SC 13D/A

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

48,058,225

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

48,058,225

0001193125-24-081140.txt : 20240328 0001193125-24-081140.hdr.sgml : 20240328 20240328200658 ACCESSION NUMBER: 0001193125-24-081140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240328 DATE AS OF CHANGE: 20240328 GROUP MEMBERS: ANDEAN LFMA INVESTMENT LTD GROUP MEMBERS: AUREBERG ESTABLISHMENT GROUP MEMBERS: E. ABAROA FOUNDATION GROUP MEMBERS: JEAN-PAUL LUKSIC GROUP MEMBERS: KUPFERBERG ESTABLISHMENT GROUP MEMBERS: METALINVEST ESTABLISHMENT GROUP MEMBERS: SEVERE STUDERE FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUENAVENTURA MINING CO INC CENTRAL INDEX KEY: 0001013131 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51227 FILM NUMBER: 24801562 BUSINESS ADDRESS: STREET 1: AVE CARLOS VILLARAN 790 CITY: LIMA STATE: R5 ZIP: 13 BUSINESS PHONE: 5114192536 MAIL ADDRESS: STREET 1: AV. CARLOS VILLARAN 790 CITY: LIMA STATE: R5 ZIP: 13 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANTOFAGASTA PLC/FI CENTRAL INDEX KEY: 0001092629 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK HOUSE 16 FINSBURG CIRCUS STREET 2: 44 171 282 7395 CITY: LONDON ENGLAND STATE: X0 ZIP: EC1A 4JJ FORMER COMPANY: FORMER CONFORMED NAME: ANTOFAGASTA HOLDINGS PLC /FI DATE OF NAME CHANGE: 19990805 SC 13D/A 1 d819940dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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, Adam Brenneman 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)

March 27, 2024

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**	This CUSIP number applies to the American Depositary Shares (as defined herein).

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.)


CUSIP No. 204448104		Page 2 of 13


1		NAME OF REPORTING PERSON Antofagasta plc
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 204448104		Page 3 of 13


1		NAME OF REPORTING PERSON Andean LFMA Investment Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom


CUSIP No. 204448104		Page 4 of 13


1		NAMES OF REPORTING PERSONS Metalinvest Establishment
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein


CUSIP No. 204448104		Page 5 of 13


1		NAMES OF REPORTING PERSONS Kupferberg Establishment
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein


CUSIP No. 204448104		Page 6 of 13


1		NAMES OF REPORTING PERSONS Aureberg Establishment
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein


CUSIP No. 204448104		Page 7 of 13


1		NAMES OF REPORTING PERSONS E. Abaroa Foundation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein


CUSIP No. 204448104		Page 8 of 13


1		NAMES OF REPORTING PERSONS Severe Studere Foundation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein


CUSIP No. 204448104		Page 9 of 13


1		NAMES OF REPORTING PERSONS Jean-Paul Luksic
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Chile


CUSIP No. 204448104		Page 10 of 13

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 15, 2023, as amended and supplemented by Amendment No. 1 filed on January 25, 2024, Amendment No. 2 filed on February 26, 2024 and Amendment No. 3 filed on March 13 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the ADSs. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. All percentages set forth in this Amendment 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.

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Issuer’s annual general shareholders’ meeting was held on March 27, 2024. As disclosed by the Issuer in a Hecho de Importancia filed with the Superintendencia del Mercado de Valores in Peru on March 27, 2024, at the meeting Iván Arriagada Herrera, Antofagasta’s Chief Executive Officer, and Andrónico Luksic Lederer, Antofagasta’s Vice President of Development, were elected to the Board to fill the vacancies created by the approval of the Board Size Amendment, and became directors of the Issuer as of March 27, 2024.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended to add the following Exhibit:

6. Hecho de Importancia publicly filed by the Issuer on March 27, 2024 with the Superintendencia del Mercado de Valores in Peru

Schedule 1 of the Original 13D is hereby amended and restated in its entirety as follows:

Schedule 1

Directors and Executive Officers of Antofagasta plc


Board of Directors	Business Address	Principal Occupation or Employment	Citizenship
Jean-Paul Luksic	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Francisca Castro	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Ramón Jara	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Juan Claro	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Andrónico Luksic Craig	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Vivianne Blanlot	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Michael Anglin	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	United States

Tony Jensen	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	United States

Eugenia Parot	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Chile

Heather Lawrence	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	United Kingdom

Tracey Kerr	103 Mount Street, London, United Kingdom, W1K 2TJ	Non-executive Director	Australia/United Kingdom


Executive Officers	Business Address	Title	Citizenship
Iván Arriagada	103 Mount Street, London, United Kingdom, W1K 2TJ	Chief Executive Officer	Chile

Mauricio Esteban Ortiz Jara	103 Mount Street, London, United Kingdom, W1K 2TJ	Chief Financial Officer	Chile

Andrónico Luksic L.	103 Mount Street, London, United Kingdom, W1K 2TJ	Vice President of Development	Chile

Schedule 3 of the Original 13D is hereby amended and restated in its entirety as follows:

Schedule 3

Directors of Metalinvest Establishment

Schedule 4 of the Original 13D is hereby amended and restated in its entirety as follows:

Schedule 4

Directors of Kupferberg Establishment

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: March 28, 2024


		ANTOFAGASTA PLC

By:		/s/ Iván Arriagada
Name:		Iván Arriagada
Title:		Chief Executive Officer

By:		/s/ Andrónico Luksic Lederer
Name:		Andrónico Luksic Lederer
Title:		Vice President of Development

		ANDEAN LFMA INVESTMENT LIMITED

By:		/s/ Iván Arriagada
Name:		Iván Arriagada
Title:		Authorised Signatory

By:		/s/ Andrónico Luksic Lederer
Name:		Andrónico Luksic Lederer
Title:		Authorised Signatory

		METALINVEST ESTABLISHMENT

By:		/s/ Davor Luksic Lederer
Name:		Davor Luksic Lederer
Title:		Director

By:		/s/ Dr. Johannes Burger
Name:		Dr. Johannes Burger
Title:		Director


		KUPFERBERG ESTABLISHMENT

By:		/s/ Davor Luksic Lederer
Name:		Davor Luksic Lederer
Title:		Director

By:		/s/ Dr. Johannes Burger
Name:		Dr. Johannes Burger
Title:		Director

		AUREBERG ESTABLISHMENT

By:		/s/ Dr. Thomas Müller
Name:		Dr. Thomas Müller
Title:		Director

By:		/s/ PERCURO Trust Establishment
Name:		PERCURO Trust Establishment
Title:		Director

		E. ABAROA FOUNDATION

By:		/s/ Jean-Paul Luksic Fontbona
Name:		Jean-Paul Luksic Fontbona
Title:		Member of the Foundation Council

By:		/s/ Dr. Johannes Burger
Name:		Dr. Johannes Burger
Title:		Member of the Foundation Council

		SEVERE STUDERE FOUNDATION

By:		/s/ Jean-Paul Luksic Fontbona
Name:		Jean-Paul Luksic Fontbona
Title:		Member of the Foundation Council

By:		/s/ Dr. Mario König
Name:		Dr. Mario König
Title:		Member of the Foundation Council

		JEAN-PAUL LUKSIC

By:		/s/ Jean-Paul Luksic

EX-99.6 2 d819940dex996.htm EX-99.6 EX-99.6

Exhibit 6

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Spanish, and in case of any divergence, discrepancy or difference between this version and the Spanish version, the Spanish version shall prevail. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at their own risk.

COMPAÑIA DE MINAS BUENAVENTURA S.A.A.

Wednesday, March 27, 2024

Sirs.

Superintendency of the Securities Market

Present.

MATERIAL FACT : Notice of Resolutions of the Convened Shareholders’ Meeting

In accordance with the provisions of the Regulation of Material Facts and Reserved Information, approved by Resolution SMV No. 005-2014-SMV/01, we communicate the following information:

Legal Entity : COMPAÑIA DE MINAS BUENAVENTURA S.A.A.

Type of Meeting : General Shareholders’ Meeting

Date : 03/27/2024

Time : 08:00 a.m.

Description Material Fact : THE 6 ITEMS PROPOSED TO THE GENERAL SHAREHOLDERS’ MEETING WERE APPROVED BY THE SHAREHOLDERS IN ATTENDANCE.

Comments :

The following items were discussed:

•

Election or Removal of Directors

•

Approval of the Social Management (Financial Statements and Annual Report)

•

Distribution or Application of Profits

•

Remuneration to the Board of Directors -–fiscal year 2023: THE PROPOSED REMUNERATION TO THE BOARD OF DIRECTORS FOR THE YEAR 2023 WAS APPROVED.

•

Appointment of external auditors for fiscal year 2024: APPROVED THE APPOINTMENT OF THE FIRM TANAKA, VALDIVIA Y ASOCIADOS, PARTNERS IN PERU OF EY, AS OUR EXTERNAL AUDITORS FOR FISCAL YEAR 2024.

•

Report on ESG criteria: INFORMATIVE MATTER NOT SUBJECT TO APPROVAL.

INFORMATION ON THE DISTRIBUTION OR APPROPRIATION OF EARNINGS

Details of the Profit Distribution:

THE PROPOSED DIVIDEND DISTRIBUTION WAS APPROVED.

Details of Cash Dividend Delivery

Concept: Cash Dividends Results

Concept: Accumulated Results

Year: 2014

Amount to be Distributed: $20,000,000

Detail of Dividends per Share

Type of Stock: BUENAVC1 - COMMON STOCK

Number of Shares: 274,889,924

Amount of Dividend per Share: $0.0726

Remarks:

Type of Stock: BUENAVI1 - INVESTMENT STOCK

Number of Shares: 774,640

Amount of Dividend per Share: $0.0726

Remarks:

Digitally Signed by:

DANIEL DOMINGUEZ VERA

Date: 03/27/2024 12:26:39 p.m

COMMUNICATION DETAILS OF RECORD DATE AND DELIVERY FOR DISTRIBUTION OR APPLICATION OF PROFITS

Earnings Distribution Concept: 2014-Accumulated Results,

Type of Security: GOODVC1 COMMON STOCK

Record Date: 04/18/2024

Security Type: BUENAVC1 COMMON STOCK

Delivery Date: 05/03/2024

Security Type: BUENAVI1 INVESTMENT STOCK

Record Date: 04/18/2024

Security Type: BUENAVI1 INVESTMENT STOCK

Delivery Date: 05/03/2024

Observations: Note 1: The Dividend corresponding to Common Shares also applies to the holders of ADR’s, being one (1) ADR equivalent to one (1) common share.

Note 2: The record date and payment date for ADR holders will be communicated when established by the Bank of New York Mellon (depositary bank).

FINANCIAL REPORTING COMMUNICATION DETAILS

Type of Information: Audited Annual Individual and Annual Report

Reporting Period: 2023

Comments:

COMMUNICATION DETAILS OF CHANGES IN SHAREHOLDING AND POSITIONS OF RELATED PARTIES

Comments: THE TWO DIRECTORS APPOINTED ARE IN ADDITION TO THE SEVEN MEMBERS ELECTED BY THE GENERAL SHAREHOLDERS’ MEETING HELD ON MARCH 31, 2023, WHICH APPOINTED THE BOARD OF DIRECTORS FOR THE PERIOD MARCH 2023 - MARCH 2026.

Type of Related: BOARD OF DIRECTORS

Type of Movement: CHANGE

BOARD OF DIRECTORS: ARRIAGADA HERRERA, IVAN DAGOBERTO

Position: DIRECTOR

Initial Dates: 03/27/2024

Independent Director: NO

Type of Relation: BOARD OF DIRECTORS

Type of Movement: CHANGE

BOARD OF DIRECTORS: LUKSIC LEDERER, ANDRONICO GUILLERMO

Position: DIRECTOR

Initial Dates: 03/27/2024

Independent Director: NO


RELATION TYPE	NAME	POSITION
BOARD OF DIRECTORS	ARRIAGADA HERRERA, IVAN DAGOBERTO	DIRECTOR
BOARD OF DIRECTORS	BENAVIDES GANOZA, RAUL EDUARDO PEDRO	DIRECTOR
BOARD OF DIRECTORS	BENAVIDES GANOZA, ROQUE EDUARDO	PRESIDENT OF THE BOARD OF DIRECTORS
BOARD OF DIRECTORS	BERNEX WEISS DE FALEN, NICOLE EDEL LAURE MARIE	DIRECTOR
BOARD OF DIRECTORS	BETZHOLD HENZI, JORGE F.	DIRECTOR
BOARD OF DIRECTORS	CHAMPION, WILLIAM HENRY	DIRECTOR
BOARD OF DIRECTORS	DE LA TORRE DE LA PIEDRA, DIEGO EDUARDO M	DIRECTOR
BOARD OF DIRECTORS	LUKSIC LEDERER, ANDRONICO GUILLERMO	DIRECTOR
BOARD OF DIRECTORS	ZALDIVAR GARCIA, MARCO ANTONIO	DIRECTOR

Cordially,

DANIEL DOMINGUEZ VERA

STOCK REPRESENTATIVE

COMPAÑIA DE MINAS BUENAVENTURA S.A.A.