Obligation Camposole 10.5% ( USP19189AC69 ) en USD

Camposole

100 % ▼

Perou

USP19189AC69 ( en USD )

10.5% par an ( paiement semestriel )

14/07/2021 - Obligation échue

Prospectus brochure de l'obligation Camposol USP19189AC69 en USD 10.5%, échue

2 000 USD

147 900 000 USD

P19189AC6

N/A

Camposol est un vaste complexe résidentiel et de loisirs situé près de Mazarrón, dans la région de Murcie, en Espagne.

L'Obligation émise par Camposole ( Perou ) , en USD, avec le code ISIN USP19189AC69, paye un coupon de 10.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2021

LISTING MEMORANDUM

Camposol S.A.
US$147,490,000 Principal Amount of 10.50% Senior Secured Notes due 2021
Camposol S.A. (the "Company," "we," "us" or "our"), a corporation (sociedad anónima) organized under the laws of Peru, offered to Eligible
Holders of its 9.875% Notes due 2017 (the "Existing Notes"), on the terms and subject to the conditions set forth in the exchange offer memorandum
dated April 11, 2016 and in the supplemental exchange offer memorandum dated May 5, 2016 (as it may be amended, modified or supplemented
from time to time, the "Exchange Offer Memorandum"), the opportunity to exchange any and all of their Existing Notes for newly issued
U.S. Dollar-denominated 10.50% Notes due 2021, issued by us (the "New Notes"), as described in the Exchange Offer Memorandum (the "Exchange
Offer").
The New Notes are unconditionally and irrevocably guaranteed by (i) Camposol Holding Ltd. (the "Parent Guarantor"), and (ii) each of
Campoinca S.A. and Marinazul S.A. (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"). The New
Notes are secured by a first priority lien and security interest over certain real estate assets consisting of land, crops, buildings, machinery and
equipment and all licenses, including water licenses, related thereto (the "Real Estate") formerly owned by the Company that have been transferred to
La Fiduciaria S.A., as Peruvian Trustee and Peruvian Collateral Agent (the "Peruvian Trustee and Collateral Agent"), in order to create a bankruptcy
remote trust (patrimonio fideicometido) (the "Peruvian Trust") pursuant to a guaranty trust agreement (Fideicomiso de Garantía) governed by
Peruvian laws (the "Peruvian Trust Agreement"). The Real Estate transferred to the Peruvian Trustee and Collateral Agent pursuant to the Peruvian
Trust Agreement will also serve as collateral for the Existing Notes.
We may redeem the New Notes in whole or in part at any time at the redemption prices set forth herein. See "Description of the New Notes--
Optional Redemption." In addition, we may redeem the New Notes, in whole but not in part, at 100% of their principal amount plus accrued interest
and additional amounts, if any, upon the occurrence of specified events relating to Peruvian or Cypriot tax law, all as described under "Description of
the New Notes--Redemption for Taxation Reasons."
The New Notes and the guarantees were issued pursuant to an indenture dated as of May 27, 2016 (the "New Indenture") among us, the Parent
Guarantor, the Subsidiary Guarantors, and The Bank of New York Mellon, as trustee, registrar, principal paying agent and transfer agent, and to be
acknowledged by La Fiduciaria S.A., as Peruvian trustee and collateral agent. A copy of the New Indenture will be available upon submitting a
request to the Company.
Participating in the Exchange Offer involved risks. See "Risk Factors" beginning on page 15 of this Listing Memorandum (the "Listing
Memorandum") for a discussion of the risks eligible holders considered prior to tendering their Existing Notes for New Notes in the
Exchange Offer.
Delivery of the New Notes and the guarantees was made in book-entry form through the facilities of The Depository Trust Company ("DTC")
and its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"), on May 27, 2016.
The New Notes and the guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). As a result, holders within the United States or who are U.S. persons were eligible to participate in the Exchange Offer only if they were
"qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A"). Offers and issuances of the New Notes
and the guarantees to non-U.S. persons outside the United States were made in offshore transactions in reliance on Regulation S under the Securities
Act ("Regulation S"). We refer to Holders of Notes who meet the foregoing criteria as "Eligible Holders."
Application has been made to list the New Notes on the Euro MTF market of the LuxSE.
THE LISTING MEMORANDUM IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC, AS AMENDED) AND RELATED IMPLEMENTATION MEASURES IN MEMBER
STATES ("QUALIFIED INVESTORS").
ANY OFFER OR SALE OF NEW NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED DIRECTIVE 2003/71/EC (THE ``PROSPECTUS DIRECTIVE'') MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS
DEFINED IN THE PROSPECTUS DIRECTIVE).
This Listing memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005,
as amended.
We have applied to register the New Notes with the Investment Recordkeeping (Archivos de Expedientes de Inversión) of each of the Peruvian
Private Pension Fund Administrators that is an Eligible Holder so that such Peruvian Private Pension Fund Administrators may invest in the New
Notes, as required by Peruvian law. Neither the New Notes, nor this Exchange Offer have been and will not be registered with the Peruvian
Securities Market Superintendency (the "Superintendencia del Mercado de Valores" or the "SMV"). Therefore, the New Notes may not be offered in
the Republic of Peru or any other jurisdiction, except in compliance with the securities laws thereof.
Dealer Managers
BofA Merrill Lynch
J.P. Morgan
The date of this Listing Memorandum is May 3, 2017

TABLE OF CONTENTS

Page
Page
IMPORTANT INFORMATION ABOUT THIS
Management's Discussion and Analysis of
LISTING MEMORANDUM ................................. ii
Financial Condition and Results of Operations .... 51
NOTICE TO INVESTORS ......................................iii
Industry ................................................................... 83
Available Information ..............................................iii
Business .................................................................. 95
Market and Industry Information ............................. iv
Regulatory Environment ....................................... 117
Enforceability of Civil Liabilities ............................ iv
Manageme nt......................................................... 121
Cautionary Statements Regarding Forward-
Shareholders.......................................................... 126
Looking Statements.............................................. vii
Certain Transactions with Related Parties ............ 127
Presentation of Financial and Other Information ..... ix
Description of the New Notes ............................... 128
Summary ................................................................... 1
Taxation ................................................................ 182
Risk Factors ............................................................ 16
Transfer Restrictions ............................................. 187
Exchange Rates ....................................................... 39
Legal Matters ........................................................ 189
Capitalization .......................................................... 40
Independent Auditors ............................................ 189
Recent Results of Operations .................................. 41
Available Information ........................................... 189
Selected Consolidated Financial and Other
General Information .............................................. 190
Information .......................................................... 47
Index to Financial Statements ............................... F-1

IMPORTANT INFORMATION ABOUT THIS LISTING MEMORANDUM
The issuance and offer of the New Notes and the guarantees have not been approved or disapproved by the
U.S. Securities and Exchange Commission (the "SEC"), any State securities commission in the United States or any
other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
Exchange Offer or the accuracy or adequacy of this Listing Memorandum. Any representation to the contrary is a
criminal offence in the United States.
This Listing Memorandum contains important information which should be read carefully before any
decision is made to purchase New Notes. If prospective purchasers are in any doubt as to the action they should
take, prospective purchasers should seek their own financial advice, including in respect of any tax consequences,
immediately from their stockbroker, bank manager, accountant or other independent financial adviser.
This Listing Memorandum is based on information provided by us and by other sources that we believe are
reliable. This Listing Memorandum summarizes certain documents and other information, and we refer prospective
purchasers of New Notes to them for a more complete understanding of the summary contained in this Listing
Memorandum. J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer
Managers") have not independently verified any of the information contained in this Listing Memorandum and
cannot assure prospective purchasers of New Notes that this information is accurate, truthful or complete. Nothing
contained in this Listing Memorandum is, or should be relied upon as, a promise or representation of the Dealer
Managers as to the past or the future. In making a decision regarding the purchasing New Notes, prospective
purchasers of New Notes must rely on their own examination of us and the terms of the New Notes and the
guarantees, including the merits and risks involved.
In making a decision of whether or not to purchase New Notes, prospective purchasers of New Notes
should rely only on the information contained in this Listing Memorandum. We have not authorized any person to
provide prospective purchasers with additional, different or inconsistent information, except as contemplated in the
preceding paragraph. If anyone provides prospective purchasers with additional, different or inconsistent
information, prospective purchasers should not rely on it. We take no responsibility for, and can provide no
assurance as to the reliability of, any information that others may provide you. Prospective purchasers should
assume that the information contained in this Listing Memorandum is accurate only as of its date.
We have taken reasonable care to ensure that the information contained herein has been prepared with due
care and is true and correct in all material respects and is not misleading in any material respect as of the date of this
listing memorandum in the context of the listing of the securities. We affirm that, to the best of their knowledge,

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nothing has come to their attention that any part of the information contained herein is inaccurate in any material
respect or that any relevant information has been omitted herefrom and accept responsibility accordingly.
We are not making any representation to any prospective purchaser of New Notes regarding the legality of
an investment in the New Notes and the guarantees by the participant under any legal investment or similar laws or
regulations. Prospective purchasers of New Notes should not consider any information in this Listing Memorandum
to be legal, business or tax advice. Prospective purchasers of New Notes should consult their own attorney, business
adviser and tax adviser for legal, business and tax advice regarding acquiring the New Notes and the guarantees.
Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.
The New Notes will initially be available in book entry form only. The New Notes were issued in the form
of one or more registered global notes without coupons, registered in the name of a nominee of DTC, as depositary,
for the accounts of its direct and indirect participants including Euroclear and Clearstream. Beneficial interests in the
global New Notes were shown on, and transfers of beneficial interests in the global New Notes will be effected only
through, records maintained by DTC and its respective participants. After the initial issuance of the global New
Notes, certificated New Notes will be issued in exchange for global New Notes only in the limited circumstances set
forth in the New Indenture governing the New Notes and the guarantees.

NOTICE TO INVESTORS
This Listing Memorandum has been prepared by us solely for use in connection with prospective purchases
of New Notes and the listing of the New Notes in Luxembourg. This Listing Memorandum does not constitute an
offer or an invitation to purchase New Notes in any jurisdiction in or from which, or to any person to whom, it is
unlawful to make such offer or invitation under applicable laws. We are not, and the Dealer Managers are not,
making an offer to sell the New Notes in any jurisdiction where the offer is not permitted.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this Listing Memorandum and participation in the Exchange Offer and (ii) obtain
any consent, approval or permission required to be obtained by you for the acquisition, offer or sale by you of the
New Notes and the guarantees and participation in the Exchange Offer under the laws and regulations applicable to
you in force in any jurisdiction to which you are subject or in which you make such acquisition, offers or sales. The
distribution of this Listing Memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this Listing Memorandum comes are required by us and the Dealer Managers to inform themselves
about, and to observe, any such restrictions. Neither we nor the Dealer Managers or their affiliates shall have any
responsibility therefor.
AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with resale of New Notes, we
are required under the terms of the New Indenture, upon the request of a holder of Rule 144A New Notes or
Regulation S New Notes, to furnish to such holder and any prospective purchaser designated by such holder the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request we
are neither a reporting company under Section 13 or Section 15(d) of the Exchange Act, nor exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act.
The New Indenture further requires that we furnish to the trustee all notices of meetings of the holders of
New Notes and other reports and communications that are generally made available to holders of the New Notes. At
our request, the trustee is required under the New Indenture to mail these notices, reports and communications
received by it from us to all record holders of the New Notes promptly upon receipt.
We will make available to the holders of the New Notes and the guarantees, at the corporate trust office of
the trustee at no cost, copies of the New Indenture.

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The Parent Guarantor and the Company regularly publish press releases in which a discussion of our results
of operations for the interim quarterly periods in each fiscal year. We hereby incorporate by reference our results of
operations published from time to time in the Peruvian and international markets, including our press releases
relating to our interim financial results for the period ended December 31, 2016, as published on our website. No
other information included on our website is incorporated by reference herein.
MARKET AND INDUSTRY INFORMATION
We make statements in this Listing Memorandum about the Peruvian and global agricultural and
aquaculture industry. These statements are based on statistics and other information derived principally from reports
published by the Food and Agriculture Organization, or FAO, the International Trade Center, or ITC, the United
States Department of Agriculture, or USDA, the United States International Trade Commission, or USITC, the Hass
Avocado Board, the Peruvian Ministry of Agriculture, the Peruvian Central Bank and the Peruvian National
Superintendency of Tax Administration. The statistics presented have not been independently verified by us and the
Dealer Managers or our respective advisors, and we make no representation as to the accuracy of such facts and
statistics, which may not be consistent with other information compiled within or outside the jurisdictions specified.
Due to possibly flawed or ineffective collection methods and other problems, the statistics herein may be inaccurate,
incomplete or may not be comparable to statistics produced from other sources and should not be unduly relied
upon. In addition, there can be no assurance that they are stated or compiled on the same basis or with the same
degree of accuracy as may be the case elsewhere.
ENFORCEABILITY OF CIVIL LIABILITIES
Camposol S.A., as well as Marinazul S.A. and Campoinca S.A., the Subsidiary Guarantors of the New
Notes, are companies organized and existing under the laws of Peru, and Camposol Holding Ltd., the Parent
Guarantor of the New Notes, is a company organized and existing under the laws of Cyprus. The majority of the
directors and officers of Camposol Holding Ltd., Marinazul S.A., Campoinca S.A. and Camposol S.A. reside in Peru
or elsewhere outside the U.S., and all or a significant portion of the assets of such persons may be, and substantially
all of our assets are, located in Peru or elsewhere outside the United States. As a result, it may not be possible for
investors to effect service of process upon such persons or entities outside Peru or to enforce against any of them, in
the courts of jurisdictions other than Peru, any judgments obtained in such courts that are predicated upon the laws
of such other jurisdictions or enforce against any of them, in Peruvian courts, judgments obtained in jurisdictions
other than Peru, including judgments obtained in respect of the New Notes and the guarantees or the New Indenture
governing the New Notes and the guarantees, or the indenture dated as of February 2, 2012, among us, as Issuer,
Camposol Holding Ltd., as Parent Guarantor, Campoinca S.A. and Marinazul S.A., as Subsidiary Guarantors, Wells
Fargo Bank, National Association, as Trustee, Registrar, Paying Agent and Transfer Agent and Société Générale
Bank and Trust, as Luxembourg Listing Agent, Luxembourg Paying Agent and Luxembourg Transfer Agent,
pursuant to which the Existing Notes were issued (as amended or supplemented, the "Existing Indenture"), in New
York courts, unless such judgments fulfillment with the requirements described below.
We have been advised by our Peruvian counsel, Rebaza Alcazar & De las Casas Abogados Financieros,
that any final and conclusive judgment for a fixed and definitive sum obtained against us, Marinazul S.A. and/or
Campoinca S.A. in any foreign court having jurisdiction in respect of any suit, action or proceeding against us,
Marinazul S.A. and/or Campoinca S.A. for the enforcement of any of our or their obligations under the New Notes
and the guarantees and the New Indenture that are governed by New York law will, upon request, be deemed valid
and enforceable in Peru through an exequatur judiciary proceeding, without the local court reopening or
reexamining the case, reviewing the merits of the cause of action in respect to which such judgment was given or re-
litigating the merits adjudicated upon; provided that:
the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts, and the
matters contemplated by the New Indenture or in respect of this Listing Memorandum or the New
Notes and the guarantees are not matters under the exclusive jurisdiction of Peruvian courts;
the relevant foreign court had jurisdiction under its own private international conflicts of law rules and
under general principles of international procedural jurisdiction;

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the defendant was served in accordance with the laws of the place where the proceeding took place,
was granted a reasonable opportunity to appear before such foreign court, and was guaranteed due
process rights;
the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
there is no pending litigation in Peru between the same parties for the same dispute which shall have
been initiated before the commencement of the proceeding that concluded with the foreign judgment;
the foreign judgment is not incompatible with another judgment that fulfills the requirements of
recognition and enforceability established by Peruvian law unless such foreign judgment was rendered
first;
the foreign judgment is not contrary to public policy (orden público) or good morals;
a proceeding for the recognition and enforcement of the foreign judgment is followed, in which
(i) powers of attorney are granted by the party intending to enforce the foreign judgment to its
representative in Peru; (ii) an original or a copy of the judgment, authenticated according to the rules of
the place where the judgment was issued and duly authenticated or certified by the respective Peruvian
Consulate, or appostilled if the country of the court rendering the judgment is a signatory to the Hague
Appostille Convention, is filed before the competent court in charge of its enforceability in Peru;
(iii) the judgment is filed accompanied by a certified and officially translated copy by a Public
Translator registered in Peru if it is not already in Spanish and (iv) the applicable court taxes or filing
fees have been paid; and
there is in effect a treaty between the country where said foreign courts sits and Peru regarding the
recognition and enforcement of foreign judgments. In the absence of such a treaty, the reciprocity rule
is applicable (such reciprocity rule being presumed), under which a judgment given by a foreign court
of competent jurisdiction will be admissible in the Peruvian courts and will be enforced, unless
according to such foreign law: (i) judgments issued by Peruvian courts are not admissible in such
foreign country or (ii) judgments issued by Peruvian courts are subject to re-examination by such court
of competent jurisdiction of the issues considered therein.
We have no reason to believe that any such judgment would be under the exclusive jurisdiction of Peruvian
courts or that any of our obligations under the New Indenture and the New Notes and the guarantees, which are
governed by the laws of the State of New York, would be contrary to Peruvian public policy (orden público) and
international treaties binding upon Peru or generally accepted principles of international law. No treaty exists
between the United States and Peru for the reciprocal enforcement of foreign judgments. Peruvian courts, however,
have enforced judgments rendered in the United States based on legal principles of reciprocity and comity.
We have been advised by our Cypriot counsel, Harneys, Aristodemou Loizides Yiolitis LLC, that a
judgment obtained in any U.S. court would not automatically be enforced by the courts of Cyprus. In order to
enforce such a judgment in Cyprus, a new legal process must be initiated before a court of competent jurisdiction in
Cyprus. A summary judgment may be available, and other considerations of the Cypriot court may include the
following:
that such judgment was not obtained or alleged to have been obtained by fraud;
that the process and decision of the U.S. court was not contrary to natural or constitutional justice
under the laws of Cyprus and the enforcement of such judgment would not be contrary to public policy
as understood by the Cypriot courts or constitute the enforcement of a judgment of a penal or taxation
nature;
that such judgment is final and conclusive and is for a debt or a definite sum of money;
that the jurisdiction of U.S. court has been exercised in circumstances which, as a matter of Cypriot
law, a Cypriot court will recognize as justifying enforcement of such judgment;
that the procedural rules of the U.S. court in relation to the obtaining of such judgment have been
observed; and

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that such judgment is not inconsistent with a judgment of a Cypriot court in respect of the same matter.
In connection with the New Indenture and the New Notes and the guarantees, we, Camposol Holding Ltd.,
Marinazul S.A. and Campoinca S.A. have appointed CT Corporation System as our authorized agent upon whom
process may be served in connection with any action instituted in any United States federal or state court having
subject matter jurisdiction in the Borough of Manhattan in New York arising out of or based upon the New
Indenture, the New Notes or the guarantees of Camposol Holding Ltd., Marinazul S.A. and Campoinca S.A. See
"Description of the New Notes."

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This Listing Memorandum contains statements that constitute estimates and forward-looking statements,
within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, or the Exchange Act, including but not limited to the sections "Summary," "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements
appear in a number of places in this Listing Memorandum and include statements regarding our intent, belief or
current expectations, and those of our officers, with respect to (among other things) our financial condition. Our
estimates and forward-looking statements are based mainly on current expectations and estimates of future events
and trends, which affect, or may affect, our business and results of operations. Although we believe that these
estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks
and uncertainties and are based on information currently available to us. Our estimates and forward-looking
statements may be influenced by the following factors, among others:
changes in demand for, and prices of, fruits, vegetables and seafood;
our ability to obtain, maintain and renew all licenses, permits, quota shares and other authorizations
associated with our land, processing plants, fish farms or otherwise required in connection with our
business;
general economic, political and business conditions in Peru, resulting in changes in the economy, tax
laws, or in the regulatory environment, including environmental regulations, relating to agriculture in
our land or food processing;
the availability of qualified personnel to work on our land and in our processing plants;
other governmental policies affecting our business, including agriculture, food and seafood processing
and trade policies;
our ability to generate cash and to obtain sufficient financing for our operations and our future
expansion plans;
changes in currency exchange rates or interest rates;
our ability to integrate and benefit from our recent acquisitions (Corporación Refrigerados Iny S.A.
and Pesquera ABC S.A.C.) as well as other joint ventures and strategic alliances;
our ability to comply with applicable laws and regulations;
industry conditions, including the cyclicality of the agricultural industry, and unpredictability of the
weather;
the effects of economic, political or social conditions and changes in foreign exchange policy or other
conditions affecting our principal export markets;
increases in our operating costs or our inability to meet efficiency or cost reduction objectives,
including increases in the cost of personnel;
possible disruptions to commercial activities due to natural and human-induced disasters, including
terrorist activities and armed conflict;
our ability to refinance our existing indebtedness, including the Existing Notes;
the outcome of pending regulatory and legal proceedings; and
other factors described under "Risk Factors" and elsewhere in this Listing Memorandum.
The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends,"
"hopes," and similar words are intended to identify estimates and forward-looking statements. Estimates and
forward-looking statements refer only to the date when they were made, and neither we nor the Dealer Managers
undertake any obligation to update or revise any estimate or forward-looking statement due to new information,
future events or otherwise. Estimates and forward-looking statements involve risks and uncertainties and do not
guarantee future performance, as actual results or developments may be substantially different from the expectations

vii

described in the forward-looking statements. In light of the risks and uncertainties described above, the events
referred to in the estimates and forward-looking statements included in this Listing Memorandum may or may not
occur, and our business performance and results of operation may differ materially from those expressed in our
estimates and forward looking statements, due to factors that include but are not limited to those mentioned above.
Investors are warned not to place undue reliance on any estimates or forward-looking statements in making
decisions regarding investment in the New Notes and the guarantees.

viii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
This Listing Memorandum includes:
audited consolidated financial statements of Camposol Holding Ltd., as of and for the years ended
December 31, 2013, 2014 and 2015;
audited financial statements of Camposol S.A., as of and for the years ended December 31, 2015, 2014
and 2013;
interim unaudited financial statements of Camposol Holding Ltd., for the year ended December 31,
2016; and
interim unaudited financial statements of Camposol S.A., for the year enden December 31, 2016.
Camposol Holding Ltd.'s audited consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards, as adopted by the European Union, or IFRS, and its audited
consolidated financial statements have been audited in accordance with International Auditing Standards or IAS.
The financial information of Camposol S.A. as of and for the years ended December 31, 2013, 2014 and
2015 has been derived from the audited financial statements of Camposol S.A. The audited financial statements of
Camposol S.A. have been prepared in accordance with IFRS issued by the International Accounting Standards
Board (IASB) and effective at December 31, 2015.
Under International Accounting Standard 27, or IAS 27, "Consolidated Financial Statements and
Accounting for Investments in Subsidiaries," investments in subsidiaries, associates and jointly controlled entities
must be accounted for in the parent's individual financial investments at cost, or at fair value as determined in
accordance with International Financial Reporting Standard 9. The "patrimonial" accounting approach is not an
accepted valuation method under IFRS. According to the accounting principles generally accepted in Peru,
investments may be accounted for in the separate financial statements of the parent company using the "patrimonial"
accounting approach.
Currencies
Unless otherwise specified, references herein to "U.S. dollars," "dollars," "US$" or "$" are to United States
dollars, the legal currency of the United States; references to "sol", "PEN," "soles" or "S/" are to the sol, the legal
currency of Peru; references to "," "euros" and "EUR" are to the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the treaty establishing the European Community, as
amended.
Special Note Regarding Non-IFRS Financial Measures
This Listing Memorandum includes certain references to non-IFRS measures such as EBITDA and
EBITDA margin. See "Summary--Summary Consolidated Financial and Other Information" for a discussion of our
use of EBITDA in this Listing Memorandum, and a reconciliation of EBITDA to our profit. Our management
believes that disclosure of certain non-IFRS measures provides useful information to investors and financial analysts
in their review of our operating performance and their comparison of our operating performance to the operating
performance of other companies in our industry and other industries. These are supplemental financial measures that
are not presented in accordance with IFRS.
We define EBITDA as our revenues minus cost of sales minus administrative expenses minus selling
expenses plus depreciation and amortization, excluding the effect (positive or negative) of net change in fair value of
biological assets. For a reconciliation of our profit to our EBITDA, see "Summary--Summary Consolidated
Financial and Other Information."
You are cautioned not to place undue reliance on this information and should note that EBITDA and
EBITDA margin, calculated by us, may differ materially from similarly titled measures reported by other
companies, including our competitors. EBITDA should not be considered as an alternative measure to net income or

ix

operating income or as an indicator of our results of operations or as an alternative to cash flows from operations or
as an indicator of liquidity. EBITDA has important limitations as an analytical tool and should not be considered in
isolation from, or as a substitute for an analysis of, our operating results as reported under IFRS, because among
other things:
it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual
commitments;
it does not reflect changes in, or cash requirements for, our working capital needs;
it does not reflect our interest expense or the cash requirements to service the interest or principal
payments of our debt;
it does not reflect any cash income taxes we may be required to pay;
it does not reflect the effect of non-recurring expenses or gains; and
it is not adjusted for all non-cash income or expense items that are reflected in our statements of
changes in financial position.
Effect of Rounding
We have made rounding adjustments to certain figures included in this Listing Memorandum. As a result,
numerical figures presented as totals may not always be exact arithmetic aggregations of their components, as
presented.
Units of Measurement and Prices
In this Listing Memorandum, unless otherwise indicated:
"ton" or "MT" means a metric ton which is equal to 1,000 kilograms or 2,204.62 pounds;
"Has" means a hectare which is equal to 10,000 square meters;
"m3" means a cubic meter which is equal to 1,000 liters or approximately 35.3 cubic feet;
"MT/h" refers to MT per hour; and
references to fruit and vegetable prices are to "free on board," or FOB, Peru.

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