Corporate name: Statkraft Perú S.A.
Legal address: Av. Felipe Pardo y Aliaga N° 652, Int. 203, San Isidro, Lima 27
Phone: (01) 700-8100
Fax: (01) 422-0348

Incorporated on February 15th, 2001 under Inversiones Elegia S.R.L., and registered in Electronic Entry No. 11264232 of the Registry of Companies in and for Lima.  Subsequently, it modified its corporate structure to a corporation and its corporate name to Electroandes S.A., which then merged with Empresa de Generación Eléctrica Cahua S.A. on January 1st, 2010, changing its corporate name to SN Power Perú S.A.  As from July 30th, 2014, the company changed its corporate name to Statkraft Perú S.A

The Company is an indirect subsidiary of Statkraft IH Holding AS from Norway, which owns 99.99% of capital shares through its subsidiary Statkraft Perú Holding S.R.L.

The corporate purpose includes the provision of administration, support, assistance, management, consultancy, advisory services and any other corporate activity on financial, commercial, social responsibility, legal, human resources, budget control, occupational health and safety, administrative, accounting, logistics, product supply matters, and any other corporate activity in favor of third parties or legal entities from any economic sector.

As of December 31st, 2014, the capital is represented by 719,660,948 fully subscribed and paid-in ordinary shares, with a nominal value of PEN 1 each, all of which have been issued.

The shareholding structure of the company, as of December 31st, 2014, is as follows:
Statkraft Perú Holding S.R.L. holds 99.99 % of the capital stock.
There are six minority shareholders of the remaining shares representing 0.01% of the capital stock.

The shareholding structure of the company is outlined in Table 1.

Table 1

There are no shares without voting rights or investment shares.

Since November 30th, 2010, Statkraft Perú S.A. holds an ownership interest of 88.74% in Empresa de Generación Eléctrica Cheves S.A.

The company is in possession of all due authorizations from the Ministry of Energy and Mines, the National Water Authority and other Peruvian entities for the undertaking of its activities.

Additionally, the company is supervised and overseen by the Supervisory Agency for Energy and Mining Investment (OSINERGMIN), the National Labor Inspection Superintendence (SUNAFIL) and the Agency for Environmental Assessment and Enforcement (OEFA).

The company represents to know the Water Rights and Infrastructure Easements Acknowledgement Agreement entered into by and between Empresa Minera del Centro del Perú S.A. (Centromin) and Empresa de Servicio de Agua Potable y Alcantarillado de Lima (Sedapal) on December 2nd, 1996, effective for 10 years.  The company agrees to take the contractual position of Centromin in such agreement.  On May 22nd, 2007, the company entered into the First Addendum in order to amend the Third Clause of the original agreement to extend the original term by 6 additional years.  The company represents to know that, by virtue thereof, the Pachachaca and Oroya hydropower plants may be affected, and waives the right to the easement right or any compensation in case such plants are affected.

The line of business of Statkraft Perú S.A. is coded CIIU 4010.
The company will remain in existence for an indefinite term.

Empresa de Generación Eléctrica Cahua S.A.

In 2001, American company NRG acquired Nordic Power Invest del Perú S.A. and Empresa de Generación Eléctrica Cahua S.A. to Consortium Vattenfall-Skanska.  On November 20th, 2003, SN Power Perú Holding S.R.L. acquired Group NRG’s investments in Empresa de Generación Eléctrica Cahua S.A. and Energía Pacasmayo S.R.L., companies which were merged on May 10th, 2004, the former as the absorbing company.

Electroandes S.A.

On May 7th, 2002, at a Shareholders’ Meeting of Inversiones Elegia S.R.L., it was unanimously agreed to turn Inversiones Elegia S.R.L. into a corporation.  At such meeting, it was agreed to modify the Articles of Association and to change the corporate name from Inversiones Elegia S.A. to Electroandes S.A.  Also at the Shareholders’ Meeting it was agreed to merge Inversiones Elegia S.A. with Empresa de Electricidad de los Andes S.A., and to transfer the assets and liabilities of Empresa de Electricidad de los Andes S.A., which was dissolved without going into liquidation as a result of the merger, to Electroandes S.A.  The merger became effective on June 1st, 2002.

On October 17th, 2007, the shares of PSEG, majority shareholder of Electroandes S.A., were transferred to Inversiones Eléctricas de los Andes S.A.C., a Peruvian subsidiary of SN Power Perú Holding S.R.L., which, in turn, is a local subsidiary of the SN Power Group.  As a consequence, SN Power became the owner of 99.99% of the company’s shares.  On June 22nd, 2009, the merger between Transamerica Energy Company S.A.C. and Inversiones Eléctricas de los Andes S.A.C., both companies from the SN Power Group, was registered in the Public Records of Lima.  As a result of such merger, Transamerica Energy Company S.A.C. was merged by absorption into Inversiones Eléctricas de los Andes S.A.C., the latter remaining as the majority shareholder of Electroandes S.A.  Finally, on April 22nd, 2010, the merger by absorption of Inversiones Eléctricas de los Andes S.A.C. into SN Power Perú Holding S.R.L. was registered, the latter holding 99.99% of the company’s interest.

From SN Power Perú S.A. to Statkraft Perú S.A.

On November 30th, 2009, the General Shareholders’ Meeting of Electroandes S.A. (thereafter SN Power Perú S.A. and, subsequently, Statkraft Perú S.A.) and Empresa de Generación Eléctrica Cahua S.A. (absorbed company) approved the merger of both companies, which became effective on January 1st, 2010.

At the same General Shareholders’ Meeting of Electroandes S.A., it was agreed to modify its articles of association, including the change of the corporate name to SN Power Perú S.A.  As a result of the modification of the articles of association, registered on July 30th, 2014, the name of the company changed to Statkraft Perú S.A.

On November 24th, 2010, as an investing company making capital contributions to Empresa de Generación Eléctrica Cheves, the company entered into a Legal Stability Agreement.  Such agreement guarantees, during its effective term, inter alia, the stability of the income tax regime in force at the time the agreement was entered into, with respect to the dividends or profit sharing.  The term of the agreement is subject to the effective period of the Supply Concession Agreement of Empresa de Generación Eléctrica Cheves S.A., and such concession was granted for 15 years, starting from the start of commercial operations of the Cheves Hydropower Plant.

Statkraft Perú S.A. is a power generation company that is a member of the Committee for the Economic Operation of the National Interconnected System (COES).

Its generation capacity comes from eight hydropower plants: Yaupi (112,68 MW), Malpaso (48,02 MW), Cahua (43,11 MW), Gallito Ciego (38,15 MW), Pachachaca (9,65 MW), Oroya (9,48 MW), Arcata (5,05 MW) and Pariac (4,95 MW); located in the departments of Pasco, Junín, Lima, Cajamarca, Arequipa and Ancash, with a combined effective capacity of 271,10 MW.

Table 3 shows the number of active employees from 2010 to December 2014.  In 2014, temporary workers were employed and some permanent positions were replaced.

Table 3 (includes temporary positions)