SHARE USUFRUCT CONTRACT

066

The usufructuary contract of shares entered into by a party............. is hereby

recorded. identified with ............, domiciled at ........., dulyrepresented by ..........,
hereinafter referred to as THE USUFRUCTUA-
RIA; and, on the other hand, ......... identified with .........., with address for these
purposes at .........., hereinafter referred to as THE OWNER; under the terms
contained in the following clauses:

CLAUSE ONE.- THE OWNER owns a total of ......... shares representing .....% of the
share capital of the company ............ These shares are represented by the Stock
Certificate No. ........, and have a par value of S/. …….. each, fully subscribed and fully
paid.

CLAUSE TWO.- By this contract, THE OWNER hereby constitutes a right of usufruct
for valuable consideration over the shares described in the preceding clauseterior, in
favor of THE USUFRUCTUARY under the terms set forth in this documentmento. In
consideration thereof, THE USUFRUCTUARY undertakes to pay to THE OWNER a
one-time lump sum of S/...... (….. and 00/100 nuevos soles) at the signing of this
document.

CLAUSE THREE.- The parties agree that this agreement shall have a term of ........
which shall be computed as of the date of execution of this documentfor all legal and
any other purposes between the parties. However, the parties may terminate this
usufruct by mutual agreementat any time prior to the original expiration.

CLAUSE FOUR: THE USUFRUCTUARY shall have the following rights, without
reservation or limitation, with respect to the usufructuated shares, during the term of
this contract:
a) The full and unrestricted right to participate and vote in all General Shareholders'
Meetings of the Company, including Annual Compulsory Meetings, and to
exercisethe right to vote and all political rights directly or indirectly related to the
ownership of the shares, without any reservation or limitation whatsoever.
b) The right to participate in the dividends corresponding to the shares made
available during the usufruct period.

CLAUSE FIFTH.- THE OWNER shall retain and/or have the following rights: a) The
right to supervise the management of the corporate business in the manner
established by law and by the bylaws of the corporation.
c) All rights related, directly or indirectly, to the ownership of the shares, not
contemplated in the preceding paragraph.
d) The preemptive right to subscribe shares in the event of an increase in the
company's capital. The shares subscribed by THE OWNER in such capital
increases shall be deemed to be instantly subject to usufruct in accordance with
the terms and stipulations contained in this instrument.
SIXTH CLAUSE. The shares derived from the capitalization of profits or revaluation
surpluses, especially those corresponding to capitalizations that have been agreed
upon or will be agreed upon in the future by the General Shareholders' Meeting of the
company, shall belong to THE OWNER, but shall also be subject to the usufruct in
favor of THE USUFRUCTUARY, under the same terms and stipulations of this
contract.

SEVENTH CLAUSE.- At the time of signing this document, THE OWNER and THE
USUFRUCTUARY sign a joint communication addressed to the corporation so that
the latter may proceed to register this usufruct in its share registration book, in
accordance with the General Companies Law.

CLAUSE EIGHTH.- The intervening parties waive their own jurisdictions and submit to
the jurisdiction of the judges of ........., indicating as their domiciles those indicated in
this contract, where all notifications and communications that may arise shall be sent.
The change of domicile shall only take effect ten days after notification to the other
party.

CLAUSE NINTH.- In all matters not provided for by the parties hereto, ambas submit
to the provisions of the Civil Code and other applicable provisions of the legal system.

In conformity, the parties hereto have signed this document in the city of ......, at ........
days of the month......de...........

COMMENT
Utility: This model can be used to enter into a share usufruct contract whereby
the owner confers to the usufructuary the power to enjoy the shares.
Formalities: The share usufruct contract is not a formal contract, so it may not be
entered into orally or in writing. However, it must be communicated to the
company to be recorded in the share registration book.