BVN Compania De Minas Buenaventura SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Compañía de Minas Buenaventura S.A.A. (Buenaventura Mining Company Inc.)

(Name of Issuer)

ADSs, each representing one common share, nominal (par) value of ten Peruvian Soles per share

(Title of Class of Securities)

204448104**

(CUSIP Number)

Legal Vice President

Av. Apoquindo 4001, Piso 18

Las Condes, Santiago, Chile 7550162

(+ 56 2 2798 7000)

With copies to:

Cleary Gottlieb Steen & Hamilton LLP

Attention: Jeffrey Lewis and Michael Dayan

One Liberty Plaza, New York NY 10006

(212) 225-2000 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing persons have previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

This Schedule 13D (this “Schedule 13D”) relates to the American Depositary Shares (“ADSs”), each representing one common share, nominal (par) value of ten Peruvian Soles per share (the “Common Shares”), of Compañía De Minas Buenaventura S.A.A. (Buenaventura Mining Company, Inc.), a sociedad anónima abierta (publicly held corporation) incorporated under the laws of the Republic of Peru (the “Issuer”). The principal executive offices of the Issuer are located at Las Begonias 415 Floor 19, San Isidro, Lima 27, Peru. References to Common Shares herein include ADSs, where applicable.

(a-c, f) This Schedule 13D is being filed jointly, pursuant to Rule 13d-1(k) under the Act, by each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

Andean, a wholly owned subsidiary of Antofagasta, directly beneficially owns the Common Shares reported herein. Metalinvest is the immediate parent company of Antofagasta. Metalinvest holds approximately 50.72% of Antofagasta’s ordinary shares and 94.12% of Antofagasta’s preference shares. Kupferberg holds approximately 9.94% of Antofagasta’s ordinary shares. Metalinvest and Kupferberg are both controlled by E. Abaroa Foundation, in which members of the Luksic family are interested. Aureberg holds approximately 4.26% of Antofagasta’s ordinary shares. Aureberg is controlled by Severe Studere Foundation, which is controlled by Mr. Jean-Paul Luksic. As such, each of the Reporting Persons may be deemed to beneficially own the Common Shares held by Andean within the meaning of Rule 13d-3 under the Act. Each of the Reporting Persons disclaims beneficial ownership of the Common Shares held by Andean except to the extent of their pecuniary interest therein. As applicable, the name, business address and present principal occupation or employment of each director, executive officer or controlling person of the Reporting Persons is listed on Schedules 1-7 hereto.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to the CSP Transaction (as defined in Item 6 below) between Andean and a financial institution (“Dealer”), Dealer is obligated to deliver to Andean 30,000,000 (subject to reduction in the case of an early termination) ADSs for a purchase price to be determined over the term of the CSP Transaction. Pursuant to the CSP Transaction, Andean prepaid the maximum purchase price for the ADSs and certain non-refundable fees with working capital. Once the aggregate purchase price is known, Dealer will pay Andean an amount equal to the amount, if any, by which the Prepayment Amount (as defined in Item 6 below) exceeds the aggregate purchase price.

The information set forth or incorporated by reference in Item 6 is incorporated by reference in its entirety into this Item 4.

On December 12, 2023, representatives of the Reporting Persons informed the Issuer of their investment in the Issuer, and on that day and the following days the Reporting Persons and the Issuer discussed a proposal by the Reporting Persons to develop a framework of collaboration for the benefit of the Issuer and its stakeholders, including with respect to strategic, operational and financial matters, including a proposal for Antofagasta to be represented on the board of directors of the Issuer (the “Board”). The Reporting Persons and the Issuer have not reached agreement on these matters as of the date of this filing.

The Reporting Persons may continue to discuss the foregoing matters and/or consider and/or develop other plans and/or make other proposals (whether preliminary or final) with respect to, among other things, potential changes in the Issuer’s business, operations, management, governance, organizational documents, size and composition of the Board and the election, term and replacement of members of the Board, ownership, capital or corporate structure, sale transactions, dividend policy, strategy and plans, as well as potential financings, business combinations, strategic alternatives and other matters concerning the Issuer. The Reporting Persons may communicate with the Board and members of the Issuer’s management team or other stakeholders or third parties regarding the foregoing. The Reporting Persons may change their intentions with respect to any and all matters referred to in this Item 4 at any time. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such actions or transactions.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedules 1-7 hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of or replacing directors or filling any existing vacancies on the Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

(a)-(b) See pages 2-9 of this Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which there is sole or shared power to vote, or to direct the vote, and sole or shared power to dispose or to direct the disposition. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 48,058,225 Common Shares represented by ADSs. Of the Common Shares beneficially owned, (i) 18,058,225 Common Shares, representing approximately 7.1% of the Issuer’s outstanding shares are held by Andean on the date hereof, and (ii) 30,000,000 Common Shares, represented by 30,000,000 ADSs underlying the CSP Transaction, representing approximately 11.8% of the Issuer’s outstanding shares, may be delivered to Andean subject to the completion of the CSP Transaction and potential reduction as a result of an early termination as described in Item 6 below. All percentages set forth in this Schedule 13D are based upon the Issuer’s reported 253,715,190 Common Shares outstanding as of March 31, 2023 as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022.

(c) The responses to Item 3 and Item 4 of this Schedule 13D are incorporated by reference herein. On December 5, 2023, Andean acquired 5,626,181 Common Shares represented by ADSs in the open market at a weighted average price per ADS of $9.2832, with a range of prices per ADS from $8.9391 to $9.3000.

Other than as described above, none of the Reporting Persons have effected any transactions in the Issuer’s Common Shares or ADSs during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Andean entered into a contingent share purchase transaction (the “CSP Transaction”) with Dealer, obligating Dealer to deliver to Andean 30,000,000 ADSs (subject to reduction in the case of an early termination). In consideration, Andean agreed to pay the Dealer (1) the average price for the ADSs determined over the term of the CSP Transaction, subject to an agreed maximum cap price and an agreed minimum floor price (the “Average Purchase Price”), and (2) certain non-refundable fees. Andean prepaid to Dealer the maximum cap price for the ADSs (the “Prepayment Amount”) and the non-refundable fees. The term of the CSP Transaction over which the Average Purchase Price is determined may be truncated at Dealer’s discretion.

Dealer’s obligation to deliver (and Andean’s right to acquire) the ADSs under the CSP Transaction was subject to a contingency outside the control of the parties until December 7, 2023. If the contingency was not satisfied, Dealer would have been obligated only to pay to Andean an amount equal to the Prepayment Amount and would not have been obligated to deliver (nor would Andean have had any right to acquire) any ADSs under the CSP Transaction.

Following completion of the term of the CSP Transaction (whether at scheduled final maturity or upon acceleration of maturity at Dealer’s discretion), Dealer will be obligated to (i) deliver 30,000,000 ADSs to Andean and (ii) to the extent the Prepayment Amount exceeds the Average Purchase Price, pay to Andean an amount equal to any such excess.

If the CSP Transaction terminates early due to certain specified events, Dealer will instead be obligated to deliver a pro-rated number of the 30,000,000 ADSs, determined based on the percentage of the scheduled CSP Transaction term then elapsed and, in that case, Dealer will be obligated to pay to Andean an amount equal to the excess of the Prepayment Amount over the product of the number of ADSs delivered and the Average Purchase Price calculated through the date of early termination.

The foregoing description of the CSP Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the CSP Transaction master confirmation, which is filed as Exhibit 2 hereto and incorporated herein by reference.

Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer among any of the Reporting Persons and any other person or entity.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: December 15, 2023

Schedule 1

Directors and Executive Officers of Antofagasta plc

Schedule 2

Directors and Executive Officers of Andean LFMA Investment Limited

Schedule 3

Directors of Metalinvest Establishment

Schedule 4

Directors of Kupferberg Establishment

Schedule 5

Directors of Aureberg Establishment

Schedule 6

Members of the Foundation Council of Severe Studere Foundation

Schedule 7

Members of the Foundation Council of E. Abaroa Foundation

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned (each being one of the “Reporting Persons”) hereby agree to the joint filing of a Statement on Schedule 13D and any and all amendments thereto with respect to the Common Shares, nominal (par) value of ten Peruvian Soles per share, of Compañía De Minas Buenaventura S.A.A. (Buenaventura Mining Company Inc.), and further agree that this Joint Filing Agreement be included as an exhibit thereto.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.

Date: December 15, 2023

Exhibit 2

<<<Dealer Name>>>

CONFIDENTIAL TREATMENT REQUESTED. Certain information has been omitted from this exhibit and filed separately with the Commission subject to a Confidential Treatment Request pursuant to 17 C.F.R. § 240.24b-2. Such omitted information has been indicated with the markings “[***]” and “<<<Dealer Name>>>” herein.

Execution Version

Andean LFMA Investment Limited

103 Mount Street

London, W1K 2TJ

United Kingdom

Re: Contingent Share Purchase Transaction

Ladies and Gentlemen:

This master confirmation (this “Master Confirmation”), dated as of June 6, 2023 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) that may be entered into from time to time between <<<Dealer Name>>> and Andean LFMA Investment Limited (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation substantially in the form of Annex A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and <<<Dealer Name>>> as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation and a Supplemental Confirmation evidence a complete binding agreement between <<<Dealer Name>>> and Counterparty as to the terms of the Transaction to which this Master Confirmation and such Supplemental Confirmation relate. This Master Confirmation and each Supplemental Confirmation form a part of, and are subject to an agreement in the form of the ISDA 2002 Master Agreement, as published by ISDA, as if <<<Dealer Name>>> and Counterparty had executed that agreement on the date hereof (without any Schedule but with the modifications and elections set forth herein, the “Agreement”). All provisions contained in the Agreement govern this Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation.

The Transactions shall be the sole transactions under the Agreement. If there exists any ISDA Master Agreement between <<<Dealer Name>>> and Counterparty or any confirmation or other agreement between <<<Dealer Name>>> and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between <<<Dealer Name>>> and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which <<<Dealer Name>>> and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in such Supplemental Confirmation.

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THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION AND THE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS. NOTHING IN THIS PROVISION SHALL PROHIBIT EITHER PARTY FROM BRINGING AN ACTION TO ENFORCE A MONEY JUDGMENT IN ANY OTHER JURISDICTION.

If, in relation to any Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement.

1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction.

General Terms:

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2. Calculation Agent; Adjustment and Termination Consultation:

(a) <<<Dealer Name>>> is the Calculation Agent and shall make all calculations, adjustments and determinations required pursuant to a Transaction; provided that, following the occurrence of an Event of Default described in Section 5(a)(vii) of the Agreement with respect to which <<<Dealer Name>>> is the Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in the over-the-counter equity derivatives market to act as the substitute Calculation Agent and, in the case of the designation of a substitute Calculation Agent pursuant to this proviso, <<<Dealer Name>>> shall be required to pay all reasonable fees charged by such substitute Calculation Agent for the performance of the duties required of it hereunder. Upon receipt of written request from Counterparty following any calculation, adjustment or determination made by Calculation Agent hereunder, Calculation Agent shall, with reasonable promptness (but in any event within three (3) Scheduled Trading Days from the receipt of such request), provide Counterparty with a written explanation describing, in reasonable detail, such calculation, adjustment or determination (including any market data or information from internal sources used in arriving at such calculation, adjustment or determination, but without disclosing Calculation Agent’s models or information that is proprietary or that <<<Dealer Name>>> is subject to contractual, legal or regulatory obligations not to disclose).

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(b) Upon the occurrence of any event that would permit <<<Dealer Name>>> (whether in its capacity as Calculation Agent or Determining Party) to adjust or terminate the Transaction, prior to making such adjustment or effecting such termination, <<<Dealer Name>>> shall use its reasonable efforts to consult with Counterparty in good faith regarding such adjustment or termination. The foregoing shall not (i) limit the rights of <<<Dealer Name>>> to propose such adjustment or effect such termination at any time or (ii) obligate <<<Dealer Name>>> to delay, or continue delaying, proposing such adjustment or effecting such termination at any time (in each case, whether in <<<Dealer Name>>>’s capacity as Calculation Agent or Determining Party).

3. Conditions Precedent: With respect to each Transaction, <<<Dealer Name>>>’s obligations under such Transaction are subject to the satisfaction or waiver (such waiver to be in writing, subject to Section 3(f)) by <<<Dealer Name>>> of the following conditions:

(a) The representations and warranties of Counterparty contained herein and in the Agreement (including as may be modified herein) shall be true and correct as of the Trade Date as if made on the Trade Date;

(b) Counterparty shall have performed all of the covenants and obligations to be performed by Counterparty on or prior to the Trade Date hereunder and under the Agreement (including as may be modified herein);

(c) On the Prepayment Date of such Transaction, Counterparty shall have paid <<<Dealer Name>>> the Additional Payment for such Transaction;

(d) Counterparty shall have appointed a Process Agent, and shall have provided <<<Dealer Name>>> with written evidence of such appointment in form and substance reasonably satisfactory to <<<Dealer Name>>>; and

(e) <<<Dealer Name>>> acknowledges and agrees that unless it notifies Counterparty in writing that any condition referred to in Paragraphs (a) to (d) above has neither been satisfied nor waived by the Trade Date, it shall be deemed to have waived any such conditions that have not been satisfied.

4. Additional Representations and Warranties:

(a) In connection with this Master Confirmation, each Supplemental Confirmation and each Transaction hereunder, each party represents and warrants to the other party on the Trade Date of each Transaction that such party is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act of 1933, as amended (the “Securities Act”) and an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended, by virtue of being a corporation, partnership, proprietorship, organization, trust or other entity that has total assets exceeding $10,000,000. In addition, each party represents it is entering into such Transaction hereunder for its own account and not with a view to transfer, resale or distribution and understands that such Transaction may involve the purchase or sale of a security as defined in the Securities Act and the securities laws of certain states and other jurisdictions, that any such security has not been registered under the Securities Act or the securities laws of any state or other jurisdiction and, therefore, (except for any pledge to the other party or its affiliates) may not be sold, pledged, hypothecated, transferred or otherwise disposed of unless such security is registered under the Securities Act and any applicable state or other jurisdiction’s securities law, or an exemption from registration is available.

5. Counterparty Representations, Warranties and Agreements: Counterparty hereby represents and warrants to, and agrees with, <<<Dealer Name>>> on the Trade Date for each Transaction (unless another date or dates are specified below) as follows:

(a) Counterparty is not entering into such Transaction hereunder or taking any action hereunder or in connection herewith “on the basis of” (as defined in Rule 10b5-1(b) under the Exchange Act), and neither Counterparty nor any of Counterparty’s Affiliates is aware of, any material nonpublic information concerning the Shares or the Underlying Shares or the business, operations or prospects of the Underlying Shares Issuer. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Underlying Shares Issuer.

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(b) Counterparty is not entering into such Transaction to create actual or apparent trading activity in the Shares or Underlying Shares (or any security convertible into or exchangeable for Shares or Underlying Shares) or to raise or depress or otherwise manipulate the price of the Shares or Underlying Shares (or any security convertible into or exchangeable for Shares or Underlying Shares), in each case in violation of applicable law.

(c) Counterparty understands and will, based on the advice of counsel, comply with Counterparty’s responsibilities under applicable securities laws in connection with such Transaction hereunder including, but not limited to, the provisions of Section 13 of the Exchange Act, United Kingdom securities laws, the Listing Rules of the Financial Conduct Authority and Peruvian securities laws. Counterparty shall provide <<<Dealer Name>>> with at least one Scheduled Trading Day’s prior written notice of (i) its filing of the Schedule 13D in connection with such Transaction and (ii) any necessary disclosure in connection with such Transaction pursuant to the disclosure requirements under the United Kingdom’s retained version of the EU Market Abuse Regulation (Regulation 596/2014/EU) and any delegated regulations thereunder or any other announcement that it intends to make to coincide with the filing of the Schedule 13D described in (i) above (the “UK Disclosure”).

(d) [***]

(e) Counterparty (i) is capable of evaluating investment risks independently, both in general and with regard to the Transactions governed hereby; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (iii) has total assets of at least USD 50,000,000 as of the date hereof.

(f) COUNTERPARTY UNDERSTANDS THAT ANY TRANSACTION HEREUNDER IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS.

(g) Counterparty is aware and acknowledges that <<<Dealer Name>>>, its affiliates or any entity with which <<<Dealer Name>>> hedges any Transaction hereunder may from time to time take positions in instruments that are identical or economically related to such Transaction or the Shares or Underlying Shares or have an investment banking or other commercial relationship with the Underlying Shares Issuer. In addition, Counterparty acknowledges that the proprietary trading and other activities and transactions of <<<Dealer Name>>>, its affiliates or any entity with which <<<Dealer Name>>> hedges any Transaction hereunder, including purchases and sales of the Shares or Underlying Shares in connection with, or in anticipation of, such Transaction, may affect the trading price of the Shares or Underlying Shares.

(h) For the avoidance of doubt, and without limiting any representation contained in Section 3(a)(iii) of the Agreement, Counterparty represents that the execution, delivery and performance of this Master Confirmation, each Supplemental Confirmation and any other documentation relating to the Agreement to which Counterparty or any of its Affiliates is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, investment agreement, lock-up agreement, standstill agreement, registration rights agreement, confidentiality agreement or other agreement binding on Counterparty or its Affiliates or affecting Counterparty, its Affiliates or any of their respective assets (including its Shares or Underlying Shares).

(i) No Transaction hereunder shall violate any corporate policy of the Underlying Shares Issuer (including, but not limited to, any window period policy) or other rules or regulations of the Underlying Shares Issuer applicable to Counterparty or any of its Affiliates.

(j) Counterparty is not and will not be, deemed or declared to be, (A) unable to pay its debts as they fall due; or (B) insolvent, in each case, at the time such Transaction hereunder is consummated, and is not and will not be rendered, deemed or declared to be (A) unable to pay its debts as they fall due; or (B) insolvent, in each case, as a result thereof. At the time of any payment to or for the benefit of <<<Dealer Name>>>, Counterparty does not intend and will not intend to incur, and does not incur and will not incur, debts that are beyond the ability of Counterparty to pay as they mature.

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(k) Counterparty is not and, after giving effect to any Transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(l) The assets used in connection with the execution, delivery and performance of the Agreement and the Transactions entered into hereunder are not and will not be the assets of (A) an “employee benefit plan” (with the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to Title I of ERISA, (B) a “plan” described in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) to which Section 4975 of the Code applies or (C) an entity whose underlying assets include “plan assets” by reason of Department of Labor regulations located at 29 C.F.R. section 2510.3-101 (as modified by Section 3(42) of ERISA).

(m) [***]

(n) [***]

(o) [***]

(p) Within five (5) Exchange Business Days following the date of this Master Confirmation, Counterparty shall deliver to <<<Dealer Name>>> an opinion of Clifford Chance LLP, United Kingdom counsel to Counterparty, relating to Counterparty’s authority and capacity to enter into the Transactions, in form and substance reasonably satisfactory to <<<Dealer Name>>>.

6. Acknowledgments: The parties hereto agree and acknowledge that:

(a) <<<Dealer Name>>> is a “swap participant” and “financial participant” within the meaning of Sections 101(53C) and 101(22A) of the Bankruptcy Code.

(b) This Master Confirmation and each Supplemental Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder, thereunder or in connection herewith or therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” and “transfer” within the meaning of Section 546 of the Bankruptcy Code, and any cash, securities or other property provided as performance assurance, credit support or collateral with respect to each Transaction is a “margin payment” and “transfer” within the meaning of Section 546 of the Bankruptcy Code, (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder, thereunder or in connection herewith or therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code and constitute “settlement payments” as defined in Section 741(8) of the Bankruptcy Code and (iii) a “master netting agreement” and each of the parties thereto is a “master netting agreement participant”, each as defined in the Bankruptcy Code.

(c) The rights given to <<<Dealer Name>>> under this Master Confirmation, under each Supplemental Confirmation and the Agreement upon the occurrence of an Event of Default with respect to the other party constitute a “contractual right” to cause the liquidation, termination or acceleration of, and to offset or net out termination values, payment amounts and other transfer obligations under or in connection with a “securities contract” and a “swap agreement” and a “contractual right” under a security agreement or arrangement forming a part of or related to a “securities contract” and a “swap agreement,” as such terms are used in Sections 555, 560, 561, 362(b)(6) and 362(b)(17) of the Bankruptcy Code.

(d) <<<Dealer Name>>> is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

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7. Miscellaneous:

(a) Designation by <<<Dealer Name>>>. Notwithstanding any provision of the Agreement to the contrary, <<<Dealer Name>>> shall be entitled to designate one or more entities that are wholly-owned, directly or indirectly, by [***], or any successor thereto (each, a “<<<Dealer Name>>> Affiliate”) to deliver or take delivery of, as the case may be, in book-entry form through the Clearance System in the form of beneficial interests in Shares, any Shares or other property in respect of any Transaction hereunder; provided that Counterparty shall have recourse to <<<Dealer Name>>> in the event of the failure by a <<<Dealer Name>>> Affiliate to perform any of such obligations hereunder. Such failure after any applicable grace period shall be an Additional Termination Event with the Transaction to which the failure relates as the sole Affected Transaction and <<<Dealer Name>>> as the sole Affected Party.

(b) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties and their affiliates in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of such party and such party’s affiliates.

(c) Severability; Illegality. If compliance by either party with any provision of a Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of such Transaction shall not be invalidated, but shall remain in full force and effect.

(d) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND <<<DEALER NAME>>> HEREBY IRREVOCABLY WAIVES (ON SUCH PARTY’S OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF SUCH PARTY’S STOCKHOLDERS OR OTHER EQUITY HOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF <<<DEALER NAME>>> OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

(e) Confidentiality. <<<Dealer Name>>> and Counterparty agree that (i) Counterparty is not obligated to <<<Dealer Name>>> to keep confidential from any and all persons or otherwise limit the use of any element of <<<Dealer Name>>>’s descriptions relating to U.S. federal income tax treatment or U.S. federal income tax structure of the Transactions contemplated hereby and any part of the materials necessary to understand those U.S. federal income tax treatment or structure (provided that the foregoing does not constitute an authorization to disclose the identity of <<<Dealer Name>>> or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information), and (ii) <<<Dealer Name>>> does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

(f) Right to Extend. <<<Dealer Name>>> may extend, in whole or in part, the Pricing Period if <<<Dealer Name>>> determines, in good faith and in a commercially reasonable manner, and in respect of clause (ii) below, based on advice of legal counsel, that such extension is reasonably necessary (i) to preserve <<<Dealer Name>>>’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the relevant market (but only if there is a material decrease in liquidity relative to the Trade Date) or (ii) to enable <<<Dealer Name>>> or one of its affiliates to effect transactions in the Shares in connection with its hedging or hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements or with related policies and procedures applicable to <<<Dealer Name>>> (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by <<<Dealer Name>>>, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues, have been adopted by <<<Dealer Name>>> in good faith and are generally applicable in similar situations and applied to all Transactions hereunder and similar transactions in a non-discriminatory manner); provided that the Pricing Period may not be extended more than 20 Scheduled Trading Days after the original Scheduled Termination Date.

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(g) Staggered Settlement. If <<<Dealer Name>>> reasonably determines that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the Shares to be delivered by <<<Dealer Name>>> on the Settlement Date for any Transaction, <<<Dealer Name>>> may, by notice to Counterparty on or prior to such Settlement Date (the “Nominal Settlement Date”), elect to deliver the Shares on two or more occasions on a single date and/or on two or more dates (each, a “Staggered Settlement Date”), in each case in book-entry form through the Clearance System in the form of beneficial interests in Shares, as follows:

(i) in such notice, <<<Dealer Name>>> will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date;

(ii) the aggregate number of Shares that <<<Dealer Name>>> will deliver to Counterparty hereunder on all such Staggered Settlement Dates will equal the number of Shares that <<<Dealer Name>>> would otherwise be required to deliver on such Nominal Settlement Date; and

(iii) if the Physical Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Physical Settlement terms will apply on each Staggered Settlement Date, except that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated among such Staggered Settlement Dates as specified by <<<Dealer Name>>> in the notice referred to in clause (i) above.

8. Notices:

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9. Account Details:

10. U.S. QFC Provisions:

(a) Recognition of U.S. Special Resolution Regimes. (i) In the event <<<Dealer Name>>> becomes subject to a proceeding under the FDI Act or OLA (together, the “U.S. Special Resolution Regimes”), the transfer of the Agreement, this Master Confirmation or any Supplemental Confirmation, and any interest and obligation in or under, and any property securing, the Agreement, this Master Confirmation or any Supplemental Confirmation, from <<<Dealer Name>>> will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Agreement, this Master Confirmation or any Supplemental Confirmation, and any interest and obligation in or under, and any property securing, the Agreement, this Master Confirmation or any Supplemental Confirmation were governed by the laws of the United States or a State of the United States; and (ii) in the event <<<Dealer Name>>> or any <<<Dealer Name>>> Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation that may be exercised against <<<Dealer Name>>> are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if the Agreement, this Master Confirmation or any Supplemental Confirmation, as the case may be, were governed by the laws of the United States or a State of the United States.

(b) Limitation on Exercise of Certain Default Rights Related to <<<Dealer Name>>> Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any Supplemental Confirmation or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 10(c), Counterparty shall not be permitted to exercise any Default Right against <<<Dealer Name>>> with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation that is related, directly or indirectly, to a <<<Dealer Name>>> Affiliate becoming subject to an Insolvency Proceeding.

(c) General Creditor Protections. Nothing in Section 10(b) shall restrict the exercise by Counterparty of any Default Right against <<<Dealer Name>>> with respect to the Agreement or this Master Confirmation that arises as a result of:

(i) <<<Dealer Name>>> becoming subject to an Insolvency Proceeding; or

(ii) <<<Dealer Name>>> not satisfying a payment or delivery obligation pursuant to the Agreement, this Master Confirmation or any Supplemental Confirmation.

(d) Burden of Proof. After a <<<Dealer Name>>> Affiliate has become subject to an Insolvency Proceeding, if Counterparty seeks to exercise any Default Right with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation, Counterparty shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

(e) Applicability of Section 10(a). The requirements of Section 10(a) apply notwithstanding Sections 13(b) and (c).

(f) General Conditions.

(i) Effective Date. The provisions set forth in this Section 10 will come into effect on the date of this Master Confirmation.

19

(ii) Prior Adherence to the U.S. Protocol. If <<<Dealer Name>>> and Counterparty have adhered to the ISDA U.S. Protocol prior to the date of this Master Confirmation, the terms of the ISDA U.S. Protocol shall be incorporated into and form a part of this Master Confirmation and shall replace the terms of this Section 10. For purposes of incorporating the ISDA U.S. Protocol, <<<Dealer Name>>> shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party and each of the Agreement and this Master Confirmation shall be deemed to be a Protocol Covered Agreement.

(iii) Subsequent Adherence to the U.S. Protocol. If, after the date of this Master Confirmation, both <<<Dealer Name>>> and Counterparty shall have become adhering parties to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace this Section 10.

(g) Definitions. For the purposes of Section 10, the following definitions apply:

“BHC Affiliate” has the same meaning as the term “affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1813(w) and 12 U.S.C. 1841(k).

“<<<Dealer Name>>> Affiliate” means, with respect to <<<Dealer Name>>>, a BHC Affiliate of that party.

“Consolidated Affiliate” has the same meaning specified in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Counterparty Affiliate” means a Consolidated Affiliate of Counterparty.

“Default Right” means, with respect to the Agreement, this Master Confirmation or any Supplemental Confirmation (including any related Transaction), any:

(a) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and

(b) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure; but

(c) solely with respect to Section 10(b) does not include any right under a contract that allows a party to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

“FDI Act” means the Federal Deposit Insurance Act and the regulations promulgated thereunder.

“Financial Counterparty” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

20

“ISDA U.S. Protocol” means the ISDA 2018 U.S. Resolution Stay Protocol, as published by ISDA on July 31, 2018.

“OLA” means Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC Rule”), respectively. All references herein to the specific provisions of the Federal Reserve Rule, the FDICs Rule and the OCC Rule shall be construed, with respect to <<<Dealer Name>>>, to the particular QFC Stay Rule(s) applicable to it.

“Small Financial Institution” has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“State” means any state, commonwealth, territory, or possession of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, or the United States Virgin Islands.

11. Depositary Receipt Provisions:

(a) For the purposes of this Master Confirmation the following definitions will apply:

“Depositary” means The Bank of New York Mellon or any successor depositary of the Shares from time to time.

“Deposit Agreement” means, the Amended and Restated Common Shares Deposit Agreement, dated as of May 3, 2002, by and among the Underlying Shares Issuer, the Depositary and the holders and beneficial owners of the Shares, as from time to time amended or supplemented in accordance with its terms, and the other agreements or other instruments constituting the Shares, as from time to time amended or supplemented in accordance with their terms.

“DS Amendment” means, where specified as applicable to a definition or provision, that the following changes shall be made to such definition or provision: (a) all references to “Shares” shall be deleted and replaced with the words “Shares and/or the Underlying Shares”; and (b) all references to “Issuer” shall be deleted and replaced with the words “Underlying Shares Issuer or Issuer, as appropriate”.

“Replacement DSs” means depository shares or receipts, other than the Shares, over the same Underlying Shares.

(b) The following amendments shall be made to the Equity Definitions in addition to any other amendments specified herein:

(A) The definition of Potential Adjustment Event in Section 11.2(e) of the Equity Definitions shall be amended as follows:

(1) the DS Amendment shall be applicable, provided that an event under Section 11.2(e)(i) to (vii) of the Equity Definitions in respect of the Underlying Shares shall not constitute a Potential Adjustment Event unless, in the opinion of the Calculation Agent, such event has a material effect on the theoretical value of the Shares;

(2) “or” shall be deleted where it appears at the end of (vi);

(3) “.” shall be deleted where it appears at the end of (vii) and replaced with “; or”;

(4) the following shall be inserted as provision (viii): “(viii) the making of any amendment or supplement to the terms of the Deposit Agreement; or”; and

21

(5) the following shall be inserted as provision (ix): “(ix) any other event as a result of which the Shares represent fewer or more Underlying Shares than, or any other securities or property other than, the number of Underlying Shares represented by the Shares prior to such event.”

(B) Following the declaration by the Underlying Shares Issuer of the terms of any Potential Adjustment Event in relation to the Underlying Shares, Calculation Agent Adjustment shall apply. In making any adjustment following any Potential Adjustment Event, the Calculation Agent shall take into account (among other factors) any adjustment made by the Depository under the Deposit Agreement, any fees and/or expenses of the Depositary and any taxes in connection therewith. If the Calculation Agent determines that no adjustment that it could make will produce a commercially reasonable result, it shall notify the parties that the relevant consequence shall be the termination of the relevant Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.

(C) The definitions of “Merger Event”, “Tender Offer”, “Share-for-Share”, “Share-for-Other”, “Share-for-Combined”, “New Shares” and “Other Consideration” in Section 12.1 of the Equity Definitions shall be amended in accordance with the DS Amendment.

(D) The consequence of a Merger Event or Tender Offer in respect of the Shares shall be the relevant consequence specified in the Master Confirmation for such Merger Event or Tender Offer.

(E) Following the declaration by the Underlying Shares Issuer of the terms of any Merger Event or Tender Offer in relation to the Underlying Shares, the relevant consequence specified in the Master Confirmation for such Merger Event or Tender Offer shall apply, provided that if “Calculation Agent Adjustment” or “Modified Calculation Agent Adjustment” is specified as the relevant consequence in the Master Confirmation, then in each case where the Calculation Agent makes an adjustment to the Transaction the Calculation Agent shall take into account (among other factors) any adjustment made by the Depository under the Deposit Agreement, any fees and/or expenses of the Depositary and any taxes in connection therewith.

(F) The definitions of “Nationalization” and “Insolvency” in Section 12.6 of the Equity Definitions shall be amended in accordance with the DS Amendment.

(G) The consequence of a Nationalization or Insolvency in respect of the Underlying Shares or the Underlying Shares Issuer shall be the relevant consequence specified in this Master Confirmation.

(H) Notwithstanding anything to the contrary in the Master Confirmation, the consequence of a Nationalization or Insolvency in respect of the Shares or the Depository shall be Cancellation and Payment, provided that the parties may agree that a replacement of the Shares with Replacement DSs should take place and that one or more terms of the Transaction should be amended and if the parties so agree, then Cancellation and Payment shall not apply in respect of such Nationalization or Insolvency, as applicable, and references to Shares herein shall be replaced by references to such Replacement DSs and any agreed amendments will be made, in each case with effect from the date agreed by the parties.

(I) If a Delisting of the Shares occurs or the Depository announces that the Deposit Agreement is (or will be) terminated, then:

(1) notwithstanding anything to the contrary in the Master Confirmation, Cancellation and Payment will apply as provided in this Master Confirmation; provided that the parties may agree that a replacement of the Shares with Replacement DSs or the Underlying Shares should take place and that one or more terms of the Transaction should be amended, and if the parties so agree, then Cancellation and Payment shall not apply in respect of such Delisting or termination of the Deposit Agreement, as applicable, and references to Shares herein shall be replaced by references to such Replacement DSs or the Underlying Shares, as applicable, and any agreed amendments will be made, in each case with effect from the date agreed by the parties; and

22

(2) where Cancellation and Payment applies under clause (I)(1) above in respect of a termination of the Deposit Agreement, the Equity Definitions shall be interpreted as follows: (i) such termination shall be deemed to be an “Extraordinary Event”; (ii) Cancellation and Payment shall apply as defined in Section 12.6(c)(ii) of the Equity Definitions; and (iii) the definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall include the following additional clause (vii) at the end of the first sentence thereof: “(vii) in the case of a termination of the Deposit Agreement, the date of the first public announcement by the Depository that the Deposit Agreement is (or will be) terminated”.

(J) The definition of “Insolvency Filing” in Section 12.9(a)(iv) of the Equity Definitions, shall each be amended in accordance with the DS Amendment.

(K) For the avoidance of doubt, where a provision is amended by this Section 11 in accordance with the DS Amendment, if the event described in such provision occurs in respect of the Underlying Shares or the Underlying Shares Issuer, then the consequence of such event shall be interpreted consistently with the DS Amendment and such event.

12. Foreign Private Issuer Status: Counterparty will provide a written notice to <<<Dealer Name>>> promptly upon becoming aware that the Underlying Shares Issuer is not or will no longer be a “foreign private issuer”, as defined in Rule 3b-4 of the Exchange Act.

13. Schedule Provisions:

(a) Process Agent. Counterparty appoints Cogency Global Inc. as its Process Agent, with the mailing address of 122 East 42nd Street, 18th Floor, New York, NY 10168. Counterparty agrees that service of process upon such agent shall be deemed in every respect effective service of process upon Counterparty in any such suit, action or proceeding. If for any reason such agent shall cease to be such agent for service of process, Counterparty shall forthwith appoint a new agent of recognized standing and reasonably acceptable to <<<Dealer Name>>> for service of process and deliver to <<<Dealer Name>>> a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of <<<Dealer Name>>> to serve process in any other manner permitted by law.

(b) Automatic Early Termination. Automatic Early Termination will not apply to Counterparty.

(c) Additional Schedule Provisions.

(i) “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of the Agreement to all Transactions starting from the date of this Master Confirmation.

23

(d) Agreement to Deliver Documents. Counterparty or <<<Dealer Name>>> agrees to deliver the following documents, as applicable:

(e) Change of Account. Section 2(b) of the Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction”.

(f) Section 5(a)(ii)(1) of the Agreement is hereby amended by the addition of the following after the words “if such failure is not” in the fifth line thereof: “a failure by Counterparty to comply with Section 5(n) of the Master Confirmation and is not”.

14. Tax Provisions:

(a) Payer Representations: For the purpose of Section 3(e) of the Agreement, <<<Dealer Name>>> and Counterparty each hereby make the following representation:

24

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) and/or Section 3(g) of the Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Representations. For the purpose of Section 3(f) of the Agreement:

(i) <<<Dealer Name>>> makes the following representations:

[***]

[***]

(ii) Counterparty makes the following representations:

(A) Counterparty is a corporation for U.S. federal income tax purposes incorporated in the United Kingdom and is not a tax resident or engaged in business in any other jurisdiction. Counterparty is a “non-U.S. branch of a foreign person” (as that term is used in sections 1.1441-4(a)(3)(ii) of the Regulations) and a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the Regulations) for U.S. federal income tax purposes.

(B) No payment received or to be received by it in connection with the Agreement is effectively connected with the conduct of a trade or business in the United States.

(c) Foreign Account Tax Compliance Act. The parties agree that the definitions and provisions contained in the ISDA 2012 FATCA Protocol as published by the International Swaps and Derivatives Association, Inc. on August 15, 2012, are incorporated into and apply to the Agreement as if set forth in full herein.

(d) HIRE Act Protocols. The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement as if set forth in full herein.

(e) Taxes Imposed by the Republic of Peru. “Tax” and “Indemnifiable Tax” each as defined in Section 14 of the Agreement shall not include any taxes imposed by any governmental or taxing authority of the Republic of Peru (or any political subdivision thereof) in respect of Shares deliverable or amounts payable hereunder.

15. PDD Protocol: The Parties agree that the definitions and provisions contained in Part I to III of the Attachment to the ISDA 2020 UK EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by the International Swaps and Derivatives Association, Inc. on 17th December 2020 (the “UK EMIR PR/DR Protocol”) are hereby incorporated into and apply to the Agreement as if set forth in full herein with effect from the date of the Agreement and for the purposes of those provision:

(i) <<<Dealer Name>>> shall be a Portfolio Data Sending Entity;

(ii) Counterparty shall be a Portfolio Data Receiving Entity;

(iii) The following place(s) are specified for the purposes of the definition of Local Business Day as it applies to:

<<<Dealer Name>>>: [***], and

Counterparty: London;

25

(iv) With respect to Part I(3)(A) of the Attachment to the UK EMIR PR/DR Protocol:

<<<Dealer Name>>> appoints the following Affiliates: None;

Counterparty appoints the following Affiliates: None;

(v) With respect to Part I(3) of the Attachment to the UK EMIR PR/DR Protocol:

<<<Dealer Name>>> confirms that it adheres as a Party that may use a Third Party Service Provider;

Counterparty confirms that it adheres as a Party that may use a Third Party Service Provider;

(vi) <<<Dealer Name>>> agrees that the following items may be delivered to it at the contact details shown:

In respect of Portfolio Data, Notice of Discrepancy and any Dispute Notice:

[***];

(vii) Counterparty agrees that the following items may be delivered to it at the contact details shown:

In respect of Portfolio Data, Notice of Discrepancy and any Dispute Notice:

Andean LFMA Investment Limited

103 Mount Street

London, W1K 2TJ, UK

Attn: Business Development Manager

Telephone: +56 2 2798 7000

Email: Guillermo.Montero@aminerals.cl

[Signature pages follow]

26

Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Master Confirmation.

[Signature Page to Master Confirmation for

Contingent Share Purchase Transactions]

Acknowledged and agreed to as of

the date first above written,

ANDEAN LFMA INVESTMENT LIMITED

[Signature Page to Master Confirmation for

Contingent Share Purchase Transactions]

ANNEX A

<<<Dealer Name>>>

[***]

[***]

[***]

[_________, 20__]

Andean LFMA Investment Limited

103 Mount Street

London, W1K 2TJ

United Kingdom

Re: Contingent Share Repurchase: Supplemental Confirmation

Reference is made to the Master Confirmation between <<<Dealer Name>>> and Andean LFMA Investment Limited (“Counterparty”) dated June 6, 2023 (as amended or modified from time to time, the “Master Confirmation”). Capitalized terms used without definition in this Supplemental Confirmation have the definitions assigned to them in the Master Confirmation.

This Supplemental Confirmation confirms the terms and conditions of the Transaction entered into between <<<Dealer Name>>> and Counterparty on the Trade Date specified below. This Supplemental Confirmation is a binding contract between <<<Dealer Name>>> and Counterparty as of the relevant Trade Date for the Transaction referenced below. <<<Dealer Name>>> is acting as principal in this Transaction.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The additional terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Annex A-2

Please indicate your acknowledgment of the above by signing and returning to us a copy of this Supplemental Confirmation.

Annex A-3

Acknowledged:

ANDEAN LFMA INVESTMENT LIMITED

Annex A-4

Exhibit 3

CONFIDENTIAL TREATMENT REQUESTED. Certain information has been omitted from this exhibit and filed separately with the Commission subject to a Confidential Treatment Request pursuant to 17 C.F.R. § 240.24b-2. Such omitted information has been indicated with the markings “[***]” and “<<<Dealer Name>>>” herein.

Execution Version

<<<Dealer Name>>>

[***]

[***]

[***]

June 6, 2023

Andean LFMA Investment Limited

103 Mount Street

London, W1K 2TJ

United Kingdom

Re: Contingent Share Repurchase: Supplemental Confirmation

Reference is made to the Master Confirmation between <<<Dealer Name>>> and Andean LFMA Investment Limited (“Counterparty”) dated June 6, 2023 (as amended or modified from time to time, the “Master Confirmation”). Capitalized terms used without definition in this Supplemental Confirmation have the definitions assigned to them in the Master Confirmation.

This Supplemental Confirmation confirms the terms and conditions of the Transaction entered into between <<<Dealer Name>>> and Counterparty on the Trade Date specified below. This Supplemental Confirmation is a binding contract between <<<Dealer Name>>> and Counterparty as of the relevant Trade Date for the Transaction referenced below. <<<Dealer Name>>> is acting as principal in this Transaction.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The additional terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Please indicate your acknowledgment of the above by signing and returning to us a copy of this Supplemental Confirmation.

Acknowledged:

ANDEAN LFMA INVESTMENT LIMITED

[Signature Page to Supplemental Confirmation for Contingent Share Purchase Transactions]