MODEL OF A PUBLIC DEED OF A COMPANY

Mr. Notary:

Please execute in your registry of public deeds, one of incorporation of a limited liability
company and bylaws, which we granted:

a) ...................................., of nationality............................., identified with D.N.I.

Nº............................, of occupation................................, single, residing
at .....................................

b) ..................................., of nationality ............................., identified with ID card.

Nº............................, occupation ........................., single, residing at ...............................

Under the following terms and conditions:

SOCIAL PACT

FIRST.-Bythe present instrument, the grantors agree to constitute, as in fact they do

constitute, a limited liability commercial company, under the name of:"............S.R.L.", with a
capital, domicile, duration and other stipulations established in the bylaws.

SECOND.-Thecapital stock of the company is ........ (...............Nuevos Soles), which will be

represented by .................. shares of S//.....................(.................Nuevos Soles) each, all fully
subscribed and paid by the grantors as follows:

a).........................., subscribes .................. shares and pays S/............... in cash, i.e. 60% of the
capital stock;

b).........................., subscribes .................. shares and pays S/............... in cash, i.e. 40% of the
capital stock;

THIRD.-Thecorporation shall be governed in accordance with the following bylaws:

STATUTE

TITLE ONE

NAME, PURPOSE, DOMICILE AND DURATION

DENOMINATION

ARTICLE ONE.-The name of the company is "..................S.R.L.".

OBJECT

ARTICLE TWO-The purpose of the company is to engage in the distribution and marketing of
household appliances. Likewise, the company may engage in activities directly related, related
or connected to the business activity described in the preceding paragraph.

Likewise, the corporate purpose is understood to include the acts whose purpose is to exercise
the rights or fulfill the obligations, legal or conventional, derived from the existence and
activity of the company.

ADDRESS
THIRD ARTICLE-Thecorporation establishes its domicile in the city of Chimbote, however, it
may establish branches, agencies, subsidiaries or representatives in any place in the country or
abroad.

DURATION

ARTICLE FOURTH: Theterm of the duration of the corporation is for an indefinite period of
time, starting its activities as of the date of the public deed that originates these minutes.

TITLE TWO

CAPITAL AND PARTICIPATIONS

CAPITAL STOCK

ARTICLE FIFTH: The subscribed capital is S/.................... (..................Nuevos Soles), and is

divided into ................ shares of S/.................. (..................Nuevos Soles) each, fully paid.

COMPANY SHARES

ARTICLE SIXTH.-Allparticipation is equal, indivisible and cumulative.

The corporation shall only admit the exercise of the rights deriving therefrom to a single
person.

All shares belonging to a partner must be represented by a single person.

If by sale, inheritance or other title one or more participations become the property of several
persons, these shall designate one person, who shall designate only one person for the
exercise of such rights, but they shall be jointly and severally liable for the obligations deriving
from the quality of partners. The appointment of the representative shall be made by means
of a simple letter with notarized signature, signed by the co-owners representing more than
fifty percent of the rights and shares of the co-ownership interests.

REGISTER OF SHARES

ARTICLE SEVENTH: Theshares of the members are recorded in the public deed of
incorporation. Transfers made and other acts relating to the shares or having as their object
the exercise of the rights inherent to them, must be recorded in a public deed and registered
in public registries.

RIGHT OF FIRST REFUSAL

ARTICLE EIGHTH: In thecase of transfer of shares, the right of acquisition is established in favor
of the remaining shareholders of the corporation.

In such case, the shareholder wishing to transfer his shares shall notify the general manager in
writing, who shall inform the other shareholders within a period not exceeding ten working
days.

The other shareholders may exercise their right of first refusal within thirty working days of
receipt of the notice.

The acquisition will be made pro rata to the shares held by the acceptors.
In the event that no shareholder exercises the preferential acquisition right, and within the
thirty-day period referred to above, the Company may acquire the shares to be redeemed,
with the consequent reduction of the capital stock.

Upon expiration of the term, if the preference has not been exercised or the shareholders'
meeting has not decided on the acquisition of the shares, the shareholder shall be free to
transfer his shares in the form and manner he deems convenient.

Any transfer of shares to persons outside the corporation must be made in accordance with
the provisions of this article and article 291 of the General Corporation Law, under penalty of
nullity.

In the event of the death of one of the partners, the right of preferential acquisition by the
other partners shall also take precedence, in accordance with Article 290 of the General
Corporation Law. The period for the other partners to exercise the preference shall be thirty
days after the general manager notifies the death of the partner.

Likewise, in the event of a capital increase, shareholders have the right of first refusal on the
shares created.

FORMALITIES FOR THE TRANSFER OF SHARES

ARTICLE NINTH.-Theact of transferring shares shall be carried out at a meeting called by the
general manager for such purpose within a period not to exceed ........... days of having been
requested in writing by the transferor and the acquirer, or either of them.

Once the transfer of shares has been executed in writing, the company must execute the act of
transfer and the corresponding amendment of the bylaws in a public deed, for their
registration in the records.

In the case of transfer of shares of shares by succession, the successors must communicate to
the company the testimony of the will or a certified copy of the intestate succession order with
the record of the registration of the same in the intestate succession registry, as applicable.

TITLE THREE

ORGANS OF THE COMPANY

CORPORATE BODIES

ARTICLE TEN.-Theorgans of the corporation:

a) The general meeting; and,

b) Management

TITLE FOUR

GENERAL MEETINGS

COMPOSITION OF THE GENERAL SHAREHOLDERS' MEETING

ARTICLE ELEVENTH-TheGeneral Meeting is composed of all the members and represents the
universality of the same.
It is the supreme authority of the corporation and its decisions, taken in accordance with the
requirements established by the bylaws and the general corporate law, are binding on all
partners, even those who have voted against or are absent, without prejudice to the rights
granted to them by law.

DOMICILE, CONVENING, QUORUM AND VOTING AT THE GENERAL SHAREHOLDERS' MEETING

ARTICLE TWELFTH:General Meetings shall be held at the registered office of the Company. In
any case, the general meeting may meet and validly adopt resolutions in a different place,
provided that all the shares are present or represented and it is unanimously agreed to hold
the meeting and the matters to be discussed at the meeting, which shall be recorded in the
respective minutes.

General meetings shall be called by the general manager. The requirements for convening a
meeting, quorum, adoption of resolutions, the right of separation of shareholders, increase or
reduction of capital stock, issuance of debentures and the elements for challenging resolutions
and all matters relating thereto shall be governed by the provisions of the general corporate
law.

The general meetings shall be chaired by the general manager and the secretary shall be the
person appointed by the general manager. In effect of these persons, those designated by the
board from among those present shall intervene.

HIGHER MAJORITIES

ARTICLE THIRTEENTH.-Thequorum provided for in Article 126 of the General Corporations Law
isrequired, whether on first or second call; and the favorable vote of a majority representing
not less than 70% of the subscribed shares in the following cases:

a) Reform the bylaws.

b) To waive the preemptive subscription right.

c) To agree to the capitalization of profits.

d) Agree to the formation of optional reserves, increase their value or change their use.

e) To agree on the repurchase of shares and order the measures to be taken with them.

DATE OF THE MANDATORY ANNUAL MEETING

ARTICLE FOURTEENTH.-Theannual meeting shall be held during the first quarter of each year,
on the date, at the time and place designated by the General Manager.

TITLE FIVE

MANAGEMENT

ARTICLE FIFTEENTH.-Theadministration of the corporation shall be in charge of one or more

managers who shall be appointed by the general meeting.

The position of manager is for an indefinite term.

GENERAL MANAGER
ARTICLE SIXTEENTH:If only one manager is elected, it shall be understood that he/she shall be
the general manager. If more than one manager is elected, it must be indicated which of them
will occupy the position of general manager.

The general manager is the executor of all the provisions of the general meeting and of the
management, having the legal, commercial and administrative representation of the company.

POWERS OF THE GENERAL MANAGER

ARTICLE SIXTEENTH.-TheGeneral Manager shall have the followingmain powers:

a) Represent the company before all kinds of political, administrative, judicial, labor, municipal
authorities, etc., with the general powers of the mandate and the special powers referred to in
the code of civil procedure, being able to substitute the power of attorney, revoke the
substitution and reassume it as many times as he/she deems necessary.

b) To direct the operations of the corporation.

c) Hiring and dismissing junior personnel and such employees as may be necessary for the
proper functioning of the corporation, establishing their attributions, responsibilities and
remuneration.

d) To use the seal of the corporation, to issue epistolary and telegraphic correspondence, to
see that the accounting is up to date, to inspect the books, documents and operations and to
dictate the necessary dispositions for the normal operation of the company.

e) To report to the General Meeting when so requested by the latter on the progress and state
of business.

f) Collect the sums that may be owed to the corporation, providing proof of payment of the
respective amount.

g) Collect the sums that may be owed to the corporation, granting the respective voucher.

h) Enter into such contracts as may be necessary for the best development of the corporate
purpose, establishing the terms and conditions thereof.

i) To enter into any other contract and assume any other obligation not expressly enumerated
in this article that it may deem convenient for the corporation and the fulfillment of its
purposes.

j) To actively and passively lease and sublease furniture and/or real estate, establishing the
terms, lease amounts and other conditions.

k) Open, operate and close checking, savings and/or demand or time deposit accounts in
banking and financial institutions, draw against them with or without provision of funds,
request overdrafts, advances and, in general, make all kinds of direct and indirect credit
contracts, with or without specific guarantee, leasing and, in general, carry out all banking or
financial operations permitted by law.k) Open, operate and close current, savings and/or
demand or time deposit accounts in banking and financial institutions, draw against them with
or without provision of funds, request overdrafts, advances and, in general, enter into all kinds
of direct and indirect credit contracts, with or without specific guarantee, leasing and, in
general, carry out all banking or financial operations permitted by law.
l) Draw, collect, endorse, discount, accept, renew, guarantee bills of exchange, promissory
notes, checks, warrants, certificates of deposit and, in general, all kinds of securities, securities,
credit documents or documents representing goods or rights.

m) To prepare for each and every one of the areas, and submit, if applicable, for the approval
of the general meeting, the plans, programs, regulations, budgets and general policies of the
corporation.

n) Execute and enforce the resolutions and resolutions of the General Meeting.

o) To control the operation of the organization, to maintain custody of the assets of the
corporation and to adopt the necessary measures to achieve the greatest possible efficiency.

p) Comply with the other duties imposed by the bylaws, regulations, agreements and
resolutions of the general meeting.

SIXTH TITLE

AMENDMENT OF THE BYLAWS, CAPITAL INCREASE AND REDUCTION

AMENDMENT OF THE BYLAWS

ARTICLE EIGHTEENTH.-Thegeneral meeting may delegate to the management the power to

amend the bylaws under the conditions expressly referred to in such delegation.

The amendment of the bylaws and its effects are governed by the provisions of the general
corporate law.

CAPITAL INCREASE

ARTICLE NINETEENTH.- The capital may be increased when:

a) there are new contributions.

b) when credits against the company are capitalized.

c) when profits, reserves, benefits, capital premiums, results from exposure to inflation are
capitalized.

d) other cases provided for by law.

CAPITAL REDUCTION

ARTICLE TWENTY-THREE.-Thecorporation shall be obliged toreduce its capital when losses

have reduced the capital stock by more than fifty percent and one fiscal year has elapsed
without having been exceeded, except when there are legal or unrestricted reserves, or when
new contributions are made by the partners that assume said loss,

TITLE SEVEN

FINANCIAL STATEMENTS AND DIVIDENDS

FINANCIAL STATEMENTS AND DIVIDENDS

ARTICLE TWENTY-FIRST: The management shall prepare the annual report, the financial
statements and the proposal for the appropriation of profits, if any.
These documents must show, clearly and clearly, the economic situation of the company, the
state of its business and the results obtained in the fiscal year in progress.

The financial statements must be presented in accordance with the legal provisions in force
and generally accepted accounting principles.

LEGAL RESERVE

ARTICLE TWENTY-SECOND: Aminimum of 10% of distributable income for each fiscal year
must be allocated to a legal reserve until an amount equal to one-fifth of the capital stock is
reached.

DIVIDENDS

ARTICLE TWENTY THIRD.- The following rules shall apply for the distribution of profits:

a) The distribution of profits may only be made on the basis of financial statements prepared
at the close of a given period or at the cut-off date in special circumstances agreed by the
general meeting.

b) Dividends may only be distributed on account of profits obtained or unrestricted reserves,

and provided that the net worth is not less than the paid-in capital.

c) Interim dividends may be distributed.

TITLE NINE

DISSOLUTION AND LIQUIDATION

ARTICLE TWENTY FOURTH: The dissolution and liquidation of the company shall be affected in
accordance with Articles 407, 413 and following of the General Corporations Law.

TRANSITORY PROVISION

ONLY TRANSITORY PROVISION:Ms.XXXXXXX, whose identification data are described in the

introduction of these minutes, is hereby appointed as General Manager of the Company, and is
granted the powers contemplated in the bylaws for such position.

FINAL PROVISIONS

FIRST FINAL PROVISION: In all matters not provided for in these bylaws, reference shall be
made to the provisions of the General Corporations Law.

SECOND FINAL PROVISION: In theevent of a conflict of interest between the company and a
partner or group of partners, these shall be submitted to arbitration by an arbitration tribunal
composed of three experts in the matter, one of them appointed by mutual agreement of the
parties, who shall preside, and the others appointed by each of the parties.

If within ........ (......) days after the dispute has arisen, the appointment of the president of the
arbitration tribunal is not agreed upon, the president shall be appointed by the national and
foreign arbitration center of the lima chamber of commerce, whose rules shall be applicable to
the arbitration.

The award of the arbitral tribunal shall be final and unappealable, as well as binding on the
parties.
Please add, Mr. Notary, what is required by law and send the respective reports to the Registry
of Legal Entities of Lima.

.......................de...............de 20........

.................................................

SIGNATURE

How many Income Tax

categories are there?
In Peru there are five income tax categories. Each one has
different tax payment facilities and PQS tells you what each one
consists of.

SHARE

PUBLISHED JUNE 06

TAGSINCOME TAX INCOME TAXCATEGORIESTAXPAYERSTAXATIONCOMPANIES

REFERENCE PHOTO: SHUTTERSTOCK

Reader, Income Tax is the tax levied on the profits or income of individuals and
legal entities. Below we will tell you what types it has.

>REE:ABC of Taxation: What is Income Tax?

Income tax is paid by companies, employees on the payroll and self-employed,
apartment tenants who obtain or receive income with a certain frequency during the
year. During the course of the year, monthly tax payments and/or withholdings
must be made, depending on the type of income we have.

In Peru there are five income tax categories. Each one has different tax payment
facilities. The best known are the fourth and fifth, but PQS introduces you to what
each of these categories consists of and what they entail:

1. First category

Rent is generated on a month-to-month basis and tax is payable even if the rent
has not been paid. It is produced by the lease and/or assignment of real or
personal property. Example: rental of machinery, cars, trucks, houses, apartments,
etcetera.

2. Second category

There is an obligation to pay the tax when the rent is collected. They are those
arising from gains on marketable securities, investments of a right or capital
invested or gains on the transfer of real estate. Example: stocks, bonds, mutual
fund shares, royalties, interests, etc.

Third category

It is for companies and businesses. Income tax is levied on all income earned by
individuals and companies engaged in business activities. During the year, 12
monthly payments are made on account, where the payment cannot be less than
1.5% of net income.

4. Fourth category

There is an obligation to pay the tax when the fee is collected. They are produced
by the income received by individuals for their independent work, the per diems of
company directors, municipal councilors, regional councilors and the salaries of
state employees.

5. Fifth category
The employer, through a payroll, withholds a monthly income tax withholding from
the employee of an entity or company.