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Equity, net

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Shareholders' equity, net

Shareholders' equity, net

17.   Equity, net

(a) Capital stock -

The Group’s share capital is stated in soles and consisted of common shares with voting rights, with a nominal amount of S/10.00 per share. The table below presents the composition of the capital stock as of December 31, 2021 and 2020:

​

​	​	​	​	​	​	​
​		Number of		Capital		Capital
​	​	shares	​	stock	​	stock
​	​	​	​	S/(000)	​	US$(000)
​	​	​	​	​	​	​
Common shares		274,889,924		2,748,899		813,162
Treasury shares		(21,174,734)		(211,747)		(62,665)
​	​	​	​	​	​	​
​		253,715,190		2,537,152		750,497

​

The market value of the common shares amounted to S/28.05 per share as of December 31, 2021 (S//43.80 per share as of December 31, 2020). These shares present trading frequencies of 15 and 5%  in the years 2021 and 2020, respectively.

(b) Investment shares -

Investment shares have a nominal value of S/10.00 per share. Holders of investment shares are neither entitled to exercise voting rights nor to participate in shareholders’ meetings; however, they confer upon the holders thereof the right to participate in the dividend’s distribution. The table below presents the composition of the investment shares as of December 31, 2021 and 2020:

​

​	​	​	​	​	​	​
​		Number of		Investment		Investment
​	​	shares	​	shares	​	shares
​	​	​	​	S/(000)	​	US$(000)
​	​	​	​	​	​	​
Investment shares		744,640		7,447		2,161
Treasury investment shares		(472,963)		(4,730)		(1,370)
​	​	​	​	​	​	​
​		271,677		2,717		791

​

The market value of the investment shares amounted to S/16.00 per share as of December 31, 2021 and 2020. These shares did not have a trading frequency in 2021 and 2020.

(c) Legal reserve -

The Peruvian Corporations Law requires that a minimum of 10%  of the distributable earnings for each period, after deducting the income tax, be transferred to a legal reserve until the latter is equal to 20%  of the capital stock. This legal reserve can be used to offset losses or may be capitalized, with the obligation, in both cases, to replenish it.

Although, the balance of the legal reserve exceeded the limit mentioned above, the Group increased its legal reserve by US$76,000 in the year 2021 (US$26,000 and US$53,000 in the years 2020 and 2019 respectively) as a result of the expired dividends. According to the General Corporate Law, dividends expire ten years after the payment due.

(d) Dividends declared and paid -

During years 2021 and 2020 no distribution of dividends was made. The table below presents the dividends declared and paid in 2019:

​

​	​	​	​	​	​	​
​	​	​	​	Dividends	​	​
​	​	​		declared and		Dividend
Meetings		Date		paid		per share
​	​	​		US$(000)		US$
​	​	​	​	​	​	​
2019 Dividends	​	​	​	​	​	​
Mandatory Annual Shareholders’ Meeting		March 25		16,538		0.06
Less - Dividends of treasury shares	​	​		(1,298)	​	​
​	​	​		15,240	​	​
​	​	​	​	​	​	​
Board of Directors’ Meeting		October 29		7,442		0.03
Less - Dividends of treasury shares	​	​		(584)	​	​
​	​	​		6,858	​	​
​	​	​		22,098	​	​
​	​	​	​	​	​	​

​

According to the current Law, there are no restrictions for the remittance of dividends or repatriation of capital by foreign investors.

Dividends declared by S.M.R.L. Chaupiloma Dos de Cajamarca corresponding to non-controlling interest were US$6,160,000, US$5,140,000 and US$6,500,000 for the years 2021, 2020 and 2019, respectively.

By means of Mandatory Annual Shareholders’ Meeting held on March 31, 2022, a distribution of dividends was approved for US$0.73 per share, equivalent to US$20,067,000 (US$18,542,000 net of treasury shares).

(e) Basic and diluted profit (loss) per share -

Profit (loss) per share is calculated by dividing net loss for the period by the weighted average number of shares outstanding during the year. The calculation of profit (loss) per share attributable to the equity holders of the parent is presented below:

​	​	​	​	​	​	​
​		2021		2020		2019
​	​	​	​	​	​	​
Loss for the year (numerator) - US$		(264,075,000)		(135,718,000)		(12,208,000)
Total common and investment shares (denominator)		253,986,867		253,986,867		253,986,867
Loss per basic share and diluted - US$		(1.04)		(0.53)		(0.05)

​

The calculation of profit (loss) per share from continuing operations attributable to the equity holders of the Parent is presented below:

​

​	​	​	​	​	​	​
​		2021		2020		2019
​	​	​	​	​	​	​
Profit (loss) for the year (numerator) - US$		123,529,000		(68,916,000)		39,886,000
Total common and investment shares (denominator)		253,986,867		253,986,867		253,986,867
Profit (loss) per basic share and diluted - US$		0.49		(0.27)		0.16

​

The calculation of profit (loss) per share from discontinuing operations attributable to the equity holders of the Parent is presented below:

​

​ ​ ​	​	​	​	​	​	​
​		2021		2020		2019
​	​	​	​	​	​	​
Loss for the year (numerator) - US$		(387,604,000)		(66,810,000)		(52,094,000)
Total common and investment shares (denominator)		253,986,867		253,986,867		253,986,867
​	​	​	​	​	​	​
Loss per basic share and diluted - US$		(1.53)		(0.26)		(0.21)

​

​

A tax of 5% of the income tax is established on dividends or any other form of distribution of profits.

Sociedad Minera Cerro Verde S.A.A. [Member]

Shareholders' equity, net

Shareholders' equity, net

12.   Shareholders’ equity

(a)    Capital stock -

As of December 31, 2021 and 2020, the authorized, subscribed and paid-up capital in accordance with the Company’s by-laws and its related modifications was 350,056,012 common shares.

According to the July 11, 2003, Shareholders Agreement, the nominal value of the shares was denominated in US dollars in an amount of US$0.54 per share. As a consequence of the capitalization of restricted earnings associated with tax benefits (reinvestment credits), in December 2009, the nominal value of the shares was increased to US$2.83 per share.

The quoted price of these shares was US$37.23 per share as of December 31, 2021 (US$20.92 per share as of December 31, 2020).

As of December 31, 2021, the Company’s capital stock structure is as follows:

​

​	​	​	​	​
Percentage of individual interest in capital		Number of shareholders		Total percentage interest
​	​	​	​	​
Up to 1.00		2,300		4.80
From 1.01 to 20.00		2		20.64
From 20.01 to 30.00		1		21.00
From 30.01 to 60.00		1		53.56
​	​	​	​	​
​		2,304		100.00

​

(b)  Other capital reserves -

Other capital reserves include the Company’s legal reserve, which is in accordance with the Peruvian Companies Act, and is created through the transfer of 10% of the earnings for the year up to a maximum of 20% of the paid-in capital (US$198.1 million as of December 31, 2021 and 2020). The legal reserve must be used to compensate for losses in the absence of non-distributed earnings or non-restricted reserves, and transfers made to compensate for losses must be replaced with future earnings. This legal reserve may also be used to increase capital stock, but the balance must be restored from future earnings.

(c)  Dividend Distribution -

Beginning January 1, 2017, dividends paid to shareholders, other than domiciled legal entities, are subject to withholding of income tax at a rate of 5.0%.

At the annual mandatory shareholders meeting held on March 23, 2021, shareholders approved a US$200 million dividend payment (US$0.571337 per common share). The total amount of this dividend was applied against retained earnings. This dividend was paid on April 29, 2021 and complied with the withholding tax rules (4.1%).

At a Board Meeting held on December 2, 2021, the distribution of a dividend of US $500 million (US$1.428343 per common share) was approved. The total amount of this dividend was applied against retained earnings. This dividend was paid on December 29, 2021 and complied with the withholding tax rules (4.1)% (see Note 9(b)).

During 2020 there was no dividends distribution.

(d)Stock-based compensation -

In accordance with the Senior Executive Plan (SEP), stock-based compensation related to the common stock of the ultimate parent (Freeport) is granted to the Company’s senior executives. Amounts presented in “Other capital reserves” in the statement of change in equity totaled US$11.7 million as of December 31, 2021, US$11.5 million as of December 31, 2020, and US$10.1 million as of December 31, 2019. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model. The fair value of restricted share units (RSUs) is based on Freeport's share price on the grant date. Shares of Freeport’s common stock are issued at the vesting date of RSUs settled in shares. The fair value of performance share units (PSUs) is determined using Freeport's stock price and a Monte-Carlo simulation model.

Stock options granted under such plans generally expire 10 years after the grant date. Stock options granted prior to 2018 generally vest in 25% annual increments; beginning in 2018, awards granted vest in 33% annual increments beginning one year from the date of grant. Stock option agreements provide that participants will receive the following year’s vesting upon retirement. Therefore, on the grant date, the Company accelerates one year of amortization for retirement-eligible employees. Stock options provide for accelerated vesting only upon certain qualifying terminations of employment within one year following a change of control.

The Company recognizes the compensation cost in the statement of comprehensive income during the award period according to the fair value of the instruments granted. The cost is recognized as an equity contribution in “Other capital contributions.”

Minera Yanacocha SRL and subsidiary [Member]

Shareholders' equity, net

Shareholders' equity, net

16.   Partners’ equity

(a) Partners’ contributions -

As of December 31, 2021 and December 31, 2020, Partners’ contributions comprise 1,214,528,739 common partnership interests at par value of one Peruvian Sol each, fully subscribed and paid-in (equivalent to US$398,216 at the historical exchange rate). Such partnership interest includes 656,484,745 common partnership interests that are owned by foreign investors.

Under current Peruvian regulations, there is no restriction on the remittance of dividends or repatriation of foreign investment, except as discussed in sections below.

The legal structure of the Company is that of a Peruvian limited liability partnership. Major features of such legal structure are: (i) the number of Partners cannot exceed 20, (ii) capital comprises the partnership interests, and (iii) there is no obligation to create a legal reserve.

(b) Retained earnings (Accumulated losses) -

Distribution of earnings to Partners other than legal entities domiciled in Peru is subject to a withholding income tax charged to the partners.

Until December 31, 2017, by Law No. 30296 published on December 31, 2014, for individuals and non-resident legal entities, the applicable tax rate was 6.8% for dividend distributions in cash or non-monetary assets for fiscal year 2017. Pursuant to Legislative Decree No. 1261, published on December 10, 2016 and effective as of January 1, 2017, the applicable tax rate to the distribution of cash dividends and non-monetary assets for the year 2017 onwards is 5%.

(c) Dividends declared and paid -

During the years 2021 and 2020, no dividend distribution was made.

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-Name IAS
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