南方铜业 SCCO

Julian Jorge Lazalde Psihas, our Secretary, has been a Director, Executive Vice President and General Counsel of Asarco LLC since December 2009. Since October 2015 he is also General Counsel of Americas Mining Corporation, both subsidiaries of Grupo Mexico, S.A.B. de C.V., the parent company of the Company. Mr. Lazalde was General Counsel of Asarco Inc., the predecessor of Asarco LLC, from September 2006 until December 2009. Mr. Lazalde holds a law degree from the Autonomous Institute of Mexico, known as ITAM, and has degrees from the Panamerican University in two special areas, tax law and commercial law.

Raul Jacob Ruisanchez has served as our Vice President, Finance and Chief Financial Officer since April 18, 2013. He was appointed Treasurer of the Company on April 28, 2016. He was our Comptroller from October 27, 2011 to April 18, 2013. He has held various positions focused primarily on financial planning, treasury, corporate finance, investor relations and project evaluation with the Company since 1992. In September 2011, he was appointed Director of Controller and Finance of the Company's Peruvian Branch and Vice President and Chief Financial Officer of Southern Peru Limited, one of our subsidiaries. In 2021, Mr. Jacob was ranked by Institutional Investor as the top Chief Financial Officer in the Latin America mining industry and from 2014 to 2020, he was ranked four times among the top three CFOs in Latin America. Mr. Jacob was President of the Peruvian National Mining, Oil and Energy Association from January 2021 to January 2023 and is currently a member of the Board of Directors and Executive Committee of this Association. Mr. Jacob is a member of the Consulting Board of the MBA program of the Universidad del Pacifico at Lima, Peru. He was President of the Strategic Studies Center of IPAE, an entrepreneurial association from February 2007 to March 2010. From 2004 to 2006, he was the President of the Finance Affairs Committee of the American Chamber of Commerce of Peru. Mr. Jacob holds an economics degree from Universidad del Pacifico at Lima, Peru, a Master's Degree from the University of Texas at Austin, Texas, a Degree in International Business Management from the Stockholm School of Economics at Stockholm, Sweden and a Senior Manager Degree from the Instituto de Empresa Business School (IE) at Madrid, Spain.

Lina Vingerhoets Vilca, our Comptroller, has been the Assistant Comptroller of the Company since April 2015 and Controller of the Peruvian Branch of the Company since July 2015. Ms. Vingerhoets has worked for the Company's Peruvian Branch in various capacities since 1991. From 2013 to 2015, she was in charge of Internal Control. From 2006 to 2015, she was in charge of Accounting Quality and SEC reporting. In addition, she has held other positions in Financial Planning, Finance and Accounting with the Company's Peruvian Branch. Ms. Vingerhoets is a Peruvian certified public accountant and holds Accounting and MBA degrees from the Universidad del Pacifico, in Lima, Peru.

Mr. Ariztegui Andreve is the Managing Director and Chairman of Aonia Holding, a privately owned private investment firm he founded in 1989. Aonia has made investments across various industries including gold mining, global commodity trading, retail (e.g., duty-free shops), infrastructure (e.g. airport terminal operation), asset management and real estate. Over the last five years, Mr. Ariztegui has continued to invest in private entities. From 1979 to 1987, Mr. Ariztegui Andreve worked as a Corporate Banker and Vice President of International Operations and Trade Finance at Citibank, based in New York and Mexico City. He later founded MK Metal Trading, a global trading company specializing in metals and minerals, including copper, zinc, lead, gold and silver concentrates. He served as President and CEO of MK Metal Trading until 2012, when sold the company after 18 years of a successful operation to Ocean Partners Holdings Limited, a larger global trader. Currently, Mr. Ariztegui Andreve serves on the Board of Directors of several private companies, including InverCap Holding (pension fund manager), Alvamex (international storage and logistics). He is a former director of several prominent organizations such as Dufry AG (leading global airport duty free retailer), Latin American Airport Holdings (airport infrastructure and terminal operator), Satelites Mexicanos (SATMEX satellite operator in Mexico), Banco Mexicano (banking), Grupo Financiero Inverlat (financial services), Minera Santa Gertrudis (gold mining), University Club of Mexico, Club de Golf Chapultepec. In the past five years, Mr. Ariztegui has not served as a director of any U.S. public company. Mr. Ariztegui Andreve became a member of the Audit Committee on July 22, 2021, and was appointed founding Chairman of the Sustainability Committee on July 21, 2022. He is one of the Company's Audit Committee Financial Experts, as defined by the SEC. His qualifications include an MBA from the Wharton School of the University of Pennsylvania in Pennsylvania combined with extensive experience in finance (including his tenure at Citibank), as well as expertise in mining, and commercial industries.

Mr. Castillo Sanchez Mejorada is our fourth independent director. From May 2013 to December 2020, Mr. Castillo Sanchez Mejorada was Senior Partner of Ventura Capital Privado, S.A. de C.V. (Mexican financial company). From October 2013 to April 2021, he was Chairman of the board of directors of Maxcom Telecomunicaciones, S.A.B. de C.V. (Mexican telecommunications company). From April 2011 to May 2013, Mr. Castillo Sanchez Mejorada was a senior advisor at Grupo Financiero Banorte, S.A.B. de C.V. (GF Norte) a financial holding institution that controls a bank, a broker dealer and other financial institutions in Mexico. From October 2000 to March 2011, Mr. Castillo Sanchez Mejorada was the Chairman of the board of directors and Chief Executive Officer of Ixe Grupo Financiero, S.A.B. de C.V., a Mexican financial holding company that merged into GF Norte in April 2011. In addition, from March 2007 to March 2009, Mr. Castillo Sanchez Mejorada was the President of the Mexican Banking Association (Asociacion de Bancos de Mexico). Until April 2025, Mr. Castillo Sanchez Mejorada was an independent Board member of Grupo Financiero Banamex and Banco Nacional de Mexico, one of the largest banks in Mexico, where he served as a member of the Social Practices Committee, Human Capital Committee and Audit Committee. He currently serves as an independent director on the board of directors of (i) Grupo Herdez, S.A.B. de C.V., a Mexican holding company for the manufacture, sale and distribution of food products; (ii) Sigma Foods, S.A.B. de C.V., a Mexico-based holding company that, through its subsidiaries, is engaged food processing sectors. Mr. Castillo Sanchez Mejorada also serves as a member of the Audit Committee and Social Practices Committee; (iii) Alpek, S.A.B. de C.V., petrochemical company with operations in the Americas, Europe and Middle East as a member of the Audit Committee; (iv) Medica Sur, S.A.B. de C.V., a Mexico-based company engaged in the hospital business; (v) Laboratorios Sanfer, S.A. de C.V., one of the leading companies in the Mexican pharmaceutical market; (vi) Flo Networks, a telecommunications company that operates in the United States and Mexico and (vii) CNP Assurance, is a leading personal insurance company in France, Europe, and Brazil. He is also a Senior Advisor for General Atlantic in Mexico, a private equity firm based out of New York. Mr. Castillo Sanchez Mejorada holds a Bachelor's degree in Business Administration from the Anahuac University, in Mexico City, Mexico.

Juan Fernando Nunez Chavez has served as the Company's Vice President, Explorations since April 10, 2025. He is a Geological Engineer by profession and has over 40 years of experience in the mining industry, working primarily as a geologist in the exploration of metallic mineral deposits. He has served as the Explorations Manager of Southern Peru Copper Corporation since 2000. Previously, he worked for different mining companies as an Exploration Advisor Geologist and carried out several mineralogical studies in Peru, Chile, Argentina, Ecuador, Colombia and Mexico. He has been a university professor at the Universidad Nacional de Ingenieria in both undergraduate and postgraduate courses, as well as at the Universidad Nacional Mayor de San Marcos in Lima, Peru and the Universidad San Agustin de Arequipa, in Arequipa, Peru. He has a bachelor's degree from the Universidad Nacional de San Agustin, in Arequipa, Peru, He also has a Master of Science and PhD in Geology. He was president of the Lima Chapter of Geological Engineers of the College of Engineers of Peru from 2016 to 2018.

Mr. Leonardo Contreras Lerdo de Tejada has been appointed as Chief Executive Officer of the Company, effective on April 23, 2026. Leonardo Contreras Lerdo de Tejada has been a director of the Company since May 2021. He joined Americas Mining Corporation on September 10, 2018. He was appointed President of ASARCO in January 2019, Director for Commercial and Supply Chain of Americas Mining Corporation in August 2019, President of IMMSA, a subsidiary of the Company that integrates the underground operations, in August 2020 and CFO of Americas Mining Corporation in January 2022 and General Director of Americas Mining Corporation in April 2024. Mr. Contreras Lerdo de Tejada has more than 10 years of experience in private equity, investment banking, and entrepreneurship. Prior to joining AMC, Mr. Leonardo Contreras Lerdo de Tejada founded and worked at Murano Capital in September 2015, a private investment vehicle. Mr. Contreras Lerdo de Tejada holds a BS in Industrial Engineering from Universidad Anahuac in Mexico City and earned an MBA degree from the University of Chicago Booth School of Business. Mr. Contreras Lerdo de Tejada is the son-in-law of Mr. German Larrea Mota-Velasco. Mr. Leonardo Contreras Lerdo de Tejada contributes to the Company his expertise in operations, human capital and finance, drawing from over 10 years of experience in private equity, investment banking and entrepreneurship.

Mr. Jose Pedro Valenzuela is the Managing Partner of AB Capita, S.C., a Financial Advisory firm since November 2021. He also acts as a Director of Continental II Trust Investment, participating in investment decisions and overseeing financial reports. Mr. Valenzuela has been a member of the board of directors of Corporacion Actinver, S.A.B. de C.V., a publicly traded financial institution, since 1996, and Alterna Asesoria Internacional, another publicly financial entity, since 2021. Throughout his tenure, Mr. Valenzuela has contributed significantly to various areas and committees within the Actinver Group. His notable roles include President of the Credit Committee and overseer of the Risk Committee at Banco Actinver. President at Actinver Securities (Broker-Dealer), Chief Financial Officer (CFO) and Chief Operations Officer (COO) at Corporacion Actinver (Holding), CEO at Actinver Casa de Bolsa (Brokerage House) and CEO at Operadora Actinver (Asset Management). From 1992 to 1998, Mr. Valenzuela gained extensive international experience in New York, managing and developing projects at Bancomer Securities, Inverlat International, and Bursamex International. As President of Bursamex International and Actinver Securities he was responsible for overseeing the entire operation. In addition, Mr. Valenzuela has been actively involved in other industries, serving as a board member at Grupo Sports World, a publicly traded wellness & entertainment company, from 2014 to 2022, and at SARE Holding, a publicly traded housing-focused firm, for over two years. Mr. Valenzuela holds a degree in Business Administration from the Universidad Iberoamericana in Mexico City, Mexico and a Postgraduate degree in Finance from the Tecnologico de Monterrey in Monterey, Mexico. Additionally, he holds multiple certifications from the Financial Industry Regulatory Authority (FINRA): a Series 24 General Securities Principal; a Series 7 General Securities Representative; and a Series 63 Uniform Securities and Figure 3 Investment Strategies Advisor from the Mexican Association of Stock Market Institutions (AMIB).

Mr. Javier Arrigunaga Gomez del Campo is our fifth independent director. He is the managing director of Xokan S.C., a financial advisory firm, since 2014 and Chairman of the Board of Grupo Aeromexico S.A. de C.V. since 2007. He was Chairman of Aeromexico's Restructuring Committee through its successful Chapter 11 process during the Covid-19. He is also a director and Chairman of the Audit Committee of El Puerto de Liverpool S.A. de C.V., Mexico's largest department store since 2019 and a director and Chairman of the Nominations and Compensation Committee of Gentera S.A.B. de C.V., the largest microfinance bank of Latin America since 2015. Additionally, he serves on the Board of Directors of Kuo S.A.B. de C.V. (Grupo DESC), an industrial Mexican conglomerate since 2015; Mr. Arrigunaga is member of the technical committee of Casa de Bolsa GBM S.A. de C.V., a leading brokerage house in Mexico, since 2021. He is a member of the governing board of the Universidad lberoamericana A.C., his Alma Mater (UIAC) since 2012. Mr. Arrigunaga is on the advisory board of two philanthropies: Fundacion Haciendas del Mundo Maya, a foundation that fosters human and community development in the Yucatan Peninsula since 2018 and La Vaca lndependiente, an organization devoted to education and environmental conservation since 2018. Mr. Arrigunaga was also the Chairman of the Mexican Bankers Association from 2013 to 2014. He was the Chief Executive Officer of Citi Banamex from 2010 to 2014, where he also held several senior positions since 2002. He was a member of the Citigroup Management Committee from 2011 to 2014. Before joining Citi Banamex, Mr. Arrigunaga was the Mexican ambassador to the OECD in Paris, France. Prior to his time in the OECD, he had a 15-year-long career at the Mexican Central Bank where he held different positions, including head of regulations and general counsel. Additionally, he has served on the Board of Directors of the Mexican Stock Exchange from 2008 to 2010, Grupo Financiero Banamex S.A. de C.V. from 2010 to 2014, Casa de Bolsa Accival S.A. de C.V. from 2010 to 2014 and, the Mexican Banking and Securities Commission from 1993 to 1997. Mr. Arrigunaga holds a law degree from the Universidad Iberoamericana in Mexico City, Mexico and a Master of Laws (LLM) specialized in Corporate Law and Finance from Columbia University in New York, New York. He obtained a Corporate Director Certificate from Harvard Business School in 2024.

Mr. German Larrea has been Chairman of the Board of Directors since December 1999 and was Chief Executive Officer from December 1999 to October 2004. He has been Chairman of the board of directors, President and Chief Executive Officer of Grupo Mexico, S.A.B. de C.V. (Grupo Mexico) (holding) since 1994. Mr. Larrea has been Chairman of the Board of Directors and Chief Executive Officer of Grupo Ferroviario Mexicano, S.A. de C.V. (railroad company) since 1997. Mr. Larrea was previously Executive Vice Chairman of Grupo Mexico and has been member of the Board of Directors since 1981. He is also Chairman of the Board of Directors and Chief Executive Officer of Empresarios Industriales de Mexico, S.A. de C.V. (EIM) (holding) and Fondo Inmobiliario (real estate company), since 1992. Mr. Larrea presides over every Board meeting and since 1999 has been contributing to the Company his education, his leadership skills, industry knowledge, strategic vision, informed judgment and over 20 years of business experience, especially in the mining sector. As Chairman and Chief Executive Officer of Grupo Mexico, of Grupo Ferroviario Mexicano, S.A. de C.V. and of EIM, a holding company engaged in a variety of business, including mining, construction, railways, real estate, and drilling, he brings to the Company a valuable mix of business experience in different industries.

Mr. Patricio Ovejas Simon has served as the Company's Executive Vice President since July 24, 2025. He has held executive positions in finance, information technology, operations and venture capital. Mr. Ovejas Simon served as Chief Financial Officer and Head of Information Technology at Grupo Cinemex, S.A. de C.V., one of the largest entertainment companies in Latin America from January 2022 to April 2025. During his tenure, he led a restructuring debt process, implemented a shared services model supporting U.S. operations, and directed multiple cross-border mergers and acquisitions. He was also responsible for overseeing enterprise-wide financial reporting, treasury, tax, and audit functions, while driving a strategic modernization of the IT organization. Previously, from June 2020 to December 2021, Mr. Ovejas Simon served as Chief Operating Officer of Fitpass, S.A.P.I. de C.V., where he led the company's expansion into Latin America and executed key operational efficiencies. From January 2019 to December 2019, he held the role of Chief Financial Officer at FreedomPop, S.A. de C.V. in Mexico and from February 2011 to December 2018, he served in key roles at DILA Capital, S.A.P.I. de C.V., a venture capital fund, and Venture Consulting Mexico, S.A. de C.V., a consulting firm in Mexico. He has a Bachelor's degree in engineering from Universidad Anahuac and holds a postgraduate degree in Corporate Finance from Universidad Iberoamericana in Mexico City, Mexico. In addition, he holds a Master of Business Administration degree from the McCombs School of Business in Austin, Texas.