Summary

The purpose of this memorandum is to absolve the inquiry made by Graña y Montero S.A.A. ("GyM") regarding the possibility of filing a new arbitration request before ICSID and against the Peruvian State under the Concession Agreement "Mejoras a la Seguridad Energética del País y Desarrollo del Gasoducto Sur Peruano" ("Concession Agreement"), in exercise of Gasoducto Sur Peruano S.A.'s ("GSP") rights pursuant to section 1219 4) of the Peruvian Civil Code, after having withdrawn the request for arbitration filed on October 18, 2019 (the "Request for Arbitration").

I CONCLUSIONS

1. GyM is entitled to file a new arbitration request against ICSID in exercise of GSP's rights under the Concession Agreement and pursuant to section 1219 4) of the Peruvian Civil Code (acción oblicua o subrogatoria).

2. The withdrawal of the Request for Arbitration under Rule 8 of ICSID Institution Rules does not imply a waiver by GyM to submit in the future the controversy before ICSID nor to its material rights claimed in such arbitration request (mainly, the payment to GSP of the net book value of the concession assets).

3. As for the direct negotiation procedure, it is not mandatory to begin with the Peruvian Economy and Finance Ministry a new direct negotiation procedure under the Concession Agreement as condition to file a new arbitration request before ICSID provided that the controversy to be submitted to arbitration is the same that was submitted to the direct negotiation procedure that was initiated in December 2018.

4. The filling fees of US$ 25,000 paid for the prior arbitration request will not be reimbursed. Therefore, GyM will have to pay the corresponding filling fees of any new arbitration request.

II ASSESSMENT

A. Consequences of the arbitration request withdrew

On December 27th, 2019 GyM communicated to ICSID the withdrawal and abandon, under Rule 8 of ICSID Rules of Procedure for the Institution of Conciliation and Arbitration Proceedings ("ICSID Institution Rules"), of the arbitration request filed on October 18, 2019 in exercise of GSP´s rights against the Peruvian State.

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Related statements on OGEL:

• Reports for Shareholders meeting - Withdrawal of the arbitration request before ICSID - Provision deduction of bad debt - 7 January 2020
• Plea Bargian Agreement and Withdrawal of a Complaint Before ICSID Date December 23th 2019 - 7 January 2020
• General Shareholder's Meeting (February 2020) Motion No 1 - Ratification of the Act of Mutual Understanding for the Completion of Plea Agreement Procedure - Gaseoducto del Sur Peru - Request for Arbitration - 6 January 2020
• Statement regarding withdrawn arbitration application filed before the International Centre for Settlement of Investment Disputes (ICSID) related to the Gaseoduto Sur Peruano project - 27 December 2019
• Clarification on new reports about request for arbitration ICSID Arbitration - 19 December 2019

and TDM:

• Reports for Shareholders meeting - Withdrawal of the arbitration request before ICSID - Provision deduction of bad debt - 7 January 2020
• Plea Bargian Agreement and Withdrawal of a Complaint Before ICSID Date December 23th 2019 - 7 January 2020
• General Shareholder's Meeting (February 2020) Motion No 1 - Ratification of the Act of Mutual Understanding for the Completion of Plea Agreement Procedure - Gaseoducto del Sur Peru - Request for Arbitration - 6 January 2020
• Statement regarding withdrawn arbitration application filed before the International Centre for Settlement of Investment Disputes (ICSID) related to the Gaseoduto Sur Peruano project - 27 December 2019
• Clarification on new reports about request for arbitration ICSID Arbitration - 19 December 2019