S.A.C. AND

DINOSELVA IQUITOS S.A.C.,

as Subsidiary Guarantors

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee, Security Registrar, Paying Agent and Transfer Agent

TABLE OF CONTENTS


		Page

ARTICLE I
DEFINITIONS

Section 1.1	Definitions		1
Section 1.2	Rules of Construction		23

ARTICLE II
ISSUE, EXECUTION AND AUTHENTICATION OF NOTES;
RESTRICTIONS ON TRANSFER

Section 2.1	Creation and Designation		24
Section 2.2	Execution and Authentication of Notes		24
Section 2.3	Initial Form of Notes		24
Section 2.4	Execution of Notes		25
Section 2.5	Certificate of Authentication		25
Section 2.6	Restrictions on Transfer of Global Notes		25
Section 2.7	Restrictive Legends		28
Section 2.8	Issuance of Definitive Notes		28
Section 2.9	Persons Deemed Owners		29
Section 2.10	Payment of Notes		29
Section 2.11	Additional Notes		30
Section 2.12	Additional Amounts		30
Section 2.13	Mutilated, Destroyed, Lost or Stolen Notes		32
Section 2.14	Cancellation		32
Section 2.15	Registration of Transfer and Exchange of Notes		33

ARTICLE III
REDEMPTION OF NOTES

Section 3.1	Applicability of Article		34
Section 3.2	Election to Redeem		34
Section 3.3	Optional Redemption		34
Section 3.4	Optional Tax Redemption		35
Section 3.5	Selection by the Trustee of Notes to be Redeemed and Notice of Redemption		36
Section 3.6	Deposit of Redemption Price		36
Section 3.7	Notes Payable on Redemption Date		36
Section 3.8	Open Market Purchases		36

ARTICLE IV
COVENANTS

Section 4.1	Covenants of the Issuer and the Subsidiary Guarantors		37
Section 4.2	Suspension of Covenants		44


Section 4.3	Merger, Consolidation or Sale of Assets	45
Section 4.4	Repurchase of Notes upon a Change of Control Repurchase Event	46

ARTICLE V
DEFAULTS AND REMEDIES

Section 5.1	Events of Default and Remedies	47

ARTICLE VI
DISCHARGE OF THE INDENTURE; DEFEASANCE

Section 6.1	Satisfaction and Discharge	52
Section 6.2	Repayment of Monies	53
Section 6.3	Return of Monies Held by the Trustee	53
Section 6.4	Defeasance and Covenant Defeasance	53

ARTICLE VII
GUARANTEE

Section 7.1	Guarantee	55
Section 7.2	Guarantee Unconditional	55
Section 7.3	Discharge Reinstatement	56
Section 7.4	Waiver by the Subsidiary Guarantors	56
Section 7.5	Subrogation and Contribution	56
Section 7.6	Stay of Acceleration	56
Section 7.7	Execution and Delivery of Guarantee	56
Section 7.8	Purpose of Note Guarantee	57
Section 7.9	Future Subsidiary Guarantors	57
Section 7.10	Release of Subsidiary Guarantees	57
Section 7.11	Sale of Assets, Consolidation or Merger	58
Section 7.12	Limitation on Amount of Note Guarantee	58

ARTICLE VIII
THE TRUSTEE

Section 8.1	Duties of the Trustee; Certain Rights of the Trustee	58
Section 8.2	Performance of Trustee’s Duties	61
Section 8.3	Resignation and Removal; Appointment of Successor Trustee; Eligibility	62
Section 8.4	Acceptance of Appointment by Successor Trustee	63
Section 8.5	Trustee Fees and Expenses; Indemnity	64
Section 8.6	Documents Furnished to the Holders	65
Section 8.7	Merger, Conversion, Consolidation and Succession	65
Section 8.8	Money Held in Trust	66
Section 8.9	No Action Except Under Specified Documents or Instructions	66
Section 8.10	Not Acting in its Individual Capacity	66
Section 8.11	Maintenance of Agencies	66
Section 8.12	Co-Trustees and Separate Trustees	67


ARTICLE IX
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1	With Consent of the Holders	68
Section 9.2	Without Consent of the Holders	69
Section 9.3	Effect of Indenture Supplements	69
Section 9.4	Documents to be Given to the Trustee	70
Section 9.5	Notation on or Exchange of Notes	70
Section 9.6	Meetings of Holders	70
Section 9.7	Voting by the Issuer and Any Affiliates Thereof	71

ARTICLE X

MISCELLANEOUS

Section 10.1	Payments; Currency Indemnity	71
Section 10.2	[Reserved]	72
Section 10.3	Governing Law	72
Section 10.4	No Waiver; Cumulative Remedies	72
Section 10.5	Severability	72
Section 10.6	Notices	73
Section 10.7	Counterparts	74
Section 10.8	Entire Agreement	74
Section 10.9	Waiver of Jury Trial	74
Section 10.10	Submission to Jurisdiction; Waivers	74
Section 10.11	Certificate and Opinion as to Conditions Precedent	75
Section 10.12	Statements Required in Certificate or Opinion	75
Section 10.13	Headings and Table of Contents	76
Section 10.14	Use of English Language	76
Section 10.15	No Personal Liability of Directors, Officers, Employees and Stockholders	76
Section 10.16	USA Patriot Act	76
Section 10.17	Force Majeure	76

List of Exhibits:

Exhibit A	Form of Note
Exhibit B	Form of Certificate for Exchange or Transfer of Restricted Global Note
Exhibit C	Form of Certificate for Exchange or Transfer of Regulation S Global Note

iii

INDENTURE , dated as of February 8, 2013, among CEMENTOS PACASMAYO S.A.A. (the “ Issuer ”), a corporation ( sociedad anónima abierta ) organized under the laws of the Republic of Peru (“ Peru ”), the SUBSIDIARY GUARANTORS listed in the signature pages hereto (each individually, together with its successors, a “ Subsidiary Guarantor ” and, collectively, the “ Subsidiary Guarantors ”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (together with its successors hereunder, in such capacity, the “ Trustee ”), security registrar (in such capacity, the “ Security Registrar ”), paying agent (in such capacity, the “ Paying Agent ” and, together with any other paying agents under this Indenture in their respective capacities as such, the “ Paying Agents ”) and transfer agent.

WITNESSETH:

WHEREAS , the general shareholders’ meeting and the Board of Directors of the Issuer duly authorized the issuance of its 4.50% Senior Notes due 2023 (the “ Notes ”) on January 7, 2013 and January 24, 2013, respectively; and to provide for the issuance thereof the Issuer has duly authorized the execution and delivery of this Indenture; and

WHEREAS , the Trustee has accepted the trusts created by this Indenture and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE , in consideration of the premises and the purchase of the Notes by the Holders, the parties listed above covenant and agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following terms, as used herein, shall have the following meanings:

“ Acquired Debt ” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person; provided that the Indebtedness is not incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided, further, that Indebtedness of such Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person shall not be Acquired Debt; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that the Indebtedness is not incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided , further, that the amount of such Indebtedness shall be deemed to be the lesser of the value of such asset and the amount of the obligation so secured.

“ Actual Knowledge ” means, with respect to any Person, actual knowledge of any officer (or similar agent) of such Person responsible for the administration of the transactions effected by this Indenture and the Notes or such officer (or similar agent) as shall have been designated by such Person in this Indenture and the Notes to receive written communications in connection therewith.

“ Additional Amounts ” has the meaning specified in Section 2.12 .

“ Additional Notes ” has the meaning specified in Section 2.11 .

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “ controlling ,” “ controlled by ” and “ under common control with ” have correlative meanings.

“ Affiliate Transaction ” has the meaning specified in Section 4.1(e) .

“ Applicable Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Applicable Payor ” has the meaning specified in Section 2.12 .

“ Applicable Procedures ” has the meaning specified in Section 2.6(b) .

“ Applicable Taxes ” has the meaning specified in Section 2.12 .

“ Attributable Indebtedness ” in respect of a Sale and Leaseback Transaction means, as of the time of determination (determined by the Issuer in good faith and in accordance with IFRS), the present value (discounted at the interest rate borne by the Notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for such lease has been extended but excluding any amounts required to be paid by the relevant lessee on account of maintenance, repairs, assessments, taxes or similar charges, regardless of whether any such charge is designated as rent, and any other amounts required to be paid by the lessee that are contingent on inflation, based on the volume of sales, maintenance, repairs, assessments, taxes or similar charges).

“ Authorized Agent ” means the collective reference to the Paying Agent(s), Security Registrar, any other co-security registrar appointed hereunder, and any Transfer Agent(s).

“ Authorized Officer ” means (1) in the case of the Issuer, each Officer and any other individual(s) (including attorneys-in-fact) (who may include directors of the Issuer) which are

legally entitled to represent the Issuer or (2) in the case of any other Person, the chairman of the board, chief executive officer, chief financial officer or accounting officer, general counsel, any vice president, any attorney-in-fact or any corporate officer of such Person responsible for the administration of the transactions effected by this Indenture and the Notes.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “ Beneficially Owns ” and “ Beneficially Owned ” have a corresponding meaning.

“ Board of Directors ” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Business Day ” means a day, other than a Saturday or a Sunday, on which commercial banks are not required or authorized to close in New York City, New York, or Lima, Peru.

“ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with IFRS, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to, or including, the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“ Capital Stock ” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Equivalents ” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government, countries with sovereign credit ratings of A or better, or any agency or instrumentality of any such government (provided that the full faith and credit of any such government is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

(2) time deposit accounts, checking accounts, passbook accounts, specified money trust accounts, certificates of deposit, money market deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank organized under the laws of the United States or any state or territory thereof (or any foreign branch of the foregoing), in each case having capital and surplus in excess of U.S.$250.0 million;

(3) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4) commercial paper having one of the two highest ratings obtainable from Moody’s or one of the three highest ratings obtainable from S&P or a comparable rating by a comparable rating agency in the relevant jurisdiction if a Moody’s or S&P rating is unavailable and, in each case, maturing within one year after the date of acquisition; and

(5) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing);

(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(3) (A) if any “person” or “group” (as defined above) (other than a Permitted Holder) is or becomes the Beneficial Owner, directly or indirectly, in the aggregate of more than 35% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; and

(B) the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total Voting Stock of the Issuer that such “person” or “group”;

(4) individuals appointed by the Permitted Holders cease for any reason to constitute a majority of the members of the Board of Directors of the Issuer; or

(5) the Issuer consolidates with, or merges with or into, any “person” (as defined above), or any “person” consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other “person” is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the issuer outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving “person” immediately after giving effect to such transaction.

“ Change of Control Offer ” has the meaning specified in Section 4.4 .

“ Change of Control Payment ” has the meaning specified in Section 4.4 .

“ Change of Control Payment Date ” has the meaning specified in Section 4.4 .

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Rating Downgrade Event.

“ Clearstream ” means Clearstream Banking, société anonyme , and its successors.

“ Common Stock ” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date and includes all series and classes of such common stock.

“ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“ Comparable Treasury Price ” means, with respect to any redemption date (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Consolidated Debt ” means, with respect to any specified Person, as of any date of determination, an amount equal to the aggregate amount (without duplication) of all Indebtedness of such Person and its Subsidiaries (in the case of the Issuer, the Issuer and its Restricted Subsidiaries) outstanding at such time determined on a consolidated basis in accordance with IFRS, excluding Indebtedness incurred under clauses (4), (5), (8), (9), (10) or (11) of the second paragraph of Section 4.1(c) ; provided , however , that the undrawn amount of any outstanding letters of credit and unused commitments shall not be included in the calculation of “Consolidated Debt.”

“ Consolidated Debt to EBITDA Ratio ” means, at any date (“ transaction date ”), the ratio of (i) Consolidated Debt as of the transaction date to (ii) Consolidated EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “ reference period ”); provided, however , that:

(1) if the transaction giving rise to the need to calculate the Consolidated Debt to EBITDA Ratio is an incurrence of Indebtedness, Consolidated Debt shall be calculated after giving effect on a pro forma basis to the incurrence of such Indebtedness; provided , however , that the pro forma calculation of Consolidated Debt shall not give effect to any Indebtedness incurred on the transaction date pursuant to the second paragraph of Section 4.1(c) ;

(2) if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged on the transaction date (other than Indebtedness incurred under any revolving credit agreement), Consolidated Debt shall be calculated after giving effect on a pro forma basis to the discharge of such Indebtedness; provided , however , that the pro forma calculation of Consolidated Debt shall not give effect to the discharge on the transaction date of any Indebtedness to the extent such discharge results from the proceeds of Indebtedness incurred pursuant to the second paragraph of Section 4.1(c) ;

(3) if since the beginning of the reference period the Issuer or any of its Restricted Subsidiaries shall have made any asset sale, then Consolidated EBITDA for the reference period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such asset sale for the reference period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for the reference period;

(4) if since the beginning of the reference period the Issuer or any of its Restricted Subsidiaries shall have made an Investment in any Restricted Subsidiary of the Issuer (or any Person which becomes a Restricted Subsidiary of the Issuer or merges with or into a Restricted Subsidiary of the Issuer) or other acquisition of the assets of any Person which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business, then Consolidated EBITDA for the reference period shall be calculated after giving pro forma effect thereto as if such Investment or acquisition occurred on the first day of the reference period;

(5) if since the beginning of the reference period any Person that subsequently became a Restricted Subsidiary of the Issuer or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such reference period shall have made any asset sale, Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Issuer or any of its Restricted Subsidiaries during the reference period, then Consolidated EBITDA for the reference period shall be calculated after giving pro forma effect thereto as if such asset sale, Investment or acquisition had occurred on the first day of the reference period; and

(6) if since the beginning of the reference period the Issuer or any of its Restricted Subsidiaries shall have discontinued any operations, Consolidated EBITDA for the reference period shall be calculated after giving pro forma effect thereto as if such discontinued operations had been discontinued on the first day of the reference period.

For purposes of this definition, whenever pro forma effect is to be given to any asset sale, any Investment or acquisition of assets, and the amount of income or earnings related thereto, the pro forma calculations shall be made in good faith by the chief financial or accounting officer of the Issuer.

“ Consolidated EBITDA ” means, for any period, the amount equal to the sum of Consolidated Net Income for such period plus, to the extent deducted in calculating such Consolidated Net Income:

(1) consolidated financial expenses for such period;

(2) consolidated income and social contribution taxes for such period;

(3) consolidated depreciation and amortization for such period;

(4) consolidated minority interests for such period;

(5) any restructuring charges or reserves, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; and

(6) any non-cash charges of the Issuer and its consolidated Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period).

Notwithstanding the preceding, any expenses, taxes, depreciation and amortization and charges or reserves of any Person (other than the Issuer) will be added to Consolidated Net Income to compute Consolidated EBITDA only (i) to the extent (and in the proportion) that the net income (loss) of such Person was included in calculating Consolidated Net Income in such period and (ii) to the extent that such amounts are in excess of those necessary to effect a net loss of such Person (to the extent such Person is a Restricted Subsidiary), only if a corresponding amount would be permitted to be paid as a dividend to the Issuer.

“ Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS (without duplication); provided that:

(1) the Net Income (loss) of (A) any unconsolidated Affiliate of such Person (including any Person accounted for by the equity method of accounting) and (B) any Unrestricted Subsidiary of the Issuer, shall be included only to the extent of the amount of dividends or similar distributions paid in cash to such Person or a Restricted Subsidiary of such Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, except to the extent that any dividend or similar distribution is actually and lawfully made and not otherwise included in Consolidated Net Income of such Person, provided that the Net Income of any Restricted Subsidiary that is subject to governmental statute, rule or regulation-based restrictions described in this clause (2) will not be excluded under this clause (2), in each case solely to the extent that this definition is used to calculate “Consolidated EBITDA” for purposes of (i) incurring Indebtedness or issuing preferred stock pursuant to the first paragraph of Section 4.1(c) or (ii) calculating the Consolidated Debt to EBITDA Ratio for the Issuer under clause (iv)(1) or (iv)(2), as the case may be, of Section 4.3 ;

(3) any gain (loss) realized upon the sale or other disposition of any asset, including any property, plant or equipment, securities or Capital Stock of any Person, of the Issuer or its Restricted Subsidiaries, which is not sold or otherwise disposed of in the ordinary course of business will be excluded;

(4) any transaction gains and losses due to fluctuations in currency values and the related tax effect will be excluded;

(5) any after-tax extraordinary gains or losses will be excluded;

(6) any after-tax gains or losses attributable to the early extinguishment of Indebtedness will be excluded;

(7) non-cash compensation charges will be excluded; and

(8) any non-cash impairment charges relating to goodwill and other intangibles and long lived assets including property, plant and equipment will be excluded.

“ Consolidated Total Assets ” means, at any date, the total of all assets appearing on the consolidated balance sheet of the Issuer and each Restricted Subsidiary.

“ Corporate Trust Office ” means the address of the Trustee specified in Section 10.6 or such other address as to which the Trustee may give notice in writing to the Issuer.

“ Covenant Defeasance ” has the meaning specified in Section 6.4 (d).

“ Covenant Suspension Event ” has the meaning specified in Section 4.2 .

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Definitive Notes ” has the meaning specified in Section 2.3(a) .

“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the earlier of the date on which the Notes mature or on which the Notes are no longer outstanding. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control (defined in a substantially identical manner to the corresponding definition in this Indenture) will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions, unless such repurchase or redemption complies with Section 4.4 . The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture shall be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“ Dollar ,” “ Dollars ” or “ U.S.$ ” means the lawful currency for the time being in the United States of America.

“ DTC ” means The Depository Trust Company, a New York corporation.

“ DTC Participants ” has the meaning specified in Section 2.3(b) .

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Euroclear ” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System, and its successors.

“ Event of Default ” has the meaning specified in Section 5.1(a) .

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller, determined in good faith by the Board of Directors of the Issuer (unless otherwise provided herein).

“ Fitch ” means Fitch Ratings Ltd. or any successors thereof.

“ Fixed Charge Coverage Ratio ” means, with respect to any specified Person and its Restricted Subsidiaries, the ratio of the Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of the most recent four fiscal quarters ending prior to the determination for which financial statements are in existence to the Fixed Charges of such

Person and its Restricted Subsidiaries for such four fiscal quarters. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four fiscal quarters, the amount of Fixed Charges shall be computed based upon the actual outstanding amount of such Indebtedness over the applicable four fiscal quarter.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions or dispositions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases or decreases in ownership of Restricted Subsidiaries, during the four fiscal quarters or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four fiscal quarters; provided that any pro forma calculation will only include amounts that are factually supportable and are expected to have a continuing impact on the Issuer and its Restricted Subsidiaries as determined in good faith by the chief financial officer of the Issuer and as set forth in a resolution approved by the board of directors of the Issuer or the applicable Restricted Subsidiary, as the case may be;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date or that becomes a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four fiscal quarters;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date or would cease to be a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four fiscal quarters; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, determined in accordance with IFRS, including the following without duplication:

(A) amortization of original issue discount;

(B) non-cash interest payments (excluding any non-cash interest expense attributable to the movement of mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to IFRS);

(D) the interest component of all payments associated with Capital Lease Obligations;

(E) commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings; and

(F) net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer.

“ Global Notes ” has the meaning specified in Section 2.1(d) .

“ Governmental Authority ” means any nation or government, any state, province or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“ Government Securities ” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by Applicable Law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,

in each case, in reasonable relation to the business of the Issuer and its Restricted Subsidiaries entered into in the ordinary course of business or for bona fide hedging purposes and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Issuer) and, in the case of (1) and (2), substantially corresponding in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Issuer or its Restricted Subsidiaries incurred without violation of this Indenture.

“ Holder ” means the Person in whose name a Note is registered in the Register.

“ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, as in effect from time to time.

“ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of bankers’ acceptances, letters of credit or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of incurrence);

(4) representing Capitalized Lease Obligations and all Attributable Indebtedness of such Person;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

(6) representing any Hedging Obligations; or

(7) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor, any preferred stock (but excluding, in each case, any accrued dividends),

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person and the amount of such obligation being deemed to be the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“ Indenture ” means this Indenture, as amended or supplemented from time to time.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Issuer.

“ Interest Payment Date ” means February 8 and August 8 of each year, commencing on August 8, 2013.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch.

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding (A) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person and (B) commission, travel, moving and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“ Issue Date ” means February 8, 2013.

“ Issuer ” has the meaning specified in the preamble hereto and includes any of its permitted successors hereunder.

“ Legal Defeasance ” has the meaning specified in Section 6.4 .

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Maturity Date ” means February 8, 2023.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successors thereof.

“ Net Income ” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with IFRS and before any reduction in respect of preferred stock dividends.

“ Non-Recourse Debt ” means Indebtedness:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is directly or indirectly liable as a guarantor or otherwise, or (C) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries.

“ Note Guarantee ” means the Guarantee pursuant to the provisions of ARTICLE VII granted by each of the Subsidiary Guarantors, jointly and severally, in favor of the Trustee and the Holders.

“ Notes ” has the meaning specified in the recitals hereto and shall also include any Additional Notes issued in accordance with Section 2.11 .

“ Obligations ” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest, premium, if any, fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

“ Offering Memorandum ” means the offering memorandum dated February 1, 2013 relating to the sale of the Notes.

“ Officer ” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, General Counsel or the Treasurer of the Issuer, or their applicable equivalents under the laws of incorporation and/or domicile of any Person.

“ Officer ” of any Subsidiary Guarantor has a correlative meaning.

“ Officers’ Certificate ” means a certificate signed by two Officers or by an Officer and an Assistant Treasurer of the Issuer.

“ Opinion of Counsel ” means a written opinion from legal counsel of recognized standing.

“ Paying Agent ” has the meaning set forth in the preamble hereto.

“ Payment Default ” has the meaning specified in Section 5.1(a)(v)(1) .

“ Permitted Debt ” has the meaning specified in Section 4.1(c) .

“ Permitted Holders ” means (1) any of Inversiones Pacasmayo, S.A. and Eduardo Hochschild Beeck, or any Related Party of any thereof and (2) any Person at least 51% of the Voting Stock of which (or, in the case of a trust or similar entity, the beneficial interests in which) is owned directly or indirectly by one or more Persons specified in clause (1) of this definition.

“ Permitted Liens ” means:

(1) Liens in favor of the Issuer or any of its Restricted Subsidiaries;

(2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer; provided that

such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Issuer or the Subsidiary;

(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Restricted Subsidiary of the Issuer; provided that such liens were in existence prior to such acquisition, and not incurred in contemplation of, such acquisition; provided , however , that any such Lien may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(4) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature if issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) Liens to secure Capital Lease Obligations, Attributable Indebtedness under Sale and Leaseback Transactions and purchase money obligations permitted to be incurred under the first paragraph of Section 4.1(c) , in each case covering only the assets acquired with or financed by such Indebtedness; provided that, in each case (A) the aggregate principal amount of Indebtedness does not exceed the cost of the assets or property so acquired or constructed and (B) such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

(6) Liens existing on the Issue Date;

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor;

(8) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business and for sums not yet due or being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with IFRS has been made therefor;

(9) pledges or deposits by a Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good-faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness, are incidental to the conduct of the business of such Person and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the Notes (or any Note Guarantees);

(12) attachment or judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(13) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided , however , that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer or any of its Restricted Subsidiaries in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depository institution;

(14) Liens on cash, Cash Equivalents or letters of credit securing Hedging Obligations of the Issuer or any of its Restricted Subsidiaries;

(15) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided , however , that:

(A) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(B) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(16) Leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer and its Restricted Subsidiaries;

(17) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(18) Liens created in favor of the Peruvian Ministry of Energy and Mines or similar or successor public regulatory bodies, including but not limited to, those securing obligations of the Issuer or any of its Subsidiary related to mining closure plans or related activities; and

(19) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer with respect to Obligations (other than Obligations subordinated to the Notes or the Note Guarantees, as the case may be) that do not exceed 10% of Consolidated Total Assets at any one time outstanding.

“ Permitted Refinancing Indebtedness ” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, extend, defease or discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, extended, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, extended, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, extended, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, extended, defeased or discharged.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“ Peru ” has the meaning set forth in the preamble hereto.

“ Property ” of any Person means any property, rights or revenues, or interest therein, of such Person.

“ Public Equity Offering ” means a public offer and sale of Common Stock of the Issuer or any of its direct or indirect parents for cash pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act or a registration statement (or similar document) that has been declared effective or otherwise cleared by the equivalent of the SEC in countries other than the United States (in each case other than a registration statement relating to or registering equity securities issuable under any employee benefit plan of the Issuer or a registration statement on Form S-4 or the equivalent if registered in a country other than

United States) and other than (x) an issuance to any Subsidiary or (y) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control; provided that Public Equity Offering includes private offers and sales to institutional investors not so registered or cleared that are made as part of a global offering which includes a public offering pursuant to such a registration statement (or similar document).

“QIB” means a qualified institutional buyer within the meaning of Rule 144A.

“ Rating Agencies ” mean Moody’s, S&P and Fitch, except that in the event that Moody’s, S&P or Fitch is no longer in existence or issuing ratings, such organization, as the case may be, may be replaced by a nationally recognized statistical rating organization (as defined in Rule 15c3-1(c)(2)(vi)(F) of the Exchange Act, or any successor provision) designated by the Issuer with notice to the Trustee.

“ Rating Downgrade Event ” means the rating on the Notes is lowered from their rating then in effect by any of the Rating Agencies on any date during the period (the “ Trigger Period ”) commencing 60 days prior to the first public announcement by the Issuer of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change); provided that a Rating Downgrade Event otherwise arising by virtue of a particular lowering in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Downgrade Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agency making the lowering in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing in response to a request made at the direction of Holders of a majority in principal amount of the then outstanding Notes that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Downgrade Event). Notwithstanding the foregoing, no Rating Downgrade Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“ Record Date ” means January 24 and July 24 of each year.

“ Reference Treasury Dealer ” means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective Affiliates which are primary U.S. Government securities dealers in New York City, and three other primary U.S. Government securities dealers in New York City designated by the Issuer in good faith; provided , however , that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “ Primary Treasury Dealer ”), the Issuer shall substitute therefor another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third Business Day preceding such redemption date.

“ Register ” has the meaning specified in Section 2.15(a) .

“ Regulation S” means Regulation S under the Securities Act or any successor regulation.

“ Regulation S Global Notes ” has the meaning specified in Section 2.1(d) .

“ Related Party ” means, with respect to any Person, (1) any Subsidiary, spouse, descendant or other immediate family member (which includes any child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) (in the case of an individual), of such Person, (2) any estate, trust, corporation, partnership or other entity, the beneficiaries and stockholders, partners or owners of which consist solely of one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1), or (3) any executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (2), acting solely in such capacity.

“ Required Holders ” means holders of a majority of the aggregate principal amount of outstanding Notes.

“ Responsible Officer ” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, managing director, director, associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Restricted Global Notes ” has the meaning specified in Section 2.1(d) .

“ Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“ Reversion Date ” has the meaning specified in Section 4.2 .

“ Rule 144A ” means Rule 144A under the Securities Act or any successor rule.

“ Sale and Leaseback Transaction ” means any direct or indirect arrangement relating to property (whether real, personal or mixed), now owned or hereafter acquired whereby the Issuer or any of its Restricted Subsidiaries transfers such property to another Person and the Issuer or any of its Restricted Subsidiaries leases it from such Person.

“ S&P ” means Standard & Poor’s Ratings Group or any successors thereof.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Security Registrar ” has the meaning set forth in the preamble hereto.

“ Significant Subsidiary ” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“ SMV ” means the Peruvian Securities Markets Superintendency ( Superintendencia del Mercado de Valores ), or any successor entity.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subsidiary ” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“ Subsidiary Guarantor ” has the meaning specified in the preamble hereto.

“ Successor Issuer ” has the meaning specified in Section 4.3(ii) .

“ Suspended Covenants ” has the meaning specified in Section 4.2 .

“ Suspension Period ” has the meaning specified in Section 4.2 .

“ Tax Jurisdiction ” has the meaning specified in Section 2.12 .

“ Transfer Agent ” has the meaning specified in Section 2.15(a) .

“Treasury Rate” means, with respect to any redemption date, the rate per annum, determined by the Independent Investment Banker, equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)

equal to the Comparable Treasury Price for such redemption date. In connection with any optional redemption pursuant to Section 3.3(b) , the Issuer will inform the Trustee of the applicable Treasury Rate.

“ Trustee ” has the meaning specified in the preamble hereto.

“ United States ” or “ U.S. ” means the United States of America, its fifty states, its territories and the District of Columbia.

“ Unrestricted Subsidiary ” means (i) Fosfatos del Pacifico S.A., Salmueras Sudamericanas S.A., Zemex LLC, Suzorite Mineral Products LLC and Acuícola los Paiches S.A.C. and (ii) any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but in the case of this clause (ii) only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.1(e) (to the extent the Issuer and its Restricted Subsidiaries are required to comply with such covenant), on the date of such designation, is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

(3) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries.

The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(1)

such designation shall be deemed an incurrence of Indebtedness by a Restricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.1(c) ; and

(2)

no Event of Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary, and any such designation of a Subsidiary as an Unrestricted Subsidiary by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“ U.S. Bankruptcy Code ” means Title 11 of the United States Code, as amended.

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.2 Rules of Construction . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “hereof,” “herein,” “hereunder” and similar words refer to this Indenture as a whole and not to any particular provisions of this Indenture.

(c) The term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically).

(d) The term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including, without limitation.”

(e) Unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and including.”

(f) The words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person.

(g) Unless otherwise expressly provided herein: (i) references to agreements (including this Indenture) and other documents shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by this Indenture or the Notes and (ii) references to any Applicable Law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing, interpreting or implementing such Applicable Law.

(h) The term “or” is not exclusive.

(i) Unless the context otherwise requires, any reference to “Article,” “Section,” “clause” or “Exhibit” refers to an Article, Section, clause or Exhibit, respectively, of this Indenture.

ARTICLE II

ISSUE, EXECUTION AND AUTHENTICATION OF NOTES;

RESTRICTIONS ON TRANSFER

Section 2.1 Creation and Designation . (a) There is hereby created a series of Notes to be issued pursuant to this Indenture and to be known as the “4.50% Senior Notes due 2023”. The Notes shall be issued in fully registered form, without interest coupons, with such applicable legends as are set forth in Exhibit A and with such omissions, variations and insertions as are permitted by this Indenture. Each Note shall be substantially in the form attached hereto as Exhibit A . The Notes may have such letters, numbers or other marks of identification and such legends or endorsements printed or typewritten thereon as may be required to comply with any Applicable Law or to conform to general usage.

(b) The aggregate principal amount of the Notes that may be authenticated and delivered under this Indenture is unlimited.

(c) If any term or provision contained in the Notes shall conflict with or be inconsistent with any term or provision contained in this Indenture, then the terms and provisions of this Indenture shall govern with respect to the Notes.

(d) Notes originally offered and sold to QIBs in reliance on Rule 144A initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “ Restricted Global Notes ”). Notes originally offered and sold outside the United States in reliance on Regulation S initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “ Regulation S Global Notes ” and, together with the Restricted Global Notes, the “ Global Notes ”).

(e) The Notes shall be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

Section 2.2 Execution and Authentication of Notes . Upon the written order of the Issuer directing the Trustee to authenticate and deliver the Notes and delivery by the Issuer of sufficient executed Notes and in accordance with the terms hereof, the Trustee shall duly authenticate and deliver the Notes in authorized denominations.

Section 2.3 Initial Form of Notes . (a) The Notes, upon original issuance, shall be issued in the form of typewritten or printed Global Notes registered in the name of DTC or its nominee, and (other than DTC or its nominee) no Holder investing in the Notes shall receive a definitive note representing such Holder’s interest in the Notes except to the extent that definitive, fully registered, non-global Notes (“ Definitive Notes ”) have been issued in accordance with Section 2.8 . Unless and until Definitive Notes are so issued in exchange for Global Notes, DTC will make book-entry transfers among the DTC Participants (as defined below) and receive and transmit distributions of principal and interest on such Global Notes to the DTC Participants.

(b) Neither any members of, nor participants in, DTC (the “ DTC Participants ”) nor any other Persons on whose behalf DTC Participants may act (including Euroclear and Clearstream and accountholders and participants therein) shall have any rights under this Indenture with respect to any Global Note, and DTC or its nominee, as the case may be, may be treated by the Issuer, the Subsidiary Guarantors, the Trustee and any agent thereof (including any Authorized Agent) as the absolute owner and holder of such Global Note for all purposes whatsoever. Unless and until Definitive Notes are issued in exchange for Global Notes pursuant to Section 2.8 : (i) the Issuer, the Subsidiary Guarantors, the Trustee and any agent thereof (including any Authorized Agent) may deal with DTC and its nominee for all purposes (including the making of distributions on the Global Notes) as the authorized representatives of the Persons holding beneficial interests in such Global Notes and (ii) the rights of such Beneficial Owners shall be exercised only through DTC and its nominee and shall be limited to those established by Applicable Law and agreements among such DTC Participants, DTC and such nominee. Notwithstanding the foregoing, nothing herein shall prevent the Issuer the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee or impair, as between DTC, the DTC Participants and any other Persons on whose behalf a DTC Participant may act, the operation of the customary practices of such Persons governing the exercise of the rights of a holder.

(c) The aggregate principal balance of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Security Registrar in connection with a corresponding decrease or increase in the aggregate principal balance of the Restricted Global Note, as provided in Section 2.6 .

(d) The aggregate principal balance of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Security Registrar in connection with a corresponding decrease or increase in the aggregate principal balance of the Regulation S Global Note, as provided in Section 2.6 .

(e) Neither the Trustee nor any agent of the Issuer or the Trustee (including any Authorized Agent) shall have any responsibility or obligation to any DTC Participant or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any DTC Participant or any other Person, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or Property) under or with respect to the Notes. The Trustee and any agent of the Issuer or the Trustee (including any Authorized Agent) may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to the DTC Participants and any Beneficial Owners of the Notes.

Section 2.4 Execution of Notes . Each Note shall be executed on behalf of the Issuer by one of its Authorized Officer(s). Such signature may be the manual or facsimile signature of such Authorized Officer(s). From time to time hereafter the Issuer may (and, at the reasonable request of the Trustee, shall) furnish, an Officers’ Certificate identifying and certifying the incumbency and specimen signatures of its Authorized Officers. Until the Trustee receives a subsequent Officers’ Certificate updating such list, the Trustee shall be entitled to rely conclusively upon the last such Officers’ Certificate delivered to it for purposes of determining the Issuer’s Authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note that has been duly executed by the Issuer and authenticated and delivered by the Trustee.

In case any Authorized Officer of the Issuer who shall have signed any Note shall cease to be an Authorized Officer of the Issuer before the Note so signed shall be authenticated and delivered by the Trustee or disposed of by or on behalf of the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as if the Person who signed such Note on behalf of the Issuer had not ceased to be such Authorized Officer. Any Note signed on behalf of the Issuer by a Person who, as at the actual date of his/her execution of such Note, is an Authorized Officer of the Issuer, shall be a valid and binding obligation of the Issuer notwithstanding that at the date hereof any such Person is not an Authorized Officer of the Issuer.

Section 2.5 Certificate of Authentication . The form of the Trustee’s certificate of authentication to be borne by the Notes shall be substantially as follows:

FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated: ,


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:
		Authorized Signatory

Only such Notes as shall bear the Trustee’s certificate of authentication and are executed by the Trustee by manual signature of one or more of its authorized signatories shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certification by the Trustee upon any Note executed by or on behalf of the Issuer shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication.

Section 2.6 Restrictions on Transfer of Global Notes . Notwithstanding any other provisions hereof to the contrary:

(a) Except as provided in Section 2.8 , a Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, and no such transfer to any such other Person may be registered (any such transfer being null and void ab initio ); provided that this Section 2.6(a) shall not prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.6 . Any transfer of a Global Note (or beneficial interests therein) shall be in the authorized denominations set forth in Section 2.1(e) .

(b) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Regulation S Global Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, then such exchange or transfer may be effected, subject to the applicable rules and procedures of DTC, Euroclear and Clearstream (the “ Applicable Procedures ”) and minimum denomination requirements, only in accordance with this Section 2.6(b) . Upon receipt by the Trustee at its Corporate Trust Office of: (i) written instructions given in accordance with the Applicable Procedures from a DTC Participant directing the Trustee to credit or cause to be credited to a specified DTC Participant’s account a beneficial interest in the Regulation S Global Note in a principal balance equal to that of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the DTC Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B given by the holder of such beneficial interest in the Restricted Global Note, the Trustee shall instruct DTC to reduce the balance of the Restricted Global Note, and to increase the balance of the Regulation S Global Note, by the amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the DTC Participant (which may be the DTC Participant for Euroclear or Clearstream or both, as the case may be) for the benefit of such Person specified in such instructions a beneficial interest in the Regulation S Global Note having a principal balance equal to the amount by which the balance of the Restricted Global Note was reduced upon such exchange or transfer.

(c) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Restricted Global Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, then such exchange or transfer may be effected, subject to the Applicable Procedures and minimum denomination requirement, only in accordance with this Section 2.6(c) . Upon receipt by the Trustee at its Corporate Trust Office of: (i) written instructions given in accordance with the Applicable Procedures from a DTC Participant directing the Trustee to credit or cause to be credited to a specified DTC Participant’s account a beneficial interest in the Restricted Global Note in a principal balance equal to that of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited with, and the account of the DTC Participant to be credited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit C given by the holder of such beneficial interest in the Regulation S Global Note, the Trustee shall instruct DTC to reduce the balance of the Regulation S Global Note and to increase the balance of the Restricted Global Note, by the principal balance of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the DTC Participant for the benefit of such Person specified in such instructions a beneficial interest in the Restricted Global Note having a principal balance equal to the amount by which the balance of the Regulation S Global Note was reduced upon such exchange or transfer.

(d) If a Global Note or any portion thereof (or beneficial interest therein) is exchanged for a Definitive Note pursuant to Section 2.8 , then such Definitive Note may in turn be exchanged (upon transfer or otherwise) for other Definitive Notes only in accordance with such procedures, which shall be substantially consistent with the provisions of this Section 2.6 (including any certification requirement intended to ensure that transfers and exchanges of Definitive Notes comply with Rule 144A or Regulation S, as the case may be) and any Applicable Law, as may be adopted from time to time by the Issuer.

Section 2.7 Restrictive Legends . (a) Global Notes shall bear restrictive legends in substantially the form set forth in Exhibit A hereof. Definitive Notes shall be in substantially the form set forth in Exhibit A hereof excluding the Global Notes Legend set forth thereon.

(b) The required legends set forth on Exhibit A may be removed from a Global Note as provided in such legends or if there is delivered to the Issuer and the Trustee such evidence satisfactory to the Issuer, which shall include an Opinion of Counsel, as may reasonably be required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Issuer, the Trustee, at the written direction of the Issuer, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Issuer has reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

(c) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among DTC Participants or owners of beneficial interests in any Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, this Indenture, and to examine the same to determine material compliance as to form with the express requirements hereof.

Section 2.8 Issuance of Definitive Notes . If (a) the Issuer or DTC notifies the Trustee in writing that DTC is unwilling or unable to continue as the depository for a Global Note, or that it ceases to be registered as a “clearing agency” under the Exchange Act and the Issuer is unable to appoint a qualified successor depository within 90 days of such notice; or (b) an Event of Default has occurred and is continuing and the Trustee has received a request from DTC to issue Definitive Notes, then the Trustee shall notify all applicable Holders, through DTC, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Issuer shall issue and the Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8 , then the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b) , any such Definitive Notes shall bear the appropriate transfer-restriction legends.

Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of written instructions by the Issuer, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and, upon receipt of written instructions by the Issuer, the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes. Until so exchanged, the Holders of temporary Notes shall have all of the rights and obligations under this Indenture as Holders of Definitive Notes.

Section 2.9 Persons Deemed Owners . Before due presentation of a Note for registration of transfer, the Trustee and any Authorized Agent or other agent of the Issuer or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving distributions and for all other purposes whatsoever, and neither the Trustee nor any Authorized Agent or other such agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

Section 2.10 Payment of Notes . (a) On or prior to 11:00 a.m. (New York City time) on the Business Day prior to any Interest Payment Date and/or Maturity Date, the Issuer shall deposit or cause to be deposited with the Paying Agent in the Borough of Manhattan, New York City, in immediately available funds, a sum in Dollars sufficient to pay the principal of, and interest (and premium and Additional Amounts, if any) due on each Note on such Interest Payment Date and/or Maturity Date.

(b) Principal of, and interest (and premium and Additional Amounts, if any) on, the Notes shall be considered paid on the date due if the Paying Agent holds, as of 11:00 a.m. (New York City time) on or prior to the Business Day prior to the due date, money deposited by or on behalf of the Issuer in immediately available funds in Dollars and designated for and sufficient to pay all principal of, and interest (and premium and Additional Amounts, if any) on the Notes then due. The Paying Agent shall return to the Issuer upon written request therefore from the Issuer, no later than two Business Days following the date of receipt of such written request, the amount of any payment in excess of the total amount required to be paid on all of the outstanding Notes.

(c) Except as specified in Section 2.10(d) , payments of all amounts that become due and payable in respect of any Note shall be made by the Paying Agent without surrender or presentation of such Note to the Paying Agent. The Paying Agent shall have no responsibility regarding notations of payment on a Note and shall be responsible only for maintaining its records in accordance with this Indenture. Absent manifest error, the records of the Paying Agent shall be controlling as to payments in respect of the Notes.

(d) Notwithstanding Section 2.10(b) , payment of principal of any Note shall be made only against surrender of such Note at the Corporate Trust Office of the Trustee (or such other location as the Trustee shall notify the applicable Holder).

(e) In the case of Definitive Notes, payments to Holders shall be by electronic funds transfer in immediately available funds to an account maintained by such Holder with a bank having electronic funds transfer capability upon written application to the Trustee (received

by the Trustee not later than the relevant Record Date) by a Holder holding Notes or, if not, by check sent by first-class mail to the address of such Holder appearing on the Register as of the relevant Record Date; provided , however , that the final payment in respect of any Note shall be made only as provided in Section 2.10(d) . Unless such designation for payment by electronic funds transfer is revoked in writing, any such designation made by such Holder shall remain in effect with respect to any future payments to such Holder.

Section 2.11 Additional Notes . The Issuer may issue additional Notes (the “ Additional Notes ”) under this Indenture, from time to time after this offering, in an unlimited principal amount, without consent of Holders. Any issuance of Additional Notes is subject to all of the covenants in this Indenture, including the covenant described in Section 4.1(c) . Any Additional Notes shall have the same terms and conditions as the Notes (including the benefit of the Note Guarantees) in all respects (other than the issue date, issue price and date from which interest shall accrue and, to the extent necessary, certain temporary securities law transfer restrictions) so that such Additional Notes shall be part of the same series as the Notes issued on the Issue Date and shall vote on all matters that require a vote, including waivers and amendments; provided that Additional Notes with the same securities identifiers (such as CUSIPs, ISINs and/or common codes) may be issued only if such issuance would constitute a “qualified reopening” for U.S. federal income tax purposes or if such Additional Notes are issued without, or with less than a de minimis amount of, original issue discount for U.S. federal income tax purposes.

Section 2.12 Additional Amounts . All payments of principal, premium, if any, or interest by the Issuer in respect of the Notes or the Subsidiary Guarantors, in the case of payments pursuant to the Note Guarantees in respect of the Notes (whichever applicable, the “ Applicable Payor ”) shall be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any jurisdiction in which the Issuer or, if applicable, the Subsidiary Guarantor, is then resident for tax purposes or any jurisdiction by or through which payment is made (each, a “ Tax Jurisdiction ”), or any political subdivision thereof or any authority therein having power to tax (“ Applicable Taxes ”), unless such deduction or withholding is required by law, or the official interpretation thereof or by the administration thereof.

In any such event, the Applicable Payor shall pay such additional amounts (“ Additional Amounts ”) in respect of Applicable Taxes as may be necessary to ensure that the amounts received by Holders of such Notes after such deduction or withholding shall equal the respective amounts that would have been receivable in respect of such Notes in the absence of such deduction or withholding, except that no such Additional Amounts shall be payable:

(i) to or on behalf of a Holder or beneficial owner of a Note that is liable for Applicable Taxes in respect of such Note by reason of having a present or former connection with the relevant Tax Jurisdiction imposing or levying the Applicable Taxes other than the mere holding or owning of such Note or the enforcement of rights with respect to such Note or the receipt of income or any payments in respect thereof;

(ii) to or on behalf of a Holder or beneficial owner of a Note in respect of Applicable Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply with any certification, identification, information, documentation or other reporting requirement (within 30 calendar days following a written request from the Applicable Payor to the Holder for compliance) if such compliance is required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Applicable Taxes;

(iii) to or on behalf of a Holder or beneficial owner of a Note in respect of any estate, inheritance, gift, sales, transfer, personal assets or similar tax, assessment or other governmental charge;

(iv) to or on behalf of a Holder or beneficial owner of a Note in respect of Applicable Taxes payable otherwise than by withholding from payment of principal of, premium, if any, or interest on the Notes;

(v) to or on behalf of a Holder or beneficial owner of a Note in respect of Applicable Taxes that would not have been imposed but for the fact that the Holder presented such Note for payment (where presentation is required) more than 30 days after the later of (x) the date on which such payment became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect will be deemed to have been given to the Holders by the Trustee;

(vi) to or on behalf of a Holder or beneficial owner of a Note in respect of any tax, duty, assessment or government charge that is imposed on or with respect to a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State of the European Union;

(vii) to or on behalf of a Holder or beneficial owner of a Note in respect of any Applicable Taxes that are imposed pursuant to European Union Council Directive 2003/48/EC or any other Directive on the taxation of savings income implementing the conclusions of the ECOFIN council meeting of 26 and 27 November 2000, or any law implementing or complying with, or introduced in order to conform to, any such Directive; or

(viii) any combination of items (i) to (vii) above,

nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Notes to any Holder or beneficial owner of a Note who is a fiduciary, or partnership, or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary, or settlor with respect to such fiduciary, or a member of such partnership or limited liability company or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Notes.

In addition, the Issuer shall pay and indemnify the Holders against any Peruvian value-added tax that is imposed on a payment of interest on the Notes, except to the extent that such Peruvian value-added tax would be excluded from payment of Additional Amounts pursuant to items (i) through (viii) above.

All references in this Indenture to principal, premium or interest payable hereunder shall be deemed to include references to any Additional Amounts payable with respect to such principal, premium or interest. The Applicable Payor shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of any amounts deducted or withheld promptly upon the Applicable Payor’s payment thereof, and copies of such documentation shall be made available by the Trustee to Holders upon written request to the Trustee.

The Issuer shall pay promptly when due any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or such Note, excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Tax Jurisdiction except those resulting from, or required to be paid in connection with, the enforcement of such Note or any other such document or instrument after the occurrence and during the continuance of any Event of Default with respect to the Note in default.

Section 2.13 Mutilated, Destroyed, Lost or Stolen Notes . In case any Note shall become mutilated, defaced, destroyed, lost or stolen, the Issuer shall execute and the Trustee shall, upon written direction by the Issuer, authenticate, register and deliver a new Note of like tenor (including the same date of issuance) and equal principal amount registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such Note (upon surrender and cancellation thereof in the case of mutilated or defaced notes) or in lieu of and in substitution for such Note. In case a Note is destroyed, lost or stolen, the applicant for a substitute Note shall furnish the Issuer and the Trustee (a) such security or indemnity as may be required by them to save each of them harmless and (b) satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance of any substituted Note, the Trustee may require the payment by the registered Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any fees and expenses (including those of the Trustee) connected therewith. With respect to mutilated, defaced, destroyed, lost or stolen definitive Notes, a Holder thereof may obtain new definitive registered Notes from the office of the Transfer Agent.

Notwithstanding any statement herein, the Issuer reserves its right to impose such transfer, certificate, exchange or other requirements, and to require such restrictive legends on Notes, as it may determine are necessary to ensure compliance with the securities laws of the United States and the states therein and any other Applicable Law.

Section 2.14 Cancellation . (a) All Notes surrendered for payment, exchange or redemption, or deemed lost or stolen, shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee by such Person and shall be promptly canceled by the Trustee. No

Note shall be authenticated in lieu of or in exchange for any Note canceled as provided in this Section except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of or held by it in accordance with its standard retention policy.

(b) Any Note(s) (or beneficial interests therein) that are acquired by the Issuer may be canceled upon the election of the Issuer to do so; provided , however , that no cancellation may be made between a Record Date and the next Interest Payment Date. In order to effect such cancellation, the Issuer shall send to the Trustee a written notice that it owns such Note(s) (or beneficial interest(s)) and wishes to have the indicated principal amount thereof cancelled (which ownership the Issuer shall evidence to the satisfaction of the Trustee). Upon receipt of any such notice and satisfactory evidence, the Issuer hereby instructs the Trustee promptly to cause such principal amount to be cancelled (including, if applicable, to notify any applicable securities depository). Upon any such cancellation, the remaining unpaid principal amount of the Notes shall be reduced to take into effect such cancellation and the calculation of interest (and other calculations under this Indenture) shall take into effect such cancellation.

Section 2.15 Registration of Transfer and Exchange of Notes . (a) The Issuer hereby initially appoints the Security Registrar as transfer agent for the Notes. The Security Registrar shall register Notes and transfers and exchanges thereof as provided herein. The Security Registrar and each transfer agent and co-security registrar, if any, appointed with respect to the Notes shall be referred to collectively as the “ Transfer Agent .” The Security Registrar shall cause to be kept at the office or agency to be maintained by it in accordance with Section 8.11 a register (the “ Register ”) in which, subject to restrictions on transfer set forth herein, and such other reasonable regulations as it may prescribe, the Security Registrar shall provide for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as provided herein. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Trustee.

(b) Upon surrender for registration of transfer of any Note at the Corporate Trust Office or such other office or agency maintained by the Trustee in accordance with Section 8.11 , the Trustee, upon receipt of the written order of the Issuer directing the Trustee to authenticate and deliver Notes, shall authenticate and deliver, in the name of the designated transferee (and, if the transfer is for less than all of the applicable Note, the transferor), one or more new Note(s) executed by the Issuer in authorized denominations of a like aggregate principal balance and deliver such new Note(s) to the applicable Holder(s).

(c) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Trustee (or the applicable Transfer Agent) duly executed by the applicable Holder or its attorney duly authorized in writing.

(d) No service charge shall be charged to a Holder for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

(e) All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or retained by the Trustee in accordance with its standard retention policy.

In addition to the other provisions herein, the Issuer reserves the right to impose such transfer, certificate, exchange or other requirements, and to require such restrictive legends on a Note, as it may determine are necessary to ensure compliance with the securities laws of the United States and the states thereof and any other Applicable Law.

ARTICLE III

REDEMPTION OF NOTES

Section 3.1 Applicability of Article . Notes that are redeemable before the Maturity Date shall be redeemable in accordance with their terms and in accordance with this ARTICLE III .

Section 3.2 Election to Redeem . The election of the Issuer to redeem any Notes shall be authorized by a Board of Directors’ resolution of the Issuer and evidenced by an Officers’ Certificate. In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or pursuant to an election by the Issuer which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Issuer shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 3.3 Optional Redemption .

(a) At any time prior to February 8, 2016, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price of 104.50% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Issuer; provided that:

(i) at least 65% of the aggregate principal amount of Notes originally issued hereunder (including any Additional Notes issued after the Issue Date) remains outstanding immediately after the occurrence of such redemption; and

(ii) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

(b) The Issuer may also redeem any of the Notes (including any Additional Notes issued after the Issue Date) in whole, at any time, or in part, at any time or from time to time, at its option, at a “make-whole” redemption price equal to the greater of (A) 100% of the principal amount of such Notes and (B) the sum of the present values at such redemption date of each remaining scheduled payment of principal and interest–thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points; plus, in each case, any accrued and unpaid interest and Additional Amounts, if any, on such Notes to the redemption date; provided, however, that no less than U.S.$100 million in aggregate principal amount of Notes must remain outstanding immediately following any partial redemption.

(c) On and after the redemption date, interest shall cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Issuer defaults in the payment of the redemption price and accrued interest). On or prior to 11:00 a.m. (New York City time) on the Business Day prior to any redemption date, the Issuer shall deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an Interest Payment Date) accrued interest to the redemption date on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Security Registrar pro rata , by lot or in accordance with DTC’s procedures.

Section 3.4 Optional Tax Redemption . The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption if (1) on the next date on which any amount would be payable in respect of the Notes, the Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in, expiration of or amendment to, the law of the relevant Tax Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the relevant Tax Jurisdiction is a party, which change, expiration, amendment or treaty becomes effective on or after the later of the date of this Indenture and the date the relevant jurisdiction became a Tax Jurisdiction and (2) such requirement cannot be avoided by the Issuer taking reasonable measures; provided that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens.

The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or any Subsidiary Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an Opinion of Counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Issuer to redeem the Notes hereunder.

Section 3.5 Selection by the Trustee of Notes to be Redeemed and Notice of Redemption .

(a) If less than all of the Notes are to be redeemed at any time, the Security Registrar shall select Notes for redemption on a pro rata basis or by lot, in accordance with applicable DTC’s procedures, unless otherwise required by law or the requirements of any exchange on which the Notes may be listed.

(b) No Notes of U.S.$100,000 or less can be redeemed in part. Notices of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. Notices of redemption may not be conditional. If the Trustee or the Security Registrar, as applicable, is requested to deliver such notice or select Notes for redemption, such Trustee or Security Registrar shall receive notice of such no less than five Business Days prior to such delivery and or selection, or such shorter period as shall be acceptable to the Trustee or Security Registrar, as applicable.

(c) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. In the case of Definitive Notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless payment is withheld.

Section 3.6 Deposit of Redemption Price . On or prior to 11:00 a.m. (New York City time) on the Business Day prior to any redemption date, the Issuer shall deposit with the Trustee or with a Paying Agent an amount of money in immediately available funds in Dollars sufficient to pay the redemption price of the Notes.

Section 3.7 Notes Payable on Redemption Date . Notice of redemption having been given as set forth in Section 3.5 , the Notes shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) the Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with said notice, such Note shall be paid by the Issuer at the redemption price, together with accrued and unpaid interest to the redemption date.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, if any, and accrued and unpaid interest thereon, as applicable, shall, until paid, bear interest from the redemption date at the rate prescribed therefor in such Note.

Section 3.8 Open Market Purchases . The Issuer or any of its Subsidiaries or Affiliates may at any time acquire Notes whether by means of a tender offer, open market

purchases, negotiated transactions or otherwise, at any price in compliance with applicable securities laws. Any Note so purchased by the Issuer may be surrendered to the Trustee for cancellation.

ARTICLE IV

COVENANTS

Section 4.1 Covenants of the Issuer . The Issuer agrees that so long as any amount payable by it under this Indenture or the Notes remains unpaid, it shall, and shall cause its Restricted Subsidiaries, as applicable, to comply with the following covenants:

(a) Notice of Default; Compliance Certificate .

(i) The Issuer shall furnish to the Trustee, not later than 30 days after the Issuer obtains Actual Knowledge thereof, written notice of any Default, signed by an Authorized Officer of the Issuer, describing such Default and the steps that the Issuer proposes to take in connection therewith.

(ii) Within 120 days after the end of each fiscal year ending on December 31 of each fiscal year of the Issuer ending after the date hereof, the Issuer shall deliver to the Trustee a certificate which need not comply with Section 10.12 , executed by the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer and one other Authorized Officer of the Issuer, as to such officers’ knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture, such compliance to be determined (solely for the purpose of this Section 4.1(a)(ii) ) without regard to any period of grace or requirement of notice under this Indenture.

(b) Listing . The Issuer shall apply to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trading on the Global Exchange Market.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “ incur ”) any Indebtedness (including Acquired Debt), and the Issuer shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided , however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if:

(i) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.5 to 1.0; and

(ii) the Consolidated Debt to EBITDA Ratio for the Issuer’s most recently ended four fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been no greater than 3.5 to 1.0,

in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four fiscal quarters.

The first paragraph of this covenant shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

(1) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date;

(2) Indebtedness represented by the Notes issued on the Issue Date and this Indenture and any Note Guarantees thereof by the Subsidiary Guarantors;

(3) Permitted Refinancing Indebtedness of the Issuer and its Restricted Subsidiaries incurred in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.1(c) or clauses (1), (2), (3), (13) and (14) of this paragraph;

(4) intercompany Indebtedness between or among the Issuer and its Restricted Subsidiaries; provided , however, that:

(A) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (4);

(5) shares of preferred stock issued by any Restricted Subsidiary of the Issuer to the Issuer or to any other Restricted Subsidiary of the Issuer; provided , however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary; or

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary, shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (5);

(6) Hedging Obligations of the Issuer and its Restricted Subsidiaries in the ordinary course of business, including in respect of financing transactions permitted under this Indenture;

(7) guarantees by the Issuer and its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.1(c) (including any Note Guarantee); provided that if the Indebtedness being guaranteed is subordinated to the Notes or the Note Guarantees, then the Guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;

(8) Indebtedness in the form of performance bonds, completion guarantees and surety or appeal bonds entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of their business;

(9) Indebtedness of the Issuer and its Restricted Subsidiaries owed to any Person in connection with worker’s compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Issuer or any such Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(10) Indebtedness of the Issuer and its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds, so long as such Indebtedness is extinguished within five Business Days of incurrence;

(11) Indebtedness of the Issuer and its Restricted Subsidiaries arising from agreements of the Issuer or any of its Restricted Subsidiaries providing for adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary of the Issuer; provided , however , that, in the case of a disposition, the maximum aggregate liability in respect of such Indebtedness shall at no time exceed the gross proceeds actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(12) Indebtedness incurred by the Issuer and its Restricted Subsidiaries in respect of letters of credit (and reimbursement obligations with respect thereto) issued in the ordinary course of business, including letters of credit to procure raw materials or relating to workers’ compensation claims or self-insurance, or other Indebtedness relating to reimbursement-type obligations regarding workers’ compensation claims;

(13) Indebtedness of a Restricted Subsidiary incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Issuer other than Indebtedness incurred (i) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Issuer or (ii) otherwise in connection with, or in contemplation of, such acquisition; provided , however, that at the time such Restricted Subsidiary is acquired by the Issuer, the Issuer would have been able to incur U.S.$1.00 of additional Indebtedness pursuant to the first paragraph of this Section 4.1(c) after giving effect to the incurrence of such Indebtedness pursuant to this clause (13), and (B) Acquired Debt of a Person consolidated or merged with the Issuer as permitted under clause (iv)(2) of Section 4.3 ;

(14) in addition to the items referred to in clauses (1) through (13) above, Indebtedness and Disqualified Stock of the Issuer and Indebtedness or preferred stock of Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (14) and then outstanding, shall not exceed 15% of Consolidated Total Assets at any time outstanding.

The Issuer shall not incur, and shall not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and such Subsidiary Guarantor’s Note Guarantee on substantially identical terms; provided , however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

For purposes of determining compliance with this Section 4.1(c) , in the event that an item of proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.1(c) , the Issuer, in its sole discretion, shall be permitted to classify such item of Indebtedness (or any portion thereof) on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.1(c) and shall only be required to include the amount and type of such Indebtedness in one of the above clauses.

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.1(c) ; provided , in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Issuer as accrued.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar amount of Indebtedness denominated in a currency other than the Dollar shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of revolving credit Indebtedness, on the date such Indebtedness was first committed. Notwithstanding any other provision of this Section 4.1(c) , the maximum amount of Indebtedness that the Issuer or any of its Restricted Subsidiaries may incur pursuant to this Section 4.1(c) shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate that is in effect on the date of such refinancing.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount or liquidation preference of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

(d) Limitation on Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) of any kind on any asset (including Capital Stock of Restricted Subsidiaries, but excluding Capital Stock of Unrestricted Subsidiaries) now owned or hereafter acquired to secure Indebtedness, unless contemporaneously with the incurrence of such Liens effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any of its Restricted Subsidiaries’ property or assets, any Note Guarantee of such Restricted Subsidiary, equally and ratably with (or prior to in the case of Liens with respect to Obligations subordinate to the Notes and any Note Guarantees, as the case may be) the Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

(e) Limitation on Transactions with Affiliates . The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “ Affiliate Transaction ”), unless:

(i) the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with Person who is not an Affiliate;

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$5.0 million, the Issuer delivers to the Trustee a resolution of the Board of Directors of the Issuer or of the relevant Restricted Subsidiary, as the case may be, set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer or of the relevant Restricted Subsidiary, as the case may be; and

(iii) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value in excess of U.S.$15.0 million, the Issuer shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view from an accounting, appraisal or investment banking firm of recognized standing;

provided that neither the Issuer nor its Restricted Subsidiaries shall be required to comply with this Section 4.1(e) while equity securities of the Issuer remain registered with the SEC and listed on the New York Stock Exchange or on the NASDAQ, directly or in the form of American Depositary Receipts.

The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, stock options, stock ownership plans, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries provided on behalf of directors, officers and employees in the ordinary course of business and approved by the Board of Directors of the Issuer and/or the relevant Subsidiary, as applicable, and payments pursuant thereto;

(2) transactions between or among the Issuer and the Restricted Subsidiaries and Guarantees issued by the Issuer or a Restricted Subsidiary for the benefit of the Issuer or a Restricted Subsidiary, as the case may be, in accordance with Section 4.1(c) ;

(3) payment of reasonable and customary directors’ fees of the Issuer and any Restricted Subsidiary;

(4) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of such Person;

(5) transactions pursuant to any contract or agreement with the Issuer or any of the Restricted Subsidiaries in effect on the Issue Date, as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is not less favorable in any material respect to the Issuer and the Restricted Subsidiaries than the original agreement as in effect on the Issue Date, except for any extension of the time period thereof;

(6) any Note Guarantees; and

(7) loans or advances to employees, directors, officers or consultants (i) in the ordinary course of business or (ii) otherwise not to exceed U.S.$2.0 million in the aggregate at any one time outstanding with respect to all loans or advances made since the Issue Date.

(f) Maintenance of Priority . The Issuer shall ensure that its payment obligations with respect to the Notes shall constitute its direct, unconditional and general unsecured senior obligations and shall rank senior or pari passu (except for Indebtedness that is subordinated in right of payment to the Notes) in priority of payment and in all other respects (other than security) with respect to its future Indebtedness, except for labor, tax, social security deposits, trade obligations and certain other obligations that in the case of insolvency or bankruptcy are granted preferential treatment pursuant to the laws of Peru.

Each Subsidiary Guarantor shall ensure that its payment obligations with respect to its Note Guarantee shall constitute its direct, unconditional and general unsecured senior obligations and shall rank senior or pari passu (except for Indebtedness that is subordinated in right of payment to its Note Guarantee) in priority of payment and in all other respects (other than security) with respect to its future Indebtedness, except for labor, tax, social security deposits trade obligations and certain other obligations that in the case of insolvency or bankruptcy are granted preferential treatment pursuant to the laws of Peru.

(g) Reports . So long as any of the Notes are outstanding, the Issuer shall provide to the Trustee:

(i) as soon as available after the end of each fiscal year (and in any event, within 120 days after the close of such fiscal year) annual audited consolidated financial statements for the Issuer and its subsidiaries in English prepared in accordance with IFRS (containing a balance sheet and statements of income, retained earnings and cash flows, and notes thereto, as of the end of and for such fiscal year and the immediately preceding fiscal year with a report thereon by an internationally recognized outside firm of certified public accountants); provided that any document publicly available in English on the Issuer’s website shall be deemed to have been furnished to the Trustee and the Holders for purposes of this provision, as long as the Trustee has been notified in writing that such document has been posted on our website;

(ii) interim unaudited quarterly consolidated financial statements for the Issuer and its subsidiaries in English prepared in accordance with IFRS (containing a consolidated balance sheet and consolidated statements of income, retained earnings and cash flows, and notes thereto, as of the end of and for the interim period covered thereby and the comparable interim period in the immediately preceding fiscal year) within five Business Days after the date on which such quarterly consolidated financial statements are delivered to the SMV and, in the event the Issuer is no longer obligated to deliver such quarterly financial statements to the SMV, as soon as available (and in any event within 60 days after the close of each fiscal quarter); provided that any document publicly available in English on the Issuer’s website shall be deemed to have been furnished to the Trustee and the Holders for purposes of this provision, as long as the Trustee has been notified in writing that such document has been posted on the Issuer’s website; and

(iii) upon request by Holders or prospective holders of the Notes, information meeting the applicable requirements of Rule 144A(d)(4) of the Securities Act (which information need not be delivered to the Trustee so long as such information is provided to the Holder or prospective holders), as the case may be.

Copies of the above reports shall be made available by the Trustee to a Holder upon such Holder’s written request to the Trustee. Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of the covenants in this Indenture (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

Section 4.2 Suspension of Covenants . From and after the first date following the Issue Date, or following the most recent Reversion Date, that (i) the Notes have Investment Grade Ratings from two out of three Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “ Covenant Suspension Event ”), the Issuer and its Restricted Subsidiaries shall not be subject to the provisions of Section 4.1(c) , and clause (iv) of the first paragraph of Section 4.3 (collectively, the “ Suspended Covenants ”);

In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “ Reversion Date ”) the Notes have Investment Grade Ratings from fewer than two out of three Rating Agencies, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “ Suspension Period .” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to the first paragraph of Section 4.1(c) or one of the clauses set forth in the second paragraph of Section 4.1(c) (to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the date of the incurrence and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date); provided that, to the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to the first or second paragraph of Section 4.1(c) , such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of the second paragraph of Section 4.1(c) .

Section 4.3 Merger, Consolidation or Sale of Assets . The Issuer shall not, directly or indirectly: (A) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (B) sell, lease, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(i) either: (A) the Issuer is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made, is a Person organized or existing under the laws of Peru;

(ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer, the “ Successor Issuer ”) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to a supplemental indenture;

(iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any Subsidiary of the Successor Issuer as a result of such transaction as having been incurred by the Successor Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(iv) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four fiscal quarters, either:

(1) the Issuer or the Successor Issuer would, on the date of such transaction, be permitted to incur at least U.S.$1.00 of additional Indebtedness pursuant to both the Consolidated Debt to EBITDA Ratio and the Fixed Charge Coverage Ratio tests set forth in the first paragraph of Section 4.1(c); or

(2) (A) the Fixed Charge Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction, and (B) the Consolidated Debt to EBITDA Ratio for the Successor Issuer and its Restricted Subsidiaries would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(v) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; and

(vi) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) of this paragraph shall apply), if any, shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes.

This Section 4.3 shall not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets from a Restricted Subsidiary to the Issuer.

For purposes of this Section 4.3 , the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

The Successor Issuer shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Issuer shall not be released from the obligation to pay the principal of and interest on the Notes.

Section 4.4 Repurchase of Notes upon a Change of Control Repurchase Event . If a Change of Control Repurchase Event occurs, each Holder of the Notes shall have the right to require the Issuer to repurchase all or any part (equal to an integral multiple of U.S.$1,000 with a residual, if any, greater than U.S.$100,000) of that Holder’s Notes pursuant to an offer (the “ Change of Control Offer ”) made by the Issuer on the terms set forth in this Section 4.4 . In the Change of Control Offer, the Issuer shall offer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes to be repurchased plus accrued and unpaid interest on such Notes to be repurchased to the date of purchase subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the “ Change of Control Payment ”).

Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”), pursuant to the procedures required by this Section 4.4 and described in such notice.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Repurchase Event shall be applicable whether or not any other provisions of this Indenture are applicable. Except as set forth above in this Section 4.4 with respect to the Change of Control Offer, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth above in this Section 4.4 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given as described in Section 3.3 , unless and until there is a default in payment of the applicable redemption price.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.4 , the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue of such compliance.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.1 Events of Default and Remedies . (a) Each of the following is an “ Event of Default ”:

(i) default for 30 days in the payment when due of interest or Additional Amounts on any Note;

(ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note, including the failure to purchase Notes of pursuant to a Change of Control Offer as required by Section 4.4 ;

(iii) failure by the Issuer or its Restricted Subsidiaries to comply with Section 4.3 ;

(iv) failure by the Issuer or any of its Restricted Subsidiaries for 45 days to comply with any agreements or covenants in this Indenture (other than as described under clauses (i), (ii) and (iii) above, which are covered by such clauses) after notice by the Trustee or the Holders of 25% or more in principal amount of the outstanding Notes;

(v) default in respect of any Indebtedness of the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness now exists, or is created after the date of this Indenture, if that default:

(1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness when due, in each case after the expiration of any applicable grace period (a “ Payment Default ”); or

(2) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$10.0 million or more;

(vi) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of U.S.$10.0 million (net of any amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days;

(vii) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any of the Issuer, a Subsidiary Guarantor, or any Person acting on behalf of the Issuer or a Subsidiary Guarantor, denies or disaffirms its obligations under its Note Guarantee; or

(viii) with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary:

(A) an involuntary case or other proceeding is commenced against the Issuer or such Significant Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency, dissolution or

liquidation or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, bankruptcy, trustee, sequestrator or similar official of the Issuer or such Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or such Significant Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days;

(B) an order for relief is entered against the Issuer or such Significant Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; or

(C) the Issuer or such Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or such Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or such Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors.

In the case of an Event of Default described in clause (viii) of this Section 5.1 has occurred and is continuing, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer and the Trustee.

Subject to the following paragraphs, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to Section 8.1 , in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or the principal of, the Notes.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

(b) Trustee May File Proofs of Claim . The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Issuer or any Subsidiary Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in this Indenture shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

(c) Trustee May Enforce Claims Without Possession of Notes . To the extent permitted under Applicable Law, all rights of action (including the right to file proofs of claim) under this Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any recovery of judgment shall be for the benefit of the Holders, subject to the provisions of this Indenture.

(d) Application of Money Collected . Any monies collected by the Trustee pursuant to this Section 5.1 or otherwise received by the Trustee, and after an Event of Default any money or other properties distributable in respect of the Issuer’s obligations under this Indenture, shall be applied (i) first , to the Trustee and the Authorized Agents in payment of all amounts due hereunder, (ii) second , to the payment of interest accrued on the Notes and any premium and Additional Amounts payable thereon, (iii) third , to the payment of the outstanding principal amount of the Notes and (iv) fourth , to the Issuer and the Subsidiary Guarantors. The Trustee may fix a record date and payment date for any payment by it to Holders pursuant to this Section 5.1 .

(e) Unconditional Right of Holders to Receive Principal, Premium and Interest . Notwithstanding any other provision in this Indenture, any Holder shall have the right which is absolute and unconditional, to receive payment of the principal of (and premium and Additional Amounts, if any) and interest, if any, on such Note on the dates specified in the Notes as the fixed date on which the principal of such Note or any installment of interest on such Note is due and payable (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

(f) Restoration of Rights and Remedies . If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, and to the extent permitted under Applicable Law, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

(g) Rights and Remedies Cumulative . Except as otherwise provided with the respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by Applicable Law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(h) Delay or Omission Not Waiver . No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right and remedy given by this ARTICLE V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

(i) Undertaking for Costs . All parties to this Indenture agree, and each Holder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or

in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this clause shall not apply to any suit instituted by the Trustee, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest, if any, on any Note on or after the dates specified in the Notes as the fixed date on which the principal of such Note or any installment of interest on such Note is due and payable (or, in the case of redemption, on or after the redemption date).

ARTICLE VI

DISCHARGE OF THE INDENTURE; DEFEASANCE

Section 6.1 Satisfaction and Discharge . This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for herein), when:

(a) either:

(i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of Holders, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound;

(c) the Issuer or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Section 6.2 Repayment of Monies . Following the satisfaction and discharge of this Indenture as described in Section 6.1 , all investments and monies, if any, then held by the Trustee under this Indenture shall, upon written demand of the Issuer, be repaid or, as the case may be, released, assigned or transferred to the Issuer, and thereupon the Trustee shall be released from all further liability with respect to such investments and monies.

Section 6.3 Return of Monies Held by the Trustee . Any monies deposited with or paid to the Trustee for the payment of the principal (and premium or Additional Amounts, if any), interest or any other amount due with respect to any Note and not applied but remaining unclaimed for two years after the date upon which such principal (and premium or Additional Amounts, if any), interest or other amount shall have become due and payable, shall (to the extent not required to escheat to any governmental authority), upon written demand of the Issuer, be repaid by the Trustee to or for the account of the Issuer, the receipt of such repayment to be confirmed promptly in writing by or on behalf of the Issuer, and, to the extent permitted by Applicable Law, the Person claiming such payment of principal (and premium or Additional Amounts, if any), interest or any other amount shall thereafter look only to the Issuer for any related payment that it may be entitled to receive, and all liability of the Trustee with respect to such monies shall thereupon cease.

Section 6.4 Defeasance and Covenant Defeasance . The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of the obligations of the Issuer discharged with respect to the outstanding Notes and this Indenture and all obligations of the Issuer and the Subsidiary Guarantors discharged with respect to their Note Guarantees and this Indenture (“ Legal Defeasance ”) except for:

(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to below;

(b) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, the Issuer’s and the Subsidiary Guarantors’ obligations in connection therewith; and

(d) the Legal Defeasance and Covenant Defeasance provisions of this Section 6.4 .

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Subsidiary Guarantors released with respect to Sections 4.1 , 4.2 , 4.3 and 4.4 (“ Covenant Defeasance ”) and thereafter any omission to comply with such Sections shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, the events described under clauses (iii), (iv) and (v) of Section 5.1 shall no longer constitute an Event of Default with respect to such Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(i) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, non-callable Government Securities, or a combination of cash in Dollars and non-callable Government Securities, in amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether Notes are being defeased to such stated date for payment or to a particular redemption date;

(ii) in the case of Legal Defeasance, the Issuer shall deliver to the Trustee an Opinion of Counsel confirming that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii) in the case of Covenant Defeasance, the Issuer shall deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound;

(v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(vi) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(vii) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with, such opinion to be subject to customary assumptions and exceptions.

ARTICLE VII

GUARANTEE

Section 7.1 Guarantee . Subject to the provisions of this Section 7.1, the Subsidiary Guarantors hereby fully and unconditionally guarantee, jointly and severally, to each Holder and to the Trustee the full and punctual payment (whether on an Interest Payment Date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, if any, interest, Additional Amounts and all other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due. Upon failure by the Issuer to pay punctually any such amount, each of the Subsidiary Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and time and in the manner specified in this Indenture. This Note Guarantee constitutes a direct, joint and several, general and unconditional primary obligation of each Subsidiary Guarantor that shall at all times rank at least pari passu with all other present and future senior unsecured obligations of such Subsidiary Guarantor, except for labor, tax, social security deposits trade obligations and certain other obligations that in the case of insolvency or bankruptcy are granted preferential treatment pursuant to the laws of Peru.

Section 7.2 Guarantee Unconditional . To the extent permitted by Applicable Law, the obligations of the Subsidiary Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Indenture or any Note (other than any modification, amendment or supplement in accordance with ARTICLE IX that purports to modify, amend or supplement the obligations of any Subsidiary Guarantor).

(c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note;

(d) the existence of any claim, set-off or other rights which any of the Subsidiary Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of Applicable Law purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or

(f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 7.2 , constitute a legal or equitable discharge of or defense to any of the Subsidiary Guarantors ‘ obligations hereunder.

Section 7.3 Discharge Reinstatement . The Subsidiary Guarantors’ obligations hereunder shall remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Issuer under this Indenture have been indefeasibly paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Issuer under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, arrangement or reorganization of the Issuer or otherwise, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 7.4 Waiver by the Subsidiary Guarantors . To the extent permitted by Applicable Law, each of the Subsidiary Guarantors unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The Guarantee constitutes a Guarantee of payment and not of collection.

Section 7.5 Subrogation and Contribution . Upon making any payment with respect to any obligation of the Issuer under this ARTICLE VII , each paying Subsidiary Guarantor shall be subrogated to the rights of the payee against the Issuer with respect to such obligation; provided , however , that such Subsidiary Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, interest, Additional Amounts on all Notes and any other amounts due under this Indenture shall have been paid in full.

Section 7.6 Stay of Acceleration . If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Subsidiary Guarantors forthwith on demand by the Trustee.

Section 7.7 Execution and Delivery of Indenture . The execution by each of the Subsidiary Guarantors of this Indenture evidences the Note Guarantee of such Subsidiary Guarantor, whether or not the Person signing as an officer of such Subsidiary Guarantor still holds that office at the time of authentication of any Note. Failure by any Subsidiary Guarantor

to execute the Notation on Note relating to the Note Guarantee shall not affect the obligations of such Subsidiary Guarantor hereunder. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Indenture.

Section 7.8 Purpose of Note Guarantee . The Issuer and the Trustee hereby acknowledge that the purpose and intent of each of the Subsidiary Guarantors in executing this Indenture and providing the Note Guarantee contained herein is to give effect to the agreement of such Subsidiary Guarantor to Guarantee the payment of any such amounts due by the Issuer under the Notes and this Indenture, whether such amounts are in respect of principal, interest or any other amounts (including Additional Amounts). Therefore, each of the Subsidiary Guarantors agrees that if the Issuer shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any principal, premium, if any, interest or any other amounts (including Additional Amounts) with respect to this Indenture and the Notes, such Subsidiary Guarantor shall promptly pay the same, without any demand or notice whatsoever. The Trustee shall promptly deposit in the account designated by the Trustee to receive payments from the Issuer with respect to the Notes any funds it receives from any of the Subsidiary Guarantors under or pursuant to this Note Guarantee in respect of the Notes.

Section 7.9 Future Subsidiary Guarantors . The Issuer shall cause any Restricted Subsidiary of the Issuer (A) incurs Indebtedness or issues preferred stock in accordance with Section 4.1(c) or (B) Guarantees any Indebtedness of the Issuer or any other Restricted Subsidiary that Guarantees any Indebtedness of the Issuer or any other Restricted Subsidiary, in each case, after the Issue Date, to become a Subsidiary Guarantor and execute a supplemental indenture promptly after it incurs such Indebtedness or Guarantee or issues such preferred stock, as the case may be. In addition, the Issuer shall cause any Person that becomes a Restricted Subsidiary after the Issue Date to become a Subsidiary Guarantor pursuant to a supplemental indenture.

Section 7.10 Release of Subsidiary Guarantees . The Note Guarantees of a Subsidiary Guarantor shall be released:

(a) upon payment and satisfaction in full of all Indebtedness which required such Subsidiary Guarantor to issue a Note Guarantee in compliance with this ARTICLE VII ;

(b) in connection with any liquidation or sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition is in compliance with this Indenture;

(c) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, that is in compliance with this Indenture;

(d) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or

(e) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 6.1 and Section 6.4 .

Section 7.11 Sale of Assets, Consolidation or Merger . A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless:

(a) immediately after giving effect to that transaction (and treating any Indebtedness that becomes an Obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary of such Person as a result of that transaction as having been incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists;

(b) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Person organized or existing under the laws of the jurisdiction of incorporation of such Subsidiary Guarantor, the United States, any state of the United States or the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture; and

(c) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, such supplemental indenture and corresponding release, if any, comply with this Section 7.11 .

Section 7.12 Limitation on Amount of Note Guarantee . Each Subsidiary Guarantor and, by its acceptance of the Notes, each Holder hereby confirms that it is the intention of all of them that the guarantee of the Subsidiary Guarantors not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the laws of Peru, the U.S. Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its guarantee are limited to the maximum amount that would not render the Subsidiary Guarantors’ obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of Peru, the U.S. Bankruptcy Code or any comparable provision of state law.

ARTICLE VIII

THE TRUSTEE

Section 8.1 Duties of the Trustee; Certain Rights of the Trustee . (a) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default exists, then the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) None of the Trustee, any agent of the Trustee or any Affiliate of the Trustee shall be liable for any act or omission made in connection with this Indenture or the Notes except in the case of its own gross negligence or willful misconduct. In furtherance, and not in limitation, of the Trustee’s rights and protections hereunder, and unless otherwise specifically provided in this Indenture, the Trustee shall (subject to the terms hereof) grant such consents, make such requests and determinations and take or refrain from taking such actions as are permitted (but not expressly required) to be granted, made or taken by the Trustee, as the Required Holders shall direct in writing (in each case, subject to clause (c)). No provision of this Indenture shall be construed to relieve the Trustee from liability for its gross negligence or willful misconduct; provided , however , that:

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;

(ii) in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely as to (a) the truth of the statements and the correctness of the opinions expressed in and upon any statements, certificates or opinions furnished to the Trustee pursuant to this Indenture and conforming to the requirements of this Indenture, and as to (b) any standing orders of any certificate that has been provided to it and not replaced by a new certificate; and

(iii) the Trustee shall not be liable for any error of judgment made in good faith by any of its Responsible Officers unless it shall be conclusively determined in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts, nor shall the Trustee be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the written direction of the Required Holders under, or believed by it to be authorized or permitted by, this Indenture, and shall not be liable for accepting, or acting upon, any decision made by the Holders in accordance herewith.

(c) (i) The Trustee may conclusively rely upon, and shall be protected in acting or refraining from acting upon, and shall not be bound to make any investigation into the facts or matters stated in, any resolution, certificate, statement, instrument, instruction, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, Guarantee or other paper or document (whether in original and/or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person(s). The Trustee, in its discretion, may make such further reasonable inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney during business hours upon reasonable notice at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(ii) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of the Required Holders unless the Required Holders shall have furnished to (or caused to be furnished to) the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including attorneys’ fees and expenses, that might be incurred by the Trustee therein or thereby. Subject to such provision for indemnification, the Required Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee.

(iii) Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(iv) As a condition to the taking of or omitting to take any action by it hereunder, the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action reasonably taken or omitted by it hereunder in good faith and in reliance thereon.

(v) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer has Actual Knowledge thereof or unless written notice thereof is received by a Responsible Officer of the Trustee at its Corporate Trust Office; provided , that the Trustee shall be deemed to have notice of the failure of the Issuer to deliver funds (as long as the Trustee is acting as Paying Agent), reports or certificates to the Trustee when scheduled to be delivered to the Trustee under this Indenture. The Trustee may withhold notice to the Holders of any Default except on payment or principal of, or interest, if any, on the Notes if and so long as Trustee in good faith determines that it is in the interest of the Holders to do so.

(vi) Any request or direction of the Issuer to the Trustee shall be sufficiently evidenced by a written request or order signed in the name of the Issuer by an Authorized Officer. Any resolution adopted by the Issuer in connection with such a request or direction shall be sufficiently evidenced by a copy of such resolution certified by the secretary, assistant secretary or similar officer in the United States or, outside the United States, the official or Person who performs the functions that are normally performed by a secretary or assistant secretary in the United States (including, in the case of the Issuer, the Secretary or similar officer) of such Person to have been duly adopted and to be in full force and effect.

(vii) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on its part, conclusively rely upon an Officers’ Certificate.

(viii) Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to this ARTICLE VIII .

Section 8.2 Performance of Trustee’s Duties . (a) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

(b) The Trustee may, in the execution and exercise of all or any of the powers, authorities and discretions vested in it by this Indenture, act by Responsible Officer(s) of the Trustee (or duly-authorized officers of its Affiliates), and the Trustee may also execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, custodians or nominees and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any such agents, attorneys, accountants, custodians or nominees appointed with due care by the Trustee.

(c) The Trustee, any Paying Agent, Security Registrar, Transfer Agent or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not the Trustee, Paying Agent, Security Registrar, Transfer Agent or such other agent.

(d) The Trustee shall not be required to provide, on its own behalf, any surety, bond or other kind of security in connection with the execution of any of its trusts or powers under this Indenture or the performance of its duties hereunder.

(e) The recitals contained herein, in the Notes or any offering materials, except for the Trustee’s certificate of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Notes or any offering materials.

(f) The Trustee shall not be accountable for the use or application by any Person of any funds deposited in or withdrawn from any account, or required to be so deposited or withdrawn, other than any funds held by or on behalf of the Trustee and over which the Trustee has exclusive dominion and control. Furthermore, the Trustee shall not be accountable for the use or application of any securities or other Property or the proceeds thereof that shall be used by the Issuer or any other Person (except itself) other than in accordance with this Indenture.

(g) The Trustee shall (i) not be responsible for the payment of any interest with respect to amounts held by it and (ii) have no obligation to invest or reinvest any amounts held by it.

(h) The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (including its right to be indemnified) are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Paying Agent, Security Registrar and Transfer Agent and in its capacities under this Indenture and the Notes and to each of its agents, custodians and other Persons duly employed by the Trustee hereunder or thereunder and to each other Authorized Agent appointed hereunder.

(i) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(j) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

(k) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(l) The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any other documents or agreements entered into in connection with the transactions contemplated hereby or thereby, by the Issuer or any other party thereto or bound thereby or to perform or observe or cause the performance or observance of any thereof. The Trustee shall not be responsible for the calculation or other determination of any amounts referred to in or contemplated by this Indenture or any other documents or agreements entered into in connection with the transactions contemplated hereby or thereby.

Section 8.3 Resignation and Removal; Appointment of Successor Trustee; Eligibility . (a) The Trustee may resign and be discharged of the trust created by this Indenture by giving at least 90 days’ written notice to the Issuer and the Holders, and such resignation shall take effect upon receipt by the Trustee of an instrument of acceptance of appointment executed by a successor trustee as provided in Section 8.4 . The resigning or removed Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.

(b) The Trustee may be removed as trustee at any time, with or without cause, upon 90 days’ prior written notice by the Required Holders delivered to the Trustee and the Issuer, and (unless such notice provides otherwise) such removal shall take effect upon receipt by the Trustee of an instrument of acceptance of appointment executed by a successor trustee as provided in Section 8.4 .

(i) the Trustee ceases to be eligible to act as the Trustee in accordance with clause (d) and fails to resign after written request for such resignation by the Issuer or the Required Holders; or

(ii) the Trustee becomes incapable of acting, or (in its individual capacity) shall be adjudged a bankrupt or insolvent or a receiver or liquidator of the Trustee (in its individual capacity) or of its Property shall be appointed, or any public officer takes charge or control of the Trustee (in its individual capacity) or of its Property or affairs for the purpose of rehabilitation, conservation or liquidation,

then the Issuer (so long as no Default or Event of Default with respect to any Notes exists) may remove the Trustee.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee meeting the eligibility requirements in clause (d) by notifying the Trustee in writing. Within one year after the successor Trustee takes office, the Required Holders may appoint a successor Trustee reasonably acceptable to the Issuer to replace the successor Trustee appointed by the Issuer.

(d) If at any time the Trustee shall resign, be removed or become incapable of acting as trustee hereunder, or if at any time a vacancy shall occur in the office of the Trustee for any other cause, then the Issuer may appoint a qualified successor trustee. If no such successor trustee is appointed by the Issuer within 30 days thereafter: (i) the Trustee’s delivery of notice of resignation, (ii) the Trustee’s receipt of notice of removal or (iii) the occurrence of such vacancy, then the Issuer, the Trustee or the Required Holders may request, at the expense of the Issuer, a court of competent jurisdiction to make such appointment.

Any Trustee, however appointed, shall (i) be a licensed bank or trust company having a corporate trust department (or a branch, Subsidiary or other Affiliate thereof) organized and doing business under the laws of the United States or any state thereof and authorized under such laws to exercise corporate trust powers in the United States, (ii) have a combined capital and surplus of at least U.S.$25,000,000 (or its equivalent in any other currency), and (iii) not be affiliated (as that term is defined in Rule 405 under the Securities Act) with the Issuer. If at any time the Trustee ceases to be eligible to act as trustee in accordance with this paragraph, then the Trustee shall resign immediately as Trustee as specified in clause (a) or may be removed as specified in clause (c).

Section 8.4 Acceptance of Appointment by Successor Trustee . (a) Any successor Trustee appointed as provided in Section 8.3 shall execute, acknowledge and deliver to the Holders, the Issuer and to its predecessor Trustee an instrument accepting such appointment hereunder, and, subject to Section 8.3 , upon the resignation or removal of the predecessor Trustee, such appointment shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; provided , however , that the Trustee ceasing to act shall, on request of the Issuer or the successor Trustee, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 8.5 . Upon written request of any such successor Trustee, the Holders and the Issuer shall execute any and all instruments in writing for fully and certainly vesting in and confirming to such successor Trustee all such rights and powers.

(b) No successor Trustee shall accept appointment as provided in this Section 8.4 unless at the time of such acceptance such successor Trustee shall be eligible to act as the Trustee under Section 8.3(d) .

(c) Upon acceptance of appointment by a successor trustee as provided in this Section 8.4 , the successor trustee shall notify each Holder of such appointment by first-class mail (or overnight courier) at its last address as shall appear in the Register, and shall mail (or overnight courier) a copy of such notice to the Issuer. If the acceptance of appointment is substantially contemporaneous with the resignation of the previous Trustee, then the notice required by the preceding sentence may be combined with the notice required by Section 8.3 .

Section 8.5 Trustee Fees and Expenses; Indemnity . (a) The Issuer covenants and agrees to pay reasonable fees (including fees and expenses of one counsel in each relevant jurisdiction) to each of the Trustee and each Authorized Agent from time to time, and the Trustee shall be entitled to, compensation as agreed in writing between the Issuer and the Trustee and the Issuer and such Authorized Agent, as applicable from time to time (which compensation shall not be limited by any provision of Applicable Law in regard to the compensation of a trustee of an express trust).

(b) The Issuer covenants and agrees to pay or reimburse, or cause the payment or reimbursement of, the Trustee and each predecessor Trustee and each Authorized Agent, upon its request, for all duly documented expenses, disbursements and advances reasonably incurred or made by or on behalf of it in accordance with this Indenture (including the compensation of, reasonable documented expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its own gross negligence or willful misconduct.

(c) The Issuer shall indemnify each of the Trustee and any predecessor Trustee, each Authorized Agent and their officers, employees, directors and agents for, and shall hold them harmless against, any and all loss, damage, claim, liability or expense (including fees and expenses of one counsel in each relevant jurisdiction), including taxes (other than taxes based upon, measured by or determined by the income of such Person), arising out of or in connection with this Indenture or the Notes, and the transactions contemplated thereby, including the acceptance or administration of the trust hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers, rights or duties hereunder or thereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d) In addition to and without prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services in connection with any Event of Default, the expenses (including the compensation of, duly documented reasonable expenses of and disbursements by its counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable United States federal or state or non-U.S. bankruptcy, insolvency or other similar law.

(e) To secure the Issuer’s obligations under this Section 8.5 , the Trustee may withhold or set-off any amounts due and owing to it under this Section 8.5 from any money or Property held or collected by the Trustee in its capacity as Trustee, except for such money and Property which is held in trust to pay the principal of (and premium, if any), or interest, on particular Notes.

(f) “ Trustee ” for purposes of this Section 8.5 shall include any predecessor Trustee; provided , however , that the gross negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

(g) The provisions of this Section 8.5 shall survive the termination of this Indenture or payment of the Notes and the resignation or removal of the Trustee and/or any Authorized Agent.

Section 8.6 Documents Furnished to the Holders . (a) Promptly following its receipt thereof, the Trustee shall, at the cost of the Issuer, in the manner provided for in Section 10.6 , furnish to each applicable Holder who so requests in writing in accordance with this paragraph a copy of any material certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal or other paper or document it receives from the Issuer pursuant to this Indenture or the Notes to be furnished to the Trustee. Upon the Trustee’s receipt from any Holder of a written request containing: (i) a certificate that such Person is a Holder (together with documentary evidence of same) and (ii) an address for delivery, the Trustee shall deliver to such Holder a copy of any such certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal or other paper or document promptly after its receipt thereof.

(b) As promptly as practicable after, and in any event within 90 days after the receipt by the Trustee of notice or its Actual Knowledge of any Event of Default with respect to any Note (or an event that would be a Default with respect to any Note with the expiration of any applicable grace period, giving of notice or both), the Trustee shall, subject to Section 8.1(c)(v) , mail notice of such Event of Default to all Holders of outstanding Notes as their names and addresses appear on the Register.

Section 8.7 Merger, Conversion, Consolidation and Succession . Any Person or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any Person or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including this transaction), shall be the successor of the Trustee hereunder (provided that such corporation or other entity shall be otherwise qualified and eligible hereunder) without the execution or filing of any paper or any further action on the part of any of the parties hereto. If any Notes shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

Section 8.8 Money Held in Trust . Money held by the Trustee hereunder shall be held by it in trust for the Holders but need not be segregated from other funds, except as provided in Sections 6.1 and 6.4 . The Trustee shall not have any personal liability for interest upon or investment of any such monies unless agreed to in writing.

Section 8.9 No Action Except Under Specified Documents or Instructions . The Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Issuer’s Property (excluding any Notes) except (a) in accordance with the powers granted to and the authority conferred upon the Trustee pursuant to this Indenture and the Notes and (b) in accordance with any document or instruction delivered to the Trustee pursuant hereto.

Section 8.10 Not Acting in its Individual Capacity . Except as provided in this ARTICLE VIII , in accepting the trusts hereby created, the entity acting as Trustee acts solely as Trustee hereunder and not in its individual capacity and, except as provided in this ARTICLE VIII , all Persons having any claim against the Trustee by reason of the transactions contemplated by this Indenture or any Note shall look only to the Issuer for payment or satisfaction thereof.

Section 8.11 Maintenance of Agencies . (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof and where notices and demands to or upon the Trustee in respect of the Notes and/or this Indenture may be served. Such offices or agencies shall be (i) initially at the Corporate Trust Office. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. In the event that no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office.

(b) The Issuer hereby initially appoints Deutsche Bank Trust Company Americas, at its Corporate Trust Office, as the Trustee hereunder and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Trustee shall have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee shall keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office.

(d) The Issuer hereby initially appoints the Trustee as the Security Registrar, Paying Agent and Transfer Agent for the Notes.

(e) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3 ) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.11 , without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity.

(f) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a) ) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3 ) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.11 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.11 . The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall mail notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Section 8.12 Co-Trustees and Separate Trustees (a) Notwithstanding any other provisions of this Indenture, at any time for the purpose of meeting any legal requirement of any jurisdiction, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided , however , that, prior to an Event of Default, no co-trustee, co-trustees, separate trustee or separate trustees shall be appointed without the prior written consent of the Issuer, which consent shall not to be unreasonably withheld. Each co-trustee or separate trustee hereunder shall be required to have a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least U.S.$25,000,000 and the Trustee shall, at the expense of the Issuer, provide prompt notice to Holders of the appointment of any co-trustee or separate trustee.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of the collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(ii) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee, co-trustee or separate trustee hereunder; and

(iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this indenture and the conditions of this ARTICLE VIII . Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the right to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 With Consent of the Holders . (a) Except as provided in Section 9.1(b) and Section 9.2 , this Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

(b) Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes;

(iii) reduce the rate of or change the time for payment of interest, including default interest, on any Notes;

(iv) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the Payment Default that resulted from such acceleration);

(v) make any Notes payable in a place of payment or in currency other than that stated in the Notes;

(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium on, or redemption price with respect to, the Notes; or

(vii) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture.

Section 9.2 Without Consent of the Holders . Without the consent of any Holder, the Issuer, the Trustee and, if applicable, the Subsidiary Guarantors may amend or supplement this Indenture, the Notes or any Note Guarantees:

(a) to cure any ambiguity, defect or inconsistency;

(b) to provide for uncertificated Notes in addition to or in place of Definitive Notes;

(c) to provide for the assumption of the Issuer or a Subsidiary Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Subsidiary Guarantor’s assets, as applicable;

(d) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(e) to conform the text of this Indenture, the Note Guarantees, or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended by the Issuer and the initial purchasers to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as represented by the Issuer to the Trustee in an Officers’ Certificate;

(f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or

(g) to allow any Subsidiary Guarantor to execute a supplemental Indenture with respect to a Note Guarantee and/or a Note Guarantee with respect to the Notes.

Section 9.3 Effect of Indenture Supplements . (a) Upon the effectiveness of any amendment, supplement or waiver in accordance with this ARTICLE IX , this Indenture, previous indenture supplements, if any, and the Notes and/or Note Guarantees affected thereby shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Holders affected thereby, the Issuer and the Subsidiary Guarantors shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications, amendments and waivers.

(b) After an amendment, supplement or waiver becomes effective, it shall bind every Holder; provided that in the case of an amendment or waiver of the type described in Section 9.1(b) , such amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same indebtedness as the Notes of the consenting Holder.

(c) The Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise and the Issuer shall notify the Holders of any amendment or supplemental indenture entered into hereunder.

Section 9.4 Documents to be Given to the Trustee . Before the execution thereof, the Trustee shall receive the documents required by Section 10.11 .

Section 9.5 Notation on or Exchange of Notes . In case of Definitive Notes, if an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver such Note to the Trustee. At the Issuer’s expense the Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee upon written direction of the Issuer shall authenticate a new Note that reflects the changed terms. Any failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.

Section 9.6 Meetings of Holders . (a) The Trustee or the Issuer shall, upon the request of Holders holding not less than 25% in aggregate principal amount of the outstanding Notes, or the Issuer or the Trustee may, at its respective discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, prepared by the Issuer, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Issuer, by the Issuer or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Issuer or Holders holding at least 25% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee may call such a meeting for such purposes by giving notice thereof.

(b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the

meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of the meeting as it shall deem appropriate. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Issuer and the Trustee.

Section 9.7 Voting by the Issuer and Any Affiliates Thereof . Notwithstanding anything herein to the contrary, should any Notes (or beneficial interests therein) be owned by the Issuer or any Affiliate thereof, any vote to be taken by Holders (including any vote resulting from the occurrence of an Event of Default) shall exclude from such voting the vote relating to (and principal amount of) the outstanding Notes (or beneficial interests therein) of any such Person.

ARTICLE X

MISCELLANEOUS

Section 10.1 Payments; Currency Indemnity . (a) Except to the extent otherwise stated herein, each payment to be made hereunder or on any Note shall be made on the required payment date in Dollars and in immediately available funds at the office of the Trustee specified in Section 10.6 or to such other office or account as may be specified by any party in a notice to the applicable sender of such payment.

(b) Except to the extent otherwise stated, Dollars are the sole currency of payment for all sums payable under or in connection with this Indenture or any Note, including with respect to indemnities. Any amount received or recovered in a currency other than Dollars (whether as a result of, or of the enforcement of, a judgment, decree or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due on the Notes and under this Indenture shall only constitute a discharge of such obligation to the extent of the amount of Dollars that the payee of such amounts due is able to purchase in accordance with normal banking or other normal currency exchange procedures with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If such amount of Dollars is more than the amount expressed to be due on the Notes or under this Indenture, if applicable, then the payee shall reimburse such excess to the payor. If such amount of Dollars is less than the amount expressed to be due on the Notes or under this Indenture, if applicable, then the payor shall indemnify the payee of such amounts against any loss sustained by it as a result. In any event, the payor shall indemnify the payee of such amounts against the cost of making any such purchase. For the purposes of this Section 10.1(b) , in the event the payee finds it impracticable to make a purchase on the date it receives the payment in a currency other than in Dollars, it shall be sufficient for the payee of such amounts to certify in a reasonable manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Dollars been made with the amount so

received in such other currency on the date of receipt or recovery. These indemnities constitute a separate and independent obligation from the other obligations hereunder, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such payee and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any amount due hereunder or under any Note.

Section 10.2 [ Reserved ] .

Section 10.3 Governing Law . THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 10.4 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of any Person, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by Applicable Law.

Section 10.5 Severability . Any provision of this Indenture or any Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.6 Notices . (a) All notices, instructions, directions, requests and demands delivered in connection herewith shall be in English and shall be in writing (including by fax, pdf or email) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when received (including by courier), addressed as follows in the case of the Trustee and the Issuer:


If to the Trustee:		DEUTSCHE BANK TRUST COMPANY AMERICAS
		Trust and Agency Services
		60 Wall Street, 27th Floor
		Mail Stop: NYC60-2710
		New York, New York 10005
		USA

Fax:		(732) 578-4635
Attention:		Corporate Team, Cementos Pacasmayo S.A.A.

With a copy to:		DEUTSCHE BANK NATIONAL TRUST COMPANY
		for Deutsche Bank Trust Company Americas
		Trust and Agency Services
		100 Plaza One – 6th Floor
		MSJCY03-0699
		Jersey City, NJ 07311-3901
		USA

Fax:		(732) 578-4635
Attention:		Corporate Team, Cementos Pacasmayo S.A.A.

If to the Issuer and/or the Subsidiary
Guarantors:		CEMENTOS PACASMAYO S.A.A.
		Calle La Colonia 150
		Urbanización El Vivero Surco
		Lima, Peru

Fax:		+51-1-437-5715
Attention:		General Counsel

(b) The Issuer and the Trustee, by notice, may designate additional or different addresses for subsequent notices or communications.

(c) Any notice or communication to a Holder shall be deemed to have been duly given upon the mailing of such notice by first-class mail to such Holder at its registered address as recorded in the Register not later than the latest date, and not earlier than the earliest date, prescribed in this Indenture for the giving of such notice. In the case of Global Notes, notices shall be sent to DTC or its nominees (or any successors), as the Holders thereof, and DTC will communicate such notices to the DTC Participants in accordance with its standard procedures. Any requirement of notice hereunder may be waived by the Person entitled to such notice before or after such notice is required to be given, and such waivers shall be filed with the Trustee.

(d) If the Issuer gives a notice or communication to any Holder, it shall give a copy to the Trustee in advance of sending the notice to the Holder.

(e) The Trustee shall promptly furnish the Issuer with a copy of any demand, notice or written communication received by the Trustee hereunder from any Holder.

(f) The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by Persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Issuer. The Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Issuer; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such instructions or directions. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 10.7 Counterparts . This Indenture may be executed on any number of separate counterparts (including by fax or electronic delivery), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

Section 10.8 Entire Agreement . This Indenture, including the documents referred to herein, contains the entire understanding of the parties hereto with respect to the subject matter contained herein, and there are no promises, undertakings, representations or warranties by the parties hereto relative to the subject matter hereof not expressly specified or referred to herein.

Section 10.9 Waiver of Jury Trial . THE PARTIES HERETO (BUT FOR THE AVOIDANCE OF DOUBT SUCH WAIVER SHALL NOT AFFECT THE RIGHTS OF ANY HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR THE NOTES AND FOR ANY COUNTERCLAIM RELATING THERETO. EACH PARTY (BUT FOR THE AVOIDANCE OF DOUBT SUCH WAIVER SHALL NOT AFFECT THE RIGHTS OF ANY HOLDER) ACKNOWLEDGES THAT THE OTHER PARTIES HERETO ARE ENTERING INTO THIS INDENTURE IN RELIANCE UPON SUCH WAIVER.

Section 10.10 Submission to Jurisdiction; Waivers . (a) Each party to this Indenture or the Notes hereby irrevocably and unconditionally submits to the jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York and (ii) the courts of its own corporate domicile, in each case with all applicable courts of appeal therefrom, with respect to actions brought against it as a defendant, for purposes of all legal proceedings arising out of or relating to this Indenture or the Notes or the transactions contemplated hereby or thereby; provided that nothing herein shall be deemed to limit the ability of any party to this Indenture or the Notes to bring suit in any other permissible jurisdiction. The Issuer and each of the Subsidiary Guarantors hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any objection based on place of residence or domicile.

(b) The Issuer and each of the Subsidiary Guarantors irrevocably appoints National Corporate Research, Ltd., 10 E. 40th Street, 10th floor, New York, New York 10016, as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York in connection with this Indenture or the Notes. The Issuer and each of the Subsidiary Guarantors agrees that service of process in respect of it upon such agent, together with written notice of such service sent to it in the manner provided for in Section 10.6 , shall be deemed to be effective service of process upon it in any such action, suit or proceeding. The Issuer and each of the Subsidiary Guarantors agrees that the failure of such agent to give notice to it of any such service of process shall not impair or affect the validity of such service or any judgment rendered in any action, suit or proceeding based thereon. If for any reason such agent shall cease to be available to act as such (including by reason of the failure of such agent to maintain an office in New York City), the Issuer and each of the Subsidiary Guarantors agrees promptly to designate a new agent in New York City, on the terms and for the purposes of this Section 10.10 . Nothing herein shall in any way be deemed to limit the ability of the Trustee to serve any such legal process in any other manner permitted by Applicable Law or to obtain jurisdiction over the Issuer or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by Applicable Law.

(c) The Issuer and each of the Subsidiary Guarantors shall waive any immunity (including sovereign immunity), to the fullest extent permitted by Applicable Law, from suit, action, proceeding or jurisdiction to which it might otherwise be entitled in any such suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan, New York City or in any competent court in Peru.

Section 10.11 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer will furnish to the Trustee:

(a) an Officers’ Certificate (which shall include the statements set forth in Section 10.12 ) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel (which shall include the statements set forth in Section 10.12 ) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided , however , that no such Opinion of Counsel shall be delivered with respect to the authentication and delivery of any Notes on the Issue Date.

Section 10.12 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture will include (other than the certificate set forth in Section 4.1(a) ):

(a) a statement that the Person making such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 10.13 Headings and Table of Contents . Section headings and the table of contents in this Indenture have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

Section 10.14 Use of English Language . All certificates, reports, notices, instructions, and other documents and communications given or delivered pursuant to this Indenture shall be in the English language or accompanied by an English translation thereof.

Section 10.15 No Personal Liability of Directors, Officers, Employees and Stockholders . No director, officer, employee, incorporator, stockholder, member or partner of the Issuer or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, this Indenture, or the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under United States federal securities laws.

Section 10.16 USA Patriot Act. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA Patriot Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Indenture agree that they will provide to the Trustee such information as it may request, from time to time, in order for the Trustee to satisfy the requirements of the USA Patriot Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

Section 10.17 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned have caused this Indenture to be duly executed as of the date first above written.


CEMENTOS PACASMAYO S.A.A.,
as Issuer

By:		/s/ Humberto Nadal del Carpio
Name:		Humberto Nadal del Carpio
Title:		Chief Executive Officer

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Chief Financial Officer

CEMENTOS SELVA S.A., as Subsidiary Guarantor

By:		/s/ Humberto Nadal del Carpio
Name:		Humberto Nadal del Carpio
Title:		Attorney-in-Fact

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Attorney-in-Fact

DISTRIBUIDORA NORTE PACASMAYO S.R.L., as Subsidiary Guarantor

By:		/s/ Humberto Nadal del Carpio
Name:		Humberto Nadal del Carpio
Title:		Attorney-in-Fact

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Attorney-in-Fact

[Signature Page to Indenture]


EMPRESA DE TRANSMISION GUADALUPE S.A.C.,
as Subsidiary Guarantor

By:		/s/ Humberto Nadal del Carpio
Name:		Humberto Nadal del Carpio
Title:		Attorney-in-Fact

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Attorney-in-Fact

DINOSELVA IQUITOS S.A.C., as Subsidiary Guarantor

By:		/s/ Humberto Nadal del Carpio
Name:		Humberto Nadal del Carpio
Title:		Attorney-in-Fact

By:		/s/ Manuel Ferreyros Peña
Name:		Manuel Ferreyros Peña
Title:		Attorney-in-Fact

[Signature Page to Indenture]


DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee, Security Registrar, Paying Agent and Transfer Agent

By: DEUTSCHE BANK NATIONAL TRUST COMPANY

By:		/s/ Annie Jaghatspanyan
Name:		Annie Jaghatspanyan
Title:		Vice President

By:		/s/ Wanda Camacho
Name:		Wanda Camacho
Title:		Vice President

[Signature Page to Indenture]

EXHIBIT A

to Indenture

[FORM OF FACE OF NOTE]

CEMENTOS PACASMAYO S.A.A.

[RESTRICTED GLOBAL NOTE]

[REGULATION S GLOBAL NOTE]

[DEFINITIVE NOTE]

4.50% Senior Notes due 2023

[Global Notes Legend] ¹

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. (OR SUCH OTHER ENTITY), HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

¹	This Global Notes Legend should be included only if the Note is to be held by DTC in global form.

[Form of Global Notes]

[Restricted Securities Legend]

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) THE ISSUER OR ANY OF ITS SUBSIDIARIES, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE FOREGOING LEGEND SHALL ONLY BE REMOVED AT THE OPTION OF THE ISSUER.

[Regulation S Legend]

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THE NOTES.

[Form of Global Notes]

CEMENTOS PACASMAYO S.A.A.

4.50% Senior Notes due 2023

No. [ ]

Principal Amount U.S.$[ ], as revised by the Schedule of Increases and Decreases attached hereto


CUSIP:	[	] ²
ISIN:	[	] ³
Common Code:	[	] ⁴

CEMENTOS PACASMAYO S.A.A. (the “ Issuer ”), a corporation ( sociedad anónima abierta ) organized under the laws of the Republic of Peru, promises to pay to CEDE & CO. or registered assigns, the principal amount of Notes payable on February 8, 2023.


INTEREST PAYMENT DATES :		February 8 and August 8 of each year, commencing on August 8, 2013.

RECORD DATES :		January 24 and July 24 of each year.

Additional provisions of this Note are set forth on the reverse hereof.

[Signature Page Follows]

²	Restricted Global Note CUSIP: 15126Q AA7; Regulation S Global Note CUSIP: P2194P AA7.

³	Restricted Global Note ISIN: US15126QAA76; Regulation S Global Note ISIN: USP2194PAA77.

⁴	Restricted Global Note Common Code: 086529742; Regulation S Global Note Common Code: 086529718.

[Form of Global Notes]

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.


CEMENTOS PACASMAYO S.A.A.

By:
Name:
Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Notes referred to in the within-mentioned

Indenture

Dated: February 8, 2013

Deutsche Bank Trust Company Americas, as Trustee


By:
		Authorized Signatory

[Form of Global Notes]

[FORM OF] REVERSE OF NOTE

4.50% Senior Notes due 2023

Interest

CEMENTOS PACASMAYO S.A.A., a corporation ( sociedad anónima abierta ) organized under the laws of the Republic of Peru (the “ Issuer ”) promises to pay interest on the principal amount of this Note at the rate per annum shown above.

Each Note and Additional Note shall bear interest at a rate of 4.50% per annum from the issue date of such Note or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semi-annually in arrears on each Interest Payment Date commencing on August 8, 2013 until the principal thereof is paid or duly provided for. Interest on the Notes shall accrue and be payable in Dollars and shall be computed on the basis of a 360-day year of twelve 30-day months, and shall be payable to the Holders of record on the Record Date immediately preceding the related interest Payment Date.

Method of Payment

On the Business Day prior to any Payment Date and/or Maturity Date, the Issuer will deposit or cause to be deposited with the Paying Agent in the Borough of Manhattan, New York City, in immediately available funds, a sum in Dollars sufficient to pay interest (and premium and Additional Amounts, if any) due on each Note on such Interest Payment Date and/or the principal due on each Note on the Maturity Date. The Issuer shall pay the Holders defaulted interest in any lawful manner on a special record date. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 10 days before the special record date, the Issuer shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such defaulted interest to be paid. In addition, the Issuer shall pay to the Holder of this Note such premium and Additional Amounts as may become payable under Section 2.12 , Section 3.3 and Section 3.4 of the Indenture.

Trustee, Security Registrar, Paying Agent and Transfer Agent

Initially, Deutsche Bank Trust Company Americas (the “ Trustee ”), shall act as Trustee, Security Registrar, Paying Agent and Transfer Agent. The Issuer may change the Paying Agent or Security Registrar without prior notice to the Holders of the Notes; provided that while Notes are outstanding, the Issuer shall maintain a Paying Agent and Security Registrar in the Borough of Manhattan, New York City, State of New York.

A-5

Indenture

The Issuer issued the Notes under an Indenture, dated as of February 8, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “ Indenture ”), among the Issuer, the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Security Registrar, Paying Agent and Transfer Agent. The Indenture imposes certain limitations on the Issuer and its Restricted Subsidiaries. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Notes are senior unsecured obligations of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is unlimited. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture.

Optional Redemption

The Issuer may redeem any of the Notes (including any Additional Notes issued after the Issue Date) in whole or in part, at any time or from time to time, at its option, at a “make-whole” redemption price equal to the greater of (A) 100% of the principal amount of such Notes and (B) the sum of the present values at such redemption date of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points; plus, in each case, any accrued and unpaid interest and Additional Amounts, if any, on such Notes to the redemption date; provided, however, that no less than U.S.$100 million in aggregate principal amount of Notes must remain outstanding immediately following any partial redemption.

On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Issuer defaults in the payment of the redemption price and accrued interest). On or prior to 11:00 a.m. (New York City time) on the Business Day prior to any redemption date, the Issuer shall deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an Interest Payment Date) accrued interest to the redemption date on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Security Registrar pro rata , by lot or in accordance with DTC’s procedures.

Optional Redemption Upon Public Equity Offerings

At any time prior to February 8, 2016, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued after the Issue Date) at a redemption price of 104.50% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Issuer ; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued after the Issue Date) remains outstanding immediately after the occurrence of such redemption; and

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(2) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

Optional Tax Redemption

The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption if (1) on the next date on which any amount would be payable in respect of the Notes, the Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in, expiration of or amendment to, the law of the relevant Tax Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the relevant Tax Jurisdiction is a party, which change, expiration, amendment or treaty becomes effective on or after the later of the date of the Indenture and the date the relevant jurisdiction became a Tax Jurisdiction and (2) such requirement cannot be avoided by the Issuer taking reasonable measures; provided that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens.

Denominations; Transfer; Exchange

Notes originally offered and sold to QIBs in reliance on Rule 144A initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “ Restricted Global Notes ”). Notes originally offered and sold outside the United States in reliance on Regulation S initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “ Regulation S Global Notes ” and, together with the Restricted Global Notes, the “ Global Notes ”). No service charge shall be

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made for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith. The Notes (or beneficial interests therein) may not be transferred unless the principal amount so transferred is in an authorized denomination. The Notes shall be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof.

Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of this Note for all purposes.

Unclaimed Money

Any monies deposited with or paid to the Trustee for the payment of the principal, premium or Additional Amounts, if any, interest or any other amount due with respect to any Note and not applied but remaining unclaimed for two years after the date upon which such principal, premium or Additional Amounts, if any, interest or other amount shall have become due and payable, shall (to the extent not required to escheat to any governmental authority), upon written demand of the Issuer, be repaid by the Trustee to or for the account of the Issuer, the receipt of such repayment to be confirmed promptly in writing by or on behalf of the Issuer, and, to the extent permitted by Applicable Law, the Person claiming such payment of principal, premium or Additional Amounts, if any, interest or any other amount shall thereafter look only to the Issuer for any related payment that it may be entitled to receive, and all liability of the Trustee with respect to such monies shall thereupon cease.

Defeasance

Subject to certain conditions set forth in the Indenture, the Issuer at any time may terminate certain of its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or Government Securities for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer, the Trustee and, if applicable, the Subsidiary Guarantors may, among other amendments set forth in the Indenture, amend the Indenture to cure any ambiguity, defect or inconsistency, or to provide for uncertificated Notes in addition to or in place of Definitive Notes, or to provide for the assumption of the Issuer or a Subsidiary Guarantors’ obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Subsidiary Guarantor’s assets, as applicable, or to provide additional rights or benefits to the Holders of Notes or to make any change that does not adversely affect the rights of any Holder.

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Defaults and Remedies

In the case of an Event of Default arising and continuing from certain events of bankruptcy or insolvency, with respect to the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

CUSIP and ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures the Issuer has caused CUSIP, ISIN and/or other similar numbers to be printed on the Notes and has directed the Trustee to use such numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the state of New York.

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Additional Amounts

The Issuer shall pay to the Holders such Additional Amounts as may become payable under Section 2.12 of the Indenture.

Conversion of Currency

Dollars are the sole currency of payment for all sums payable by the Issuer under or in connection with the Notes or the Indenture, including damages. The Issuer has agreed that the provisions of Section 10.1 of the Indenture shall apply to conversion of currency in the case of the Notes and the Indenture. Among other things, Section 10.1 of the Indenture specifies that any amount received or recovered in a currency other than Dollars (whether as a result of, or of the enforcement of, a judgment, decree or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due on the Notes and under the Indenture shall only constitute a discharge of such obligation to the extent of the amount of Dollars that the payee of such amounts due is able to purchase, in accordance with normal banking or other normal currency exchange procedures, with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If such amount of Dollars is more than the amount expressed to be due on the Notes or under the Indenture, if applicable, then the payee shall reimburse such excess to the payor. If such amount of Dollars is less than the amount expressed to be due on the Notes or under the Indenture, then the payor shall indemnify the payee of such amounts against any loss sustained by it as a result.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities

The Issuer has irrevocably appointed National Corporate Research, Ltd., 10 E. 40th Street, 10th floor, New York, New York 10016, United States, as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York.

The Issuer and each of the Subsidiary Guarantors shall waive any immunity (including sovereign immunity), to the fullest extent permitted by Applicable Law, from suit, action, proceeding or jurisdiction to which it might otherwise be entitled in any such suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan, New York City or in any competent court in Peru.

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type.

Requests may be made to:

CEMENTOS PACASMAYO S.A.A.

Calle La Colonia 150

Urbanización El Vivero Surco

Lima, Peru

Telephone: +51-1-317-6000 ext. 2029

Fax: +51-1-437-5715

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NOTATION ON NOTE RELATING TO NOTE GUARANTEE

For value received, the undersigned hereby unconditionally guarantee as principal obligors and not merely as a surety, to the Holder of this Note, the cash payments in Dollars of principal, premium, if any, and interest on this Note (including premium and Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal, premium, if any, and interest, if any, on this Note, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture (the “Indenture”), dated as of February 8, 2013, among the Issuer, the Subsidiary Guarantors and Deutsche Bank Trust Company Americas as Trustee, Security Registrar, Paying Agent and Transfer Agent, or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and conditions of this Note and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

The obligations of the undersigned to the Holders and to the Trustee are expressly set forth in Article VII of the Indenture and reference is hereby made to the Indenture for the precise terms thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this endorsement with respect to the 4.50% Senior Notes due 2023 of Cementos Pacasmayo S.A.A. to be duly executed.

Dated: February 8, 2013


CEMENTOS SELVA S.A.,
as Subsidiary Guarantor

By:
Name:
Title:

DISTRIBUIDORA NORTE PACASMAYO S.R.L.,
as Subsidiary Guarantor

By:
Name:
Title:

EMPRESA DE TRANSMISION GUADALUPE S.A.C.,
as Subsidiary Guarantor

By:
Name:
Title:

DINOSELVA IQUITOS S.A.C.,
as Subsidiary Guarantor

By:
Name:
Title:

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[FORM OF] ASSIGNMENT FORM

To assign this Note, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Note to:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


Dated:		Your Name:
		(Print your name exactly as it appears on the face of this Note)

		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

		Signature Guarantee ^* :

^*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee)

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[FORM OF] OPTION OF HOLDERS TO ELECT PURCHASE

If you elect to have this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, check the box below:

If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, state the amount (in minimum denominations of U.S.$100,000 or integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below U.S.$100,000: U.S.$


Dated:		Your Name:
		(Print your name exactly as it appears on the face of this Note)

		Your Signature:
		(Sign exactly as your name appears on this Note)

		Social Security or Tax Identification No.:

		Signature Guarantee ^* :

^*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee)

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is U.S.$[ ]. The following increases or decreases in this Global Note have been made:


Date of Exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Securities Custodian

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EXHIBIT B

to Indenture

[FORM OF] CERTIFICATE FOR

EXCHANGE OR TRANSFER OF RESTRICTED GLOBAL NOTE ⁵

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

MS-NYC 60-2170

New York, New York 10005

Attention: Corporates Team – Cementos Pacasmayo S.A.A.

and

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer

Re:

CEMENTOS PACASMAYO S.A.A.

4.50% Senior Notes due 2023 (the “ Notes ”)

Reference is hereby made to the Indenture dated as of February 8, 2013 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”) among CEMENTOS PACASMAYO S.A.A. , a corporation ( sociedad anónima abierta ) organized under the laws of the Republic of Peru (the “ Issuer ”), the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “ Trustee ”), security registrar, paying agent and transfer agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$[ ] of the Notes that are held as a beneficial interest in the Restricted Global Note (CUSIP No. 15126Q AA7) with DTC in the name of [NAME OF TRANSFEROR] (the “ Transferor ”). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Global Note (ISIN No.: USP2194PAA77) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of U.S.$100,000 or any integral multiple of U.S.$1,000 in excess thereof of the Restricted Global Note (or beneficial interests therein) will remain outstanding in the name of the Transferor.

⁵	This certification is to be made upon transfers or exchanges under Regulation S of interests in the Restricted Note pursuant to Section 2.6(b) of the Indenture.

B-1

In connection with such request, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and (a) with respect to transfers made in reliance upon Regulation S under the Securities Act, the Transferor does hereby certify that:

(i) the offer of the Notes (or beneficial interests therein) to be exchanged or transferred was not made to a Person in the United States,

(ii) either: (A) at the time the buy order was originated the transferee was outside the United States or the Transferor and any Person acting on the Transferor’s behalf reasonably believed that the transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any Person acting on behalf of the Transferor knows that the transaction was pre arranged with a buyer in the United States,

(iii) no directed selling efforts have been made in contravention of the requirements of Rule 903 or Rule 904 of Regulation S, as applicable,

(iv) the transaction meets any other applicable requirements of Rule 903 or Rule 904 of Regulation S and

(v) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act,

and (b) with respect to transfers made in reliance upon Rule 144A under the Securities Act, the Transferor hereby certifies that the Notes are being transferred in a transaction permitted by Rule 144A under the Securities Act.

This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer and the Trustee.


[Insert name of Transferor]

By:
Name:
Title:

Dated:

cc:

CEMENTOS PACASMAYO S.A.A.

B-2

EXHIBIT C

to Indenture

[FORM OF] CERTIFICATE FOR

EXCHANGE OR TRANSFER OF REGULATION S GLOBAL NOTE ⁶

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

MS-NYC 60-2170

New York, New York 10005

Attention: Corporates Team – Cementos Pacasmayo S.A.A.

and

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer

Re:

CEMENTOS PACASMAYO S.A.A.

4.50% Senior Notes due 2023 (the “ Notes ”)

This letter relates to U.S.$[ ] of the Notes that are held as a beneficial interest in the Regulation S Global Note (ISIN No.: USP2194PAA77) with Euroclear (Common Code No. 086529718) through DTC in the name of [NAME OF TRANSFEROR] (the “ Transferor ”). The Transferor has requested an exchange or transfer of such beneficial interest in the Notes for an interest in the Restricted Global Note (CUSIP No. 15126Q AA7) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of U.S.$100,000 or any integral multiple of U.S.$1,000 in excess thereof of the Regulation S Global Note (or beneficial interests therein) will remain outstanding in the name of the Transferor.

⁶	This certification is to be made upon transfers or exchanges under Rule 144A of interests in the Regulation S Note pursuant to Section 2.6(c) of the Indenture.

C-1

In connection with such request, the Transferor does hereby certify that such Notes (or beneficial interests therein) are being transferred in accordance with Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A (a “ QIB ”) who is purchasing such Notes (or beneficial interests therein) for its own account or for the account of a QIB with respect to which the transferee exercises sole investment discretion, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer and the Trustee.


[Insert name of Transferor]

By:
Name:
Title:

Dated:

cc:

CEMENTOS PACASMAYO S.A.A.

C-2

Exhibit 4.9

CONSTRUCTION AND ASSEMBLY AGREEMENT

CEMENTOS PACASMAYO S.A.A., a corporation organized and existing by virtue of the laws of the Republic of Peru, domiciled for the purposes hereof at Calle La Colonia N° 150, Urb. El Vivero, Santiago de Surco, Lima, represented by Messrs. Humberto Reynaldo Nadal del Carpio, National Identity Card No. 07785454, and Carlos Julio Pomarino Pezzia, National Identity Card No. 07854255 duly authorized pursuant to powers of attorney registered under Minutes of the Board of Directors, hereinafter referred to as “CPSAA”, as party of the first part;

and, as party of the second part:

CONSORCIO CEMENTOS PIURA , RUC (Registro Único de Contribuyentes [Tax Payer Identification] No. 20553869944, organized by JJC Contratistas Generales S.A., SSK Montajes e Instalaciones S.A.C., and JJC – Schrader Camargo S.A.C., by virtue of the laws of the Republic of Peru, domiciled for the purposes hereof at Avda. República de Chile 388, piso 9, Jesús María, Lima, represented by Mr. Juan Pedro Vicente Portaro Camet, identified by National Identity Card No. 08236569, and Mr. Erwin José Lucich Reátegui, identified by National Identity Card No. 06414355, duly authorized pursuant to power of attorney issued before Notary Public Julio A. del Pozo Valdez, hereinafter referred to as the “CONTRACTOR”.

BACKGROUND INFORMATION

CPSAA is an open corporation existing under the laws of the Republic of Peru, the purpose of which consists mainly of the manufacturing and marketing of cement, quicklime, aggregate materials, ready-mix concrete, prefabricated materials and other construction materials. CPSAA is interested in the construction of the Plant as part of the development of its activities.

The CONTRACTOR states that it is a company dedicated to the construction of civil works and electromechanical assemblies of all kinds, purpose for which it is skilled and has a structure, knowledge, technical expertise and specialist personnel, and that it is fully qualified to provide construction services and to honor the obligations set forth herein in the time frame, location, and amount required by CPSAA.

In order to build the Plant, CPSAA entered into Supply Agreements and called for private bids for the execution of the Work.

For the purposes of bidding, CPSAA submitted the Referential Blueprints as shown in Appendix 1, the Quantity List for quoting as shown in Appendix 2, and the “Division of Responsibilities” document (D.O.R.) as shown in Appendix 21.

A series of questions posed during the bidding process, which were cleared by CPSAA, and are attached hereto as Appendix 3.

The CONTRACTOR submitted a Technical-Economic proposal to CPSAA, attached hereto as Appendix 4, which was executed according to the general information made available by CPSAA. Additionally, the CONTRACTOR submitted an Initial Work Execution Schedule, attached hereto as Exhibit 5, and its Considerations and Exceptions to the Proposal that constitute Appendix 6 of this Agreement.

CPSAA awarded the CONTRACTOR the execution of the Work described herein by means of communication dated July 17, 2013, attached hereto as Appendix 7.

The CONTRACTOR accepted the award and expressed its commitment to participate through letter dated July 25, 2013, attached hereto as Appendix 8.

In this respect, the CONTRACTOR signs this Agreement in order to formalize its commitment to the execution of the Work.

SECTION 1

Purpose of the Agreement

By virtue of this agreement, CPSAA entrusts the CONTRACTOR, and the CONTRACTOR undertakes to execute the Work, in the terms and to the extent set forth in Technical-Economic Proposal of the CONTRACTOR, and under the conditions established in Appendices 4, 5, and 6, the CONTRACTOR being thus obliged to deliver the Work at the full satisfaction of CPSAA within the Term of Execution set forth in Section 9.4.

CPSAA, either directly or through the Project Supervisor appointed in the Definitions and in Section 16.3, shall verify the performance of the Agreement, and shall also demand the proper and timely fulfillment of the services assumed by the CONTRACTOR. Furthermore, it is expressly established that the CONTRACTOR must follow the instructions of Loesche GmbH and Thyssenkrupp for the installation, and provide the required assistance for the pre-commissioning and commissioning of Loesche Equipment and Polysius Equipment, with the corresponding reimbursement of costs incurred, all of the above under the coordination and direction of CPSAA.

Any specialized tools required for said pre-commissioning and commissioning shall be supplied by CPSAA.

SECTION 2

Scope of Work

The Scope of the Work forming the subject matter hereof comprises all those primary and secondary activities listed in the Agreement and Technical-Economic Proposal of the CONTRACTOR.

The Scope of the Work includes, but is not limited to, the following items:

2.1

The CONTRACTOR shall provide the assistance required by CPSAA to Thyssenkrupp Resource Technologies GmbH, Thyssenkrupp Industrial Technologies Ltda., and Polysius Ingeniería y Servicios del Perú S.A. (collectively Thyssenkrupp) and Loesche GmbH for the installation and commissioning of Loesche Equipment and Polysius Equipment, under the direction of CPSAA, and must grant them both the resources necessary for the proper execution of their work, and to which the CONTRACTOR has access, including the information and

support for personnel that the CONTRACTOR had assigned to the Work pursuant to the schedule and the list of resources stipulated to this end by CPSAA, Thyssenkrupp and Loesche. Said resources shall be made available to CPSAA and said suppliers at the rates agreed in this Agreement.

2.2	The CONTRACTOR agrees to execute the Work in strict adherence to the terms stipulated herein and in Appendix 4 hereof.

The CONTRACTOR acknowledges and has inspected the location in which the Work will be executed, the nature of the terrain, topography, access roads, transportation facilities, communications; local conditions and facilities, manpower resources, materials and, generally, all those conditions which may somehow affect the execution of the Work, pursuant to the information submitted by CPSAA during the bidding process. Furthermore, the CONTRACTOR states to have considered all these conditions in order to determine the price or Value of the Agreement, the Term of Work and, generally, all the conditions set forth in the Agreement, thus waiving the right to request or claim a change in the agreed price on the grounds of ignorance or mistake, except in the case of conditions different to those reported by CPSAA during the bidding process or latent defect, which may correspondingly give CONTRACTOR the right to be granted longer terms and/or higher costs, always subject to the conditions set forth in Section 8. It is expressly agreed that longer terms and/or higher costs will be accepted only when the unforeseen conditions affect the critical path of the Work.

2.3

Upon execution of the Agreement, the CONTRACTOR is required to have presented the Project Supervisor with: (i) the Initial Work Execution Schedule prepared using the Primavera P6 scheduling software, duly detailed at the building level in the case of foundations and steel structures, and at the Equipment level in the case of electromechanical assembly, including the critical path and manpower resources, Equipment and an Appraised Schedule (ii) the Technical-Economic Proposal broken down to the same levels as the Initial Work Execution Schedule, including General Costs itemized as fixed and variable, (iii) Analysis of Unit Costs, (iv) Manpower Histogram, (v) Equipment Histogram, (vi) Flowchart and Table of Appointed Work Personnel, (vii) HSEC Plan, (viii) QA Plan, (ix) Mobilization Plan, and (x) General Schedule—Four Week Look Ahead that considers the recovery from any deviation from progress that may have occurred and the Plan Completion Percentage (PCP); the presentation must be updated on a weekly basis. According to the Initial Work Execution Schedule, and within a 15-day period after approval of the Information Submission Schedule, CONTRACTOR and CPSAA shall fix the starting date and the Base Work Execution Schedule, as well as the method for daily, weekly and monthly reports on the progress of the Work and the use of manpower and Equipment. The technical specifications and plans for the construction and assembly shall be provided by CPSAA pursuant to the Information Submission Schedule agreed to by the parties, which is attached hereto as Appendix 9.

2.4

The metal structures, equipment and machinery, piping, electrical and instrumentation materials to be installed as listed in Appendix 21, will be provided by CPSAA. The supplies to be provided by CPSAA shall be delivered to the CONTRACTOR at the Work locations previously agreed by the parties, by truck, and within the terms set forth in the Base Work Execution Schedule.

2.5	CPSAA and CONTRACTOR shall provide quality certificates for all the materials and equipment supplied.

Furthermore, the following items shall be considered:

2.6	CPSAA undertakes to hand over the terrain for the normal execution of the Work, according to the locations previously established by mutual agreement.

2.7

CPSAA shall deliver the steel reinforcing and the premix concrete at the Work location agreed by the parties, by truck, as well as the necessary concrete pumps for the structures that may require them, at no cost to the CONTRACTOR, who shall prepare the respective supply schedule. The accepted waste shall be no more than 3% in both cases.

SECTION 4

Responsibilities of the CONTRACTOR

The CONTRACTOR agrees to the following terms:

4.1	To provide all technical and administrative skills in order to execute the Work, as well as the machinery, consumables, equipment, and construction tools as covered within the scope of this Agreement.

4.2	The CONTRACTOR is specifically responsible for the following:

4.2.1

The appointment of a Project Manager, who is responsible for the execution thereof, who must be present on-site, uninterruptedly, and during the weekly on-site coordination meetings with the Supervisors and the representatives appointed by CPSAA; therefore, said individual must also appoint his or her substitutes in case of absence. The CONTRACTOR has appointed Carlos Rizzo Coronel Zegarra as Project Manager.

4.2.2

The appointment of Work Resident Engineers for civil and electromechanical works, who must be present on-site, uninterruptedly, appointing their substitutes in case of absence accordingly. The CONTRACTOR has appointed Carlos Rizzo Coronel Zegarra as Resident Engineer for civil works and Julio Angel Ramírez Cavero as his substitute; furthermore, Sergio Iván Droguett Mege has been appointed as Resident Engineer for electromechanical works and Juan Alberto Lecaros Valdivia as his substitute.

4.2.3

The appointment of the Project Manager and the Resident Engineers has been previously approved by CPSAA. Their replacement will always require the same previous approval. The CONTRACTOR must proceed with said replacement within the 15-day period after this request has been received by CPSAA. It is established that any replacement of the aforementioned professionals that is carried out in violation of the terms set forth in this Section, shall give rise to a penalty of S/.25,000.00 (Twenty Five Thousand and 00/100 Nuevos Soles) plus General Sales Tax if the Project Manager is replaced, and/or S/.12,000.00 (Twelve Thousand Nuevos Soles and 00/100 Nuevos Soles) plus General Sales Tax if it concerns the replacement of any of the Resident Engineers.

4.2.4

The availability of specialized and non-specialized manpower to execute the works within the agreed term, pursuant to the contents of the manpower histogram that is to be detailed in the Base Work Execution Schedule for approval by the parties.

4.2.5

The availability of all the machinery, mechanical and electrical equipment, tools, and instruments necessary for the proper and timely execution of the Work. The CONTRACTOR shall also provide transportation for the materials, equipment, machinery, or parts from the agreed storage locations at the Work premises to the installation locations. Furthermore, The CONTRACTOR must provide scaffolding, safety devices, lighting, transport, and anything else required to honor the obligations undertaken by virtue of this Agreement.

4.2.6

The installation of offices, warehouses, workshops, and bathrooms in the areas designated by CPSAA in the Work premises.

4.2.7

The CONTRACTOR shall provide CPSAA with the list of personnel involved in the Work, including their positions and general applicable law. This list must be updated on a monthly basis until the Work is completed.

4.2.8

All personnel of THE CONTRACTOR are, in accordance with the law, required to undergo pre-employment and post-employment medical examinations, in addition to periodic medical examinations whilst employed.

4.2.9

THE CONTRACTOR undertakes to maintain all Work related information updated and, during the weekly or monthly coordination meeting, provide the Project Supervisor with at least the following information:

Work Progress Schedule (as a GANTT and PERTCPM chart) indicating each item’s current status and its respective value, in printed and/or electronic format, on the closing day of each week or 48 hours prior to conducting the aforementioned coordination meeting.

Schedule of the main work to be executed over the following four (4) weeks, including concrete casting.

Safety report for the previous week.

Quality report for work executed, records, and control tests.

Quality certificates for the materials received at the site

Calibration certificates for construction equipment and/or tools.

Schedule for assessing Non-Conformities

Monthly photographic report of executed activities.

4.2.10

The CONTRACTOR is also required to present the Project Supervisor with weekly and monthly consolidated reports on the progress of the Work and the use of manpower and equipment.

4.2.11

During execution of the Work, the CONTRACTOR is responsible for the cleanliness and order of the areas provided by CPSAA. Upon completion of the Project, any accessories, temporary constructions, etc. that have been installed must be removed.

4.2.12

The CONTRACTOR is then required to categorize and transport said material to the dump site designated by CPSAA within the Work site.

4.2.13

If the CONTRACTOR fails to honor the obligations set forth in this Section, CPSAA shall demand compliance in writing, granting a minimum period of 15 days for execution. If the agreed period expires without THE CONTRACTOR having complied with the requested of CPSAA, the latter may instruct a third party to honor such obligations at the expense of THE CONTRACTOR.

4.3

THE CONTRACTOR shall be responsible for the safekeeping of materials, machinery, and equipment after they have been delivered by CPSAA, together with the subsequent unpacking process. All packing material must be stored in the corresponding area designated by CPSAA within the Work site. Furthermore, the CONTRACTOR is required to provide security and surveillance personnel during the work execution period, and shall be responsible for the safety and integrity of all materials, parts, equipment, and machinery supplied by CPSAA during execution of the work, as well as the materials, machinery, tools, and equipment relating to the scope stipulated herein. THE CONTRACTOR shall assume said responsibility from the delivery date of said parts, equipment, and/or machinery until the Partial Acceptance of each process or area to the satisfaction of CPSAA.

4.4

For the delivery of materials, machinery, and equipment supplied by CPSAA, the CONTRACTOR shall appoint the appropriate personnel to jointly inspect it with CPSAA and/or the Project Supervisor, after which the corresponding certificates of receipt shall be signed. Any observation regarding reported physical damage or missing items during this inspection, utilizing due diligence, must be recorded in said certificates. Upon receipt, without any reported observations, of the materials, machinery, and equipment, THE CONTRACTOR may not submit any claim or dispute that aims to enervate its responsibility where it concerns physical damage or missing items, with the exception of those observations that could not have been reasonably detected upon being received. The CONTRACTOR must inform CPSAA of any observations regarding quality or operation as soon as the results of the commissioning and/or dry-run tests of individual equipment have been obtained.

4.5	The installation of the equipment and parts to be assembled must be performed in accordance with the Project Engineering and the manufacturer’s technical specifications, which must be included in the information presented to the CONTRACTOR.

4.6	The CONTRACTOR is also responsible for complying with the following observations:

4.6.1

To honor, and oblige its personnel to honor, the obligations required by the Applicable Law concerning labor, occupational health and safety, and the environment. Regardless of hierarchy, all Technical and Administrative personnel, belonging to either THE CONTRACTOR or its Sub-contractors, must be included in the respective payroll systems of THE CONTRACTOR or sub-contractor. Accordingly, it is expressly established that the legal relationship created by virtue of this Agreement is of a civil nature only. Consequently, there shall be no form of labor relationship with CPSAA, being the responsibility of the CONTRACTOR or Sub-contractor to honor all obligatory payments associated with the labor relationship (salaries, mobility, travel expenses, etc.) held with all personnel and workers contracted for the purpose of honoring its obligations stipulated herein

4.6.2

Payment of all social benefits, social security contributions, and other benefits, in accordance with current laws, to senior and/or junior employees, as well as its Sub-contractors.

4.6.3

Compliance with substantive and formal tax requirements. Accordingly, the CONTRACTOR shall declare and pay, to whomever it may legally concern, all tax obligations that, in accordance with the applicable law, must be declared and paid in accordance with this Agreement and/or the construction of the Plant and execution of the obligations provided for in the latter. Furthermore, the CONTRACTOR is required to declare and pay all that is required for conducting its business or professional activities. Under no circumstances shall the tax obligations deriving from the activities provided for herein be declared and paid by CPSAA. The CONTRACTOR is responsible for keeping up to date with all tax obligations before the tax authority and Peruvian labor authorities, as applicable. Any settlement, transfer, fine, readjustment, interest, or other charges or liabilities arising from the aforementioned items shall be the responsibility of the CONTRACTOR. In the event of any objection and/or requirement on the part of the tax authority, the CONTRACTOR shall proceed with the utmost diligence in order to provide the most expeditious solution to the discrepancy raised, thus avoiding potential losses to CPSAA.

4.6.4

Payment of Workers’ Compensation and Compensation for Time of Service derived from the payment of personnel who are contracted to execute the work. It is agreed that any claim submitted by personnel, by virtue of the Labor Regime, compensations, settlements, etc. shall not be the responsibility of CPSAA. If CPSAA is notified of any labor-related claim, it shall proceed to notify the CONTRACTOR, in writing and within 48 hours, attaching a complete copy of the claim received. If the CONTRACTOR fails to pay what is legally required, or does not respond to said claim with supporting documentation, CPSAA is authorized to deduct any pending valuations from THE CONTRACTOR and issue the corresponding invoice for reimbursement, or, if insufficient, execute the guarantees and bonds that were granted, if the CONTRACTOR fails to honor said payment after having been requested to do so by CPSAA. Likewise, if the CONTRACTOR is unable to provide evidence of compliance with any of its labor-related payments and/or those of its Sub-contractors, or clear any claim submitted by its workers and/or the workers of its Sub-contractors, or provide evidence that such a claim lack basis, CPSAA may withhold the amount in question until the CONTRACTOR is able to provide evidence of compliance with its labor-related payments and/or those of its Sub-contractors, and/or the clearance of any claim submitted by its workers and/or the workers of its Sub-contractors, or provide evidence that such a claim lacks basis.

4.6.5

Any labor-related claims submitted by the workers of the CONTRACTOR or its Sub-contractors that result from causes attributable to the CONTRACTOR, shall not justify the extension of the term or the increase in the costs of the Work.

4.6.6

The CONTRACTOR shall compensate CPSAA for any claim presented to the latter as a result of the obligations of the CONTRACTOR in matters concerning labor, health and safety, or any accidents suffered by employees, operators, or Sub-contractors, undertaking to refund CPSAA immediately for any amount deemed necessary by said parties, provided that such claims are not attributable to CPSAA.

4.6.7

The CONTRACTOR is required to provide SCTR (Seguro Complementario de Trabajo de Riesgo [Complementary Workers’ Compensation Insurance]) for all its personnel or Sub-contractors involved in the Work, under the terms and conditions established in Act Nº 26790, and amending, supplementary, and related provisions, the coverage of which must include health risk prevention, disability prevention, and funeral costs as a result of engaging in high-risk work. All workers who, during the execution of this Contract, are required to be contracted by the CONTRACTOR in order to carry out the Work, must be included as mandatory affiliates for this insurance.

4.6.8

The CONTRACTOR shall comply with all current legal requirements concerning the occupational health and safety of its personnel and its workers, as well as all CPSAA safety regulations, which the CONTRACTOR expressly acknowledges and fully understands. The Project Supervisor shall have the authority to make appropriate decisions in order to resolve any matter where it concerns health and safety in the execution of the Work.

4.6.9

The CONTRACTOR shall diligently work to enforce, honor, and oblige its Sub-contractors to honor, the safety instructions issued by the Project Supervisor in accordance with the Applicable Law, Good Construction Practices, and the Quality Plan. The CONTRACTOR undertakes to immediately remove any Sub-contractor, worker, or employee under its charge when the Project Supervisor and/or CPSAA orders so in the event of disability, discourtesy, disorder, or any other fault associated with the proper execution of the Work.

4.6.10

THE CONTRACTOR undertakes to cover and/or refund any administrative penalties, fines or similar that CPSAA has been required to pay, and that are attributable to the CONTRACTOR, provided that they are final as a result of completing all the corresponding administrative proceedings, and provided that no provisional order has been issued by a court suspending the effects thereof, no later than five (05) calendar days after CPSAA has presented the refund request; or, in all cases, shall allow these amounts paid by CPSAA to be deducted from what is owed, as provided for herein. This obligation shall be required provided that CPSAA has notified the CONTRACTOR and provided the received documentation within a maximum period of 48 hours after having received the first notification, such that the CONTRACTOR may duly act in its defense.

4.6.11

The CONTRACTOR shall be responsible for the cost of all safety means and measures de facto and in accordance with the Applicable Law, including the cost of required personnel and temporary installations, and all preventive safety measures necessary during execution of the Work, both individual and collective, including the permanent on-site presence of an appropriately equipped emergency medical facility during the different construction phases and commissioning of the plant.

4.6.12

The CONTRACTOR shall be responsible for compliance, on the part of its Sub-contractors, with the obligations established in this Section 4, as well as verifying such compliance.

4.6.13

Whenever required by CPSAA during execution of the Agreement, the CONTRACTOR shall undertake to provide the former with current documentary evidence of compliance with the obligations set forth in this Section 4.

4.6.14

Likewise, notwithstanding its responsibility in accordance with this Agreement, and without being limited by this Section, the CONTRACTOR shall, prior to commencement of the Work and maintaining, at all times on its own account and at its own cost, the validity of the insurance detailed in Appendix 22 (for the minimum coverages established therein), contract the services of highly regarded and prestigious insurance companies, to the satisfaction of CPSAA. Such insurance must include CPSAA as an additional beneficiary (with the exception of third party civil liability insurance). The CONTRACTOR shall, at its own expense, take out and maintain the validity of insurance policies, or, as applicable, guarantee that the Sub-contractors, at their own expense, take out and maintain the validity of insurance policies during execution of the Agreement and until the Final Acceptance Certificate is issued, which shall include the following coverages : (i) occupational accidents and social security for its employees and subordinates in accordance with the Applicable Law, (ii) insurance policies for vehicles and construction equipment, (iii) tort civil liability, (iv) land transportation of the equipment of the CONTRACTOR within the Work site, and (vi) civil liability insurance for vehicles, which covers all vehicles and construction equipment used by the CONTRACTOR or Sub-contractors in executing the work of the Plant. The policy amounts shall never fall below what is mandatory in accordance with the Applicable Law, and that the maintenance of such insurance shall not modify any of the obligations stipulated in the Agreement, except in the event of any violation of obligations on the part of the CONTRACTOR, including those stipulated in this Section. Prior to the commencement of the Work, the CONTRACTOR shall provide evidence that the insurance policies detailed in Appendix 22 have been taken out, are in force, and that the corresponding premiums have been paid. The CONTRACTOR shall notify CPSAA regarding all modifications to the policies detailed in Appendix 22 at least thirty (30) Days in advance, submitting legitimate copies of them when required to do so. Should the scope of the modification imply a variation of the content of Appendix 22, or the terms and conditions provided for in this Section, written agreement from both Parties shall be required. CPSAA shall be notified of any modification of the insured risk by the CONTRACTOR, so that it takes effect in the scope and conditions of the applicable insurance policies. In the event that the CONTRACTOR does not take out, or maintain the validity of, the insurance policies indicated in Appendix 22, CPSAA may take out and maintain the validity of any insurance and pay the premiums that are required for to such end. All payments made by CPSAA for taking out said insurance policies shall reduce the Value of the Agreement. The CONTRACTOR is required to present CPSAA with an updated copy of the respective policies, along with proof of payment of the corresponding premiums, whenever requested by CPSAA. In the event of an accident during construction of the Plant, which is likely to result in the payment of compensation, the CONTRACTOR must

report the events to CPSAA and the corresponding insurance company within the maximum period of seven (7) Days after becoming aware of said accident, accepting responsibility for damages and losses that may be suffered due to lack of communication. The amounts received under the policies indicated in Appendix 22 must be designated for the replacement or repair of the scope lost, damaged, or destroyed.

It is agreed and understood, with regard to each insurance stipulated in this Section, that the excess, deductibles, and exclusions established in each of these insurance coverages shall be the responsibility of the CONTRACTOR. Notwithstanding the above, it shall be in no way considered to be the responsibility of the CONTRACTOR, nor the exclusions, excesses, or limits included in the policies detailed in Appendix 22, where it concerns events that are attributable to CPSAA. Bound to the appropriate protection of confidentiality, the CONTRACTOR undertakes to notify CPSAA in writing regarding: (i) The amount of reasonable and justified information requested by the insurance company in writing at all times, even in the event of an accident; (ii) The amount of reasonable and justified information recommended at all times in writing by the insurance broker (either CPSAA or the CONTRACTOR), which is presented to insurers with respect to each policy; and, (iii) Any reasonable information that the CONTRACTOR, while acting in good faith, may deem to be important for the corresponding insurance coverage.

4.7	The CONTRACTOR must, notwithstanding the remaining obligations stipulated herein, fulfill the following obligations and responsibilities:

Execute the Work in a diligent, professional, and careful manner, in accordance with this Agreement and pursuant to the Good Construction Practices, and in full compliance with the Applicable Law.

Fully comply with the Applicable Law, paying particular attention to the Applicable Laws concerning the environment (including that provided for in the required environmental management document pursuant to Applicable Law), occupational health and safety.

Likewise, the CONTRACTOR undertakes to comply with all safety standards and the standards for good relations with communities of CPSAA, which the CONTRACTOR expressly acknowledges and fully understand.

Execute the Work within the guaranteed terms and dates as stipulated in Section 9.

Assume full responsibility for: (i) the adequacy, stability, and safety of the Work; (ii) the construction methods, procedures, instructions required during all phases of the Agreement, the construction of the Plant, and the execution of the Work; and, (iii) the adequacy, stability, and safety of all operations at the Site and the execution of the Work; always in accordance with the terms and conditions set forth herein, by the Applicable Laws, and by the Competent Authority

Directing the construction of the Work until Final Acceptance.

Security surveillance of the Site, the Work, and all equipment located or stored at the Site until final Acceptance.

Reach the Final Acceptance phase within the term agreed in the Base Work Execution Schedule.

4.8

4.9	The CONTRACTOR is required to execute the Work in strict adherence to the Quality Plan, as per Appendix 13.

4.10

The CONTRACTOR acknowledges and has verified, prior to the date of signing this Agreement, that: (i) the soil conditions (excluding subsoil conditions) shown in Appendix 23, the environmental and climatic conditions, the conditions of the Site itself and its surroundings, as well as other determinants are to its satisfaction; and, (ii) there exists no problem with the transportation roads and the access roads connecting existing transportation roads with the Site.

4.11

The CONTRACTOR shall coordinate at all times with other participants in the Plant construction process, whether they be other contractors, companies, consultants, or suppliers directly contracted by CPSAA, including specifically, but not limited to, counterparts of CPSAA in Supply Agreements. To such end, the CONTRACTOR shall coordinate its own activities with those of the other participants, in adherence to that stipulated herein, its associated obligations, and the pertinent instructions issued by CPSAA, such that all activities provided for are executed in an ordered manner and do not affect the Base Work Execution Schedule or the Terms stipulated herein. In the event of any alteration, the impact in terms of cost and time is to be covered by the CONTRACTOR.

4.12	The CONTRACTOR must obtain, at its own expense and until the Provisional Acceptance Certificate is issued, all equipment and services required for the construction, installation, and assembly of the Work referred to in Appendix 4.

4.13

If CPSAA detects that the execution of the Work, which forms the subject matter hereof, deviates from the Base Work Execution Schedule with a delay in excess of 5% of the Work Progress, thus compromising compliance with the Terms agreed in Section 9, CPSAA may oblige the CONTRACTOR to prepare an action plan aimed at recovering the agreed Terms in order to rectify said deviation, representing no additional cost to CPSAA if such delays are attributable to the CONTRACTOR. The CONTRACTOR shall be required to perform the actions and work as necessary within the term agreed accordingly in the action plan, under the supervision and control of the Project Supervisor. If the delays are not attributable to the CONTRACTOR, CPSAA shall bear the costs in question.

4.14

The CONTRACTOR must report, in writing and within a maximum period of 48 hours after detection, the deviations and, in general, events and/or circumstances deemed necessary to rectify for the purposes of Plant construction and the execution of its obligations stipulated herein, as well as the corresponding alternatives to a solution. The CONTRACTOR shall be responsible for correcting said deviations and/or circumstances in order for the construction of the Plant and the execution of its obligations stipulated herein to remain unaltered or unaffected, with any associated impact in terms of cost and time to be covered by CPSAA.

4.15	The CONTRACTOR is required to implement and adopt any actions necessary to reduce damage to the environment and neighboring property to the Site as per the environment, health and safety plan. Said obligation also applies to its personnel, workers, and Sub-contractors located at the Site.

4.16	The CONTRACTOR is required to keep a record entitled “Construction Logbook”, which shall be valid for the Parties regarding the construction of the Plant and honoring the obligations provided for herein.

The Construction Logbook shall be used for recording all events such as orders, questions, responses, on-site authorizations, information requests, Change Order requests, on-site agreements, and observations. Reports prepared by the CONTRACTOR, meeting minutes signed by the Parties, and any other document addressed to the other Party, either physical or electronic, shall be considered to form a part of the Construction Logbook.

The Construction Logbook must have consecutively numbered pages, comprise an original and two (2) detachable copies, requiring the original to be kept in the office of the CONTRACTOR at the Site.

The Project Supervisor and the Project Manager are required to sign the Construction Logbook each day in order to validate its content.

If the Project Supervisor disagrees with any order or instruction issued by the Project Manager, or vice-versa, he or she must justify the reasons on which said disagreement is based, in writing, in the Construction Logbook.

The Construction Logbook must be kept in the office of the CONTRACTOR, located at the Site. Furthermore, the CONTRACTOR must attach the following documents to the Construction Logbook: (i) the technical files of the Plant; (ii) the Agreement, its addenda, and Change Orders; (iii) the contracts entered into with Sub-contractors; (iv) information on payroll, employment contracts, and all work-related documents of the CONTRACTOR and Sub-contractors subject to audit by the Competent Governmental Authority and CPSAA, if the latter are requested; and, (v) all other documents created by the CONTRACTOR or any communication and correspondence exchanged by the Parties during the execution of this Agreement. The CONTRACTOR shall grant CPSAA with access to all these records during business hours

4.17	The CONTRACTOR is required to honor the other obligations, commitments, and conditions provided for herein.

For clarification purposes, and notwithstanding the obligations on the part of the CONTRACTOR as stipulated herein, the Parties expressly state that “attributable to the CONTRACTOR” concerns any breach of this Agreement resulting from any act or omission of any of the Sub-contractors.

SECTION 6

Value of the Agreement

6.1	The reference value of the work covered in this Agreement is established in the Technical-Economic Proposal of the CONTRACTOR, attached hereto as Appendix 4.

6.2

The reference value of the work that forms the subject matter of this Agreement is S/. 283,466,344.82 (two hundred eighty three million, four hundred sixty six thousand, three hundred forty four and 82/100 Soles) plus General Sales Tax, itemized as shown in the Technical-Economic Proposal of the CONTRACTOR, attached hereto as Appendix 4. The amount indicated in this Item has been calculated based on the unit prices stipulated in Appendix 4, and in accordance with the reference information and measurements provided by CPSAA, and the discounts offered by means of letter dated June 11, 2013.

6.3

Taking into consideration that the value of the work established in Item 6.1 is a reference value, the Parties agree that according to the progress of the final Engineering design of the Project (responsibility of Thyssenkrupp Resources Technologies GmbH, Thyssenkrupp Industrial Solutions Ltda., and Loesche GmbH), the items initially quoted as unit prices shall be converted progressively as a lump sum, provided that the final engineering is in place for complete structures and specialty, and that the resulting work is in line with the conditions proposed during the Bid preparation phase on the part of the CONTRACTOR.

6.4

The Value of the Agreement as a lump sum, which is determined in accordance with Item 6.3 above, shall be fixed and shall not undergo any price variation, revision, or readjustment of any kind for the Scope of the Work, with the exception of that expressly stipulated otherwise herein. For the purposes of this Agreement, said value shall be denominated “Maximum Value of the Agreement (MVA)”.

The CONTRACTOR shall also be authorized to pay the Incentives that are detailed in Section 15.

6.5

In the event of the temporary suspension of work, either in part or in full, and for reasons not attributable to the CONTRACTOR, the CONTRACTOR shall present CPSAA with the corresponding valuation regarding unproductive costs, which are to be borne by CPSAA. CPSAA shall grant any associated term extensions, provided that the critical path of the Work is affected.

6.6

The creation of new fees, prices, contributions, municipal taxes, modifications to the mandatory safety and/or environment regulations, increases in civil construction salaries, or other changes that are brought about exclusively by way of governmental decisions, which have been created during the execution of the agreement and that determine a direct increase in Work costs, shall give rise to a recognition of additional costs in favor of the CONTRACTOR.

The Parties agree that in the event of a salary increase for Civil Construction manpower during the construction period provided for herein, provided it is recognized by the government, CPSAA shall be fully responsible for said increase in the manner stipulated by the legal instrument that puts it in place, including labor-related costs established by law and/or Collective Agreement. To such end. The CONTRACTOR is required to present CPSAA with all documentation and information requested by the latter, including payroll documents and any other requested document. The manpower corresponding to sub-contracts, which do not fall under the civil construction regime, shall not be affected by this readjustment.

The amount corresponding to General Expenses, included in the budget of the Agreement, may not be modified due to measurement variations or variations in the cost of manpower referred to Item 5.2., provided that they do not affect the work term or give rise to the need to incorporate more indirect resources that were not requested by CPSAA.

Should the execution of any additional works be required, the provisions of Section Eight shall be followed. The CONTRACTOR may not claim or appeal the subsequent inclusion of a cost that has been omitted when preparing said budget. Consequently, the Parties accept the budget specified in Appendix 2 attached hereto.

SECTION 9

Start Date, Term of Execution, and Validity of Agreement

9.1

The contractual obligations of CPSAA and the CONTRACTOR shall become effective and binding for the Parties, and this Agreement shall enter into full force from the date on which it is signed by all of its signatories, and to the extent that CPSAA has executed the first advance payment and the CONTRACTOR has presented CPSAA with the Performance Bond and Surety Bond for the advance payment, to its satisfaction.

9.2	This Agreement shall remain in force until the date on which the Final Acceptance Certificate is issued, notwithstanding the obligations that may need to be honored by either Party after said date, as provided for herein and by the Applicable Law.

9.3	The Parties shall agree upon a start date for the Work, which cannot exceed 15 Calendar Days after the last of the following events:

Delivery of the terrain by CPSAA, with respect to the previously agreed work locations, and on the levels stipulated in the civil works engineering plans.

ii.

Delivery of the Engineering Delivery Schedule for Construction and Assembly by CPSAA, and;

iii.

Delivery of the technical specifications and plans by CPSAA in a volume that guarantees the continuity of the works, and in adherence to the Engineering Delivery Schedule for Construction and Assembly.

9.4

The contractual period stipulated for the completion and delivery of the works is 561 (five hundred sixty one) Calendar Days, which includes mobilization and demobilization and is calculated from the date indicated in Item 9.3, without considering the variations of scope, additional work, and other possible impacts, provided that they affect the critical path and/or have an impact on the construction and assembly sequence stipulated in the Base Work Execution Schedule.

9.5

Within 60 Calendar Days of the CONTRACTOR having delivered the Information Delivery Schedule and signing the Agreement, the Parties shall review the Base Work Execution Schedule, which shall be prepared by the CONTRACTOR. This schedule shall include details of the dates on which supplies must be delivered by CPSAA in order to ensure continuity in the execution of the works.

9.6	The CONTRACTOR guarantees that the Provisional Acceptance of each process shall be reached prior to the Provisional Acceptance Deadline, unless said period is modified in accordance with what is stipulated herein.

9.7	The CONTRACTOR guarantees that Work Completion shall be reached 561 days after the start date, as per item 9.3, unless said period is modified in accordance with what is stipulated herein.

SECTION 12

Penalties for Exceeding Deadlines

12.1	The CONTRACTOR guarantees that all Terms stipulated in Section 9 are honored. If said Terms are not honored for reasons attributable to the CONTRACTOR, and with the exception of any modification of the terms stipulated herein, the penalties detailed in this Section shall be imposed.

In the event that the Parties disagree on the imputation of the delay, the Parties, in accordance with Section 28 below, shall submit the discrepancy to the Arbitrator, to whose judgment the Parties expressly submit.

12.2

If the CONTRACTOR fails to the reach Provisional Acceptance phase by the Provisional Acceptance Deadline, for reasons attributable to the CONTRACTOR, and with the exception of any modifications of the terms established herein, the CONTRACTOR is required to pay CPSAA, as penalty for said delay, an amount equivalent to 2/10,000 of the Value of the Agreement for each Day delayed, until reaching the Provisional Acceptance phase.

Payment of the penalty provided for in this Item must be executed in accordance with the following:

Payment of the penalty arising from any delays must be executed within the period of sixty (60) Days after the corresponding Day. CPSAA may deduct or pay any amounts owed by the CONTRACTOR as a penalty with those amounts that represent a debt that CPSAA has with the CONTRACTOR.

Penalties arising from delays in the Provisional Acceptance shall replace any compensation for damages or losses that fall under the sole responsibility of the CONTRACTOR and are directly associated with said delay, provided that the limits authorizing CPSAA to terminate the Agreement are not reached.

The Penalties arising from delays that are provided for in this Section shall not exceed ten percent (10%) of the Value of the Agreement.

For the purposes of calculating the penalties arising from delays, the Value of the Agreement, including any of its agreed modifications, as applicable, is understood to be that stipulated in the corresponding Change Orders.

Any penalties that must be paid by the CONTRACTOR shall not relieve the CONTRACTOR from its obligation to complete the Plant and reach the Provisional Acceptance phase, nor any of its other obligations or responsibilities stipulated herein.

CPSAA shall not issue the Provisional Acceptance Certificate while any penalty payment owed by the CONTRACTOR remains pending.

Notwithstanding the application of pertinent penalties, upon reaching the maximum limit for penalties arising from delays, as stipulated in paragraph c) above, CPSAA may terminate the Agreement on the basis of non-compliance on the part of the CONTRACTOR, in accordance with Item 18.

SECTION 13

Guarantees and Securities.

13.1

As collateral against each advance payment of 20%, the CONTRACTOR shall present CPSAA with one or several Performance Bonds issued by a first-rate banking institution that is authorized by the SBS (Superintendencia de Banca y Seguros y AFP [Superintendency of Banking, Insurance and Private Pension Funds]), which are joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equal to the advance payment received in accordance with Section 7.1 herein, and for a term of six months, renewable with deduction of the repaid amount, until the advance payment is made in full.

13.2

In order to guarantee Proper Execution of the AGREEMENT upon being signed, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for S/. 28,346,634.48 (twenty eight million, three hundred forty six thousand, six hundred thirty four and 48/100 Soles), which is equivalent to 10% of the reference value of the AGREEMENT, as indicated in Section 6.1 above, for a period up until Final Acceptance. Said Performance Bond shall be updated upon obtaining the Maximum Value of the Agreement.

13.3

The aforementioned Performance Bond may be executed when the CONTRACTOR fails to rectify the defective execution that is verifiably attributable to the CONTRACTOR, up to the amount required to correct the defect. CPSAA shall notify the CONTRACTOR regarding the defect, in writing, and if the CONTRACTOR has not responded accordingly within a reasonable period agreed between the Parties, which shall not exceed thirty (30) Days, CPSAA may execute the bond for the amount required to correct the defects in order to repair them itself, notwithstanding the filing of corresponding legal actions.

13.4

In order to guarantee Proper Execution of the AGREEMENT, the CONTRACTOR shall present a Performance Bond issued in favor of CPSAA by a first-rate banking institution that is authorized by SBS, which is joint and several, irrevocable, without benefit of discussion, unconditional, automatically enforceable and automatically convertible into cash, to the satisfaction of CPSAA, for an amount equivalent to 5% of the Maximum Value of the AGREEMENT, for a term of 24 months commencing on the date of Final Acceptance.

13.5

The aforementioned Performance Bond may be executed when the CONTRACTOR fails to rectify the defects that appear during the Guarantee Period for reasons that are verifiably attributable to the CONTRACTOR, up to the amount required to correct the defect. CPSAA shall notify the CONTRACTOR regarding the defect, in writing, and if the CONTRACTOR has not responded accordingly within a reasonable period agreed between the Parties, which shall not exceed thirty (30) Days, CPSAA may execute the bond for the amount required to correct the defects in order to repair them itself, notwithstanding the filing of corresponding legal actions.

13.6

The CONTRACTOR guarantees, and takes responsibility for, the complete, timely, and proper execution of the Work contracted under the terms provided for herein, in strict adherence to the plans, technical specifications and regulations for construction, and undertakes to repair or reconstruct any defect, either partially or fully, in accordance with Section 1783 of the Civil Code. The CONTRACTOR expressly accepts the responsibilities stipulated in Sections 1782, 1783, and 1784 of the Civil Code. For the purpose of enforcing Sections 1782, 1783, and 1784 of the Civil Code, neither the Final Acceptance Certificate, nor execution of the final payment, nor the expiration of special guarantees of the Agreement, releases the CONTRACTOR from its obligations and legal and contractual responsibilities before CPSAA for the proper execution of the Work that forms the subject matter hereof. The term of five (5) years stipulated in section 1784 of the Civil Code is calculated from the date on which the Work Final Acceptance Certificate is issued. The CONTRACTOR is responsible for the quality offered and any latent defects in the construction. The CONTRACTOR is not responsible for the engineering supplied by CPSAA for executing the Work, for which reason it accepts no responsibility in the event that the Plant does not fulfill the purpose anticipated by CPSAA. The CONTRACTOR is required to correct, at its own cost, through the act of repair or replacement, and as promptly as possible, all defects found anywhere in the Work executed by the CONTRACTOR that may appear during the Guarantee Period, and is caused by incorrect construction or defective material used in the construction of the Work.

13.7	The CONTRACTOR is responsible for the care and proper use of material supplied by CPSAA.

13.8	The CONTRACTOR shall notify CPSAA, in writing, of any errors, omissions, or discrepancies detected in the plans, designs, or specifications, which must be addressed by CPSAA within a maximum period of six (6) Business Days.

The full liability of the CONTRACTOR towards CPSAA, in every respect, including penalties, is restricted to 10% of the Value of the Agreement. The obligation of the CONTRACTOR stipulated in Item 13.4 is not subject to this restriction. The Parties shall only address direct damage provided that it is caused by defects or poor execution of the Work. With the exception of duly substantiated gross negligence or fraud, no party shall address consequential or indirect damage, loss of earnings/profits, and/or production losses.

Lima, September 16, 2013.

Exhibit 8.1

List of Subsidiaries


Subsidiary*	Jurisdiction of Incorporation	Name Under Which the Subsidiary Does Business
Cementos Selva S.A.	Perú
Distribuidora Norte Pacasmayo S.R.L.	Perú	Dino
Dinoselva Iquitos S.A.C.	Perú	Dino Selva
Calizas del Norte S.A.C.	Perú
Empresa de Transmisión Guadalupe S.A.C.	Perú
Salmueras Sudamericanas S.A.	Perú
Fosfatos del Pacífico S.A.	Perú
Acuícola Los Paiches S.A.C.	Perú

*	All subsidiaries are wholly owned, directly or indirectly, by Cementos Pacasmayo S.A.A., except for Salmueras Sudamericanas S.A. and Fosfatos del Pacífico S.A., in which Cemento Pacasmayo S.A.A. holds a 74.9% and 70.0% interest, respectively.

EXHIBIT 12.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Humberto Nadal Del Carpio, certify that:

1.	I have reviewed this annual report on Form 20-F of Cementos Pacasmayo S.A.A.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2014

/s/ Humberto Nadal Del Carpio

Humberto Nadal Del Carpio

Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Manuel Ferreyros Peña, certify that:

1.	I have reviewed this annual report on Form 20-F of Cementos Pacasmayo S.A.A.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2014

/s/ Manuel Ferreyros Peña

Manuel Ferreyros Peña

Chief Financial Officer

EXHIBIT 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cementos Pacasmayo S.A.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2013, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Humberto Nadal Del Carpio, Chief Executive Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2014

/s/ Humberto Nadal Del Carpio

Humberto Nadal Del Carpio

Chief Executive Officer

EXHIBIT 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cementos Pacasmayo S.A.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2013, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Manuel Ferreyros Peña, Chief Financial Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2014

/s/ Manuel Ferreyros Peña

Manuel Ferreyros Peña

Chief Financial Officer